LIBRARY OF LEROY DAWSON THE LIBRARY OF THE UNIVERSITY OF CALIFORNIA LOS ANGELES SCHOOL OF LAW / LIBRARY OF LEROY DAWSON CORPORATION FORMS AND PRECEDENTS ANNOTATED BY WILLIAM MEADE FLETCHER OF THK CHICAGO BAR \uthor of "a Treatise on Illinois Corporations," A Treatise on Equity Pleading and I'ractice," etc. CHICAGO CALLAGHAN AND COMPANY Jl. Vv' X JL jlC1l!1v^J 1/ .^ -V^.J!: 5 * r / -r' Copyright, 1913 By Callaghan and Company r V PREFACE. V This work is ofTered to the legal profession and to persons ^ interested in corporate ailairs as a complete collection of practi- ^ cal corporation forms and precedents. In it will be found not ^ only the stock forms in use 'in the various states, but also an ^ exJKiustive variety of actual precedents for the various forms of ^. corporate activity from preliminary agreements before incor- ^ poration to the certificate of dissolution. In his own practice the author has frequently felt the useful- ness of a work of this character, containing in one volume prac- tically every form which may be desired in the promotion, formation, management, amendment, merger and consolidation, reorganization and dissolution of corporations. In addition there are included herein a large number of forms which are new to publication, but which have been actually used by large cor- porations and were drawn up or actually passed upon bv emi- nent corporation counsel. In many cases they have already been construed by the courts, to whose decisions reference is made where possible. One of the features of this book is the large number of prac- tical notices of various kinds which have been included therein not only for their actual value as precedents but also on account of the suggestions as to procedure which mav be obtained there- from. The chapters on Bond Issues, Car Trusts, By-laws, Divi- dends, :Merger and Consolidation, Reorganization, and Voting Trusts are made up entirely of actual precedents and are respect- fully submitted as being by far the most complete collection of such forms published. In order to render this work more valuable and to facilitate its use, the Index has been made minute in detail and exhaustive in its cross-references. It is believed that from an examination thereof, the practitioner or corporate officer will be enabled to find readily, not only any particular form but also the reference to clauses upon any particular point which he mav desire to consider. The author desires to acknowledge his indebtedness to William H. Satterthwaite. Jr., Esq., of the Philadelphia Bar. for nu- merous valuable suggestion^ and assistance in the preparation of the Index. In the belief that this effort will be found to effect a saving of time and labor and by its usefulness justify its publication, the work is respectfully submitted to the bar and to person.s having occasion to deal with corporate matters. "William Me.vde Fletpuer Chicago, III, Scptemher, 191.1. fe^^jTOS '^n TABLE OF CONTENTS. CHAPTER I. STATE FORMS. Torm *•«' A-IiABABCA. 1. Declaration of Incorporation J 2. Foreign corporations — Certificate designating agent and place of business in Alabama, for filing in ofllce of secretary of state of Alabama ^ 3. Aflldavit of agent of foreign corporation ^ 4. Statement to be filed by foreign corporation with state auditor.. 4 AXiASKA. 5. Articles of incorporation 6 6. Statement for a foreign corporation 7 7. Certificate of consent to be sued and designation of agent 8 ▲SIZOITA. 8. Articles of incorporation 1*> 9. Notice of appointment of agent 12 10. Certificate of amendment of ar4icles of incorporation 12 ARKANSAS. 11. Articles of agreement and incorporation 14 12. Certificate of foreign corporation 16 CAIiirOBNIA. 13. Articles of incorporation 18 14. Articles of incorporation for corporation without capital stock. 19 15. Certificate for increasing or decreasing the number of directors 21 16. Certificate of removal of principal place of business 21 17. Certificate of extension of existence under Section 401 of the Civil Code ......'.. 2 4 18. Order for change of name .^.j. . .^. .^ 25 19. Order for voluntary dissolution ■.'....•..'... 26 20. Certificate of increase of capital stock 28 21. Certificate as to creation of bonded indebtedness 33 22. Designation of agent for state of California by foreign cor- poration 41 23. Report on general franchises of incorporated companies 42 COI.ORASO. , 24. Certificate of incorporation 46 25. Certificate of amendment of articles of incorporation 47 26. Certificate of full paid capital stock 49 27. Certificate of impression of corporate seal 50 28. Annual report — Domestic or foreign 50 29. Foreign corporations — Certificate of business and agent 52 CONWECTICUT. 30. Certificate of Incorporation 54 31. Certificate of organization 54 32. Amendment before organization of certificate of incorporation.. 56 33. Certificate of increase of capital stock * 57 ' 34. Certificate of issue of additional .shares of capital stock 57 V VI TABLE OF CONTENTS. Form »••• 35. Certificate of reduction of capital stock o» 36. Certificate of change of location 59 37. Certificate of change of name ^0 3S. Preliminary certificate of dissolution by agreement of stock- holders ^^ 39. Preliminary certificate of dissolution by vote of stockholders.. 61 40. Final certificate of dissolution 62 41. Certificate of consolidation or merger 63 42. Annual report 65 43. Statement by foreign corporation 66 44. Appointment of attorney by foreign corporation 67 45. Annual report — Foreign corporation 68 SSIiAWAHi:. 46. Certificate of incorporation of company 69 47. Annual report '^ 48. Application of foreign corporation 72 SXSTSXCT or COI.UXBXA. 49. Articles of incorporation '7* 50. Annual report ^^ 60a. Certifl.cate as to subscription of capital stock 75 FI.OAZSA. 51. Notice of Intention to apply for letters patent 76 52. Proposed charter 76 OEOKOIA. 53. Petition for charter . . ,, 80 64. Statement of foreign corporation 81 SAWAn. 55. Articles of association 82 56. Application of foreign corporation to do business 83 XSAHO. 57. Articles of incorporation 85 53. Annual statement 86 69. Foreign corporation — Designation of agent and acceptance of the provisions of the constitution of the state of Idaho 86 rLIiZKOXS. 60. statement of incorporation on the stock plan 88 61. Statement for American Implement Company, an Illinois cor- poration 89 62. License 90 63. Report of commissioners 90 64. Certificate of complete organization 92 65. Annual report to secretary of state — Under law of 1901 93 66. Annual report and application for reinstatement 94 67. Aflldavit of corporation as to connection with trusts 95 68. statement by corporation under Section 32, of Revenue Law.. 97 69. Aflldavlt and statement of foreign corporations 98 7 0. Notice to stockholders of special meeting to extend duration of corporation 100 71. Public notice of special meeting to extend duration of corpora-, tlon 100 72. Certificate of extension of duration of corporation 101 UTDIAXA. 73. Articles of Incorporation 103 74. Articles of voluntary association 105 75. Certificate of foreign corporation 107 76. Foreign corporation report to Indiana 309 XOWA. 77. Articles of Incorporation 110 78. Amendment to articles of Incorporation 112 79. Annual report of corporation 113 80. Foreign corporation — Application, resolutions, and statement..,. 114 TABLE OF CONTENTS. vii Form Pt(« 81. Application for charter 116 82. Charter 118' 83. Statement of increase of capital 118 84. Statement of decrease of capital Hg 86. Annual statement 119 86. Foreign corporation — Application for authority to do business. . . . 120 87. ForelKH corporation — Resolution 121 88. Appointment of aet^nt by foreign corporation 122 89. Foreiffn corporation — Annual statement 123 KEITTUCKT. 90. Articles of incorporation 126 91. Foreign corporations — Appointment of agent — Statement of cor- poration 126 I.OUI8IAHA. 92. Certificate of Incorporation 127 93. Certificate of amendment of charter 131 94. Foreign corporation — Declaration and power of attorney 13 j 95. Articles of agreement 136 96. Certificate of organization 1S6 97. Oath of clerk 137 98. Annual return 13g 99. Certificate of foreign corporation j3g 100. Foreign corporation — Appointment of attorney 139 SCAJtTI.AND. 101. Articles of incorporation 142 102. Report of capital stock of corporations I43 103. Certificate of foreign corporation 146 104. Foreign corporation — Annual statement 147 MASSACHUSXTTS. 105. Agreement of association 149 105a. Notice of first meeting 150 106. Articles of organization 150 107. Articles of amendment 152 108. Issue of capital stock 163 109. Certificate of condition 154 110. Foreign corporation — Certificate commonwealth of Massachusetts. 166 111. Foreign corporation — Appointment of attorney 158 112. Foreign corporation — Appointment of auditor 159 113. Foreign corporation — Certificate of condition ijo aCECHZOAM^. 114. Articles of association 163 115. Certificate of amendment to the articles of association 164 116. Certificate of increase of capital stock 166 117. Annual report — Foreign and domestic corporations I66 118. Foreign corporation — Statement 168 119. Foreign corporation — Appointment of agent 169 120. Notice of dissolution 170 MINNESOTA. 121. Certificate of incorporation 171 122. Foreign corporations — AflRdavlt and statement 172 123. Foreign corporation — Appointment of agent 173 mSBZSSIPFZ. 124. Charter of incorporation 174 MnSOUBZ. 125. Certificate of Incorporation 171 126. Statement increasing or decreaslngr capital stock, changing or extending busine.ss 177 127. Annual report of domestic corporation 1 7.Sa 128. Affidavit of dissolution 179 viii TABLE OF CONTENTS. Form P««<' 129. Forms for foreign corporations 180 130. Annual report of for?isn . corporations .. ..^wj-.kU,.;.* 183 131. Affidavit of retirement ,......,, i ,,,,,,,.....• •.• 183a 132. Articles of incorporation . . . . . .iii'JK-'. Xi>. Ai'iK',i.>:h.'i'J 184 133. Annual report of corporation , ....;.'.,..". 185 NEB&ASKA. 134. Articles of incorporation ...•;.• 187 135. Foreign corporations — -Resolution 188 136. Certificate of foreign corporation 188 VTEYADA. loT. .Vrticles of incorporation - . . . : 190 138. Foreign corporation — Certificate 191 13Sa. Report of election 192 NX-W HAMPSHIKE. 139. Articles of association 193 140. Annual return 193 140a. Foreign corporation— Power of attorney .:)..:. w.;. . . 194 Ki:W JESSE'T. 141. Certificate of incorporation 195 142. Certificate of payment of capital stock. 196 143. Certificate of change of location of the principal office 197 144. Certificate of dissolution by unanimous consent of all stock- holders .;.... , .. . .JJ.:. ... . 197 144a. Affidavit of publication ............ ,,\, .."'.■.■'... ............ 198 144b. List of officers and directors at time of dissolvition 199 145. Certificate of change ..,.. 199 146. Annual report by a domestic corporation,' . 201 147. Statement by foreign corporation '.'. ' 201 148. Annual report by a foreign corporation. 202 149. Annual report to state board of assessors 203 149a. Statement by corporations issuing capital stock for property purchased 204 VEW MEXICO. 150. Articles of incorporation 205 151. Certificate as to the payment of capital stock 206 152. Statement of foreign corporation : 206 153. Statement of suspension of business 207 154. Certificate of change of agent of foreign corporation 208 155. Annual report to the secretary of New Mexico 208 NEW YOBE. 156. Certificate of incorporation 210 157. Certificate of incorporation of Hart, Schaffner & Marx 211 158. Certificate of payment of one-half of the capital stock 216 159. Certificate of foreign corporation 217 160. Certificate of increase of capital stock 219 161. Capital stock report 220 NORTH CASOI.INA. 162. Certificate of incorporation ; . 224 163. Certificate of dissolution by unanimous consent of all stock- , holders .' 225 164. Affidavit of publication pf certificate of dissolution 226 165. Annual statement of a, ijomestic corporation 227 166. Annual statement by a foreign corporation 228 167. Application for domestication by foreign corporation 229 NORTH DAKOTA. 168. Articles of incorporation 230 169. Annual report — Domestic corporation <. 231 170. Appointment of attc.ney b- foreign corporation. . . , 231 171. Annual report of forsign corporation. , 232 OHIO. 172. Articles of incorp ration 23i j^73. Forms and suggestions relative to the organization of stock com- panies j>»^., i..j.ij.i.. 235 TABLE OP CONTENTS. ii Pana I'»ge 174. Certificate of dissolution of a corporation for profit 244 175. Annual report of a domestic corporation for profit 244 176. Amendment of articles of incorporation 246 177. Statement of foreifin corporation 249 178. Declaration of foreign corporation 250 179. Statement of increase of proportion of -stock of foreign corpora- tion 252 180. Certificate of appointment of agency for foreign corporation 254 181. Annual report of a foreign corporation 254 182. Certificate of a foreign corporation 257 OKZiAHOQIA. 183. Articles of incorporation 258 184. Statement of domestic corporation 259 185. Foreign corporation — Appointment of agent 260 186. Foreign corporation — Revocation of agency 260 187. Statement of foreign corporation 261 OBEOOir. 18S. Ai tides of incorporation 263 189. Certificate of increase or decrease of capital stock 263 190. Certificate and copy of resolution dissolving a corporation 264 191. Certificate and copy of resolution of directors' meeting 265 192. Annual statement — Domestic corporation 266 193. Foreign corporation — Declaration of purpose 267 194. Foreign corporation — Power of attorney 268 105. Foreign corporation — Annual statement 270 fENNSYIiVANIA. 196. Applicotion for charter 271 197. Notice of application for charter 272 198. Proof of publication of notice 273 199. Registry of corporation 273 200. Registry of foreign companies (excepting foreign insurance com- panies) 274 201. Foreign corporation — Power. of attorney and statement 273 202. Statement of location of office — Foreign corporation 275 203. Foreign corporation — Revocation of agency 276 204. Foreign corporation — Capital stock report 277 205. Foreign corporations — Report of loans 278 2n 621 1086. Subscription to capital stock of corporation to be organized.... 622 1087. Agreement to subscribe after incorporation made between pro- posed incorporators 622 1088. Subscription for preferred stock 623 1089. Subscription before incorporation payable In instalments 623 1090. Subscription contract payable in instalments — (Another form) . . . 624 1091. Subscription before incorporation with terms of proposed stock issue 624 1092. Subscription to stock in railroad company to be organized 625 1093. Subscription to stock of railroad company prior to organization. 625 1094. Subscription agreement — (Conditional) 627 1 095. Power of attorney to subscribe for shares 627 1096. Clause in subscription agreement authorizing attorney in fact to subscribe for stock 628 ■j.097. Votice to stockholders of right to subscribe for stock in another company to be organized, or receive cash dividends fi2.S 1098. Power of attorney to subscribe to stock to corporation to be organized and referred to in the next preceding form 63(> 1099. Revocation of subscription 6.TI 1100. Revocation of subscription — (Another form) 632 1101. Release of subscription 632 CHAPTER I.Y. SUBSCRIPTION AGREEMENTS AFTER INCORPORATION. '1102. Original subscription list 633 1103. Subscription to capital stock — (Another form) 633 1104. Subscription blank 633 1105. Subscription agreement after incorporation — (Anotlier form)... 634 1106. Subscription agreement 634 1107. Subscription of stock by letter -■ • • ^'■''^ 1108. Subscription for additional shares to be paid for in instalments. . 635 1109. SuI)Scription for full-paid stock 635 1110. Conditional subscription to stock 636 1111. Application for shares and receipt ." 636 TABLE OF CONTENTS. xvii Form -„ 1112. Application for shares with remittance »>•»' 1113. Allotment letter ^^' 1114. Sub.scription for preferred .stock— To carry bonus 638 1115. Subscription for stock offered by brokers 638 1116. Subscription payable In instalments and receipt 638 1117. Subscription for stock payable in instalments 639 1118. Receipt for instalment paid upon foregoing subscription 640 lliy. Subscription certificate issued under precetion 641 1120. Instalment certificate Issued pursuant to foregoinic subscription. 641 1121. Receipt for subscription ^*^ 1122. Subscription for stock above pur _. 642 1123. Subscription agreement providing for the issue of preferred stock. 643 1124. Preferred stock subscription agreement with bonus of common stock ^^^ 1125. Subscription agreement for stock in an Illinois corporation sold by a New Jersey corporation •'•'<' 1126. Subscription by corporation payable in property 648 1127. Subscription contract with collateral agreements 649 1128. Transfer of subscription 650 1129. Transfer of subscription 6o0 1130. Assignment of subscription — (Another form) 651 1131. Agreement to assume subscription to stock 651 1132. General power of attorney to accept transfers of stock and to act after organization — (Maine) 6o2 1133. Power of attorney to accept stock 6o2 1134. Revocation of subscription •• 653 1135. Notice of revocation of a subscription held in escrow to custodian of escrow ^^^ CHAPTER X. ORGANIZATION MEETINGS. 1136. Notice of meeting to organize — (Illinois) 654 1137. Notice of meeting to organize corporation 655 1138. Call for first meeting of incorporators 655 1139. Waiver of notice of first meeting of incorporators 656 1140. Waiver of notice of meeting to organize corporation — (Illinois) . . 656 1141. Waiver of notice for first meeting of stockholders — (West Vir- ginia) ^^'^ 1142. Minutes of first meeting of subscribers to capital stock — (Illinois) 657 1143. Minutes of first meeting of incorporators — (W%st Virginia) 659 1144. Minutes of meeting of incorporators — (Delaware) 663 1145. Minutes of first meeting of stockholders 665 1146. Minutes of first meeting of board of directors 665 1147. Minutes of adjourned meeting of stockholders 667 1148. Notice of first meeting of board of directors 668 1149. Waiver of notice of first meeting of directors 668 1150. Waiver of notice of first meeting of directors 669 1151 Waiver of notice of first meeting of board of directors — (Another form) 669 1152. Waiver of notice of first meeting of directors — (.\notlier form) ... 669 1153 IMinutes of organization meeting of directors of Arizona corpora- tions «'0 1154. Minutes of lirst meeting of board of directors of an Illinois cor- poration *' l' 1155. Minutes of first meeting of directors — ( Illinois t 673 1156. Minutes of first directors' meetin.T — ( West Virginia ) 6"5 1157. Ratification of minutes of directors' mcf'ing 680 1158. Resolution adopting form of stock certificate 6S0 1159. Certificate to bank ***^ 1160. Bond of treasurer of corporation 681 xviii TABLE OF CONTENTS. Form P»Ke 1161. Treasurer's bond — (Another form) 682 1162. Secretary's oath 682 1163. General power of attorney to act after organization — (Maine) . . 682 CHAPTER XI. BY-LAWS. 1164. By-Laws of United States Steel Corporation, a New Jersey Cor- poration 684 1165. By-Laws of the ■ Company, a New Jersey Corporation. 693 1166. By-Laws — (Illinois form) 701 1167. By-Laws — (Another Illinois form) 706 1168. By-Laws — (South Carolina Corporation) 713 1169. By-Laws — (Delaware form) 725 1170. By-Laws — (Maine form) -. 729 1171. By-Laws — (Short form) 738 1172. By-Law providing for general manager 740 1173. By-Law relating to auditors 740 1174. Certificate as to by-laws of corporation 741 CHAPTER XII. CERTIFICATES OF STOCK. 1175. Certificate of stock 742 1176. Full paid certificate of stock 743 1177. Certificate of stock partially paid for 743 1178. Provisional certificate when stock not fully paid up 744 1179. Certificate of stock to be countersigned and registered 744 1180. Certificate of stock of Northern Securities Company 745 1181. Certificate of preferred stock 746 1182. Common stock certificate (where preferred stock issued) 747 1183. First preferred stock certificate 748 1184. Preferred stock certificate 749 1185. Certificate of preferred stock — (United States Steel Corporation). 750 1186. First preferred stock certificate exchangeable for common stock. 752 1187. Stock certificate when lien is reserved to the corporation 754 1188. Certificate held to create holder a creditor, and not a stockholder. 766 1189. Sheet from book of stock certificate 756 1190. Stub of stock certificate 757 1191. Transfer of shares — (Forms prescribed by New York StocTc Exchange) .• 757 1192. Assignment of shares of corporate stock, to be indorsed upon the back of the certificate 761 1193. Detached assignment and power of attorney for stock 761 1194. Assignment of stock — (Illinois) 762 1195. Notice of assignment of stock — (Illinois) 762 1196. Power of attorney to transfer stock 763 1197. Power of attorney to transfer stock to pledgee, etc.; with right to vote pledged stock 763 1198. Transfer book ; 764 1199. Stock transfer book 766 1200. Stock journal 767 1201. Stock ledger 768 1202. Stockholderis' ledger 770 J 203. Stock ledger 770 1204. Notice of lost certificate of stock 771 1205. Notice of lost stock certificate and application for new certificate. 771 1206. Notice of application for new certificate 771 1207. Advertisement by administrator of lost certificate of stock 772 1208. Bond of Indemnity for lost certificate of stock 772 1209. Affidavit of ownership to accompany bond of indc-nr.ity 773 TABLE OF CONTENTS. xix Form P»f« 1210. Bond of Indemnity for lost certificates of stock by heirs and executrix 7'i 3 CH^VPTEH XIII. ASSESSMENTS, CALLS AND FORFEITURE OF STOCK. 1211. Resolution in reference to assessment upon shares of capital stocit 776 1212. Resolutions of board to make calls on shares 778 1213. Resolution of directors levying assessment 776 1214. Order by referee In bankruptcy for assessment on stock not fully paid for 777 1216. Notice of call 777 1216. Notice of call 778 1217. Notice of assessment of slock 778 1218. Published notice of call 779 1219. Notice of call upon partly paid capital stock 779 1220. Notice of final call upon partly paid capital stock 780 1221. Waiver of notice by the stockholders of payment of assessment. 780 1222. Waiver of notice of assessments 780 1223. Waiver of notice of assessment — (Another form) 781 1224. Published notice of assessment 781 1225. Receipt for Instalment 782 1226. Resolution preliminary to forfeiture of stock 782 1227. Notice to stockholder under the above resolution 782 1228. Notice of liability to forfeiture 783 1229. Resolution of forfeiture of shares 783 1230. Notice of forfeiture 784 1231. Notice of sale of forfeited stock 784 1232. Notice of sale of stock for nonpayment of assessments 784 1233. Published notice of sale of stock to pay assessments 785 1234. Deed by treasurer for stock purchased at sale for unpaid assess- ments 786 1235. Notice of offer to receivers to buy assets and pay calls, etc 7 86 CHAPTER XIV. OPTIONS AND AGREEMENTS FOR SALE OF PROPERTY. 1236. Option agreement for sale of property to promoter 788 1237. Option agreement on manufacturing plant 789 1238. Option agreement to sell business to a promoter of a consollda- . tlon 792 1239. Option agreement for property to be taken over by proposed corporation 796 1240. Option to purchase concession 797 1241. Option agreement 799 1242. Agreement to give option on stock to syndicate which agrees to do exploration work on mines '. 802 1243. Agreement by corporation and syndicate referred to in preceding form permitting exploration work 803 1244. Agreement by member of syndicate referred to in two preceding agreements to do development work on mines 805 1245. Agreement for right to purchase property held under options SOT 1246. Option to purchase property 809 1247. Agreement for lease with option to purchase 810 1248. Offer to sell real estate to corporation 811 1249. Offer by corporation to sell real estate 811 1250. Agreement for sale of options 812 1251. Bond to keep options in force 818 1252. Agreement for extension of options and surrender thereof 813 1263. Notice of acceptance of option 814 XX TABLE OF CONTENTS. Form 'Pae* 1254. Resolution for giving option 814 1255. Agreement between promoters and holder of options to transfer property for stock in corporation to be formed 815 1256. Agreement by majority stockholders to sell stock to promoter. ... 816 1257. Trust Company's receipt for stock deposited in escrow under option agreement 817 1258. Escrow agreement " 818 1 259. Letter of deposit in escrow 819 1260. Agreement for sale of entire business to another corporation 819 1261. Resolution of directors approving the preceding agreement 821 1262. Extract from minutes of stockholders' meeting approving sale. . . 822 1263. Agreement for sale of portion of business of manufacturing cor- poration and lease 822 1264. Minutes of directors' meeting to consider sale of entire corporate property 830 1265. Minutes of special meeting of stockholders to consider sale of entire corporate property 831 1266. Consent of holders of stock to sale of entire corporate property. . 833 1267. Election return upon proceedings to sell entire corporate property. 834 CHAPTER XV. AGREEMENTS AND OTHER INSTRUMENTS CONCERNING THE ISSUE OF STOCK. FOR PROPERTY. 1268. Proposal to exchange property for stock 837 1269. Offer to transfer property for stock 837 1270. Directors' resolution 838 1271. Stockholders' resolution 838 1272. Stockholders' resolution directing purchase 838 1273. Agreement for the purchase of property and payment therefor in stock 839 1274. Agreement for the sale of business to a new corporation 840. 1275. Agreement for the purchase of property by a corporation 844 1276. Agreement to issue paid up stock for a debt to construction com- pany 845 1277. Agreement to sell property for stock and bonds 846 1278. Agreement by company for sale of its entire business as a going concern , 847 1279. Agreement for sale of entire corporate assets in exchange for stock 848 1280. Agreement by promoters of consolidated corporation to exchange control of stock for stock in another corporation 850 1281. Offer by promoters to transfer property to corporation in exchan^-e for its stock and bonds 856 1282. Assignment of patent to promoter 858 1283. Resolution to purchase property in exchange for stock of pur- chaser 859 1284. Resolution to sell property and business in exchange for shaies of stock of vendee and cash 860 1285. Resolution to acquire entire common capital stock of a company in exchange for preferred and common stock of purchaser and cash 861 1286. Resolution of stockholders authorizing sale of corporate property for stock in new corporation 862 1287. Resolution of directors authorizing purchase of property with stock 863 1288. Resolution to purchase property 863 1289. Extracts from minutes of stockholders' meeting authorizing pur- chase of property from promoters, containing proposed agree- ment of sale 864 1290. Extract from minutes containing incorporators' and directors' resolutions to authorize issue of capital stock for patents 867 TABLE OF CONTENTS. xxi Korm P*se 1291. Older for the issue of stock certificates 8»j'j 1292. Certittcate of appraisement by board of directors of property proposed to be sold to corporation in exchange for capital stock 869 CHAI'TKR AVI. AGREEMENTS FOR SALE AND PLEDGE OF STOCK AND SECURITIES. 1^:93. \'fndor'.s agreement Kuaranteeiiii; dividends on .shares and witti option to repurchase STl 1294. Agreement for sale or return of stock 872 1295. Endorsed agreement to take back slock at par 87:'. 1296. Agreement for sale of corporate stock .md bonds 87:? 1297. Agreement to sell stock 875 1298. Agreement for sale of stock.and cancellation of indebtedness.... 876 1299. Agreement for sale of stock 876 1300. Agreement for sale of stock 87 7 1301. Agreement for sale of stock 878 1302. Agreement for sale of stock, witli collateral conditions 878 1303. Agreement to sell stock received for patent 8S0 1304. Agreement with broker for sale of stock 881 1305. Agreement for sale of bonds and stock 881 1306. Agreement for location of plant and sale of stock 883 1307. Agreement to subscribe to bonds and convey land upon location of plant ^^\ 1308. Offer to sell stock to purchasers of bonds 887 1309. Agreement to exchange bonds 888 1310. Agreement for sale of stock on credit with pledge of stock to se- cure debt SS8 1311. Agreement with broker 892 1312. Receipt and agreement for stock deposited as security for mar- gins ^ ^92 1313. Brokers' memorandum of sale of bonds S93 1314. Agreement to complete public work in consideration of stock 893 1315. Agreement with creditor bank to take for debt stock in corpora- tion to be formed, and to lend money 895 1316. Receipt for stoclt transferred to carry out preceding agreement. . . 897 1317. Offer to return stock transferred under preceding agreements on certain conditions "898 131S. Resolution to sell treasury stock 899 1319. Resolution authorizing president to sell and pledge bonds S99 1320. Agreement to deposit stock in escrow 900 1321. Collateral note 900 1322. Note secured by collaterals — With power of sale 901 1323. Collateral note — (Another form) 902 1324. Collateral note — (Another form) 903 1325. Agreement of hypothecation of stocks or bonds 904 1326. Pledge of stock with collateral agreements 905 1327. Agreement by corporation to advance money on 'improvement notes 906 1328. Agreement to purchase notes 908 1329. Contract for advance of money In consideration of stock 909 1330. Pledge of uncalled capital to secure a sum advanced by bank 910 1331. Agreement with corporation by bankers for loan to be /ecured by pledge of corporate securities 912 1332. Assignment of equity in pledged collateral 924 1333. Resolution authorizing president to sell and pledge bonds .nnd securities ''-^ 1334. Notice of sale of collateral securities ^^J 1335. Notice of public sale - ^-^ 1336. Notice of public sale of collateral security by trustee upon defauJf in interest upon debentures 9'* xxii TABLE OF CONTENTS. Form Page 1337. Notice of public sale of securities by trustee under collateral trust indenture 926 133S. Notice of sale of stock by trustee under collateral trust deed. .... 927 1339. Notice of public sale of stocks 928 1340. Notice of sale of shares by special master under decree of fore- elosure 929 1341. Notice of public sale of shares belonging to a municipal corpora- tion : 930 1342. Notice of executor's sale of stock 930 1343. Notice of adjourned sale 931 1344. Notice to pledgor after sale of pledged stock 931 1345. Published notice to stockholders of Offer to buy stock under terms of deposit agreement 932 1346. Stockholders' deposit agreement under preceding offer to buy stock 933 134T. Copy of offer to purchase, referred to in above agreement 940 CHAPTER XVII. UNDERWRITING CORPORATE STOCKS AND SECURITIES. 1348. Offer addressed to promoter, to underwrite shares in company to be formed 942 1349. Underwriting agreement containing application for allotment of shares — Schedule "A" (Referred to in preceding form) 943 1350. Acceptance by promoter of offer to underwrite shares 944 1351. Offer, addressed to company, to underwrite shares 944 1352. Acceptance by company of offer to underwrite shares 94B 1353. Underwriting agreement — No application for shares necessary — Underwriter to pool his shares, if so required 946 1354. Letter to underwriter informing him of the number of shares he is required to take up 948 1355. Letter to underwriter informing him of the number of shares for which he is admitted as underwriter 948 1356. Application by underwriter for allotment of shares 949 1357. Underwriting agreement with company 949 1358. Underwriting agreement with vendors — Conditions and applica- tion 951 1359. Underwriting agreement for preferred stock of company to be formed 952 1360. Underwriting agreement for preferred stock of corporation to be formed — (Another form) 953 1361. Underwriters' agreement for bonds — Underwriters to receive stock bonus 956 1362. Letter of deposit of underwriting agreement in escrow 957 1363. Clauses from underwriting agreement for bonds of construction company 958 1364. Underwriting agreement for bonds 959 1365. Underwriting agreement for bonds — (Another form) 959 1366. Agreement to underwrite debentures 961 1367. Agreement between trust company and underwriters for advance to corporation 962 1368. Supplemental underwriting agreement 965 1369. Underwriting agreement for reorganization of a Connecticut cor- poration 966 13 70. Underwriting agreement for bonds — Underwriters to receive stock bonus 970 1371. Sub-underwriting agreement 972 1372. Sub-underwriters' agreement 973 1373. Authorization to arrange for public underwriting 974 1374. Invitation for subscriptions to underwriting 974 1375. Letter concerning compensation of underwriters 975 1376. Underwriting certificate 975 TABLE OF CONTENTS. xxiii CHAPTER .Will. FLOTATION OF STOCK AND CORPORATE SECURITIES. 1377. Agreement for sale of bonds to capitalists who Intend to offer the same for public subscription 977 1378. Agreement with fiscal agent to sell treasury stock 979 1379. Syndicate agreement to purchase and resell mines 981 1380. Agreement between promoters to finance promotion 982 1381. Prospectus 983 1382. Prospectus for preferred stock 985 1383. Prospectus Issued by brokers 987 1384. Advertisement by brokers of preferred stock 989 1385. Prospectus for sale of preferred stock with bonus 990 1386. Published offer of preferred stock to carry bonus of common stock 993 1387. Subscription to stock referred to in two preceeding forms 994 1388. Advertisement by brokers of preferred stock — (Another form) .... 995 1389. Advertisement by brokers of preferred stock — (Another form).. 996 1390. Prospectus for preferred stock 997 1891. Advertisement of preferred stock 1004 1392. Offer of treasury stock to public 1005 1393. Subscriptions to stock above par, payable in instalments 1005 1394. Subscription for stock — (Another form) 1006 1395. Application for preferred stock with bonus 1006 1396. Application for shares 1007 1397. Application for preferred stock with power of attorney to sub- scribe for same 1007 1398. Allotment letter 1008 1399. Prospectus for sinking fund bonds 1008 1400. Broker's prospectus for bonds and stock 1016 1401. Application for securities offered in preceding instrument 1018 1402. Advertisement of bonds — (Another form) 1019 1403. Advertisement of first mortgage bonds, and offer to receive other bonds in exchange 1021 1404. Advertisement of bonds 1021 1405. Advertisement for sale of serial gold notes 1024 1406. Application for subscription to bonds 1025 1407. Opinion of counsel as to validity of bonds 1026 1408. Opinion of counsel as to issue of bonds 1027 1409. Opinion of counsel as to organization, right to issue bonds, and title to real estate 1028 1410. Opinion of counsel as to legality of organization and bond issue. . .1029 CHAPTER XIX. ANNUAL MEETINGS OF STOCKHOLDERS. 1411. Notice of annual meeting 1030 1412. Notice of annual meeting — (Another form) 1031 1413. Notice of annual meeting — (Another form) 1031 1414. Notice of annual meeting — (Another form) 1031 1415. Notice of annual meeting — (Another form) 1032 1416. Notice of annual meeting, and election of directors 1032 1417. Notice of annual meeting for election of directors and other busi- ness : 1032 1418. Notice of annual meeting and election of directors for ensuing fiscal year 1033 1419. Notice of annual meeting — (New Jersey) 1033 1420. Notice of annual meeting — (New Jersey) 1034 1421. Notice of annual meeting of the Pennsylvania Railroad Company. 1034 1422. Notice by nominating committee of recommendation of certain ticket for directors 1084 1423. Notice of annual meeting to approve contracts In which directors ' were personally Interested 1086 xxiv TABLE OF CONTENTS. Form P»8« 1424. Notice of annual meetine' of United States Steel Corporation 1036 1425. Notice Of tenth annual meeting of TTnited States Steel Corpora- tion 1036 1426. Notice of annual meeting to approve specific contracts, etc 1037 1427. Notice of annual meeting to amend articles of incorporation 1038 1428. Notice of extraordinary business at annual meeting 1039 1429. Notice of annual meeting to elect directors and amend by-laws. . .103;» 1430. Notice of annual meeting and of proposed amendment of by-laws. 1040 1431. Notice of annual meeting and increase of stock of different classes, and amendment of charter and by-laws 1040 1432. Notice of annual meeting specifying hours of election .1042 1433. Notice of annual meeting — Polls open till specified hour 1042 1434. Notice of annual meeting, and extension of time for closing trans- fer books 1043 1435. Notice of adjourned annual meeting 1043 1436. Notice of annual meeting requiring tickets of admission 1043 1437. Form of ticket for admission to stockholders' annual meeting. . . .1044 1438. Affidavit of mailing notice of meeting 1044 1439. Affidavit of mailing notices — (Another form) 1045 1440. Affidavit of publication of notice 1045 1441. Authority to company to give notices to agent 104G 1442. Minutes of the annual meeting of stockholders 1046 1443. Inspectors' oath and report 1047 1444. Inspectors' certificate of election 1048 1445. List of stockholders — (New Jersey) 1049 1446. Ballot for directors 1050 1447. Ballot for officers 1050 1448. Ballot — (Another form) 1050 1449. Notice of election as a director 1051 1450. Acceptance of election as director 1051 1451. Published notice of election of directors and officers 1051 1452. Published notice of election of directors a^d officers — (Another form) 1052 CHAPTER XX. PROXIES. 1453. Proxy for first meeting of incorporators 1053 1454. Proxy for annual meeting 1053 1455. Proxy for annual meeting of stockholders 1054 1456. Proxy for annual meeting to several persons — (New Jer.sey) 1054 1457. Proxy to two attorneys — Election of directors 1055 1458. Proxy to several attorneys — (Annual meeting) 1055 1459. United States Steel Corporation — Proxy for meeting February 17, 1902 1056 1460. Proxy of corporation 1057 1461. Proxy of corporation — (Another form) 1057 1462. Proxy for special meeting of stockholders to increase capital stock 1058 1463. Proxy for special meeting to increase stock and amend cliarter. . .1058 1464. Proxy for proceedings to dissolve corporation — (New Jersey) 1059 1465. Proxy to several attorneys — (Special meeting) 1060 1466. Proxy for limited period 1060 1467. Substitution of proxy 1061 1468. Form of revocation of proxy 1062 CHAPTER XXI. DIRECTORS' MEETINGS. 1469. Minutes of directors' meeting to act upon a contract, and transact other business 1063 1470. Waiver of notice and consent to meeting 1C66 TABLE OF CONTENTS. xxv Form P"8< 1471. Notice of call of special meeting of directors 1066 1472. lUsolution of board appointing generai mana(,'or 1067 1473. Resolution of board appointing solicitors 1067 1474. Resolution of board ajipointing auditor to fill casual vacancy 1067 1475. Resolution removing auditor 1068 1476. Resolution conlirming previous minutes 1068 1477. Resolution to autliorize tlie execution of a contract 1068 1478. Resolution to borrow money. 1068 1479. Resolution in refeience to debt and employment of counsel 1068 1480. Resolution appointing registrar of stock 10G9 1481. Certificate to registrar 1070 1482. Resolution appointing registrar for increase of stock 1070 1483. Resolution autliorizing filing of reports 1070 14S3a. Certificate of secretary of passage of resolution 1071 1484. Certificate of passage of resolution. . . .'. 1071 1485. Resignation of otiicer 1072 14S6. Resignation of officer and director 1072 1487. Resignation of director 1072 1488. Resignation of director — (Anotlier form) 1072 1489. Resignation to take effect immediately 1073 CHAPTER XXII. DIVIDENDS. 1490. Notice of meeting of directors to declare dividend 1074 1491. Dividend resolution 1074 1492. Dividend resolution — (Another form) 1074 1493. Resolution declaring dividend on preferred and common stock. . . .1075 1494. Resolution for payment of dividend and accumulated dividend on preferred stock 1075 1495. Resolution for payment of dividends in instalments 1076 1496. Letter to stockholders concerning purchase of stock to be distrib- uted among stockholders 1076 1497. Resolution of stockholders concerning purchase of stock as pro- vided in preceding letter 1077 1498. Resolution of stockholders requesting directors to issue stock divi- dend 1077 1499. Resolution of directors to issue stock dividends to stockholders. . . 1077 1500. Resolution for distribution of shares of stock as dividend 1078 1501. Resolution providing for issue of non-voting dividend obligations. 1078 1502. Dividend obligation 1079 1503. Dividend scrip convertible into dividend obligations 1079 1504. Scrip dividend 1080 1505. Resolution authorizing- scrip dividend 1080 1506. Scrip certificate issued pursuant to above resolution 1081 1507. Dividend warrant 1081 1508. Letter enclosing dividend check 10S2 1509. Letter enclosing dividend check on preferred stock 1082 1510. Dividend check 1082 1511. Dividend order 10S3 1512. Standing dividend order 10S3 1513. Communication accompanying foregoing dividend order 1085 1514. I'ower of attorney to receive dividends 1085 1515. Endorsed guaranty of preferred stock 1085 1516. Endorsed guaranty of dividends on preferred stock 1086 1517. Notice of dividend T^S6 1518. Notice of dividend on common stock 1086 1519. Notice of dividend and extra dividend 1087 1520. Notice of dividend and extra dividend — (Another form) 1087 15?1. Notice of dividend, and extra dividend — (.Vnotlier form) 1087 1522. Notice of dividend and additional dividend on preferred stock 1088 xxvi TABLE OF CONTENTS. Form Paeo 1523. Notice of dividend on subscription receipts for stock-carrying divi- dends 1088 1524. Notice of dividend on preferred and common stock 1088 1525. Notice of dividend on first and second preferred stock 1089 1526. Notice of dividend and accumulated dividend on preferred stock. .1089 1527. Dividend notice where stock held in voting trust 1089 1528. Notice of payment of dividend where part of stock held in voting trust 1090 1529. Notice of payment of dividend by voting trustees 1091 1530. Notice by voting trustees of payment of dividend and extra divi- dend and of dividend warrants 1091 1531. Notice of dividend where part of stock held in voting trust 1092 1532. Notice of dividend where part of stock is held in voting trust 1092 1533. Notice of dividend declared by executive committee 1093 1534. Notice of payment of dividend of subsidiary company 1093 1535. Notice of preferred and common stock dividend and request for mailing order 1093 1536. Notice of dividends upon preferred stock payable in Instalments. .1094 1537. Notice of dividend payable on surrender of dividend warrants 1094 1538. Notice of dividend and stock dividend 1095 1639. Notice of declaration of stock dividend 1096 1540. Notice of dividend from revenue and land sales 1096 1541. Notice of payment of dividend out of rental 1097 1542. Notice of dividend and change of dividend date 1097 1543. Notice of dividend and change of dividend periods 1098 1544. Dividend book 1099 1545. Resolution in reference to suing directors for declaring dividends. 1099 1546. Resolution of stockholders in reference to suing directors for de- claring dividends 1099 1547. Agreement for funding arrears of dividend on preferred stock. . . .1100 1548. Funding certificate 1102 1549. Table showing actual rate of income on dividend paying stock at various prices — (Par $100) 1102 CHAPTER XXIII. VOTING TRUSTS. V 1550. Voting trust agreement 1106 1551. Voting trust agreement — (Another form) 1111 1552. Voting trust agreement — (Another form) , 1115 1553. Stock voting trust certificate 1118 1554. Assignment of voting trust certificate 1119 1555. Renewal of voting trust agreement 1119 1556. Letter to certificate holders in reference to renewal of voting trust agreement 1125 1557. Power of attorney to renew voting trust agreement 1125 1558. Published notice of renewal of voting trust agreement by trustees and request to holders of voting trust certificates to execute same 1126 1559. Supplemental notice in renewal of voting trust agreement 1127 1560. Notice of reception of deposits of stock for voting trust 1128 1561. Notice of extension of time to deposit stock in voting trust 1128 1562. Notice of exchange of temporary voting trust certificates for defin- itive certificates 1129 1563. Notice of termination of voting trust and exchange of trust cer- tificates for new stock 1129 1564. Notice of cancellation of voting trust agreement 1130 1565. Notice by voting trustees of dividend on voting trust certificates. 1131 1566. Notice of dividend by company on stock held in voting trust 1131 1567. Notice of dividend on stock held in extended voting trust agree- • ment 1132 TABLE OF CONTENTS. xxA'ii CHAPTER X.VIV. MISCELLANEOUS STOCKHOLDERS' AGREEMENTS. Form P»ge 1568. Pooling agreement llo3 1569. Agreement for control of stock 1134 1570. Agreement for control of corporation 1 1 05 1571. Stock option 1135 1572. Clause in agreement in reference to control of stock ui>lield. . . . 113*< 1573. Resolution for appraisal under above contract 1136 1574. Agreement among stockholders for close corporation 1137 1575. Letter of deposit of stock in trust 1138 1576. Assignment of shares of stock to l^e held in trust 1139 1577. Agreement for transfer of vendor's shares to secretary in trust for company • 1141 1578. Offer and agreement to donate stock to corporation 1142 1579. Stockholders' arbitration agreement and award thereon 1143 1580. Stockholders' agreement to join in litigation based on deceit in aalc of stock 1145 CHAPTER XXV. NEGOTIABLE INSTRUMENTS. 1581. Simple promissory note 1150 1582. Note payable to corporation 1150 1583. Draft by corporation 1150 1584. Endorsement of note or draft by corporation 1151 1585. Endorsement of note by corporation 1151 1586. Endorsement of note without recourse 1152 1587. Endorsement without recourse — (Another form) 1152 1588. Endorsement for collection 1153 1589. Endorsement waiving protest 1153 1590. Restrictive endorsement 1154 1591. Promissory note and endorsements 1154 1592. Non-negotiable note 1154 1593. Collateral note by corporation to bank 1155 1594. Collateral note by corporation — (Another form) 1156 1595. Collateral note secured by stock and bonds 115" 1596. Collateral trust note with guaranty 1158 1597. Short term note 1159 1598. Form of coupon 1160 1599. Resolution authorizing issue of short-term notes 1161 1600. Resolution for issue of short-term notes, with covenant against mortgages 1163 1601. Short-term note with covenant against mortgages 1163 1602. Offer for sale of short-term notes 1165 1603. Notice of payment of interest coupons 1165 1604. Notice of payment of short-term notes 1165 1605. Notice of maturity of short-term notes 1166 1606. Notice of retirement of coupon notes 1166 1607. Offer of refunding gold notes 1166 1608. Notice of redemption of collateral trust notes 1167 1609. Notice of redemption of i.^sue of collateral trust notes before maturity 1167 1610. Notice of redemption of notes before maturity 1168 1611. Notice of redemption of convertible gold notes by successor trustee 1168 1612. Notice of extension of notes 1169 1613. Notice of payment of part of note issue at maturity and offer of extension of remainder 1169 1614. Notice of offer to extend gold notes 1170 1615. Notice of privilege of extension of gold notes 1170 xxviii TABLE OF CONTENTS. Form P*8e 1616. Extension of trust deed note, payable in gold coin 1171 1617. Extension interest note 1172 1618. Coupon judgment note 1173 161!i. Joint and several judgment note - 1173 16-0. Agreement to surrender note if reorganization effected and take other security 1174 1621. Corporate check 1175 1622. Corporate check — (Another form) 1175 1623. Corporate check — (Another form) '. .1176 1624. Endorsement of check by corporation 1176 1625. Endorsement of check for deposit 1176 1626. Voucher check , 1177 1627. Voucher check 1178 162S. Form of letter when voucher check is used 1179 1 629. Voucher 1180 1630. Bond of indemnity on payment of lost note 1180 1631. Bond of indemnity on paying a lost bond — (Another form) 1181 CHAPTER XXVI. DEEDS, MORTGAGES AND LEASES. 1632. Warranty deed, corporation to corporation 1183 1633. Quit claim deed, by corporation 1184 1634. Declaration of trust in land 1185 1635. Declaration by trustee of a trust 1186 1636. Articles of agreement for warranty deed 1187 1637. Bond for deed 11S3 1 638. Bond for deed to mining property 1189 1639. Resolution of stockholders authorizing loan 1190 1640. Resolution of stockholders authorizing mortgage 1190 1641. Mortgage by corporation to corporation 1190 1642. Release of mortgage by corporation — (Illinois form) 1194 1643. Release of mortgage by corporation — (Another form) 1195 1644. Release of part of mortgaged premises 1195 1645. Chattel mortgage of corporation to individual — (Illinois form).. 1196 1646. Specific pledge of book debts 1198 1 647. Lease, with covenants 1199 1648. Lease — By corporation to individual 1200 1649. Agreement for lease of an entire plant 1205 1650. Lease of manufacturing plant 1209 1651. Lease of railroad 1213 1652. Assignment of lease 1220 1653. Notice to quit by a landlord to a tenant from year to year 1220 1654. Notice by a tenant from year to year of its intention to quit 1221 1655. Notice to remove property on expiration of lease 1221 1656. Notice to tenants of a conveyance to a purchaser 1222 1657. Stockholders' resolution concerning defaulted lease and notice of resolution 1222 1658. Testimonium clause of deed poll 1223 1659. Testimonium clause of indenture 1223 CHAPTER XXVII. BOND ISSUES. 1660. Trust deed securing first mortg;tgo bonds 1225 16R1. Indenture securing first mortgage gold bonds of Power Company.. 1249 1662. Notice of special meeting to authorize issue of sinking fund debenture bonds 1271 1663. Notice of special meeting of stockholders to authorize bond issue and mortgage deed of trust 1272 TABLE OF CONTENTS. xxix Page .1273 .1302 Form 1664. Resolution of stockholders authorizing Issuance of bonds and mortgages 1664a. Resolution of board of directors authorizing bond issue and mort- gage ^-'•* 1665. Resolution of directors authorizing mortgage 127C 16G6. Collateral trust deed securing bonds 1277 1667. Collateral trust deed securing income bonds, containing form of bond 16G8. Endor.seincnt on stock certificates pledged under collateral trust deed 1315 1609. Income bond 1^1^ 1670. Income ihortgage bond scrip 1318 1671. Clause in reference to payment of interest on income bonds. .. .1320 1672. Registered bond • 1220 1673. General mortgage railroad bond (Registered; 1322 1674. Convertible gold bond •• 1323 1675. Clause of mortgage regulating conversion of bonds into stock... 1326 1676. Covenant in trust deed to keep on hand quick assets 1327 1677. Clause for sinking fund to redeem preceding bond 1328 1678. Convertible sinking fund coupon bond 1330 1679. Sinking fund gold bond — (Paper Company) 1332 1650. First mortgage sinking fund bond — (Coal Company) 1334 1651. Clauses of coal company mortgage regulating sinking fund bonds. 1336 1682. Refunding and improvement mortgage bond 1339 1683. Clauses regulating issue of refunding and improvement mortgage bonds of railway company — (Referred to in preceding form).. 1341 1684. Convertible debenture indenture 1342 16S5. Coupon debenture note 1356 16SG. Extracts from .indenture securing preceding debenture notes... 135S 1657. Collateral trust agreement securing convertible bonds 1361 1658. Trust agreement securing guaranteed trust certificates 1370 1689. Guaranty of bond by corporation 1378 1690. Guaranty endorsed on bond 1379 1691. Guaranty of bond endorsed thereon 1379 1692. Clause of mortgage as to guaranty of bonds 1379 1693. Guaranty of bond by indorsement 1380 1694. Guaranty by railroad company endorsed on bond ...1380 1695. Guaranty by railroad company endorsed on bond — (Anotlier form). 1381 1696. Guaranty of bond by Individuals 1381 1697. Resolution of directors autliorizing guaranty of bonds 1381 1698. Trust indenture securing gold notes 1382 1699. Notice of election to pay off portion of outstanding notes, and offer of exchange of new notes for residue 1399 1700. Supplemental mortgage 1399 1701. Supplemental mortgage of after-acquired property 1407 1702. Supplemental mortgage agreement 1410 1703. Agreement by security holders allowing creation of prior securities 1422 1704. Resolution of preferred stockholders consenting to execution of first mortgage 1'123 1705. Resolution in reference to surrender of mortgage bonds for new bonds 1424 1706. Notice of exchange of temporary certificates for mortgage bonds. .1424 1707. Notice of exchange of certificates of deposit for definitive engraved securities 1425 1708. Notice of exchange of certificates of deposit for definitive bonds. 1425 1709. Notice to stockholders of privilege to subscribe for convertible gold bonds 1426 1710. Notice to stockholders of privilege to subscribe for convertible bonds, with form of resolution containing terms of privilege. . 1427 1711. Notice of privilege to subscribe for convertible debenture bonds. .1429 1712. Advance, subscription to convertible debentures 1432 XXX TABLE OF CONTENTS. Form " P*8« 1713. Warrant for debenture 1432 1714. Fractional warrant for debenture 1433 1715. Subscription receipt for debentures 1435 1716. Subscription for bonds, with bonus of stock 1436 1717. Subscription for bonds 1436 171S. Subscription for bonds — (Another form) 1436 1719. Agreement to purchase bonds from subscriber 1437 1720. Notice in reference to deposit of income bonds for the purpose of having interest warrants attached thereto 1437 1721. Notice to bondholders of right to have guaranty of interest endorsed thereon • • . 1438 1722. Notice to bondholders of right to have guaranty endorsed on bonds, with form of guaranty 1438 1723. Notice of payment of coupons 1439 1724. Notice of payment of coupons — ('Another form) 1439 1725. Notice by trustee for taking up coupons on condition, and accept- ance 1440 1726. Notice of payment of interest on deposited mortgage bonds 1440 1727. Notice of payment of interest on bonds deposited under agree- ment 1440 1728. Notice of declaration of interest upon adjustment mortgage bonds 1441 1729. Notice of declaration of interest upon income bonds 1442 17 30. Notice of payment of interest by trustee for income bonds 1442 1731. Notice of payment of interest by income bondholders' protective committee 1443 1732. Notice of ascertaining and declaration of interest upon income bonds 1444 1733. Notice of payment of coupons on matured timber certificate deposited with committee 1444 1734. Notice of redemption of outstanding first mortgage bonds before maturity 1445 1735. Notice of payment of bonds by successor company 1445 1736. Notice of redemption of entire bond issue 1446 1737. Notice of redemption of bond issue before maturity 1447 1738. Notice ,of redemption of collateral notes 1447 1739. Notice of redemption of bonds 1448 1740. Notice of redemption of sinking fund bonds 1448 1741. Notice of first mortgage bonds drawn for payment ...1449 1742. Notice of bonds drawn for redemption with certificate of notary public 1449 1743. Notice of drawing of bonds for sinking fund and certificate of notary public 1450 1744. Certificate of sinking fund commissioners as to drawing of bonds for sinking fund 1451 1745. Notice of exercise of option to call bonds for payment 1451 1746. Notice of reception of proposals to sell bonds for sinking fund — 1452 17 47. Notice of reception of proposals to sell bonds for sinking fund — (Another form) 1452 1748. Notice of reception of proposals to sell bonds 1453 1749. Notice of reception of offers to sell equipment bonds for sinking fund 1453 1750. Notice of reception of offers to sell mortgage bonds for proceeds of part of collateral deposited under mortgage 1454 1751. Notice of purchase of bonds by leave of court 1454 1752. Notice of payment of first mortgage bonds and privilege to exchange for consolidated mortgage bonds, with form of resolu- tion 1455 1753. Redemption notice with offer for sale of other securities 1456 1754. Notice of exchange of new bonds for maturing bonds, and terms of exchange 1458 1755. Notice of offer to exchange preferred stock for bonds 1458 1756. Notice of offer to exchange bonds on certain terms 1459 TABLE OF CONTENTS. xxxi 1757. Notice of offer to extend first mortgage bonds Hou 1758. Notice of extension of first mortgage sinking fund bonds 1460 1759. Notice of privilege to extend time of payment of bonds and offer of excliange Hdl 1760. Agreement for extension of first mortgage bonds 1462 1761. Agreement of debenture holders to extend time for payment. ... 1469 1762. Published notice of bondholders' meeting to consider default In Interest and future action 1470 1763. Notice in reference to meeting of bondholders 1471 1764. Proxy for bondholders' meeting 1472 1765. Copy of receipt or certificate referred to in preceding notice. ... 1472 1*66. Notice of annual meeting of registered bondholders 1473 1767. Notice of adjourned meeting of bondholders 1473 1768. Notice of meeting of bondholders to appoint a successor trustee. 1473 1769. Notice of vacancy in office of trustee for bondholders 1474 1770. Notice of appointment of successor trustee 1474 1771. Notice of appointment of successor trustee for bondholders 1475 1772. Notice of sale by trustee of collateral securing bonds 1476 177.^. Notice of trustee's sale of real estate under indenture securing bonds 1477 1774. Notice of stolen bonds 1479 1775. Indemnity bond for lost coupons 1479 CHAPTER XXVIII. MISCELLANEOUS CORPORATE INSTRUMENTS. 1776. Agreement by company adopting contract made on its belialf before incorporation 14 81 1777. Agreement for change and modification of contract 1481 1778. Bond given for the performance of covenants 1482 1779. Bond for payment of money 1483 1780. Bond of indemnity to surety on bond 1483 1781. Bond to one bound for a corporation, the obligor in a bond for tlie payment of money 1484 1782. Contractor's bond to corporation for erection of building 1485 1783. Bond for completion of building 1486 1 784. Bond of sub-contractors 1487 1785. Bond by lessee for performance of covenants of lease of coal mine 1488 1786. Assignment of account by corporation 1488 1787. General assignment to corporation 1489 1788. Assignment of money due on open account 1489 1789. Assignment of bond without recourse 1490 1790. Assignment of moneys due under contract 1491 1791. Assignment of money due and to become due under contract ... .1491 1792. Second assignment of money due and to become due under con- tract 1492 1793. Pledge of money due under contract 1493 1794. Assignment of contract 1494 1795. Assignment of contract with covenant to indemnify assignor. . . .1494 1796. Assignment of contract by corporation to corporation 1495 17 97. Consent to foregoing assignment 1496 1798. Assignment of judgment by corporation 1497 1799. Notice of assignee by assignment 1498 ISOO. Notice of assignment by assignor 1498 1801. Notice of assignment of accounts by assignor to prior assignee. 149r 1802. Notice of assignment of accounts by assignee to prior assignee. .1499 1803. Bill of sale by a corporation — (Illinois) 1499 1804. Bill of sale to a corporation 1500 1805. Agreement for sale of goods at price to be ascertained by appraisement 1501 1806. Assignment of bill of sale with general and special warranty .. 1501 1807. Assignment of personal property by corporation to corporation. . 1502 xxxii TABLE OF CONTENTS. Form PaB« 1808. Sale of good will and right to use name 1504 1809. Agreement for sale of a secret process 1505 1810. Agreement for sale of cars 1508 1811. Agreement to expedite deliveries of material 1509 1812. Agreement for orivilege of sale of machinery 1510 1813. Contract for sale of machinery — Proposal and acceptance 1514 1814. Contract for superstructure of bridge 151B 1815. Agreement for sale of coal 1516 1816. Contract to furnish coal 1517 1817. Agreement for sale of coal 1518 1818. Agreement for sale and purchase of iron 1520 1819. Agreement for sale and purchase of lumber 1520 1820. Contract with United States Government — (Treasury Dept.) . . .1523 1820a. Bond for contract with United Suites — (Treasury Dept.) 152-7 1821. Certified copy of contract with United States — (Treasury Dept.). 1528 1822. Agreement for right to lay water pipes and convey water over land 1 528 1823. Agreement for riglit of way of i-ailroad i 1531 1824. Lease of premises for storage of consigned property 1532 1825. Appointment of custodian of pledged property situated on prem- ises leased from pledgor 1534 1826. Agreement relative to pledged property 1535 1827. Agreement for erecting a building 1537 1828. Agreement for hiring vessel for cash rental and stock of lessee. .1537 1829. Escrow agreement to be endorsed on envelope containing instru- ment to be held in escrow 1540 1830. Letter for deposit of documents subject to condition 1540 1831. Receipt for documents deposited in escrow 1541 1832. Order to deliver documents 1541 1833. Letter to custodian of escrow agreement 1542 1834. Agreement with bank on obtaining credit 1542 1835. Statement for obtaining credit — (Another form) 1542 1836. Statement for obtaining credit 1 543 1837. Statement for credit — (Copartnership) 1544 1838. Stockholders' guaranty for credit to be extended corporation by bank 1546 1839. Guaranty for a corporation 1547 1840. Contract of guaranty by a corporation 1548 1841. Guaranty of payment of extended notes of corporation 1548 1842. Guaranty of debts of corporation to limited amount 1549 1843. Guaranty of corporate indebtedness to a bank 1550 1844. Guaranty of payment of corporate note 1550 1845. General release or discharge to corporation 1551 1846. Release of claim for personal injuries 1551 1847. Release by employe for personal injury 1552 1848. Covenant not to sue stockliolders on account of stock liability. . . .1553 1849. Agreement to pay money with release and other stipulations 1554 1850. General power of attorney 1556 1851. Power of attorney with an interest 1557 1852. Power of attorney to prosecute claim against Government 1558 1853. Power of attorney to sell stock, and receive dividends 1560 1854. Power of attorney to transfer stock 1560 1855. Revocation of power of attorney 1561 1856. Substitution under power of attorney 1561 1857. Power of attorney to recover debts 1562 CHAPTER XXIX. AGREEMENTS WITH EMPLOYES. 1858. Agreement between corporation and employe 1564 1859. Agreement for employment 1565 1860. Aptr'^ement for the employment of a manager by a company ... .1566 TABLE OF CONTENTS. xxxiii Form p,gj 1861. Agreement for the engagement of a manager of a company 1GC7 1862. Contract for employment of general agent 1568 1863. Contract with foreman 15C9 1864. Agreement with employe to hold stock in tru.st for term of years. 1570 1865. Bond of employe of corporation — (Pennsylvania; 1571 1866. Bond of agent of corporation 157 2 1867. Agreement by employes not to enter competing business 1573 1868. Agreement with employe covenanting not to enter competing business 1574 1869. Agreement to purchase stock purchased in consideration of employment 1577 1870. Agreement with employe as to inventions 1578 1871. Agency agreement for sale of machinery 1580 1872. Order for machinery, under agreement in preceding turm 1583 1873. Agn-ement for sales on commission and assignment of same 1584 1874. Assignment of salary and notice to employer 1534 CHAPTER XXX. EMPLOYES' BENEFIT ASSOCIATIONS AND AGREEMENTS. 1875. Trust deed of shares in company for benefit of employes 1587 1876. Rules of employes benefit association 1588 1877. Deed of trust between benefit association and trustees 1598 J878. Trust agreement as to funds Of employes benefit association 1603 1879. Schedule of contributions to employes benefit association 1604 1880. Industrial accident department of International Harvester Com- pany and associated companies 1605 1881. Benefit Association plan for the employes of International Har- vester Company and subsidiary companies — Organized Sept. 1, 1908 1611 1882. Pension system of International Harvester Company and sub- sidiary companies 1625 • CHAPTER XXXI. SPECIAL MEETING OF STOCKHOLDERS. 1883. Waiver of notice of meeting of stockholders for general purposes. 1628 1884. Notice of special meeting of stockholders to consider proposed contract 1629 1885. Notice of meeting to consider sale of property 1629 1886. Notice of special meeting to pass on purchase of entire assets of another corporation 1630 1887. Notice of stockholders' meeting to consider conveyance of all property of corporation 1630 1888. Notice of special meeting of stockholders to consider sale of cars, lease, and other matters 1631 1889. Notice of special meeting of stockholders to authorize corporate mortgage 1631 1890. Notice of special meeting to authorize issue of notes 1632 1891. Notice of special meeting of stockholders to authorize issue of bonds 1632 1892. Notice of special meeting to consider increase of indebtedness. .1633 1893. Notice of special meeting of stockliolders to increase Indebted- ness, authorize bond issue, and other business 1633 1894. Notice of special meeting to amend charter and increase capital stock 1634 1895. Notice of Special meeting to authorize pledge of stock 1635 1896. Notice of stockholders' meeting of corporation organized under special act to consider acceptance of later act 1635 1897. Notice of special meeting to change date of annual meeting. ... 1636 1898. Notice of special meeting called by resolution of directors 1636 xxxiv TABLE OF CONTENTS. Korm I'aKS 1S99. Notice of special meeting of stockholders called by resolution of directors — (Another form) 1636 1900. Stockholders' call for special meeting of stockholders 1637 1901. Notice of call of meeting by majority of stockholders 1637 1902. Notice of call of special meeting by one stockholder .1638 1903. Minutes of special meeting of stockholders 1638 1904. Secretary's certificate of passage of resolution at stockholders' meeting 1639 CHAPTER XXXII. CHANGES IN CAPITAL STOCK AND AMENDMENTS TO CHARTERS. 1905. Minutes of a special meeting of the board of directors to call stockholders' meeting to consider increase of stock — (Illinois) .1641 1906. Published notice of special meeting to increase capital stock — • (Another Illinois form) 1641 1907. Notice for publication of special meeting to increase capital stock — (Another Illinois form) 1642 1908. Notice of stockholders' meeting to increase capital stock — (Illinois) 1642 1909. iMinutes of a special meeting of the stockholders to increase capital stock, also directions as to making other changes and forms of resolutions — (Illinois) 1643 1910. Certificate of increase of capital stock — (Illinois) 1646 1911. Certificate of increase of stock to be filed with recorder — (Illinois) 1647 1912. Certificate of increase of capital by issuing preferred stock — (Illinois) 1648 1913. Notice of increase of stock for publication — (Illinois) 1650 1914. Notice of increase of stock by issuing preferred stock — (Illinois) .1651 1915. Notice of increase of capital by issuing cumulative preferred stock at annual meeting — (Illinois) 1651 1916. Notice of increase of common ' stock — Preferred stock not changed — (Illinois) '. 1651 1917. Published notice of increase of common stock — Preferred stock not changed — (Illinois) 1652 1918. Notice of special meeting to increase capital stock and reorgan- ize the company — (Illinois) 1653 1919. Receipt of notice, agreement and proxy — (Illinois) 1654 1920. Minutes of special meeting of stockholders to increase capital stock and reorganize company — ( Illinois) 1656 1921. Letter to stockholders in re application for increased stock — (Illinois) 1658 1922. Application for stock 1658 1923. Application for warrant 1659 1924. Letter to stockholders concerning increase of stock and riglit to subscribe therefor — (Another form) 1659 1925. Subscription 1660 1926. Assignment 1661 1927. Stock allotment receipt 1661 1928. Stock allotment warrant 1662 1929. Warrant for increase of stock 1663 1930. Receipt for subscription for fractional shares of increase of stock 1663 1931. Fractional stock allotment warrant 1664 1932. Temporary certificate 1664 1933. Waiver of right to subscribe to increased stock 1665 1934. Notice of annual meeting and special meeting to increase capital stock — (New York) 1666 1935. Notice of special meeting to increase capital stock and issue pre- ferred stock — (New York) 1666 TABLE OF CONTENTS. xxxv 193*;. Notice of special meeting to increase stock, and amend charter and by-laws — (Delaware; 1667 r.)37. Notice of special meeting of stockholders to increase capital stock, with form of resolution — (Pennsylvania) 1668 1938. Notice of special meeting to consider increase of stock and of corporate Indebtedness — (Pennsylvania) 1669 1939. Notice of special meeting of stockholders to consider increase of capital stock — (Pennsylvania) 1670 1940. Notice to stockholders in reference to increase of capital stock.. 1C70 1941. Ke.'^oliition increasing capital stock — (Ohio) 1671 19 12. Kesoliition of stockholders for increase of slock 1671 1943. Ke.solulion of board of directors concerning increase of stock.. 1671 1944. Resolution of directors calling stockholders' meeting to pass on the increase of capital stock — (Pennsylvania) 1672 1945. Certiticate of judges of election by stockholders to increase capital stock — (Pennsylvania) ' 1672 1946. Notice of increase of capital stock and right to subscribe there- for with form of resolution 1 673 1947. Offer to stockholders of privilege to subscribe for increased pre- ferred stock 1674 1948. Notice of offer of increased capital stock to stockholders 1675 1949. Notice of reduction of stock issue — (PennsJ-lvania) 1676 1950. Notice of special meeting of stockholders to consider reduction of capital stock — (Pennsylvania) 1677 1951. Resolution for decrease of capital stock 1677 1952. Resolution for increase or decrease of authorized capital stock.. 1677 1953. Resolution reducing capital stock 1678 1954. Resolution of directors in reference to reducing capital stock and amendment of charter, and calling stockholders' meeting — (Northern Securities Company, a New Jersey corporation) ... .1678 1955. Certificate of decrease of stock — (Illinois) 1679 1956. Resolution for changing number and par value of shares with- out changing the amount of authorized capital stock 1680 1957. Resolution changing par value of shares of stock 16S0 1958. Notice of special meeting to reduce par value of shares and increase the amount of capital stock 1681 1959. Resolution increasing or decreasing capital stock and changing r ar value 1681 1960. Ciiange of directors — Notice for mailing — (Illinois) 1682 1961. Notice of meeting to change number of directors, for publica- tion — (Illinois) 1682 1962. Resolution changing number of directors 1683 1963. Publislied notice of change of name, increase of par value of shares, decrease of number of shares, reduction of number of directors, and change of classification of directors, and changing location of principal office — (Illinois) 1683 1964. Certificate of increase of capital stock and increase in number of directors — (Illinois) 1684 1965. Certificate of ciiange of directors for Secretary of State — Illi- nois) 16S5 1966. Certificate of change of directors, for Recorder — (Illinois) 1685 1967. Notice of stockholders' meeting to change name, change object and increase capital stock — (Illinois) 1686 1968. Resolution for change of name 16S7 1969. Resolution changing the name of a corporation 1687 1970. Certificate of change of name — (Illinois) 1687 1971. Notice of cliange of name — (Illinois) 168S 1972. Notice of change of objects — ( Illinois) 16nS 1973. Resolution changing objects of corporation 16S9 1974. Certificate of change of objects of corporation — (Illinois) 168:.' 1975. Resolution to extend duration of corporate existence 169') 1976. Resolution for extending corporate existence 1691 xxxvi TABLE OF CONTENTS. Form i'age 1977. Resolution for change of principal place of business 1691 1978. Certificate of change of principal office — (Illinois) 1691 CH^VPTKR XXXIII. MERGER AND CONSOLIDATION OF CORPORATIONS. 1979. Notice of special meeting of stockholders to consider proposed consolidation — (Illinois) 1692 1980. Agreement for consolidation — (Illinois) 1693 1981. Recommendation of the board of directors to llie stockholders of the Knickerbocker Ice Company 1698 1982. Proxy for meeting to consider consolidation — (Illinois) 1701 1983. Certificate of consolidation — (Illinois) 1702 1984. Published notice of consolidation — (Illinois) .1702 1985. Notice of special meeting to act upon agreement of merger, etc. — (Virginia) 1703 1986. Notice of meeting to consider proposed consolidation — (Pennsyl- vania) 1704 1987. Notice of meeting to act upon agreement of merger — (New York). 1704 1988. Agreement for merger and consolidation — (Pennsylvania) 1705 1989. Notice of merger of. trust companies — (Pennsylvania) 1708 1990. Agreement of merger 1709 1991. Resolution of directors as to consolidation — (New. Jersey) 1712 1992. Agreement of consolidation — (New Jersey Corporations) 1713 1993. Agreement for merger and consolidation — (New Jersey .Corpora- tions) 1719 1994. Notice to stockholders of plan of merger of national banks and of option to exchange stock 1725 1995. Notice of stockholders' meeting to increase stock and request for waiver of right to subscribe 1726 1996. Proxy and waiver of right to subscribe 1726 1997. Assent to merger and proxy 1727 1998. Notice of stockholders' meeting to consider merger 1727 1999. Notice to stockholders of proposed )nerger and of amendments. . 1728 2000. Agreement for merger of national banks 1729 2001. Notice to stockholders by liquidating committee and request for deposit of stock ,. 1731 2002. Receipt for stock by liquidating committee 1732 2003. Receipt for stock to liquidating committee 1732 2004. Letter enclosing new certificates 1732 2005. Notice to correspondents of absorbed bank 1733 2006. Letter to correspondents about endorsements 1733 2007. Notice to customers of absorbed bank i 1734 2008. Published notice of merger of national banks 1734 2009. Letter to stockholders of national banks and trust companies setting forth plan of consolidation 1734 2010. Notice to stockholders of national bank entering consolidation. . .1738 2011. Notice to stockholders of national bank to be dissolved 1739 2012. Notice to stockholders of state bank of special meeting to change name 1740 2013. Notice to stockholders of state banli to be dissolved in carrying out plan of consolidation 1740 2014. Proxy of stockholders of national bank and state bank for meet- ings in reference to consolidation 1741 2015. Proxy of stockholder of national bank and state bank for meet- ings to disson-^ the corporations in carrying out a plan of con- solidation ■* 1744 2016. Minutes of meeting of stockholders of national bank approving merger with another bank, increasing capital stock, number of directors, etc ; 1746 2017. Agreement for amalgamation and consolidation 1750 TABLE OF CONTENTS. xxxvii Form Page 2018. Notice of special meeting of board of directors to consider con- solidation of corporations 1752 2019. Proof of service of above notice i7o3 2020. Resolution to authorize the sale of the business and property of a corporation to another corporation 1753 2021. Notice of special meeting of stockliol(l»rs 1754 2022. Affidavit verifying: service of above notice 1754 2023. Minutes of stockholders' meeting 1755 2024. Approval of individual stockholders 175C 2025. Agreement for .sale of business 1756 2026. Resolution allotting stock in new company 1758 2027. Agreement between promoters of holding companies to consolidate. 1759 CHAPTER XXXIV. DISSOLUTION OF CORPORATIONS AND DISINTEGRATION OF COMBINATIONS. 2028. Certificate of proceedings for the abandonment of the corporate enterprise — (Illinois) 1763 2029. Call by stockholders for special meeting to dissolve corporation — (Illinois) 1765 2030. Notice of special meeting to dissolve corporation — (Illinois) ... .1765 2031. Notice of special meeting to dissolve corporation and certificate of publication — (Illinois) 1766 2032. Minutes of special meeting to dissolve corporation — (Illinois) . . . .1767 2033. Published notice of resolution to dissolve — (Illinois) 1768 2034. Certificate of voluntary dissolution — (Illinois) 1768 2035. Certificate of dissolution — (Another Illinois form) 1769 2036. Notice of dissolution — (West Virginia) 1770 2037. Advertisement for bids for an entire plant 1771 2038. Surrender of charter before organization — (West Virginia) ... .1771 2039. Resolution for voluntary dissolution — (West Virginia) 1772 2040. Certificate of president — (West Virginia) 1772 2041. Notice for publication — (West Virginia) 1773 2042. Publisher's certificate 1773 2043. Notice of corporation having become defunct — (West Virginia) . .1773 2044. Resolution accepting offer of trust company to act as depository of assets in payment of creditors on dissolution 1774 2045. Resolution appointing liquidator — (Kentucky) 1775 2046. Resolution of directors relative to exchange of stock 1776 2047. Notice of formation of preferred stockholders' committee to form- ulate plan for disintegration of The American Tobacco Co.... 1778 2048. Preferred stockholders' protective agreement on disintegration of The American Tobacco Company 17 75 2049. Certificate of deposit of preferred stock of Tlie American Tobacco Company referred to in preceding form 1790 2050. Certificate of deposit of bonds 1791 2051. Forwarding schedule of securities sent to depositary 1792 2052. Notice of extension of time to deposit bonds and of payment of expenses of committee 1793 2053. Published notice extending time for depositing bonds under afore- said agreement 1794 2054. Notice of listing of certificates for stock deposited, and exten- sion of time to deposit stock, etc 1704 2055. Notice of approval of plan and of right to withdraw bonds 1795 2056. Circular letter concerning notice in preceding form 1796 2057. Circular to security- holders in reference to plan of disintegration. 1797 2058. Notice by brokers concerning exchange of securities 1802 2059. Notice of disintegration of Standard Oil Company pursuant to decree of court 1802 xxxviii TABLE OF CONTENTS. CHAPTER XXXV. REORGANIZATION OF CORPORATIONS. Form Page 206C. Agreement for reorganization 1804 2061. Plan for readjustment of debt 1809 2062. Modified or substitute plan for the readjustment of debt 1814 2063. Agreement for readjustment of debt in accordance with a plan of reorganization — Set forth in two preceding forms 1818 2064. Letter to secured creditors as to reorganization of bankrupt cor- poration owning or controlling subsidiary companies 1827 2065. Agreement of reorganization of bankrupt corporation 1828 2066. Certificate of deposit of claim under reorganization agreement. . .1840 2067. Endorsed assignment of preceding certificate of deposit 1841 2068. Notice of formation of bondholders' protective committee for Insolvent corporation 1842 2069. Bondholders' deposit agreement referred to in the preceding form. 1843 2070. Statement of financial condition of company involved in preced- ing agreement 1848 2071. Notice of default in interest of company and request for deposits by committee 1849 2072. Notice of formation of preferred stockholders' protective com- mittee 1850 2073. Stockholders' protective agreement referred to in preceding form. 1851 2074. Notice to bondholders and stockholders of plan and agreement for reorganization ; 1856 2075. Plan of reorganization referred to in preceding form 1859 207 6. Agreement for reorganization 1862 2077. Notice to bondholders by reorganization committee of approval of plan and agreement, and of right to withdraw securities 1874 2078. Notice to stockholders of approval of plan and agreement and of right to withdraw stock upon payment of proportionate expenses 1875 2079. Notice by reorganization committee of time in which deposits must be made and of creation of voting trust 1877 2079a. Call for a.ssessments due under reorganization plan and agree- ment 1878 2080. Stockholders' reorganization agreement and notice of steps to carry out same 18 79 2081. Notice to bondholders of formation of reorganization committee and request that bondholders deposit .bonds under plan and agreement for reorganization 1881 2082. Notice to bondholders of extension of time within which to deposit bonds 1883 2083. Plan and agreement for reorganization of allied corporations referred to in two forms ne-vt preceding 1884 2084. Notice by committee of security holders in re merger and reor- ganization 1891 2085. Notice of committee representing security holders requesting deposits of securities 1892 2086. Published notice by reorganization committee formed by merger of separate committees of reorganization and merger of two corporations 1893 2087. Notice of election to terminate deposit agreement 1894 2088. Notice of committee of third mortgage bondholders in re reorgan- ization 1894 2089. Notice of protective committee of income bondholders 1895 2090. Notice of call of instalments under reorganization agreement and notice to holders of securities not deposited 1896 2091. Notice of stockholders' committee in reference to deposit of stock under plan of reduction of capital stock 1897 2092. Notice of extension of time to deposit stock under plan of reduc- tion and readjustment 1898 TABLE OF CONTENTS. xxxix Form *»»«« 2093. Notice of cominittee In reference to plan of reduction and readjustment of capital stock < .1899 2094. Notice of reorganization committee requesting deposits 1899 2095. Notice Ijy reorganization committee requesting deposits — (Another form) 1900 2096. Notice of bondholders' committee requesting deposit of bonds 1901 2097. Notice of reorganization committee declaring plan operative 1901 2098. Notice of committee declaring plan operative, and extending time for deposits 1902 2099. Notice of committee declaring plan and agreement for reorganiza- tion operative, and requiring deposit of securities witiiin speci- fied time under penalty 1903 2100. Published notice of adoption of plan and agreement for protec- tion of bondholders 1903 Notice of adoption of bondholders' agreement 1904 Notice of adoption by committee of plan and agreement for reorganization 1905 Notice of modification of reorganization plan 1906 Notice of extension of time for deposit under plan of reorganiza- tion 1907 Notice of resolution to extend time to deposit stock in order to participate in reorganization 1908 Notice of extension of time to deposit securities under reorganiza- tion agreement 1908 Notice of extension of time to deposit securities 1909 Notice of further extension of time to receive deposits under reorganization agreement 1909 Final notice by reorganization committee, re(|uesting deposits. ... 1910 Final notice retiuesting deposits for reorganization and prescrib- ing penalty for non-compliance 1911 Notice of reorganization committee calling for final instalment upon securities deposited 1911 Notice of expiration of period within which bonds may be deposited 1912 Final notice of reception of deposits under reorganization agree- ment 1912 Notice by committee under protective agreement of offer to pur- chase securities, and of termination of such agreement 1913 Notice of extension of time to make exchange offered in preced- ing notice 1914 Certificate of deposit 1914 Certificate for stock deposited under reorganization agreement. . .1915 Certificate of deposit of common stock 1917 Certificate of deposit of bonds under agreement of merger and reorganization 1918 Notice of withdrawal of deposit agreement 1919 Notice of withdrawal of deposit agreement plan 1919 Notice of return of bonds deposited under deposit agreement 1920 Notice of distribution to holders of certificates of deposit by reorganization committee 1920 Notice of exchange of certificates of deposit for definitive securities ..../. 1921 Notice of reorganization committee in reference to exchange of certificates of deposit for certificates of stock in the new cor- poration 1921 Right to exchange certificates of deposit for stock certificates. .1922 Notice of filing of accounts by reorganization committee 1928 2101. 2102. 2103. 2104. 2105. 2106. 2107. 2108. 2109. 2110. ^111, 2112, 2113. 2114. 2115. 2116. 2117. 2118. 2119. 2120. 2121. 2122, 2123, 2124 2125, 2126. 2127 xl TABLE OF CONTENTS. CH.VPTER XXXVI. . PATENTS AND TRADE MARKS. Fonn Page 2128. Assig-nment of an entire interest in an invention before the issue of letters patent 1924 2129. Assignment of the entire interest in letters patent 1924 2130. Assignment of an undivided interest in letters patent 1925 2131. Assignment of territorial interest after grant of patent 1926 23 32. License — Shop-right 1926 2133. License — Not exclusive — With royalty 1927 2134. Assignment of patents 1928 2135. Agreement to assign patent to corporation 1929 2136. Agreement for sale of interest in patent in exchange for stock. . . .1930 2137. Agreement to share in expense of maintaining patent suit 1931 2133. Petition for registration of trade mark under Federal law 1932 2139. Statement for an individual 1932 2140. Declaration for an individual 1933 2141. Statement for a firm 1933 2142. Declaration for a firm 1934 2143. Statement for a corporation or association 1934 2144. Statement for registration of trade mark 1935 2145. Declaration for a corporation or association 1935 2146. Declaration for applicants under the ten-year proviso 1936 2147. Declaration for foreigner 1936 2148. Statement for an individual under section 3 of the Act of May 4, 1906 1937 2149. Declaration for foreigners under section 3 of the Act of IMay 4, 1906 19? ? 2150. Notice of opposition 1938 2151. Application for cancellation of trade mark — 1938 2152. Warning against unfair competition 1929 CHAPTER XXXVII. LISTING STOCK ON STOCK EXCHANGES. 2153. Rules of the New York Stock Exchange for listing securities 1940 2154. Application to list stock on New York Stock Exchange 1949 2155. Application to list additional bonds of New York Stock Exchange. 1953 2156. Application to list stocks on Boston Stock Exchange 1956 2157. Application to list bonds on Boston Stock Exchange — Regular list.1959 21 58. Contract with registrar — Boston Stock Exchange 1962 2159. Requirements for listing securities on the Chicago Stock Ex- change 1962 2160. Requirements for listing securities on the Philadelphia Stock Ex- change 1964 2160a. Notice to stockholders in reference to exchange of stock certifi- cates for listed certificates 1969 CHAPTER XXXVIII. ' CAR TRUSTS AND AGREEMENTS CONCERNING ROLLING STOCK. 2161. Articles of association of railway equipment trust, with form of certificate for shares 1971 2162. Lease of rolling stock by trustee to railroad company 1978 2163. Railway equipment bond 1981 2164. Car trust agreement for traction company 1983 2165. Lease of rolling stock for car trust 1£88 2166. Car trust agreement for a coal mining corporation 1992 2167. Agreement for conditional sale of rolling stock 1998 2168. Release of rolling fitock from car trust agreement 200S TABLE OF CONTENTS. xli CHAPTER XXXIX. MISCELLANEOUS INSTRUMENTS. Form ^""•' 2169. Receiver's bond— (Illinois) 200G 2170. Receiver's certificate 2006 2171. Receiver's certilicate con.sitlered by the court 2008 2172. Proof in bankruptcy uroccedings of debt due corporal..-.. 2008 2173. Proof in bankruptcy pruceedin^.s of secured debt due corjioration . 2009 2174 Proof of secured claim in bankruptcy by a corporation — (Another form) 2010 2175 Power of attorney to represent corporation in bankruptcy proceed- ings 2011 2176. General letter of attorney in fact for a corporation 2012 2177. Notice of petition and offer to buy property of bankrupt corpora- tion 2013 2178. Notice by receiver of time within which claims against corpora- tion must be presented • 201,5 2179. Notice to creditors by special master in foreclosure proceedings to file claims 2016 2180. Notice to creditors of purchase of corporate assets and assump- tion of liabilities 2016 2181. Amended certificate of incorporation of United States Steel Cor- poration "^ ' 2182. Carnegie Tron-Clad agreement 2021 2183. United States internal revenue — Return of annual net income 2024 2184. Annual report to stockholders of a corporation 2027 2185. Annual report to stockholders — (Another form) 2031 2136. Plan for acquisition by a corporation of all the stocks of other corporations -035 2187. Transmittal blank used in connection with above plan 2041 2188. Subscription for bonds under plan next preceding 2042 2189. Interim receipt for securities deposited 2043 2190. Declaration of plan becoming operative and notice 2044 2191. Notice of allotment *of bonds subscribed for 2045 Corporation Forms AND Precedents ANNOTATED. CHAPTER I. STATE FORMS. ALABAMA. Form 1. DECLARATION OF INCORPORATION of the Company. Know all Men by these Presents; That we, the undersigneti, hereby associate ourselves together for the purpose of forming a corporation under the laws of the state of Alabama, and do declare: First. The name of this corporation shall be Company, i Second. The objects for which this corporation is formed are: 2 Third. The location of the principal oflice of this corporation in the State of Alabama shall be at , Street, County, Alabama. 3 1 — See generally as to corporate name, Cook on Corporations, § 15 ; Clark & M., Corp., §§ 51.56. See also the recent cases of State v. Colias, 150 Ala. 515; State v. Citizens' Light & Power Co., 55 So. (Ala.) 19.3; Corning Glass Works V. Corning Glass Co., 197 N. Y. 173; State v. Howell, 56 Wash. 694; Salvation Army v. American Salvation Army, 122 N. Y. Supp. 97; Daughters of Isabella v. National Order, 8.3 Conn. 679; Commonwealth v. Cumberland Tel. & Tel. Co.. .32 Ky. L. Rep. 978. 2 — See generally as to the objects for which corporations may be formed, Cook on Corporations, § 4; Clark & M., Corp., § 47. See also the recent cases of Tonart v. Jet Bros. Contracting Co., 109 Ala. 638; In re Southern Wisconsin Power Co. 140 Wis. 245; Colgate v. United States Leather Co.. 75 N. J. Eq. 229; .Jordan's Ailm 'x v. Richmond Home for Ladies. 106 Va. 710; Commonwealth v. Filbert Paving & Construction Co., 229 Pa. 231; People V. Cowan. 247 HI. 357; In re Humphries Advertising Co., 177 Fed. 187; In re Co-operative Law Co., 198 N. Y. 479; Johnston v. Townsond. 103 Tex. 122; Hanger v. Commonwealth. 107 Va. 872. See generallv as to the decisions on ultra vires acts, in the various States. Cook on Corporations. §681. note; Clark & M.. Corp.. §§204-235. 3 — See generallv as to the location of the principal otlice of a corpora- tion. Cook on Corporations. §§1, 237-240; Clark & M., Corp., §75. See also Bernstein v. Kaplan. 150 Ala. 222; Georgia Fire Ins. Co. v. City of Cedartown, 134 Ga. 87; Commonwealth v. Nebo Consol. Coal & Coking 2 CORPORATION FORMS AND PRECEDENTS. Fourth. The amount of the total authorized capital stock of this corpora- tion shall be dollars ($....), which shall bo divided into shares of the par value of dollars ($....) each. The amount of capital stock with which this corporation shall begin business is dollars ($....) which is more than twenty- five per cent. (25%) of the total authorized capital stock.-t Fifth. The name and postoilice address of the officer or agent, designated by the incorporators to receive subscriptions to the capital stock of the corporation is , residing at County, Alabama, s Sixth. The names and postoffice addresses of the incorporators and the number of shares subscribed for by each respectively are as follows :« Names. • No. of Shares. Postoffice Addresses. The names and postoffice addresses of the directors and officers of the corporation chosen for Jhe first year are as follows: Directors. Names. Postoffice Addresses. Officers. President, Vice-President, Secretary, Treasurer. Seventh. The duration of this corporation shall be perpetual. "^ Co., 141 Kv. 493; Eoberson v. Greenleaf, Johnson Lumber Co., 153 N. C. 120; Boatrnen's Bank v. Gillespie, 209 Mo. 217. 4 — See generally as to the amount of capital stock of a corporation, Cook on Corporations, §§8, 182; Clark & M., Corp., § 406. See as to the amount of capital stock with which a corporation may begin business, Cook on Corporations, §§ 176-181, 243, 702; Clark & M., Corp., § 74. See, also, Hall & Farby v. Alabama Terminal, etc. Co., 56 So. (Ala.) 235; Walters v. Porter, 3 Ga. App. 73; Stamford Trust Co. v. Yale & Towne Mfe. Co., 83 Conn. 43; Talbot v. Talbot, 32 E. I. 72; Weaver Piano Co. v. Elk Mountain Mill Co., 154 N. C. 76; Trask v. Chase, 77 Atl. (N. J.) 698; Beam v. Floyd County Farmers' Union, 8 Ga. App. 399; Tapseott v. Mexican Colorado River Land Co., 153 Cal. 664; Goodnow v. American Writing Paper Co., 73 N. J. Eq. 692. See generally as to the par value of shares of stock, Cook on Corpora- tions, § 290; Clark & M., Corp., § 412. 5 — See generally as to commissioners, etc. to receive subscriptions, Cook on Corporations, §§57, 65, and 141; Clark & M., Corp., §§ 48, 450. 6 — See generally as to incorporators. Cook on Corporations, § 2 ; Clark & M., Corp., §§ 45 and 46. See generally as to the election of officers and directors of a corporation, Cook on Corporations, §§ 602-627; Clark & M., Corp., §§659-663. 7 — See generally as to the duration of corporations, Cook on Corpora- tions, §§ 2, 628; Clark & M., Corp., §§ 82, 305. See also People v. Auburn STATE FORMS. 3 Eighth. The following provisions are hereby established for the regula- tion of the business and the conduct of the affairs of this corporation:* In Witness Whereof, we have hereunto set our hands and seals this day of , 19 (Seal) (Seal) (Seal) Signed, sealed and ilelivercd iti Ihe presence of: STATE OF ALABAMA, ^ County of \ 1, , a notary public in and for the said County and State, do hereby certify that and , whose names are signed to the foregoing instru- ment, and who are personally known to me, have acknowledged before me this day that, being informed of the contents of said instrument, they have severally executed the same voluntarily for the purposes therein stated on the day the same bears date. Given under my hand and seal this day of 191. .. Notary Public, . . County, Alabama. See Ala. Code 1907, § 3446. Form 2. FOREIGN CORPORATIONS— CERTIFICATE DESIGNAT- ING AGENT AND PLACE OF BUSINESS IN ALABAMA, FOR FILING IN OFFICE OF SECRETARY OF STATE OF ALABAMA. Office of Located at In compliance with the provisions of Section 3642 of the Code of Alabama 1907, and Section 232 of the Constitution of Alabama. 1901, , a corporation or association organized under the laws of the State of .' . . .and having its principal place of business at , in the city of , State of , herewith files a certified copy of itsarticles of incor- poration or association under the laws of said State of &- Y. J. Turnpike Co., 122 Cal. 33.1; Clark v. American Cannel Coal Co., l'"5 Tnd. 213; State v. Lessner, 141 Mo. 29 ; Ewald Iron Co. v. Common- wealth, 140 Ky. (i92. 8 — See generally as to the execution of articles of incorporation. Cook on "orporations, §5; Clark & M., Corp., §48. See also Gelders v. State, 164 Ala. 592; First National Bank v. TTenrv, 159 Ala. 3ri7; Bernstein v. Kap- lan, 150 Ala. 222; Owensboro Wagon Co. v. Bliss, 132 Ala. 253. 4 CORPORATION FORMS AND PRECEDENTS. and designates as its known place of business in the State of Alabama, , in the city of , County of , and as its authorized agent thereat, on whom, as such agent, service of process may be made and all legal notices served, for all the purposes contemplated by the laws of the State of Alabama. In Witness Whereof, the said corporation or association has caused these presents to be signed by its President and Secretary, and attested by its corporate seal, at its oflice in , this day of , 19 President. Secretary. See generally Cook on Corporations, §§ 696-700; Clark & M., Corp., §§ 834- 865. See also the following Alabama cases: Southern Ry. Co. v. Green, 160 Ala. 396; Alabama Western R. Co. v. Talley-Bates Const. Co., 162 Ala. 396; Western Union Tel. Co. v. Julian, 169 Fed. 166 ; In re Conecuh Pine Lumber & Mfg. Co., 180 Fed. 249; Electric Lighting Co. v. Rust, 117 Ala. 680; A. J. Cranor Co. v. Miller, 147 Ala. 268; Parson-Willis Co. v. Stuart, 182 Fed. 779; H. M. Judge Co. v. Washburn Crosby Milling Co., 1 Ala. App. 470; Worth v. Knickerbocker Trust Co., 171 Ala. 621. As to service of process on foreign corporations, see Cook on Corporations, § 758; Clark & M., Corp., § 861. Form 3. AFFIDAVIT OF AGENT OF FOREIGN CORPORATION. ss: THE STATE OF ALABAMA, | County. ( Before me, the undersigned authority, personally appeared , who being duly sworn, deposes and says that he is an agent of , which is a corporation organized under the laws of the State of , and that said corpora- tion has $ of capital actually employed in this State. Affiant further states that said corporation has $ money loaned in this State, which is secured by a mortgage, or mortgages, on real estate in this State, and upon which said mortgage, or mortgages, the recording privilege tax provided for by law has been paid. Sworn to and subscribed before me, this day of , 191.! Judge of Probate. Form 4. STATEMENT TO BE FILED BY FOREIGN CORPORA- TION WITH STATE AUDITOR. To The State Auditor of Alabama: The , a corporation organized under the laws of , being desirous of entering the State of Alabama for the transaction of business thereinj, STATE FORMS. 5 files the following statement under Sections 3647 and 3648 of the Code o* 1907. That the name of the corporation is ; tlk°-' it was incorporated under the laws of ; thai its principal place of business is ; that its principal place of business in Alabama is ; that the uamu of its authorized agent thereat is , whose postoflice address is ; that the amount of the total authorized capital is $ ; that the amount of the actual paid in capital is $ ; and that the actual amount of capital employed or to be employed in the State of Alabama is $ The foregoing statement is rendered by the President and Secretary of said corporation and signed by them respectively under oath, with the corporate seal attached. President, Secretary. Sworn to and subscribed before me this day of 191. ., as witness my seal of office. Note. — Under said Act the amount of the Charter fee to be paid into the State Treasury for the use of the State is as follows: Each foreign Corporation whose actual amount of capital employed or proposed to be employed in the State is $100.00 or less shall pay a charter fee of twenty- five per cent, of the actual amount of capital employed or proposed to bb employed; when it exceeds $100.00 and does not exceed $1,000.00, shall pay in addition to the twenty-five per centum on the first $100.00 five per centum upon all such remaining capital up to, and not exceeding $1,000.00. And when it exceeds $1,000.00 shall pay one-tenth of one per centum addi- tional upon all such remaining capital over and above $1,000.00. All cor- porations or mutual companies which have no capital stock and all corpora- tions which shall engage in this State solely in the business of lending money, shall pay a fee of $25.00. CORPORATION FORMS AND PRECEDENTS. ALASKA. Form 5. ARTICLES OF INCORPORATION of the Company. ^now all Men by these Presents : That wa, the undersigned, and have this day associated ourselves together for the purpose of forming a corperation under the Act of the Congress of the United States, entitled "An Act amending the Civil Code of Alaska," approved March 2, 1903, and we do hereby certify in writing; First : The name of this corporation shall be The nature and character of the business of this corporation shall be The principal place of transacting the ^aid business shall be at , Alaska. Second : The time of commencement of this corporation thall be on the day of 191. ., and the period of continuance thereof shall be for years. Third: The amount of the capital stock of this corporation shall be dollars ($....) divided into (••••) shares of the par value of dollars ($....) each. The capital stock shall be paid in as follows : Fourth: The highest amount of indebtedness or liability to whicla this corporation shall at any time be subject is dollars Fifth: The names and place of residence of the incorporators of this corporation are as follows: ' Names of Incorporators. Places of Eesidence. Sixth: The names of the first board of directors of this corporation are , and The government and management of the affairs of this corporation shall be vested in a board of directors, consisting of persons. The names and places of residence of the executive officers of this cor- poration for the first year are as follows: Name. Office. Eesidence. 1 — See as to the effect of the statutory limit upon the amount of indebted- ness which may be incurred, Cook on Corporations, § 760; Clark & M., Corp., § 180. See also Sioux City Terminal Kailroad. & Warehouse Co. v. Trust Co. of North America, 17.3 U. S. 99; Cunningham v. German Tns. Bank, 101 Fed. 977; Smith v. Ferries & C. H. Ky. Co., 119 Cal. 17; Bell-Cogges- STATE FORMS. 7 Seventh: The annual meeting of the stockholders of this corporation for the purpose of electing a board of directors shall be held on the day of in each year and the board of directors so elected shall hold ollice for the period of one year and until their successors are elected. - In Witness Whereof, we have hereunto set our hands and seals this day of 19 [.Seal J [SealJ I Seal] TERRITORY OF ALASKA, ) yss: I, , a Notary Public in and for said and Territory, do hereby certify that , and , personally known to me to be the persons, whose names are subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged to me that they signed, sealed and delivered the said instrument in writing as their free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal this day of , 19 See Alaska Civil Code, Ch. 37. Notary Public. See generally notes to Form 1, supra. Form 6. STATEMENT FOR A FOREIGN CORPORATION. Office of , 19 To the Secretary of the District of Alaska: The Company, a corporation organized under the laws of the State of hereby certifies under the provisions of Section 225 of Chapter 23 of the Civil Code of Alaska : 1. The name of this corporation is and the location of its principal office outside of the District of Alaska is , and the location of its principal office within the District of Alaska is 2. Tbe amount of its capital stock is dollars. 3. The amount of its capital stock actually paid in in money is dollars. 4. The amount of its capital stock actually i)aid in in any other way than in money is dollars, and consists of the following items, to wit : 5. The amount of the assets of the corporation is dollars, and they consist of the following items, to wit: hall Company v. Kentuckv Glass Works Co., lOG Ky. 7; Reisterer v. Horton Land & Lumber Co., 160 Mo. 141. 2 — gee troneraliv as to the annual meetines of stockholders and election of directors, Cook" on Corporations, §§ 602-627; Clark & M.. Corp., §§ 644- 663. 8 CORPORATION FORMS AND PRECEDENTS. Which sums herein stated are the actual cash value of the assets of the corporation. 6. The liabilities of the said corporation are as follows, to wit: Of which the sum of dollars is secured on the following property and in the following manner : and the sum of dollars is unsecured. The president of the said corporation and the secretary thereof , hereby assert on their oaths that the allegations made in the foregoing statement are true, which statement is attested by the following named persons constituting a majority of the board of directors, to wit : In testimony whereof, the said president and secretary and directors have hereunto subscribed their names and caused the corporate seal of said corporation to be hereunto affixed, duly attested, at this day of 19 President, Secretary. [Seal] A majority of the board of directors. STATE OF I County of ( Before me, the undersigned authority personally came and appeared , who are known to me to be the identical persons who signed the foregoing instrument of writing and acknowledged that they had severally signed the same for the purposes and considerations therein expressed, and the said , president, and , secretary, being by me severally sworn, upon their oaths dfepose and say that the allegations therein contained are true. In testimony whereof I have hereunto set my hand and attached my official seal at , this day of , 19.... Form 7. CERTIFICATE OF CONSENT TO BE SUED AND DESIGNATION OF AGENT. In accordance with the provisions of Section 225 of Chapter 23 of the Civil Code of Alaska, the Company, a corporation duly organized and existing under the laws of the State of , hereby certifies that it has consented to be sued in the courts of the District of Alaska upon all causes of action arising against it in the said district, and that service of process against it may be made upon a resident of the said district, who resides at in said district. STATE FORMS. 9 In witness whereof, said corporation has caused its seal to be hereunto affixed, by its officers thereunto duly authorized and its corporate name to be hereunto subscribed, this day of 19.... % [Seal] President. Attest : Secretary. See generally Cook on Corporations, §§ 696-700; Clark & M., Corp., § 861. 10 CORPORATION FORMS AND PRECEDENTS. ARIZONA. Form 8. ARTICLES OF INCORPORATION. Know all Men by these Presents, That we, the undersigned, have this day associated ourselves together for the ijurjjose of forming a corporation under and pursuant to the Laws of the State of Arizona, and for that purpose do hereby adopt Articles of Incorporation as follows: Article I. The name of this Corporation shall be (The name must indicate the. character of the business to be carried on by the corporation.) Article II. The principal place of business of this Corporation within the State of Arizona, shall be at , County and the principal place of transacting business outside of Arizona, shall be at , State of , and at such other places as the Board of Directors may determine, where meet- ings of Directors may be held and all business transacted. Article III. The general nature of the business propo£ed to be trans- acted is [to make contracts; to purchase, lease, option, locate, or other- wise acquire, own, exchange, sell, or otherwise dispose of, pledge, mort- gage,; hypothecate and deal in mines, mining claims, mineral lands, coal lands, oil lands, timber lands, real and personal estate, water, water rights, and to work, explore, operate and develop the same and to extract any and all minerals, oils and gas therefrom and deal in the products and by- products thereof; to purchase, lease, or otherwise acquire, erect, own, operate, or sell smelting and ore reduction works, oil refineries, saw mills and power plants; to do a general real estate, manufacturing and mer- cantile business; to own, handle and control letters patent and inventions and shares of its own capital stock and that of other corporations, and to cancel and re-issue shares of its own capital stock; to issue bonds, notes, debentures and other evidences of indebtedness and to secure the payment of the same by mortgage, deed of trust or otherwise; to act as agent, trustee, broker, or in any other fiduciary capacity; to borrow and loan money; and in general to do and perform such acts and things and transact such business, not inconsistent with law, in any part of the world as the Board of Directors may deem to the advantage of the corporation.] Article IV. The authorized amount of capital stock of this Corporation shall be ( ) dollars, divided into ( ) shares of the par value of ( ) each. At such times as the Board of Directors may by resolution direct, said capital stock shall be paid into this Corporation, either in cash or by the sale and transfer to it of real or personal property, contracts, services, or any other valuable right or thing for the use and purposes of said Corpora- tion, in payment for which, shares of the capital stock of said Corporation may be issued, and the capital stock so issued shall thereupon and thereby become and be fully paid up and non-assessable forever, and in the absence STATE FORMS. 11 of actual fraud in the transaction the judgment of the Directors as to the value of the property purchased shall be conclusive, i Article V, The time of the commencement of this Corporation shall be the date of the filing of a certified copy of these Articles of Incorporation in the office of the Corporation Commission of Arizona, and the termination thereof sliall be twenty-five years thereafter, with the privilege of renewal as provideii by law. Article VI. The affairs of this Corporation shall be conducted by a Board of Directors, and such officers as the Directors may elect or appoint, and the following named shall constitute the'Board of Directors until their successors are elected and have qualified : Thereafter the Board of Directors shall be elected from among the stock- hoMers at the annual Stockholders' meeting to be held on the day of of each year. The names of the officers who shall have charge of the corporate affairs are: Article VII. The Board of Directors shall have power to adopt and amend By-Laws for the government of the corporation, to fill vacancies occurring in the Board from any cause, and to appoint an Executive Com- mittee and vest said committee with such powers as they may determine. 2 Article VIII. The highest amount of indebtedness or liability, direct or contingent, to which this corporation shall be subject at any one time shall be ( ) dollars. Article IX. The private property of the stockholders and officers of this Corporation shall be exempt from all corporate debts of any kind whatsoever. Article X. The names, residences and postoffice addresses of the corpo- rators are: Names. Eesidenees, p. O. Addresses. In Witness \Vhereof, We have hereunto set our hands and seals this day of 19 [Seal] [Seal] [Seal] [Seal] 1 — See generally as to the payment for capital stock in property or services, Cook on Corporations, §§ i8-24, 43-50, 423, 766; Clark & M., Corp., §§384-387. See also Haskell v. Gardner (Ind.), 93 N. E. 458; Kolapp v. Ogden & N. W. R. R. Co., 37 Utah 540; Hughes v. Cadena de Cobre Min- ing Co., 13 Ariz. 52. 2 — See generally as to the right of directors to adopt by-laws. Cook on Corporations, §4a; Clark & M., Corp., §641. See also Green v. Felton, 42 Ind. App. 675; Waterbury v. Temescal Water Co., 11 Cal. App. 532; Riekwell v. Knight Templars," 134 N. Y. App. Div. 736; Cheney v. Canfield (Cal.^. Ill Pac. 92; Renn v. ITnited States Cement Co., 36 Ind. App. 149; Manufacturers' Exhibition Bldg. Co. v. Landay, 219 111. 168; Bagley v. Reno Oil Co., 201 Pa. 78. 12 CORPORATION FORMS AND PRECEDENTS. STATE OF I County of I Before me, , a Notary Public in and for the state and county aforesaid, on this day personally appeared , known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purpose and consideration therein expressed. Given under my hand and seal of office this of . .^ , 19 Notary Public. My commission expires day of , 19. . . . See Arizona Corporation Act of 1912, Laws of Arizona 1912, c. 49. See notes to Forms 1 and 5, supra. Form 9. j NOTICE OF APPOINTMENT OF AGENT. Notice is Hereby Given and we Hereby Certify : That the , a corporation organized and existing under and by virtue of the laws of the State of Arizona, by resolution of its Board of Directors, has appointed, authorized and empowered of , Arizona, who is and has been a resident of the State of Arizona for three years last past, its agent, upon whom all notices and processes, including service of summons, may be served. This notice revokes all fo/mer appointments made for said purpose. In Witness Whereof, the corporation has caused this certificate to be signed by its President and attested by its Secretary, this day of , 19 By President. Attest : Secretary. See Corporation Act of Arizona, 1912, § 24. See as to service of process on domestic corporations. Cook on Corpora- tions, §752; aark & M., Corp., §§62, 267. Form 10. CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION. Know all Men by these Presents : That at a special meeting of the stock- holders of the Company, a corporation of the State of Arizona duly called and held at its office in the City of , State of , on the day of , A. D. 19 , Article of the Articles of Incorporation of said company was, by the affirmative vote of a majority of the shares of stock of said company, issued and outstanding, amended to read, to wit: (Here recite in full the section of Articles as the same is desired to read STATE F0RM8. 13 when amended. It is not necessary to quote the resolution providing for Kuch change.; In Witness Whereof, we have hereto affixed our signatures and the seal of said corporation, this day of A. D. 19. . . . President of Company. Attest : ss: Secretary. STATE OF County of Before me, , a notary public, in and for the State and County aforesaid, on this day personally appeared , known to me to be the president of Company, and to me known to be the same person whose name is subscribed to the foregoing instrument and he acknowledged to me that he voluntarily executed the same for and on behalf of said company, as its free act and deed, and for the purposes and consideration therein mentioned. Given under my hand and seal of office this day of A. D. 19 Notary Public. My commission expires , 19 ... . See Chapter XXXII, infra. See generally as to amendments to charters, Cook on Corporations, §§492-50.1; Clark & M., Corp., §§57-58. See also Ozan Lumber Co. v. Biddle, 87 Ark. 587; State v. Railroad Commission. 1.17 Wis. 80; State v. Portland General Electric Company, 52 Or. 502; Town of Southineton v. Southington Water Co., 80 Conn. 646; Werle v. Northwestern Flint & Sandpaper Co., 125 Wis. 534, 14 CORPORATION FORMS AND PRECEDENTS. ARKANSAS. Form 11. ARTICLES OF AGREEMENT AND INCORPORATION of the Know all Men by these Presents : That the corporators hereinafter named have this day, and by these presents, formed a corporation under and in pursuance of the laws of the State of Arkansas, in that behalf pro- Ndded, for "Incorporations for manufacturing and other lawful business," and in evidence thereof do hereby execute the following articles of incor- poration: First: The name of said corporation shall be Second : The corporators are Third: The place of business is to be located at and its office for the transaction of business shall bo in or at such other place as the board of directors may select. Fourth: The general nature of the business proposed to be transacted bj' this corporation is Fifth: The amount of the capital stock of said corporation shall be dollars, of which dollars has been sub- scribed by the corporators aforesaid, and the residue thereof may be issued and disposed of as the board of directors may from time to time order and direct. Sixth : The said capital stock shall be divided into shares of the value of dollars each. Seventh : The affairs and business of the corporation shall be conducted and controlled by a board of directors, consisting of members, all of whom shall be stockholders of the corporation. Said board of directors shall elect one of its members as president, and one of its members as vice- president, and shall also elect a secretary and treasurer. Eighth: The first election for directors shall be held immediately after the organization of the corporation, and said directors shall serve for one year and until their successors are elected. Ninth: The board of directors are empowered to ordain and establish all by-laws and regulations necessary to the management and business of said corporation, and alter and repeal same at pleasure. Tenth : The first meeting of said corporation for organization shall be held in at the office of at o'clock *, . . . on the day of 19. . . . The subscribers hereto hereby waive notice of said meeting! In testimony whereof, we have hereunto set our hands, on this the day of 19 1 — See as to the effect of the waiver of notice by the subscribers, of the first meeting. Cook on Corporations, §599; Clark & M., Corp., §647. See also Butler Paper Co. v. Cleveland, 220 111. 128. STATE FORMS. 15 CERTIFICATE. Whereas have associated themselves together as a t ody politic and corporate, to be known as And whereas, the said corporators, being the subscribers to the capital stock of the said corporation, have waived the fifteen days' notice as required by law, and called a meeting for organisation, to Ic held in , at the office of , at o 'clock , on the day of , 19....; and, Whereas, at the time and |5lace above set out, a meeting of the sub- scribers aforesaid was held to organize said corporation and elect directors; and Whereas, at said meeting the following gentlemen were electe-? , and the par value of each share is $ 2. The value of the property owned and used by 'the company in the ' ''tate of Arkansas is of an estimated aggregate value of $ and STATE FOIUrS. 17 the value of property owned ami used outside of the State of Arkansas, is $ /. 3. The proportion of the capital ^i.m .v of the company which is repre- sented or to be represented, employed or to be employed, in its business transacted or to bo transacted in the State of Arkansas, is $ 4. The proijorlion of its capital stock employed in its business outside of Arkan!-as is $ Each of us further certify that the following is a true and cornet copy of a resolution adopted by tho Board of Directors of . . . ..'.'.'-. , on the day of ,19 : "Be it Kcsolved that service of process upon any at^ent of in the State of Arkansas or upon the Secretary of State in any action brought or pi'nding in said state shall be valid service upon this company. "Be it Further llesplyed that the President and Secretary certify to a copy of this resolution and file the same with the Secretary of State of the State of Arkansas. ' ' "Witness our hands this day of , I'J . . . . As President of As Secretary of Subscribed and sworn to before nie by each of the persons who have signed their names hereto, this day of , 19 ... . Notary Public. See generally Cook on Corporations, §§ G96-700; Clark & M., Corp., §§ 834- 865. As to service of process, see Cook on Corporations, S 752. See gen- erally the following recent Arkansas eases: Ivy v. Western Union Tel. Co., 165 Fed. 371; Simmons Burks Clothing Co. v, Linton, 90 Ark. 73; Phoenix Assur. Co. v. Ludvig, 87 Ark. 465 ; Eaehels v. Steeher Cooperage Works, 95 Ark. 6; Buffalo Zine & Copper Co. v. Crump, 70 Ark. 525; Sutherland- Innes Co. v. Chanev, 72 Ark. 327. 18 CORPORATION FORMS AND PRECEDENTS. CALIFORNIA. Form 13. ARTICLES OF INCORPORATION OF THE Know all Men by these Presents: That we, the undersigned, a majority of whom are citizens and residents of the State of California, have this day voluntarily associated ourselves together for the purpose of forming a cor- poration under the laws of the State of California. And we hereby certify, First; That the name of said corporation shall be Second : That the purposes for which it is formed are Third: That the place where the principal business of said corporation is to be located is Fourth : That the term for which said corporation is to exist is years from and after the date of its incorporation. Fifth : That the number of directors or trustees of said corporation shall be , and that the names and residences of the directors or trustees who are appointed for the first year and to serve until the election and qualification of such officers, are as follows, to wit: Names. Whose residence is at Sixth: That the amount of the capital stock of said corporation is dollars, and the number of shares into which it is divided is of the par value of Dollars each. Seventh: That the amount of said capital stock which has been actually subscribed is Dollars, and the following are the names of the persons by whom the same has been subscribed, to wit: Names of subscribers. No. of shares. Amount. In Witness Whereof, we have hereunto set our hands and seals, this day of , A. D. 19.... Signed and. sealed in the presence of , [Seal] , [Seal] , [Seal] , [Seal] . [Seal] , [Seal] STATE FORMS. 19 STATK OF CALIFORNIA, ^ County of J ^^* On this . . . ; day of in the year one thousand hundred and , before me personally appeared known to me to be the person whose name subscribed to, and who executed the within instru- ment, and acknowledged to nie that executed the name. In Witness Whereof, I have hereunto set my hand and aflixed my official seal the day above written. [Seal] Notary Public. See Laws of California, 1911, ch. 589, p. 1112, amending § 292 of the Civil Code to read as follows: "The articles of incorporation must be sub- scribed by three or more persons, a majority of whom must be residents of this State, and acknowledged by each before some oflicer authorized to take and certify acknowledgments or conveyances of real property. The sig- nature of each person named in said articles of incorporation as directors of such corporation shall be aflixed to said articles of incorporation, and acknowledged by each l)efnre some officer authorized to take and certify acknowledgments of conveyances of real property." See notes to Forms 1, 5, 8 and 11, supra. See generally the following California cases: Tapscott v. Mexican Colorado River Land Co., lo3 Cal. 664; Cheney v. Canfield, 158 Cal. 342; Vercoutore v. Golden State Land Co., 116 Cal. 410; People v. Golden Gate Lodge, 128 Cal. 257. Form 14. ARTICLES OF INCORPORATION. (for corporation "WITHOUT CAPITAL STOCK.) Know all Men by these Presents: That we, the undersigned, citizens and residents of the State of California, do hereby voluntarily associate our- selves together for the purpose of incorporating under the laws of the State of California a private corporation; And we do hereby certify, First: The name of said corporation shall be Second: That the purpose for which said corporation is formed is to Third: That the place where the principal business of said corporation is to be transacted is Fourth: That the term for which said corporation is to exist is yeats from and after the date of its incorporation. Fifth: That the number of directors of said corporation shall be and the names and residences of the directors who are appointed for the first year and to serve until the election of such officers and their qualifica- tion are as follows, to wit: Kames. Residences. That on the day of , 19 ... . in the founty of , in said State of California, an election was held for directors; that a majority of the members of said association were pres- 20 CORPORATION FORMS AND PRECEDENTS. ent and voted at such election j and that the result thereof was that the directors hereinbefore named were declared duly elected. In Witness Whereof, we have hereunto set our hands and seals, this day of , A. D. 19 [Seal] [Seal] [Seal] Signed and sealed in the presence of: STATE OF CALIFOENIA, | County of j , and , being duly sworn, depose and say that they were the ofiicers that conducted the elec- tion for directors above mentioned; that said election was held, and that the time and place of said election and the result thereof as above set forth are true of their own knowledge. Subscribed and sworn to before me this day of A. D. 19.... STATE OF CALIFORNIA, | County of j On this day of in the year one thou- sand nine hundred and , before me, , a Notary Public in and for said County, residing therein, duly commissioned and serving, personally appeared known to me to be the persons whose names are subscribed to the foregoing instru- ment and they duly acknowledged to me that they executed the same. In Witness Whereof, I have hereunto set my hand and affixed my official seal at my office m said County the day and year last above written. Notary Public in and for said County of , State of California. [Indorsed] : Filed in the office of the County Clerk of the County of the day of , 19 STATE OF CALIFORNIA, ; County of ^ Ij , County Clerk of the County of , State of California do hereby certify the within to be a full, true and correct copy of Articles of Incorporation of as remains on file in this office. In Witness Whereof, I have hereunto set my hand and affixed my official seal this day of , 19 County Clerk. By... [Seal] Deputy Clerk. SB: STATE FORMS. 21 Form 15. CERTIFICATE FOR INCREASING OR DECREASING THE NUMBER OF DIRECTORS. STATE OF CALIFORNIA, | County of j Know all Men by These Presents: That I, , the Sec- retary of , a corporation, formed and exi^itiIlt; under the laws of ., California, do hereby certify: That a regular meeting of the stockholders of said corporation was held at its office at , in , in said county, at 'clock, .... m., on the day of ; that the stockholders of said corporation were then and there present at said meeting; that at said meeting a resolution the number of the directors of the said corporation from to was regularly proposed, voted upon and adopted by the unanimous vote of of said stockholders; and that the following is a true copy of said resolution, to wit : * 'Resolved,' That the number of Directors of be and is hereby from to to take effect on the day of " In Witness Whereof, I have hereunto set my hand and affixed hereunto the corporate seal of said corporation this day of [Seial] Secretary of STATE OF CALIFORNIA, J County of ( I, , county clerk of county of , state of California, hereby certify the foregoing to be a full, true and correct copy of the original certificate as to filed in my office on the day of A. D Attest my hand and my official seal this day of A. D [Seal] County Clerk. By Deputy County Clerk. See note to Form 1, supra. See Chapter XXXII, infra. See gencrallv as to amendments of corporate charters, Cook on Corpora- tions, §§ 492-503; Clark & M., Corp., §§ 57-58. See also Boca & L. R. Co. v. Sierra Valleys Ry. Co., 2 Cal. App. 546. Form 16. CERTIFICATE OF REMOVAL OF PRINCIPAL PLACE OF BUSINESS. Whereas, The owners and holders of more than two-thirds of the issued capital stock of this corporation, the (organized and existing under the laws of the state of California and having its principal place of business at rooms in the city of ), to wit, the owners and holders of isssued capital stock of this corporation, having consented in writing and authorized, empowered and directed this board of directors and officers of this corjioration to 22 . CORPORATION FORMS AND PRECEDENTS. change and remove the principal place of business of this corporation from its present location, to wit, said city of , to tlie city of , in said state of California, which consent was filed and is now on file in the office of the company; now therefore be it Kesolved, That the principal place of business of this corporation, to wit, , in , state of California be and the same is hereby changed and removed therefrom to , in said state of California, , such removal and change to take effect on the day of ; And that the secretary of this corporation, , be and he is hereby authorized, empowered and directed to cause a notice of the intended removal and change of the principal place of business of this corporation to be published at least once a week for three successive weeks In some newspaper published in the county of , in said state (said county being the county wherein the present principal place of busi- ness of this corporation is situated) ; And that whenever such change is made said secretary is hereby directed to file in each office where the original articles of incorporation are, or any copy thereof is required to be filed, a copy of this resolution, together with a copy of the affidavit showing the publication above directed to be made, all duly certified by the president and secretary of this corpora- tion, with the corporate seal affixed: And that the president and secretary of this corporation be and they are hereby authorized, empowered and directed, acting jointly or either acting alone, to do any and all other acts or things requisite or necessary in their judgment to fully and completely effect the change and removal of the principal place of business of this corporation as above provided, in accordance with the laws of the state of California relating thereto. STATE OF CALIFORNIA, J County of ( The undersigned, , the President, and , the Secretary, respectively of (a corporation duly organ- ized and existing under the laws of the State of California), do hereby certify and declare: That the annexed and foregoing resolution removing and changing the principal place of business of said corporation from , in said State, at Rooms therein, to , in said State, at No street therein, is a full, true and correct copy of a resolution duly passed and adopted at a meeting of the Board of Directors of said company, held at its said place of busi- ness in the City of , on , the day of , of which said meeting all Directors of said cor- poration had due and legal notice and a majority and quorum of said Board were present at said meeting and unanimously voted in favor of the adoption of said resolution ; and That the annexed and foregoing affidavit, showing publication of the notice of the removal and change of the principal place of business of said corporation is a full, true, and correct copy of the affidavit showing STATE FORMS. 23 such publication as therein set forth and that the original thereof is on file in the office of said company. In Witness Whereof, we, the President and Secretary respectively of said company, have hereunto signed our names as such and atlixed the corporate .•-cal of said company, this day of , President. [Seal] Secretary. STATE OF CALIFOTiNIA, ) County of i^^'- On this, the day of , , before me, , ;i Ni)t;iry I'ublic in and for said County of , State of California, residing therein, duly com- missioned and sworn, personally appeared , known to me to be the President, and , known to me to be the Secretary, of the , the corporation described in the within instrument, and they severally acknowledged that they executed such instrument as President and Secretary respectively of said company. In Witness Whereof, I have hereunto set my hand and affixed my official seal, at my office in the County of , the day and year in this certificate first above written. [Seal] Notary Public in and for the County of , State of California. AFFIDAVIT OF PUBLICATION OF NOTICE. In the matter of the change of the principal place of business of the , from tu , Cal. STATE OF CALIFORNIA, ^ County of I , of the said county, being duly sworn, deposes and says: That he is, and at all times herein mentioned was, a citizen of the United States, over twenty-one years of age; that he is not a party to, nor interested in the matter mentioned herein; and that he is the principal clerk of the printer and publisher of the , a newspaper of general circulation, printed and published weekly in said cnuirty, and that the notice, of which the annexed is a printed copy, has been published once a week for four successive weeks in the above named newspaper, commencing on the day of , and ending on the day of (both days inclusive), and as often as said newspaper was regularly issued during said time, to wit: Subscribed and sworn to before me, this day of , 19 [f^F,AL] Notary Public in and for the County of , State of California. 24 CORPORATION FORMS AND PRECEDENTS. NOTICE. Pursuant to the written request of the holders of more than two-thirds of the issued capital stock of (a corporation duly organ- ized and existing under the laws of the state of California), which con- sent has been duly filed in the office of said corporation in the county of , said state, on the day of , and pursuant to a resolution of the board of direc- tors of said corporation, which resolution was duly passed at meeting of said board of directors duly called and held at the said office of said corporation, on the day of , at which meeting more than a quorum of the directors of said corporation was present : Notice is hereby given that the principal place of business of said cor- poration will, on the day of , be changed and removed from the county of , State of California, to the county of , in said state, at therein, after which date the principal place of business of said corporation will be the said at , therein. This notice is published by order of the board of directors of said Dated, ^ .. .'.,.'. , California. Secretary of See note to Form 10, supra. See Chapter XXXII, infra. See generally as to amendments to charter, Cook on Corporations, §§ 492- 503; Clark & M., Corp., §§57-58. See as to principal office, Cook on Cor- porations, §§ 1, 237-240. Form 17. CERTIFICATE OF EXTENSION OF EXISTENCE UNDER SEC. 401 OF THE CIVIL CODE. (Applies to corporations formed subsequent to January 1, 1873.) At a meeting of the stockholders of , a corporation, held on the day of , at the principal place of business of said corporation at , county of , state of California (said meeting having been expressly called hf the directors of said corporation for considering the subject of extending the term of the corporate existence of said corporation), the following resolu- tion, to wit: ' ' Resolved, That the hereby extends the term of its corporate existence from years, the period set forth in its original articles of incorporation, to the period of years from its formation, ' ' was offered by , seconded by , and was thereafterwards voted upon by the stockholders present at said meeting, and representing upwards of two-thirds of the capital stock of said corporation, and was unanimously carried, and we hereby certify that STATE FOR:\rS. 25 the foregoing is a full, true and correct statement of the proceedings of the said meeting upon such vote upon said resolution. CLainnuu of said meeting and Presitient of said corporation. •Secretarjr of said meeting and Secretary of said corporation. Approved : Members of the Board of Directors of said corporation. STATE OF CALIFORNIA, | County of 1 ^^' 1, , county clerk and ex-officio clerk of the superior court of said county, do hereby certify the foregoing to be a full, true and correct copy of the held on the day of extending the term of the corporate existence of said corporation, on file in my office, ami that I have carefully compared said copy with the original. In "Witness Whereof, I have hereunto set my hand and alli.ved my official seal, this day of , [Seal] '. Clerk. By , Deputy Clerk. See Forms 70-72, post. See generally as to the duration of corporations, Cook on Corporations, S§2, 268; Clark & M., Corp.. §§82, .305. See Boca Mill Co. v. Curry, 154 Cal. 326; People v. Auburn & Y. G. Turnpike Co., 122 Cal. 335. Form 18. ORDER FOR CHANGE OF NAME. In the Superior Court of the State of California, in and for the County of In the Matter of the Petition of , a corporation. for change of name. This matter having come on regularly for hearing in open court this day, the petitioner herein appearing by its attorney, , and no remonstrance appearing, and both oral and documontarj- evidence being introduced and it appearing therefrom to the Court that the petition in this matter was regularly tiled according to law and that the publication of said petition and order was duly made according to law, and that the certificate of the Secretary of State was duly obtained and filed herein according to law, and that the matters set forth in said petition are in fact true; and it further apjiearing to the Court thst there is good reason for the change of name prayed for as set forth in'^he petition and that there are no valid objections to such change of 26 CORPORATION FORMS AND PRECEDENTS. same, and the Court having considered the petition herein and the testimony both oral and documentary; now therefore, It is Ordered, Adjudged and Decreed that the name of , a corporation organized and existing under the laws of the State of Cali- fornia, be and the same is hereby changed to the name of the Dated this day of , [Seal] Judge of the Superior Court. STATE OF CALIFORNIA, | County of ^ ^^ * I, , County Clerk and ex-officio Clerk of the Superior Court, do hereby certify the .foregoing to be a full, true and cor- rect copy of the original Order for Change of Name on file in my office and that I have carefully compared the same with the original. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Superior Court, this day of , [Seal] , County Clerk. By , Deputy Clerk. See In re Los Angeles Trust Co., 158 Cal. 603. See also Cook on Corpora- tions, § 15. Form 19. ORDER FOR VOLUNTARY DISSOLUTION. In the Superior Court in and for the , State of California. In the Matter of the Application of , a corporation, for a decree of voluntary dissolution. No The verified application of the above-named corporation, , praying for a decree of voluntary dissolu- tion, coming on regularly this day of , A. D , for hearing and determination, and the proofs and evidence, both documentary and oral, having been made and introduced and duly considered by the Court, and it satisfactorily appearing to the Court there- from, and it having been duly shown and proven thereby, and the Court finding: That the said applicant, , is, and was at the time of filing said application, and since the day of , A. D , continuously has been a corporation duly incorporated and existing under and by virtue of the laws of the State of California, with its principal place of business located in the County of , State of California; That the said application, duly signed and verified as prescribed by law, and being in all respects in conformity with Title VI of Part III of the Code of Civil Procedure of the said State of California, was ordered filed by this Court, and notice thereof duly directed to be given by publication for thirty (30) days; that in accordance with the order of this Court in that regard and pursuant to law the Clerk of this said Court has given STATE FORMS. 27 thirty (30) days' notice of said application for dissolution by puhlica- tion in the ^ a newspaper of g'Mioral circulation printed and published in the Siato of California, the last publication of taid notice occurring on the day of , A. D , and that notice of said application has been given for the period, in tlio manner and in all respects as required by law and the onler of this court ; and that no objection to said application has been made or liiud herein or otherwise ; That each and all of the allegations and statements in saiil application of said , for voluntary dissolutio are true as alleged, and have been shown to be true in all respects; That at a meeting of the stockhoMers of said applicant, called for that purpose, the dissolution of said corporation was resolved upon by a vote of more than two-thirds of the stockhohlers, and of the holders of more than two-thirds of the subscribed capital stock of said corporation; That all claims and demands against the said corporation a{)[)licant have been fully satisfied and discharged ; Kow, Therefore, it is hereby Adjudged, Declared and Decreed; That said corporation applicant, said , be and the same is hereby dissolved and declared dissolved; It is further declared and adjudged: That the board of directors of said applicant are entitled to and are hereliy authorizeil and empowered to settle all the affairs of said corporation and to distribute and con- vey all the property and assets of said corporation to its stockholders in proportion to their respective interests. Done in open court, this day of , A. D , Judge. [Endorsed : ] Filed , A. D , County Clerk. By , Deputy County Clerk. STATE OF CALIFORNIA, ] County of ( I^ , county clerk of the county of , state of California, and ex-officio clerk of the superior court thereof, hereby certify that the foregoing is a full, true and correct copy of the original decree of dissolution of , a corporation, in the above entitled cause, filed in my office on the day of A. D In Witness Whereof, I have hereunto set my han.l and seal of said court, this day of , A. D [Seal] - County Clerk. By , Deputy. See In re Balfour & Garrette, 14 Cal. App. 261 : In re College Hill Land Ass'n, 157 Cal. r)96. Also see generally Cook on Corporations, §628; Clark & M., Corp., §§ 302-334, 28 CORPORATION FORMS AND PRECEDENTS. Form 20. CERTIFICATE OF INCREASE OF CAPITAL STOCK. A special meeting of the stockholders of the , a corporation organized and existing luuler the laws of the fStatc of Cali- fornia, was held at the office of said corporation, at Eooni in the , Slate of California (said being the jjrincipal place of business of said corporation and said room being the office of said corporation in said and the room where its Board of Directors usually meet), on the day of , , , at o 'clock in the , in accordance with the resolution and order of the Board of Directors of said corporation, calling said meeting, and the notices thereof given, addressed and mailed as herein- after set forth. On motion duly made, seconded and carried, was elected. President of said mc ling and on like motion, duly made, seconded and carried, was elected Secretary of said meeting. The entire capital stock of said corporation was, on said day of , , dollars, divided into shares of dollars each, and the total number of subscribed shares of said corporation was on said day, and now is, -. shares. There were present, in person, or by proxy, at said meeting the shareholders owning and holding •. . . . subscribed capital stock of said corporation. On motion duly made, seconded and carried, the Chairman caused the Sec- retary to read the resolution of the Board of Directors calling said meeting of stockhoMers, which said resolution is in words and figures following: Be it resolved and ordered that a meeting of the stockholders of the , a corporation, be called for, and hold on , the • day of , at ; . : o'clock in the ....... . of that day, at the office of , said' corporation, at Eoom Xo in the ...., State of California (said place of meeting being at the principal place of bu^'iness of said corporation and at the building where the Board of Directors usually meet), for the pur- pose of considering and acting upon a proposition to increase the capital stock of said corporation from dollars divided into shares of the jar value of dollars each, to dollars divided into ...'-; l shares of the par value of dollars each: That notice of said meeting be published i-n in a newspaper published in said .....'..'.'.'.'.''.."..':...., owr' a week for at least sixty days "!:'.'.'.:.' I'. That the Secretary of said corporal ion is hereby directed to address and mail a notice of said meeting to each of the stockholders of said corpora- tion, in the manner prescribed by Section 359 of the Civil Code of said STATE FORMS. 29 State of California, at least thirty days before said day appoiuted for taid meeting and that s-aid notice ])0 in the folluwing form: ' ' iS'otiee to tStockhoiders ol ">.'otice is hereby giveu that, iu pufbuauce of a resolution and order of the Jioard of Directors of the , a cor- poration organised and existing under the laws of the Btate of Cahlornia, unanimously adopted at a regular meeting of said board, duly held on the day of at the oflice of said corporation, in , in said State of California, a meeting of the stockholders of said corporation is hereby calk'il for and will be held at thv ollico of said corporation, at lioova , in said (said place of meeting being at the principal place of lousiness of said corpora- tion and at the building where the Boar.l of Directors usually meet), on , the day of , at 'clock in the of that day, for the purpose of considering and acting upon the proposition to increase the cajiital stock of said corporation from .'i /.'.'..'' ifollars divided into shares of the par value of dollars each, to * dollars divided into shares of the par value of dollars each. "The amount to which it is proposed to increase the capital stock is dollars. "By oriier of the Board of Directors. ' ' Dated ' ' Secretary of " The by-laws of said corporation do not prescribe any newspaper in which notices of meetings of the corporation or its .stockholders or directors are to be published. The Secretary thereupon read the following allidavits of himself and to wit : AFFIDAVIT OF '. STATE OF CALTFORNTA. ] County of J ^® ' , being duly sworn, deposes and says that he is and at all the times hereinafter mentioned was a citizen of the United States and over the age of twenty-one years; that he is, and for more than a year continuously last past has been, Secretary of , a corporation organized and existing under and by virtue of the laws of the State of California; that on the day of , he addressed to eacli of the stockholders of said corporation whose names appear on the books of said company as sufTiciently addressed, at his place of residence (the place of residence of each of said stockholders then and now being known to affiant) a notice of which the following is a true copy: [Here insert copy of newspaper notice.] And that on said day of , he deposited in the United States posroffice in County of , State of California, with postage fully prepaid, each and all of said notices addressed as afore- said; that the stockholders to whom said notices were addressed and mailed aO CORPORATION FORMS AND PRECEDENTS. as aforesaid, were, on said day of , sind now are, the stockholders of said corporation. Subscribed and sworn to before me, this day of [Seal] 2sotary Public in and for said AFFIDAVIT OF STATE OF CALIFORNIA, ) ss * County of J , .of , having been first duly sworn, deposes and says: That he is a citizen of the United States; that he is and at all times hereinafter mentioned was over twenty- one years of age and competent to be a witness on the hearing of the mat- ters mentioned in the printed notice hereinafter set forth; that he has no interest whatsoever in the same; that he is the principal clerk of the printers and publishers of , a newspaper printed and published daily (Sundays and legal holidays excepted) in , State of California, and has charge of all the advertisements and notices published in said newspaper. That an advertisement of a notice to stock- holders of , of which the fol- lowing is a printed copy: [Here insert printed copy of notice.] was pub- lished in the above-named newspaper (Sundays and legal holidays excepted) for a period of once a week for at least sixty days and once a week for two months, on the following days, to wit : Subscribed and sworn to before me, this day of [Seal] Notary Public in and for the , State of California. Thereupon, upon motion duly made, seconded and carried, it was by the meeting Eesolved, That notice of this meeting has been given in accordance with the requirements of the laws of the State rf California and that more than two-thirds of all the capital stock of this corporation is at this meet- ing represented and the owners thereof present, and that this meeting is competent to proceed with the transaction of the business for which it has been called. Thereupon, a motion was duly made, and seconded that the following resolution be adopted, to wit: Resolved by the stockholders of > rep- resent ing more than two-thirds of all the subscribed capital stock of said corporation, in meeting duly assembled and called by the Board of Directors of said corporation, that said corporation, ■ increase its capital stock from dollars divided into shares of the par value of dollars each, to dollars divided into shares of the par value of • dollars each, and that the said capital stock of dollars be and the same is hereby increased to dollars divided into STATE FORMS. 31 shares of the par value of dollars each; that tho Chairman and .Secretary of this stockhol.l.-rs ' nieet- ing and a majority of the JL^irectors of said corporation sign tho certificato required by law, ujid that said Secretary file the same in the oflice of the County Clerk of the County of ) State of California, and lilo a certified copy thereof in the oflice of the Secretary of State of sai.l State. Upon being jmt to vote, said motion was unanimously carried, and said resolution adoi)ted, by a vote of the stockhtdders of said corporation, said stockholders owning and representing • capital stock. The Chairman thereupon declared the result of said vote as above stated and there being no further business to be transacted, the meeting, on motion duly made, seconded and carried, adjourned. , Chairman. , Secretary. We, the undersigned, , Chairman, an.l , Secretary, of tho aforesaid special meeting of the stockholders of the a corporation organiied anal place of business of said corporation and the building where said Board of Directors usually meet), on '. , the day of , , at the hour of o'clock ....M., for the purpose of considering and acting upon a proposition to create a bonded indebtedness of said corporation, to the amount of , in United States gold coin, for the purpose of providing moneys to pay the existing indebtedness of the corporation and in extending the business and developing the properties of the corporation, and for legitimate and necessary purposes, such bonded indebtedness to be secured by a mort- gage or deed of trust upon all of the property now owned by the corpora- tion, or which it may hereafter acquire. * ' By order of the Board of Directors. ' ' Secretary of the " And Further Resolved, that in addition to such notice by publication the Secretary of this corporation shall address a like notice to each of the stockholders of this corporation, whose names appear on the cor[)ora- tion's books, as sufhciently addressed, at his place of residence, if known, and if not known, then at the principal place of business of the corpora- tion, which notice shall be mailed to such stockholders at least thirty (30) days before the day appointed for such meeting. And we further certify that the by-laws of do not prescribe; and never have prescribed, the newspaper in which notices of meetings of its stockholders or Directors are to be published; And we do further certify that, in pursuance of the foregoing resolu- tion, the said , the Secretary of said corporation, cau.sed to be published in , which is, and was at all times herein mentioned, a newspaper of general circulation printed and published daily in said , State of California, a notice whereof the following is a copy: (Insert ])rinted copy of newspaper notice) That said publication of said notice was commenced in said newspaper on , and the same was pub- lished in the reg:ular issues of said newspaper on the following days, to wit : being once a week for at least sixty (60) days prior to , the , day of , the day fixed for said stockholders' meeting, and that the atlidavit of the due publication of said notice, marked Exhibit "A," is hereto attached and made a part hereof; And we do further certify that on the da.v of 36 CORPORATION FORMS AND PRECEDENTS. , , a true copy of said notice was, by the Secretary of said corporation, addressed and mailed to each of the stock- holders of said corporation whose names appeared upon the books of the corporation as sufficiently addressed, and to every stockholder of the corpo- ration ' whose name appeared upon the books of the corporation as suffi- ciently addressed from and including the said day of , , to and including the day of , Said notices were mailed to said stockholders by depositing the same, addressed to each of said stockholders at his place of residence, in the United States postoffice in , State of California, with the postage thereon fully prepaid; that at the time said notices were so addressed and mailed to such stockholders, the name of each stockholder of the corporation appeared on the books of the corporation sufficiently addressed, and the residence of each stockholder was known to said Secretary ; and that the aflfidavit of said , the Secretary of said corporation, marked Exhibit "B," showing such mailing of such notices, is hereto attached and made a part hereof; And we do further certify and declare that in pursuance of said resolu- tion and notice, and on the day appointed therein, to wit: on , the day of , , at the hour of o'clock. .M. of that day, at the office of said corpora- tion, Eoom , State of California (the same being the principal place of business of the corporation, and being the building where the Board of Directors usually meet), said meet- ing of the stockholders of duly took place and" was held; that the said meeting was called to order by , the President of said corporation, and on motion duly made, seconded and carried, the said , President of said corporation, was unanimously elected Chairman of the meeting and acted as such Chairman, and on motion duly made, seconded and carried, , the Secretary of said corpo- ration, was unanimously elected Secretary of said meeting and acted as such Secretary; And we do further certify and declare that at said stockholders' meet- ing there were present, in person and represented by proxies in writing, duly filed with the Secretary as required by the by-laws of the corpora- tion, stockholders holding and representing upon the books of the com- pany shares of the subscribed capital stock thereof ; And we do further certify and declare that the following proceedings of said meeting of stockholders were then taken and had: The Chairman stated that the meeting had been called by the Board of Directors of the corporation for the purpose of considering and acting upon a proposition to create a bonded indebtedness of said corporation to the amount of dollars, in United States gold coin, for the purpose of providing moneys to pay the existing indebtedness of the corporation, and acquiring property to be used in the business of the corpora- tion, and in extending the business, and developing the properties of the corporation, and for legitimate and necessary purposes; The Secretary thereupon read the resolution of the Board of Directors adopted at the meeting of the Board held on calling STATE FORMS. 37 inch r^ee'Ang of stockholders, which resolution is hereinbefore set forth; and also road tbo notice of tho meetiuji, which noticH is her.unabove set forth : It having been shown that the publication and service of the notice of the meeting had been made in the manner and in all respects as required by law, the stockholders thereupon proceeded to consider said propositiou, and, after discussing and considering the same, a stockholder of the corporation, offered the following resolutions, and moved their adoption: Whereas, Ik-ioiot'ure, to \\ it : on the day of A. D ; , the Jioard of Directors of the , a corporation, by resolution duly passed and adopted, by the unanimous vote of said board, all of the Directors being present, ordered and called a meeting of the stockholders of the corporation to be held on this day of A. D at the hour of o'clock M. of this day, at the ofTice of the corporation, Room in the , State of Cali- fornia (that being the principal place of business and the ofDce of the corporation, and the building whore the Board of Directors usually meet),* for the object and purpose of then and there considering and acting upon a proposition to create a bonded indebtedness of the corporation to the amount of dollars, to the end and for the purpose of providing moneys to pay the existing indebtedness of the corporation and acquiring property to be used in the business of the corporation, and in extending the business and developing the properties of the corporation, and for legitimate and necessary purposes, which bonded indebtedness shall be secured by a mortgage or deed of trust covering all of the property, both real and personal, now owned by the corporation, and which it may hereafter acquire; and Whereas, In pursuance thereof, a notice of the time and place of said meeting, specifying the object of said meeting and the amount of the bonded indebtedness which it is proposed to create, has been published in , a newspaper printed and published daily in , State of California, and designated therefor in said resolution of the Board of Directors ordering and calling said meet- ing, once a week for at least sixty (60) days prior to the date of said meeting, and, in addition to said notice by publication, the Secretary of the corporation did address a like notice to each of the stockholders of the corporation at his place of residence, which notices, so addressed, were mailed, in the United States postollice at , Cali- fornia, with the United States postage thereon fully prepaid, to each of the stockboliiers of the corporation, more than thirty (30) days before the day appointed for s'lch meeting, — all of which is now shown to have been done as required by law and the said resolution of the Board of Directors; now, therefore, be it Eesolved, That a bonded indebtedness of the to the amount of dollars, in T'nited States gold coin, be, and the same is, hereby authorized and created, for the purpose of providing moneys to pay the existing indebtedness of the corporation and acquiring property to be used in the business of the corporation, and in 38 CORPORATION FORMS AND PRECEDENTS. extending the business and developing the properties of the corporation, and for legitimate and necessary purposes; and le it further Kesolved, That the bonded indebtedness hereby authorized and created shall be represented by bonds of this corporation, of the denomination of dollars each, bearing date , , and payable on the day of in the year ; that said bonds shall bear interest at the rate of per cent, per annum, from their date until paid, payable semi-annually, and shall have appropriate coupons attached for each interest payment; and that both the principal and interest of said bonds shall be payable in United States gold coin, of the present standard of weight and fineness; and be it further Eesolved, That the Board of Directors, for the purpose of securing the payment of said bonds, and the interest thereon, be, and it is hereby authorized, empowered, and directed to prepare, execute, acknowledge, and deliver, or to cause to be prepared, executed, acknowledged, and delivered, in the name and under the seal of this corporation, to the of as trustee, a mortgage or deed of trust cover- ing all of the real and personal property, wheresoever situated, now owned by this corporation, and which it may hereafter acquire; that each of said bonds shall bear a certificate signed by the trustee, certifying that the same is one of the series of bonds referred to in said mortgage or deed of trust, and that such mortgage or deed of trust and said bonds and coupons shall be made in such form and contain such provisions, terms and conditions, in all respects, as the Board of Directors may deem neces- sary, proper or expedient in the premises, or may authorize to be executed; and be it further Eesolved, That the said bonds and the whole thereof, be sold and dis- posed of by and under the direction of the Board of Directors, in such lots and parcels, and in such manner, and upon such terms as to the board shall seem proper; and be it further Eesolved, That the Board of Directors be, and it is hei-eby expressly authorized, empowered, and directed to do and perform each and every act, deed and thing whatsoever which to the said Board of Directors shall seem requisite, or necessary, or proper, to fully carry out the objects and intent of these resolutions, and to fully accomplish the purposes and ob- jects foe which said bonded indebtedness shall have been created and authorized. The motion to adopt said resolutions was seconded by , a stockholder of the corporation. The Chairman put the question on the adoption of the resolutions, and the stockholders then proceeded to vote upon a call of the roll, by "ayes" and "noes," upon said motion to adopt the resolutions, and the following named stockholders, owning and holding respectively the number of shares of the subscribed capital stock of said corporation set opposite their several and respective names, voted in favor of the adoption of said resolution, that is to say: , being the unanimous vote irt favor of the adoption of said resolutions by all the stockholders present and represented by proxy at said meeting. Whereupon, The Chairman declared that the motion to adopt said resolu- tions had been unanimously carried, and that said resolutions had been passed and adopted by the vote of all stockholders present and represented VTF R^OK'Mf^ . :3 J j-v -i <*^ oaid iiieeting^ namely, by stockholders representing shares of the subscribed cajiilal stock of the corporatioo; all of w u- appears of record in the minutes of eaid meeting of UlB Boa/-d of l)ir<'ctoic of said corporatiou. and in tfefl ttinuLes of the mcotinK ii the stckhoMcrs tbceof, ab recoraeC anH preserved in its record book; ami we do further certity and declare that by the proceedings aforcKaiil i bonded indebted- ness of , a corporation, has been created, and author- ized to be createii, to the amount in the ag;,'regate of dollars, United States gold coin; that the amount of stock represented at said stock- holders ' meeting was shares of the par value of dollars each, aggregating dollars of par value ; that the vote by which said bonded indebtedness was created, accomplishec' and authorized, was a vote in favor thereof by stockholders representir shares of the subscribed capital stock of the corporatio. which is more than two-thirds of the subscribed capital stock of said coi poration. In Witness Whereof, We have hereunto set our han A. D. 19. . . . Notary Public. See generally as to the issue of stock for cash, Cook on Corporations. 50 CORPORATION FORMS AND PRECEDENTS. §§17, 32-42; Clark & M., Corp., §§380-383. See as to the issue of stock for property, Cook on Corporations, §§ 18, 24, 43-50, 423, 7G(j; see also notes Lo Forms 8 and 11, supra. Form 27. CERTIFICATE OF IMPRESSION OF CORPORATE SEAL. We the undersigned, President and Secretary of , a corporation existing under and by virtue of the laws of the State of Colorado, do hereby certify that at a meeting held on day of , A. D. 191. ., the following was adopted as the corporate seal of said Company : " " in the form of a circle, an impression of which is hereto attached, and adopted as the corporate seal of said corporation. In Witness \\Tiereof, W^e, , President, and , Secretary, have hereunto set our hands and the seal of the Company, this day of , A. D. 191. . . Attest : President. [Seal] ss: Secretary. STATE OF COLOEADO, ^ County of ( I, , a Notary Public in and for said County, in the State aforesaid, do hereby certify that who personally known to me to be the person whose name subscribed to the annexed instrument, appeared before me this day in person and acknowledged that signed, sealed and delivered the said instrument of writing as free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal this day of , A. D. 191... My commission expires , 191. . . Notary Public. See generally as to the law concerning corporate seals, Cook on Corpora- tions, §§ 13, 721, 722; Clark & M., Corp., §§ 12, 48, 75, 192. Form 28. ANNUAL REPORT— DOMESTIC OR FOREIGN. MISCELLANEOUS. The First. Name of Officers and their several places of business: President Residence Business Address First Vice-President Residence Business Address STATE FORMS. 51 Second Vice-President Eesidence Business Address Third Vice-President Residence Business Address Fourth Vice-President Eesidence Business Address Secretary Eesidence Business Address Treasurer Eesidence Business Address Manager or Superintendent Eesidence Business Address Second. Names of Directors or Trustees, with the residence and busi- ness address of each : Third. Total amount of capital stock as fixed and detei mined by arti- cles of incorporation and amendments thereto Amount of original capital stock Amount of increased capital stock, if any Date of amendment to increase capital stock Fourth. The proportion of said stock actually paid in Fifth. Setting forth how the same was paid: Amount in cash Amount by purchase of property Amount otherwise Sixth. Amount of indebtedness at date of filing this report Seventh. State whether or not engaged in actual operation within the State of Colorado : Eighth. Such other information as will show with reasonable fullness and certainty the condition of real and personal property, and the financial condition of your company at the date of filing this report In Witness "Whereof, The President of the said corporation has hereunto set his hand and caused the corporate seal, to be afTixed this day of , A. D. 191... [Seal] President. Attest : Secretary. STATE OF COLORADO, ] ss: County of j Before me ^ Notary Public in and for said County and State, personally appeared , President, and J Secretary of The , personally known to me to be the persons whose names are subscribed to the foregoing annual report of said corporation, who each being first duly sworn, upon his oath deposes and says, each for himself and not one for 52 CORPORATION FORMS AND PRECEDENTS. the other, that they are the President and Secretary, respectively, of the said The , and that the facts thus set forth in said annual report are true, full and complete, and that they as such President and Secretary, respectively, of the said corporation, made, signed and delivered the said annual report in compliance w^ith the statute in such case made and provided. President. [Seal] Secretary. Subscribed and sworn to before me this day of , A. D. 191... My commission expires , A. D. 191 . . . [Seal] Notary Public. Form 29. FOREIGN CORPORATIONS— CERTIFICATE OF BUSINESS AND AGENT. Know all Men by these Presents : That we, , President, and , Secretary, of The , a corporation duly organized under and by virtue of the laws of the State of , do hereby certify that the principal place where the business of said corporation is to be carried on in the State of Colorado, is the County of , and we hereby designate, constitute and appoint , residing in the city of , County of , and State afore- said, the duly authorized agent of said corporation, upon whom process may be served, pursuant to the Statute in such case made and provided. Given under our hands and the seal of the said corporation at their office in and State of on this day of , A. D. 19 President. [Corporate Seal] Secretary. STATE OF County of '' I, , a Notary Public within and for the County and State aforesaid, do hereby certify that , President ani , Secretary, of The , who are personally known to me to be the persons who subscribed the above and foregoing instrument in writing, appeared before me this day in person, and acknowledged that they signed, sealed and delivered the same as their free and voluntary act and deed, for the uses and purposes therein set forth. STATE FORMS. 53 Given under my hand and Notarial Seal, this day of A. D, 19 My commission expires A. D. 19 ... . f Notary Public. See generally Cook on Corj.orations, §§ 696-700; Clark & M., Corp. §§ 834- 865. See also the following cast-s: Ilernian Bros. Co. v. Nasiacos, 46 Col. 208; International Trust Co. v. Lescher & Sons Kope Co., 41 Col. 299; Butler Bros. Shoe Co. v. United States Rubber Co., 1.56 Fed. 1; Iron Silver Min. Co. .v. Cowie, 31 Col. 450; Miller v. Williams, 27 Col. 34; Fraser v. Mines Leasing Co., 16 Col. App. 444. 54 CORPORATION FORMS AA^D PRECEDENTS. CONNECTICUT. Form 30. CERTIFICATE OF INCORPORATION. We, the subscribers, certify that we do hereby associate ourselves as a body politic and corporate under the statute laws of the State of Con- necticut; and we further certify: First. That the name of the corporation is (a) The Company, Corporation, (b) Incorporated. Second. That said corporation i« to be located in the town of , in the State of Connecticut. * Third. That the nature of the business to be transacted and the pur- poses to be promoted or carried out, by said corporation, are as follows: Fourth. That the amount of the capital stock of said corporation hereby authorized is dollars, divided into shares of the par value of dollars each, which stock shall be divided into classes as follows: Fifth. That the amount of capital stock with which this corporation shall commence business is dollars. Sixth. That the duration of said corporation is unlimited. Seventh Signatures of Incorporators. Name. Eesidence. of State of of State of of State of Dated at , this day of STATE OF ] County of ( , personally appeared , , and , being all of the incorporators of The and made solemn oath to the truth of the foregoing certificate by them respectively subscribed, before me. • Notary Public. Justice of the Peace.* See generally notes to Forms 1, 5, 8 and 11, supra. See also Daughters of Isabella v. National Order, 8.3 Conn. 679; S. O. & C. Co. V. Ansonia Water Co., 83 Conn. 611; Schoefield Gear and Pulley Co. V. Schoefield, 71 Conn. 1. Form 31. CERTIFICATE OF ORGANIZATION. The undersigned, a majority of the directors of The , located in the town of hereby certify as follows: * (Strike out whichever of these official designations does not apply.) STATE FORMS. 55 First. That the amount of the authorized capital stock BuhBcriV>ed for is shares, of dollars each, being shares of preferred stock and shares of common stock, amounting to dollars, and being not less than the full amount of dollars, with which the incorporators in the certificate of incorporation stated the company would begin business. Second. That the amount paid thereon in cash is dollars. Third. That the amount paid thereon in property other than caah is dollars. Fourth. That dollars has been paid upon each share subscribed for except shares, upon ■which dollars only has been paid. Fifth. That the name, residence and address of each of the original subscribers to said stock, with the number and class of shares subscribed for by each nro rts follows: No. of No. of Shares Shares Name. Eesidence. P. O. Address. Preferred.Common. SLxth. That the directors and officers of said corporation have been duly elected, and that its bydaws have been adopted. Seventh. The name, residence and post office address of each of the officers and directors of said corporation are as follows: Name. Eesidence. P. O. Address, President V^ice-PTesiileiif Treasurer Asst. Treasurer Secretary Asst. Secretary Directors. Residence. P. 0. Address. Eighth. The location of its principal office in this State is No , Street, , and the name of the agent or person in charge thereof on whom process against it may be served is Dated at , this day of 19 A Majority of the Directors. 56 CORPORATION FORMS AND PRECEDENTS STATE OF CONNECTICUT, County of "" „. 1; signers of the foregoing certificate of organization, a majority of the Directors of The and made oath to the truth of the same before me. Notary Public. Justice of the Peace.* See generally notes to Forms 1, 5, 8 and 11, swpro. See generally as to the payment for stock in cash, Cook on Corporations, S§ 17, 32-42; Clark & M., Corp., §§380-383. As to the payment for stock in property, see Cook on Corporations, §§18-24, 43-50, 423, 766; Clark & M., Corp., §§383-386. See also Johnston v. Allis, 71 Conn. 207; Stam- ford Trust Co. V. Yale & Towne Mfg. Co., 83 Conn. 43; Butler v. Beach, 82 Conn. 417. Form 32. ^ ^ AMENDMENT BEFORE ORGANIZATION OF CERTIFICATE OF INCORPORATION. | We, the undersigned, being all of the incorporators of The J a corporation whose certificate of incorporation was filed in the office of the Secretary of this State on the day of , 19. . . . and whose certificate of organiza- tion has not yet been filed in said ofiice, hereby certify that paragraph of said certificate has been amending by striking out • the words " " and inserting in lieu thereof, the words " " so that said paragraph as amended shall read as follows : And we further certify that such amendment has been approved in Avriting by all of the subscribers to the capital stock of said corporation,t none of the capital stock of said corporation has been subscribed for.f Dated at this day of , 19.. .. Incorporators. STATE OF CONNECTICUT, ) County of I Personally appeared being all of the incorporators of The and made solemn oath to the truth of the foregoing certificate by them respectively sub- scribed, before me Notary Public. Justice of the Peace.* See as to amendment of charter, notes to Form 10, sui^ra. See also Perkins v. Coffin, 84 Conn. 275. *f Strike out whichever of these official designations does not apply.) t( Strike out whichever of these clauses does not apply.) STATE FORMS. 57 Form 33. CERTIFICATE OF INCREASE OF CAPITAL STOCK. We, the undersigned, a majority of the directors of The , a corporation organized under the statute laws of the State of Connecticut, and located in the town of in said State, Hereby Certify, That at a meeting of the stockholders of said corpora- tion duly called and held for that purpose at in said State, on the day of , 19 .... , the authorised capital stock of said corporation was increased from the sum of dollars to the sum of dollars, and the number of shares of the capital stock was proportionately increased from the number of shares preferred ami shares common, to the number of shares preferred, and bhares common, each share of the par value of dollars, by a resolution duly adopted by a vote of (more than) two-thirds of all the outstanding stock of each class, of which resolution the following is a copy: Dated at , this day of 19 A majority of the Directors. STATE OF CONNECTICUT, j County of I ' , 19 . . . . Personally appeared , a majority of the directors of The ' and made oath to the truth of the foregoing certificate, by them signed, before me. Notary Public. Justice of the Peace.* See generally as to increase of capital stock, Cook on Corporations, §§ 279- 298; Clark & M., Corp., §§405-412, and notes to Form 20. supra. See also Barrows v. Natchaug Silk Co., 72 Conn. 658. Form 34. CERTIFICATE OF ISSUE OF ADDITIONAL SHARES OF CAPITAL STOCK. The undersigned, a majority of the directors of The , a corporation organized under the statute laws of the State of Connecticut, and located in the town of , in sai d State. Hereby Certify, that at a meeting of the stockholders of said corpora- tion duly warned for that purpose and held at , in said State, on the day of 19 , the directors wore empowered to issue shares of the •(Strike out whichever of these oflicial designations does not apply) 58 CORPORATION FORMS AND PRECEDENTS. unissued authorized capital stock of said corporation, and at a meeting of said directors held on the day of 19...., it "was voted to issue said shares, thereby making the outstanding stock dollars, and wo further certify : First. That the amount of said additional shares issued is dollars, divided into shares of preferred stock, and shares of common stock, each share of the par value of dollars. Second. That the amount paid thereon in cash is dollars. Third. That the amount paid thereon in property other than cash is dollars. Fourth. That dollars has been paid on each of said shares except shares, upon which dollars only has been paid. Fifth. That the name, residence and address of each of the subscribers to said stock with the number and class of shares subscribed for by each are as follows: No. of Shares No. of Shares Name. Residence. of Preferred, of Common. Dated at , this day of , 19. A Majority of the Directors. STATE OF CONNECTICUT, County of '' Personally appeared , a majority of the directors of The and made oath to the truth of the foregoing certificate by them signed, before me, Notary Public. . Justice of the Peace.* See note to preceding form. See also as to the right to subscribe for additional shares of capital stock, Cook on Corporations, §70; Clark & M., Corp., §§ 405-410. Form 35. CERTIFICATE OF REDUCTION OF CAPITAL STOCK. We, the undersigned, a majority of the directors of-The , a corporation organized under the statute laws of the State of Connecticut, and located in the town of ., in said State, •(Strike out whichever of these official designations does not apply.) STATE FORMS. 5« Hereby Certify, that at a meeting of the stockholders of said corporation bpecially warned for that purpose, and held at , in said State on the day of , ly . . . . , the? authoriiod capital stock of said corporation was reduced from the Bum of dollars to the sum of dollars, and the number of shares of the capital stock was proportionately decreased from shares preferred and shares common, to shares preferred and shares common, (the par value of the shares was proportionately decreased from dollars per share to dollars per share), by a resolution adopted at said meeting by a two-thirds vote of all the outstanding stock of each class, a copy of which resolution is as follows : And we do further certify that the records of the corporation contaiu a complete list of all the stockholders who voted in favor of said resolution to reduce the capital stock. Dated at this day of , 19 A majority of the Directors. STATE OF CONNECTICUT, I County of j^^' ,19.... Personally appeared , a majority of the directors of The and made oath to the truth of the foregoing certificate, by them signed, before me. Notary Public. Justice of the Peace.* See generally as to reduction of capital stock, Cook on Corporations, §§ 279-298; Clark & M., Corp., § 407-412. See also Ecker v. Kentucky Ref. Co., 144 Ky. 264. Form 36. CERTIFICATE OF CHANGE OF LOCATION. "We, the undersigned, a majority of the directors of The , a corporation ort^aniied under the statute laws of the State of Connecticut, and located in the town of , in said State, Hereby Certify, that at a meeting of the stockholders of said corpora- tion, duly called for that purpose, and held at , on the day of , 10. . . ., the location of said corporation was changed from the town of aforesaid to the town of ^n said State by a resolution adopted by the stockholders at said meeting by a vote of (more than) * (Strike out whichever of these official designations does not apply.) 60 CORPORATION FORMS AND PRECEDENTS. two-thirds of all the outstanding stock of each class, of which resolution the following is a copy : . . . . , Dated at , this day of , 19 ... . A majority of the Directors. STATE OF CONNECTICUT,! County of j^^* 19.... Personally appeared , being a majority of the directors of The and made oath to the truth of the foregoing certificate by them signed, before me, Notary Public. Justice of the Peace.* See generally as to the location of the principal office of a corpora- tion, Cook on Corporations, §§ 1, 237-240; Clark & M., Corp., § 75. See also note to Form 1, supra. Form 37. CERTIFICATE OF CHANGE OF NAME. We, the undersigned, a majority of the directors of The , a corporation organized under the statute laws of the State of Connecticut, and located in the town of in said State, Hereby Certify, that at a meeting of the stockholders of said corpora- tion duly called for that purpose and held at on the day of , 19 .... , the name of said corporation was changed from The to The by a resolution adopted by the stockholders at said meeting, by a vote of (more than) two-thirds of all the outstanding stock of each class, of which resolution the following is a copy: Dated at this day of , 19 . . . . A majority of the Directors. STATE OF CONNECTICUT, I County of J^®' 19-... Personally appeared being a majority of the directors of The and made oath to the truth of the foregoing certificate by them signed, before me, Notary Public. Justice of the Peace.* See generally Cook on Corporations, § 15 ; Clark & M., Corp., § 55. See also note to Form 1, supra. •(Strike out whichever of these official designations does not apply.) STATE FORMS. 61 Form 38. PRELIMINARY CERTIFICATE OF DISSOLUTION BY AGREEMENT OF STOCKHOLDERS. We, the undersigued, a majority of tlie ss: County of J * • > 19 ... . I^ , Secretary of The , a corporation organized under the statute laws of the State of Connecticut, hereby certify that the foregoing agreement was on the day of , 19. . . ., submitted to the stockholders of said corporation at a meeting called for the purpose of conside'ring the same, notice thereof having been given, and publication thereof having been duly made, as required by law, and that two-thirds (or more) of all the outstanding stock of each class voted to approve such merger and consolidation. , Secretary [Seal] of The STATE OF CONNECTICUT, ) County of f^= ' "^ " " ' ' I, , Secretary of The , a corporation organized under the statute laws of the State of Connecticut, hereby certify that the foregoing agreement was on the day of , 19 . . , submitted to the stockholders of said corporation at a meeting called for the purpose of considering the same, notice thereof having been given, and publication thereof having been duly made, as required by law, and that two-thirds (or more) of all the outstanding stock of each class voted to approve such merger and consolidation. [Seal] , Secretary of The STATE OF CONNECTICUT,) County of * . • J * ' X , Secretary of The , a corporation organized under the statute laws of the State of Connecticut, hereby certify that the foregoing agreement was on the day of 19. . . ., submitted to the stockholders of said corporation at a meeting called for the purpose of considering the same, notice thereof having been given, and publication thereof having been duly made, as required by law, and that two- STATE FORMS. 65 thinls (or more) of all the oiitstamling stock of eass: , ly.. County of \ Personally appeared president, and treasurer, of The ; • . ■ , and made oath to the truth of the foregoing certificate, by them signed, before me, Notary Public. STATE FORMS. 69 DELAWARE. Form 46. CERTIFICATE OF INCORPORATION OF COMPANY. First. The name of this corporation is Second. The location of its principal office in the State of Delaware is in the City of , County of The name of the Agent in charge thereof is Third. Tho nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world, viz: (a) (State specific objects of corporation.) (b) To manufacture, purchase or otherwise acquire, to hold, own, mort- gage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with goods, wares and merchandise and property of every class and description. (c) To acquire and undertake all or any part of the business, assets and liabilities of any person, firm, association or corporation. (d^ To apply for, purchase or otherwise acquire, and to hold, own, use, operate and to sell, assign or to otherwise dispose of, to grant licenses in ■respect of, or otherwise turn to account, any and all inventions, improve- ments and processes used in connection with or secured under letters patent of the United States or elsewhere, or otherwise, and with a view to the working and development of the same, to carry on any business, whether manufacturing or otherwise, which the corporation may think calculated directly or indirectly to effectuate these objects. • (e) To enter into, perform and carry out contracts of every kind with any person, firm, association or corporation, and without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants, bonds, debentures and other negotiable or transferable instruments. ' The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation. In General, to carry on any other business in connection with the fore- going, whether manufacturing or otherwise, and to have and to exercise all the powers conferred by the laws of Delaware upon corporations formed under the act hereinafter referred to. Fourth. The total authorized capital stock of this corporation is The amount of the capital stock with which this corporation will com- mence business is the sum of Fifth. The names and places of residence of each of the original sub- scribers to the capital stock and the number of shares subscribed for by each are as follows: •rO CORPORATION FORMS AND PRECEDENTS. Name, Eesidence. No. of Sliares. • .kj****... a. ■>••••••• , Sixth. This corporation is to have perpetual existence. Seventh. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent v^'hatever. Eighth. In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized: To make, alter, amend and rescind the By-Laws of this corporation, to fix the amount to be reserved as working capital, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation. From time to time to determine whether and to what extent, and at what time and places and under what conditions and regulations, the accounts and books of this corporation, (other than the stock ledger), or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account or book or document of this corporation, except as conferred by statute or authori2ed by the Directors, or by a resolution of the stockholders. If the By-Laws so provide, to designate two or more of their number to constitute an Executive Committee, which Committee shall for the time being, as provided in said resolution or in the By-Laws of this corporation, have and exercise any or all of the powers of the Board of Directors in the man- agement of the business and affairs of this corporation, and have power to authorize the seal of this corporation to be affixed to all papers which may require it. Both Stockholders and Directors shall have power, if the By-Laws so pro- vide, to hold their meetings either within or without the State of Delaware, to have one or more offices in addition to the principal office in Delaware, and to keep the books of this corporation (subject to the provisions of the statute) outside of the State of Delaware at such places as may be from time to time designated by them. This corporation may in its By-Laws confer powers additional to the fore- going upon the Directors, in addition to the powers and authorities expressly conferred upon them by the statute. This corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the statute, and all rights conferred on stockholders herein are granted subject to this reservation. We, the undersigned, being each of the original subscribers to the capital stock hereinbefore named for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of an Act of the Legislature of the State of Delaware, entitled, "An Act Providing a General Corporation Law," as amended, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this day of , A. D. 19. . . . STATE FORMS. 71 In the presence of [SealJ [Seai-J [SealJ [SealJ [SfcALj STATE OF ) County of J^^' Be it remeiiibered that on this day of A. D. 191. . personally' came before me , a iSotary Public for the State of > parties to the foregoing Certificate of Incorporation, known to me per- sonally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth. Given under my hand and seal of office the day and year aforesaid. Notarj- Public. See generally notes to Forms 1, 5, 8 and 11, supra. See also Brookes v. State (Del.), 78 Atl, 790. Form 47. ANNUAL REPORT. Eeport of Date of Incorporation Officers. Name. Address. Term Expires. President, . . . . Vice-President, Treasurer, . . . Secretary, . . . . Directors, . . . . Principal Oifice in Delaware : — City or Town, Street and Number, Name of Agent in charge upon whom service of process may be made, Places of business outside of Delaware: — Towns or Cities. Streets and Numbers. Date of next Annual Meeting of Stockholders for the election of Directors: ALL THE FOLLOWING QUESTIONS MUST BE ANSWERED. 1. What is the nature of the business of your corporation f 72 CORPORATION FORMS AND PRECEDENTS. 2. What is the amount of your capital stock authorized? $. 3. What is the amount of your capital stock actually paid in? $ 4. Is your corporation engaged in manufacturing or mining? 5. If so, state where, A. In Delaware, City or Town, Street and Number, B. In other places state where, City or Town, Street and Number. 6. 'UTiat is the amount of your capital stock invested in manu- facturing or mining in Delaware? $ 7. What is the amount invested in Real Estate in Delaware? ^ 8. Tax annually? $ 9. Is more than 50 per cent of your capital stock invested in business within the State of Delaware? 10. If exempt from taxation, state the reason why such exemp- tion is claimed. 11. Is your company actively engaged in business ut the present time, or if not when was business suspended? ...... On this day of A D. Iv) . . . , I, the undersigned, do hereby certiiy as (President or Treusuier) of the Company that the foregoing return is correct and true. (L. S.) Address .Witness. (The above certificate is made in conformity with the Act of March 10, 1899, and all Acts amendatory thereto, which provides that if any officer of any company required by this Act to make a return, shall in such return make a false statement, he shall be deemed guilty of perjury.) Form 48. APPLICATION OF FOREIGN CORPORATION. To the Secretary of State of the state of Delaware: The Company, a corporation duly organized under the laws of the state and having its principal office and jjlace of business at in said state of , hereby certifies that it files herewith a certified copy of its charter and hereby makes application to do business in said state of Delaware and further certifies: That it has appointed and hereby designates , a resident of in the County of , State of Delaware, as its authorised agent in the state of Delaware upon whom ser\-ice of process may be had. That the assets of said The Company are dollars ($....) and that the liabilities thereof are dollars ($.... ). In Witness Whereof, said The Company has caused STATE FORMS. 73 this instrument to be executed by its ofticers thereunto duly authorized, and its corporate seal to be hereto affixed this day of 19.... (Corporate yeal) Attest : The Company, By ; Secretary. PreHident, STATK OF I County of J ^^• Before me, a Notary Public in and for the said County and State, per- sonally appeared , and to me per- sonally known, and who Lein^ first duly sworn, did severally depose and say that thoy are the president an Notary I'ublic, D. C. 76 CORPORATION FORMS AND PRECEDENTS. TLORIDA. Form 51. NOTICE OF INTENTION TO APPLY FOR LETTERS PATENT. Notice is hereby given that the undersigned will apply to the Honor- able , Governor of the State of Florida, at Tallahas- see, on the 21st day of February, A. D. 1911, at o 'clock .... M. or as soon thereafter as we can be heard, for Letters Patent incorpor- ating under the following proposed charter, the original of which is on file in the office of the Secretary of the State of the State of Florida. Form 52. PROPOSED CHARTER OF We, the undersigned, hereby associate ourselves together for the pur- pose of becoming a corporation under the laws of Florida by and under the provisions of the statute of the State of Florida providing for the formation, liabilities, rights, privileges and immunities of corporations for profit. ARTICLE 1. The name of this corporation shall be Its business shall be carried on in Jacksonville, Duval County, Florida, and at such other points in the State of Florida and in the United States and foreign countries as may be from time to time authorized by its Board of Direc- tors. ARTICLE II. The general nature of the business to be conducted and carried on by this corporation is : (a) To buy, sell, exchange and deal in bonds and evidences of in- debtedness of all kinds issued by governmental authorities, by commer- cial or industrial corporations or private individuals, and in the shares of all corporations for profit and in the securities and evidences of indebtedness of all kinds, whether negotiable or otherwise, either for the account, benefit or risk of this corporation or upon commission or upon a profit sharing basis. (b) To act as brokers, syndicate managers and in any relation proper and expedient in placing issues of bonds, stocks and securities of any and every character; to«act as agents and managers for reorganization purposes and to committees in charge thereof, to conduct reorganizations of corporate properties or organize corporations for the account of itself or Others; and to be fiscal agents, trustees or underwriters in, or agents for STATE FORMS. 77 any of the classes of business transactions wherein a financial interme- diary or trustee is necessary, beneficial or useful; to receive compensa- tion for all services which it may render in the performance of any duti<.»s of a fiduciary or agency character; and to itself become interested as principal and become the beneficiary as such in any fi^nancial transaction wherein it desires to become interested. (c) To become Trustee of and for any i.ssue of bonds or form of evi- dence of indebtedness made by any individual or corporation and to receive, hold and apply security by deed of trust or indenture of mort- gage or otherwise given to secure the payment of said bonds or any other obligations in the nature of security for indebtedness, either by promissory notes, bonds, debentures or suretyships or liabilities of a sec- ondary character wherein this corporation may agree to act as trustee; and as such trustee to accept all such documents evidencing the security in trust, to execute all of the provisions thereof, to certify and deliver the evidences of indebtedness secured thereby, to conduct foreclosures and generally to do and execute each act proper to be done by a trustee under any such form of transaction. (d) To deal in personal property of every character; to buy, sell and exchange real estate, with full power to pledge, mortgage or other- wise encumber such real and personal property. (e) Generally, to have all power necessary, needful or desirable, for the full and complete exercise of the right to act as principal, agent and broker, purchaser or trustee in any form in the acquisition, disposition, encumbrance, reorganization or sale of property real or personal. ARTICLE III. The capital stock of this Company shall be Twenty Thousand Dollars ($20,000), divided into two hundred (200) shares of the par value of One Hundred Dollars ($100) each, payable in lawful money of the United States or in property, labor or services at a just valuation to be fixed by the stockholders or by the Directors of the Company at the organiya- tion meeting had after the granting of the charter herein applied for; and which capital stock shall be sold, issued, assigned and transferred only in accordance with such by-laws as the Company may from time to time make, change or alter, with a lien reserved in favor of the Company upon all of its capital stock for any indebtedness which may, at any time, be due by the holder of the same unto the Company, and which shall be a lien thereon superior to all other liens or claims of every character, and all assignments or transfers of stock of this Company shall be subject thereto. ARTICLE IV. This corporation shall have perpetual existence. ARTICLE V, The business of this Company shall be conducted by a board of four Directors. The officers of the Company shall be a Presi.lent, a Vice I'resident, a General Manager, a Secretary and a Treasurer, who shall all 78 CORPORATION FORMS AND PRECEDENTS. be stockholders. Until the first annual meeting of the Company, herein provided for, the following shall be the officers of the Company: President; Vice President and General Manager; Secretary and Treasurer; The directors shall be , > and The first meeting of the Company shall be held on the .... day of . 191. .., at the office of , on Street; in the City of Jacksonville, Florida, for the purpose of completing the organization of the Company and adopting by-laws and transacting all the business which may come before the meeting. The annual meeting of the stockholders of this Company shall be held on the Tuesday after the second Monday in January of each and every year, beginning with the year 1912. The Board of Directors shall be fixed at four, and from this mem- bership the Board of Directors shall elect a President, a Vice President, a General Manager, a Secretary and a Treasurer. The offices of Vice President and General Manager may be held by the same Director, and the same person shall be eligible to hold both offices of Secretary and Treasurer. ARTICLE VI. The highest amount of indebtedness or liability to which this Com- pany at any time can subject itself shall be One Million Dollars ($1,000,000.00). ARTICLE VII. The names and residences of the incorporators of this Company and the amount of capital stock subscribed for by each are as follows: , Jacksonville, Florida, 98 Shares. , Jacksonville, Florida, 2 Shares. , Jacksonville, Florida, 2 Shares. , Jacksonville, Florida, 98 Shares. In Witness Whereof, We have hereunto set our hands and seals this day of , A. D. 19 Witness : STATE OF FLORIDA, | County of ( " ' I Hereby Certify that upon this day before me, a Notary Public in and for the State of Florida at large, duly qualified and acting as an officer authorized to take acknowledgments, personally appeared , and each to me known well, and well known STATE FORMS. 70 to me to be the persons who executed the foregoing p.oposed charter of and each and severally acknowledged that they signed and executed the same for the purposes therein set forth. In Witness Whereof, I have hereunto set my hand and allixed my of- ficial seal, this day of A. I). IDl. .. [Se^.l] Notary Public .State of Florida at Large. My commission expires , 191... See generally notes to Fomis 1, ij, 8 arid 11, .siipru. See as to the lien of a corporation upon stock, Cook on Corporations, §§ 5^:0-533; Clark & M., Corp., §§573581. 80 CORPORATION FORMS AND PRECEDENTS. GEORGIA. Form 53. PETITION FOR CHARTER. Georgia, Fulton County, To the Superior Court of said County. The petition of C. A. Wiley and W. W. King and R. M. Wiley, all of said State and County, respectfully show: 1. They desire for themselves, their associates and successors to be made a body politic, under the name and style of Wiley's Incorporated for a period of twenty years. 2. The principal office of said company shall be in the City of Atlanta, State and County aforesaid, but petitioners desire the right to establish branch offices within or without this State, whenever the holders of a majority of the stock may so determine. 3. The capital stock of said corporation shall be $30,000.00 commo3 stock, with the privilege of increasing the same to the sum of not exceed- ing $100,000.00 by a majority vote of the common stockholders; said stock shall be divided into shares of the par value of $100.00 each. Petitioners desire the right to pay the subscription to said capital stock in money or property taken at a fair valuation. 4. Petitioners further desire the right to issue $20,000.00 of preferred stock and to increase said issue by a majority vote of its common stocks holders to an amount not to exceed $100,000.00. The rights of holders of preferred stock shall be set forth and determined by the by-laws to be adopted by such corporation at its first meeting held for organization. Such parts of said by-laws as relate to the rights of the preferred stock- holders shall not thereafter be altered, amended or rescinded without the unanimous consent of all the preferred stockholders present and voting at such meeting. 5. The object of said corporation is pecuniary gain to its stockholders. 6. The business to be carried on by said corporation is the manufacture and sale of candies at wholesale and retail; syrups and extracts and allied branches; that of owning and operating soda founts, etc. 7. Petitioners desire the right to sue and be sued; to plead and be impleaded; to have and use a common seal; to make all necessary by-laws and regulations and do all other things that may be necessary for the successful carrying on of said business, including the right to buy, hold, and sell real estate and personal property suitable to the purpose of the corporation, and to execute notes and bonds as evidence of indebtedness, incurred or which may be incurred, in the conduct of the affairs of the corporation and to secure the same by mortgage, security deed, or other form of lien. 8. They ask authority for said corporation to wind up its affairs, liqui- date and discontinue business at any time it may determine to do so by the vote of two-thirds (2/3) of its stock outstanding at the time. 9. They desire the right for said corporation of renewal as provided by the laws of Georgia, and that it have all other rights, powers and im- ►STATE FORMS. 81 munities as are incident to like corporations or permissible under the laws of Georgia. . ' Wherefore petitioners pray to be iut-orporateil uinler the name and style aforesaid with all the powers, privileges and imnuinities as herein set forth. E. D. Thomas, Attorney for Petitioners, Filed in ofTice this 28th day of February, 1011. Arnold Bkoyles, Clerk. State of Georgia, County of Fulton. I, Arnold Hroyles, Clerk of the Superior Court of said county, do hereby certify that the foregoing is a true and correct copy of the appli- cation for charter of Wiley's Incorporated, as the same appears of fde in this ollice. Witness my oflicial signature and the seal of said Court, this 28th day of February, 1911. [SealJ Arnold Broyles, Clerk Superior Court Fulton Co., Ga. See generally notes to Forms 1, 5, 6 and 9, a^tpra. See also Bean v. Floyd County Farm Union, 8 Ga. App. 399; Woodruff v. Columbus Ins. Co., 135 Ga. 21.5; Creswell v. Grand Lodge, 1.S3 Ga. 837; Georgia Fire In.-^. Co. V. City of Cedartown, 134 Ga. 87; Walter v. Porter, 3 Ga. App. 73; Bing V. Bank of Kingston, 5 Ga. App. 578. Form 54. STATEMENT OF FOREIGN CORPORATION. STATE OF GEORGIA. CERTIFIED STATEMENT FOR REGISTRATION By Name of Corporation Principal Office Nature of Business ^Vhen WTiere By What Authority Incorporated. Incorporated. Incorporated. Capital Stock. To the Honorable Secretary of State, Atlanta, Ga. I Hereby Certify that the Above Statement is Correct (Above Statement furnished the Secretary of State of Georgia for record by an Act of the General Assembly. ai>proved August 16, 1906. This blank must be filled out and returned to the Secretary of State annually, before November 1st. with fee of one dollar for first return and fifty cents annually thereafter.) 52 CORPORATION FORMS AND PRECEDENTS. HAWAII. Form 55. ARTICLES OF ASSOCIATION OF THE COM- PANY, LIMITED. Know all Men by these Presents: That we, the undersigned, a majority of whom are residents of the Territory of Hawaii, have this day volun- tarily associated ourselves together for the purpose of forming a cor- poration under the laws of the Territory of Hawaii. And we hereby certify — First. That the name of said corporation shall be the Company, Limited. Second. That the place where the principal office of the corporation is to be established and located is Third. That the purpose for which such corporation is formed is Fourth. That the amount of the capital stock of said corporation shall be Dollars ($....) divided into shares of the par value of dollars each. The corporation asks the privi- lege of hereafter extending its capital stock to the extent of but not exceeding Dollars. Fifth. That the term for which said corporation is to exist is years from and after the date of incorporation. Sixth. That the business and affairs of such corporation shall be managed by a board of directors the number of which shall be and that the names and residences of the directors of the corporation who are to serve until their successors are elected and qualified as provided by the by-laws are as follows, to-wit: Name. Whose residence is at Seventh. That the officers of said corporation shall consist of a Presi- dent, a Vice President, a Secretary and a Treasurer. That the following persons have been selected to act as officers of the corporation until their successors are elected and qualified as provided by the by-laws. Name. Office. President. Vice President. Secretary. Treasurer. In Witness Whereof, we have hereunto set our hands and seals this day of , 191. .. [Seal] [Seal] [Seal] [Seal] [Seal] STATE FORMS. 83 TERRITORY OF HAWAII,] City of '^^'• ., aud being respectively the President, Secretary and Treasurer, of the Company, Limited, being respectively first duly sworn, respectively depose and say that the said has been duly elected President, the said Secretary, and the said Treasurer of the Company, Limited; that the capital stock of the said corporation is dollars, and said capital stock is divided into shares of the par value of . ; dollars each; that the amount of capital stock which has been actually subscribed is dollars, and the follow- ing persons have subscribed for the number of shares and amount of capi- tal stock and paid thereon the amount set opposite their respective names. Number of Shares Amount of Stock Amount Paid Name. Subscribed. Subscribed. on Subscription. (When the object of the corporation is to take over any existing agri- cultural, grazing, manufacturing, shipping or trading business or enter- prise, the adidavit shall also contain a full description of the property intended to represent the capital stock of the proposed corporation, a de- tailed valuation of each item of the said property, and a copy of the conveyance to be made by the owner or owners of said business or enter- prise to the proposed corporation.) Subscribed and sworn to before me this day of 191. Form 56. APPLICATION OF FOREIGN CORPORATION TO DO BUSINESS. STATE OF County of ' ' ' To the Treasurer of the Territory of Hawaii; The undersigned Company, a corporation organized and existing under the laws of the state of being desirous of carrying on business in the Territory of Hawaii, hereby makes the fol- lowing statement: I. That the Company is a corporation duly organized and existing under and by virtue of the laws of the state of II. That said herewith presents and asks leave to file in the office of the Treasurer of the Territory of Hawaii a certified copy of its charter (or act of incorporation of said corporation). III. That the names and residences of its officers are as follows IV. That the said Company herewith presents and asks leave to file in said Treasurer's office a certified copy of its by-laws. V. That the said Company has made, constituted, designated find appointed and does hereby make, constitute, designate and appoint 84 .CORPORATION FORMS AND PRECEDENTS. , who resides at in the Territory of Hawaii as the person upon whom legal notices and processes from the courts of said Terri- tory of Hawaii may be served, and hereby consents that service of such no- tices and processes made upon said shall be binding upon the said Company, The said Company respectfully applies for permission to carry on business in said Territory of Hawaii and asks that said certified copy of its Charter (or act of incorporation) and of said by-laws may be filed in the ofiice of the Treasurer of Hawaii. Dated , 19 Company, By Its STATE OF County of ^ ^^'^ Before me the undersigned personally came and appeared who is known to me to be the of the Company, a corporation organized and existing under the laws of and being first duly sworn on oath deposes and says that he has read the foregoing application of the to do business in the Territory of Hawaii, and that the matters und things stated in said application are true. In Witness Whereof, I have hereunto affixed my official seal and signa- ture at this day of , 191. . My commission expires See notes to Forms 1, 5, 8, and 11, supra. STATE FORMS.* 85 IDAHO. Form 57. ARTICLES OF INCORPORATION. Know all Men by these Tresents, That we, the unilersigneil, at least one of whom is a bona fide resident of the «tate of Iilaho, have this day volun- tarily associated ourselves together for the purpose of forming a corpora- tion under the laws of the State of Idaho. And we hereby certify in writing: I. That the name of the said corporation shall be II. That the purposes for which said corporation is formed are III. That the principal office and the place where the principal busi- ness of said corporation is to be transacted is , in the City of , in the County of , Idaho. IV. That the term for which said corporation is to exist is years (not exceeding fifty years). V. That the number of the directors of said corporation shall be (not less than three nor more than fifteen). VI. That the amount of capital stock of said corporation shall be dollars ($ ); divided into shares of the par value of dollars ($ ) each. VII. That the amount of capital stock of said corporation which has been actually subscribed is ($ ) dollars, and the fol- lowing are the names of the subscribers, with the number and par value of shares subscribed for by each. Name. Number of Shares. Par Value. In Witness Whereof, we have hereunto set our hands this day of , A. D. 19 Signed and executed in the presence of: STATE OF IDAHO, County of ., ( On this day of , A. D. 19 , before me personally appeared known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same. In Witness Whereof, I have hereunto set my hand and affixed ray official seal the day and year in this certificate first above written. [Seal] Notary Public. See notes to Forms 1, 5, 8 and 11, supra. 86 CORPORATION FORMS AND PRECEDENTS. Form 58. ANNUAL STATEMENT. STATE OF IDAHO, [ County of { , being first duly sworn, deposes and says : That he is (title of office) of (name of corporation, joint stock company or association) That the principal office of said Company is located at , County of , State of That the names and postoffice addresses of its officers are as follows: Name. Postoffice Address. President, Secretary, Treasurer, That the date of the annual election of directors and officers of said (name of company) is the day of , of each year: That the authorized capital stock of said company is ($ ) dollars, which is divided into shares of the par value of ($ ) dollars each; that the amount of capital stock subscribed is shares; that the amount of capital stock issued and the amount of capital stock paid up is shares aggregating dollars. And that the names and addresses of the said company 's managing agent and attorneys in fact in the state of Idaho are as follows : Name. Office. P. O. Address. If Mining Company, state whether productive or non-productive. (Signed) Subscribed to and sworn to before me this day of , 19. . . . Notary Public. Form 59. FOREIGN CORPORATION— DESIGNATION OF AGENT AND ACCEPTANCE OF THE PROVISIONS OF THE CONSTITUTION OF THE STATE OF IDAHO. Know all Men by these Presents : That , a corporation organized and existing under the laws of the state of , having filed in the office of the Secretary of the State of the state of Idaho a duly authenticated copy qf its articles of incorporation, does hereby, in pursuance of the laws of the state of Idaho, make this certificate, and does hereby designate county, in the state of Idaho, as the county STATE FORMS. 87 in which the principal place of business of said corporation in saifl state of Idaho, is and shall he conducted, and does hereby designate , residing at , in said county, as the authorized agent of said corporation in said state of Idaho, upon whom process Issued by authority of, or under any law of the state of Idaho, may be served, as provided by the constitution and laws of said state of Idaho. And the said , desiring and intending to conform in all respects to the constitution and laws of said state, and to avail itself of the rights, privileges and immunities guaranteed by said constitution and laws, does hereby accept the provisions of the constitution of the state of Idaho for all the intents and purposes contemplated by the provisions thereof, relating to such acceptance by other than municipal corporations. (Article XI, Section 7, Constitution of Idaho.) In Witness Whereof, the said has caused this certificate and acceptance to be executed, acknowledged and delivered in its name and on its behalf, by its president, and to be attested by its secretary, and has caused its corporate seal to be hereunto affixed at , in the county of , and state of this day of , 19.... ( CORPORA! E SEAL) Attest : By Secretary. President. STATE OF IDAHO, ) County of y On this day of , in the year 19. . , before me , a , in and for said county, in the state aforesaid, personally appeared known to me to be the president of the corporation that executed the within and foregoing instrument, and acknowledged to me that such corporation ex- ecuted the same. In Witness Whereof, I have hereunto set my hand and affixed my seal this day of , 19 ... . My commission expires on the day of 19 ... . (Xote — Original to be filed for record with the Secretary of State. Boise, Idaho, and the duplicate with the clerk of the district court in the county where the principal place of business is located.) See generally Cook on Corporations, §S (596-700; Clark & M., Corp.. §§ S;?4- 865. See as to service of process on foreign corporations, Cook on Corpo- rations, §758; Clark & M., Corp., §861. See also Foore v. Simon Piano Co., 18 Idaho 167; Kiesel v. Bvbee, 14 Idaho 670; Diamond Bank v. Van Meter, 19 Idaho 225; War Eagle Consol. Min. Co. v. Deckie. 14 Idnho 5.14; Toledo Computing Scale Co. v. Young, 16 Idaho 187; Tarr v. Western Loan & Saving Co., 15 Idaho 741; Colbv v. Cleaver, 169 Fed. 206; Bonham Nat. Bank v. Grimes, etc.. Mining Co.. IS Idaho 629; Penna. Coeur d 'Alene Mining Co. v. Gallagher, 19 Idaho 101. 88 CORPORATION FORMS AND PRECEDENTS. ILLINOIS. Form 60. STATEMENT OF INCORPORATION ON THE STOCK PLAN. STATE OF ILLINOIS, | Countyj^^= To , Secretary of State : We, the undersigned, propose to form a Corporation under an act of the General Assembly of the State of Illinois, entitled "An Act Concerning Corporations," ap- proved April 18, 1872, and all acts amendatory thereof; and for the pur- pose of such organization we hereby state as follows, to wit: 1. The name of such Corporation is 2. The object for which it is formed is 3. The Capital Stock shall be 4. The amount of each share is 5. The number of shares is 6. The location of the principal office is in , in the County of , State of Illinois. 7. The duration of the Corporation shall be years. ACKNOWLKDGMENT. STATE OF ILLINOIS, ] County of " ' " ji I, , a Notary Public in and for the County and State aforesaid, do hereby certify that on the day of , A. D. 19. . , personally appeared before me to me personally known to be the same persons who executed the fore- going statement, and severally acknowledged that they executed the same for the purposes therein set forth. In Witness Whereof, I have hereunto set my hand and seal, the day and year above written. Notary Public. See Hurd's E. S. 111. (1911), ch. 32, P. 2. See also Converse v. Emerson, Talnott & Co., 242 111. 619; People v. Rose, 225 111. 496; Foster v. Hip Lung Ying Kee & Co., 24.3 111. 16.3; People v. Shedd, 241 111. 155; People V. Cowan, 247 111. 357. See generally notes to Forms 1, 5, 8 and 11, supra. ^ss: STATE FORMS. 89 Form 61. STATEMENT FOR AMERICAN IMPLEMENT COMPANY, AN ILLINOIS CORPORATION. STATE OF ILLINOIS, Cook County. To the Ilonoiable James A. Rose, Secretary of State: We, the undersigned, Paul A. Neuffer, Charles J. Horn and Charles W. Henibliiig, propose to form a corporation under an act of the General As- senildy of the State of Illinois, entitled "An Act Concerning Corporations," approved April 18, 1872, and all acts amendatory thereof; and for the pur- pose of such organisation we hereby state as follows, to wit: 1. The name of such Corporation is American Implement Company. 2. The objects for which it is formed are : (a) To manufacture and sell, and to acquire property for the purpose of carrying on the business of manufacturing and selling, in any or all the states and territories of the United States, and in foreign countries, plows, cultivators, harrows, hay rakes, com planters, corn shellers, cotton jdantcrs, wagons, buggies and other vehicles, harnesses and whips, and any and all other kinds of agricultural machinery, implements and tools, and any and all other articles pertaining to agriculture. (b) To purchase, sell, and in general to deal in, implements, machinery, vehicles, and any and all articles pertaining to agriculture, in any or all of the states and territories of the United States and in foreign countries, and to acquire property for the purpose of carrying on such business. (c) To manufacture and produce, and to acquire property for the manu- facturing and i:)roducing, and to otherwise acquire and generally deal in, ores, metals, timber, lumber, and other materials and products which may be used in, or in connection with the manufacture of machinery, implements, tools, vehicles, harness and other articles pertaining to agriculture. (d) To apply for, obtain, register, purchase, lease, or otherwise to ac- quire, and to hold, use, own, operate, and introduce, and to sell, assign or otherwise to dispose of, any trade marks, trade names, patents, inventions, improvements, and processes used in connection with or secured under letters patent of the United States, or elsewhere or 'otherwise, and to use, exercise, develop, grant licenses in respect of, or otherwise to turn into account any such trade marks, patents, licenses, processes and the like, or any such prop- erty or rights. 3. The Capital Stock shall be Ten Thousand Dollars ($10,000). 4. The amount of each share is One Hundred Dollars ($100). 5. The number of shares is One Hundred (100). 6. The location of the principal office is in Chicago, in the County of Cook, State of Illinois. 7. The duration of the Corporation shall be ninety-nine (99) years. Palt. A. Nei'kfer, Charles J. "Horn, Charles W. Hembling. STATE OF ILLINOIS, 1 ss * County of Cook. ^ I, G. M. Morley, a Notary Public in and for the County and State afore said, do hereby certify that on the 2Sth day of February, A. D. 1911, per- 90 CORPORATION FORMS AND PRECEDENTS. sonally appeared before me, Paul A. Neuffer, Charles J. Horn and Charles W. Hembling, to me personally known to be the same persons who executed the foregoing statement, and severally acknowledged that they executed the same for the purposes therein set forth. In Witness Whereof, I have hereunto set my hand and seal, the day and year above written. [Seal] g. m. morley, Notary Publi*. Form 62. LICENSE. State of Illinois, DEPARTMENT OF STATE. (Insert name of Secretary of State), Secretary of State. To all to whom these presents shall come, — Greeting: ^\'hereas, it being proposed by the persons hereinafter named, to form a Corporation under an act of the General Assembly of the State of Illinois, entitled "An Act concerning Corporations," approved April 18, 1872, in force July 1, 1872, and the amendments thereto, the object and purposes of which Corporation are set forth in a Statement duly signed and acknowledged according to law, and this day filed in the oflfice of the Secretary of State. Xow, therefore, I, , Secretary of State of the State of Illinois, by virtue of the power vested in and the duties imposed upon me by law, do hereby authorize, empower and license the persons whose names are signed to the before mentioned statement as commissioners to open books for subscription to the Capital Stock of such being the name of the proposed Corporation, as contained in the statement, at such times and places as the said Commisioners may de- termine. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of State. Done at the City of Springfield, this day of A. D. 19. ., and of the Independence of the United States the one hundred and Secretary of State. Form 63. REPORT OF COMMISSIONERS. To , Secretary of State of the State of Illinois : The Commissioners, duly authorized to open Books of Subscription to the Capital Stock of pursuant to license heretofore issued, bearing date the day of , A. D. 19. ., do hereby report that they opened books STATE P^ORMS. 91 of Subscription to the Capital Stock of said Company, an<] that the said Stock was fully subscribcil; that the follnwing is a true copy of such subscription, viz: We, the undersigned, hereby severally subscribe for the number of shares set opposite our respective names, to the Capital Stock of and we severally agree to pay the said Tompany, for each share, the sum of Dullars. Name. Shares. Amount. Amount of capital stock actually paid in $. Amount of capital stock not paid in $. Stock subscribed and not paid, disposed of as follows: Capital paid in property, appraised as follows: That on the day of , A. D. 19.., at the , Illinois, at the hour of o'clock, .... M., they convened a meeting of the subscribers aforesaid pursuant to notice required by law, which said notice was deposited in the postoffice, properly addressed to each sub- scriber, ten days before the time fi.xed therein, a copy of which said notice is as follows ; to wit : To You are hereby notified that the Capital Stock of has been fully subscribed, and that a meeting of the subscribers of such stock will be held at on the day of , A. D. 19 . . , at o'clock, . . . .M., for the purpose of electing a Board of Directors for said Company and for the transaction of such other business as may be deemed necessary. Signed. Commissioners. That said subscribers met at the time and place in said notice sped- 92 CORPORATION FORMS AND PRECEDENTS. fied, and proceeded to elect Directors and that the following persons were duly elected for the term of year , viz.: And that the postoffice address of the business office of said Company is at Number Street, in the City of in the County of and State of Illinois. ■1 ijfje ))''dii:i'. Commissioners. STATE OF ILLINOIS, ) County of ( On this day of .A. D. 19. ., personally appeared before me, a Notary Public in and for said County, in said State, and made oath that the foregoing report by them subscribed is true in substance and in fact. Notary Public. Form 64. CERTIFICATE OF COMPLETE ORGANIZATION. State of Illinois, department of state. (Insert name of Secretary of State), Secretary of State. To all to whom these presents shall come, — Greeting: Wiereas, a statement, duly signed and acknowledged, has been filed in the office of the Secretary of State, on the day of A. D. 19. ., for the organisation of the • under and in accordance with the provisions of "An Act Concerning Cor- porations," approved April 18, 1872, nnd in force July 1, 1872, and all acts amendatory thereof, a copy of v'.iieh statement is hereunto attached: And Whereas, a license haying been issued to STATE FORMS. 93 as Commissioners to open books for subscription to the Capital Stock of said Company: And whereas, the said Commissioners have, on the day of A. D. 19 . . , filed in the ottice of ♦he Secretary of State, a report of their proceedings under the said License, a copy of which report is hereunto attached : Now, therefore, I, Secretary of State of the State of Illinois, by .virtue of the powers vested in me by law, do hereby certify that the fcaid is a legally organized Corporation under the laws of this State. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of State. Done at the City of Springfield, this day of A. D. 19 . . , and of the Independence of the United States the one hundred and Secretary of State. Form 65. A CORPORATION'S ANNUAL REPORT TO SECRETARY OF STATE— UNDER LAW OF 1901. ANNUAL EEPORT. To Hon , Secretary of State of the State of Illinois : The undersigned respectfully represents that he is the of the a Corporation organized under the laws of the State of Illinois, and as such officer and in behalf of said Corporation, hereby reports that said Corporation is now engaged in active business under its Charter j and that the kind of business engaged in is He further states that the principal office of said Corporation in the State of Illinois is at No Street, in the City of , in the County of ; and that the names and residences of the officers of said Corporation are as follows : NAMES OF OFFICERS. Residence — Number, Street, Town, or Term of Office Name. Office. City, and State. Expires. President Secretary Treasurer In Witness Whereof, I have hereunto set my hand and caused the se*l 94 CORPORATION FORMS AND PRECEDENTS, of said Corporation to he affixed this day of A. D. 19. . (President, Secretary, Assignee or Keceiver.) (attach corporate seal here.) STATE OF ILLINOIS, | County j^^ = I, being duly sworn, declare on oath that I am of the Corporation mentioned in the foregoing report, and that the statements therein made are true. Subscribed and sworn to before me this day of A. D. 19.. (Notarial Seal Here) Notary Public. See Hurd's R. S. 111. (1911), ch. 32, PP. 192-199, requiring such reports to be filed annually between the first day of February and the first day of March, stating the location of the principal office of the corporation in Illinois, giving the town, street and number, the name of its officers, with their residence, stating the town, street and number, with the expiration of their respective terms of office, whether or not the corporation is pur- suing active business under its charter, and the kind of business engaged in, if any. Such report is required to be made under the corporate seal, and to be signed and sworn to by the President, Secretary or other officer of the corporation. Such report, together with a fee of $1 for filing the same, shall be sent to the Secretary of State, in whose office it shall be filed, Form 66. ANNUAL REPORT AND APPLICATION FOR REINSTATEMENT. To Hon , Secretary of State of the State of Illinois. The undersigned respectfully represents that he is the of the a Corporation organized under the laws of the State of Illinois, for pecuniary profit, and as such officer and in behalf of said Corporation, hereby reports that said Corporation is now engaged in active business under its Charter and was so engaged on the 1st day of March, 1902, and has been con- tinuously so engaged to this date; and that the kind of business engaged in is He further states that the principal office of said Corporation in the State of Illinois is at No Street, in the City of in the County of and that the names and residences of the officers of said Corporation are as follows: STATE FORMS. 95 Name. Office, Names of Officers. Residence — Number, Street, Town, or Citv and State. Term or Office f]x|)ire8 President Secretary Treasurer 'The said Corporation being in default in the matter of making,' its an- nual report as provided by Act Approved May 10, 1901, and forfeiture having been entered upon the records in the office of the Secretary of State, the undersigned, in })ehalf of said Corporation, now makes this report and hereby asks that said Corporation be reinstated upon the records. In Witness Whereof, I have hereunto set my hand and caused the seal of said Corporation to bo affixed this day of A. D, 191.. (President, Secretary, Assignee or Eeceiver.) (Attach Corporate Seal here) STATE OF ILLINOIS, | County of ( I , being duly sworn, declare on oath that I am of the Corporation mentioned in the foregoing report, and that the statements therein made are true. Subscribed and sworn to before me this A. D. 191.. dav of (NOTARIAL SEAL HERE.) Notary Public. See Kurd's R. S. 111. (1^11)» c'^- ^~' ^ '^^^y providing that a corporation ■which is pursuing an active business under its charter, failing to make said report at the time provided by law may, at any time within one year from such default, be reinstated upon the records of the office of the Secretary of State upon payment of a fee of $20.00 and the tiling of an affidavit stating the facts required in the annual report and in aildition thereto that the corporation was at the time of such default and still is engaged in active business under its charter. Form 67. AFFIDAVIT OF CORPORATION AS TO CONNECTION WITH TRUSTS. STATE OF ILLINOIS, | County of ( ' X do solemnly swear that T am the of the corporation known and stvled dulv incorporated under the laws of on the day of 96 CORPORATION FORMS AND PRECEDENTS. 19. . . ., and now transacting and conducting business in the State of Illinois, and that I am duly authorized to rep- resent said corporation in the making of this affidavit; and I do further solemnly swear that the said known and styled as aforesaid, has not, since the first day of July, A. D. 1S93, created, entered into or become a member of, or a party to, and was not on the day of nor at any day since that date, and is not now, a member of, or a party to, any pool, trust, agreement, combination, confederation, or under- standing with any other corporation, partnership, individual or any other person or association of persons, to regulate or fix the price of any article of merchandise or commodity; and that it has not entered into or become a member of, or a party to, any pool, trust, agreement, contract, combination or confederation to fix or limit the amount or quantity of any article, commodity or merchandise to be manufactured, mined, produced or sold in this State; and that it has not issued, and does not own, any trust certificates; and for any corporation, agent, officer, or employe, or for the directors or stockholders of any corpora- tion, has not entered into, and is not now in, any combination, contract or agreement with any person or persons, corporation or corporations, or with any stockholder or director thereof, the purpose and effect of which said combination, contract or agreement would be to place the manage- ment or control of such combination or combinations, or the manu- factured product thereof, in the hands of any trustee or trustees, with the intent to limit or fix the price or lessen the production and sales of any article of commerce, use or consumption, or to prevent, restrict or diminish the manufacture or output of any such article. • Subscribed and sworn to before me, a within and for the County of , this day of 19... [Seal] Lv;% See Hurd's E. S. 111. (1911), ch. 38, P. 269h, requiring the Secretary of State on or about the first day of September in each year to address to the President, Secretary or Treasurer of each corporation doing business in Illinois a letter of inquiry as to whether the said corporation has all or any part of its business or interest in or with any trust, etc., as named in such act and to require an answer under oath of the President, Secretary or Treasurer or any Director of said Company in the above form. On refusal to make oath to such inquiry, or on failure to do so within thirty days of the mailing thereof, the proper officials may proceed against the corporation to recover a penalty of $50 for each day after such refusal to make oath or failure to make such oath within the thirty days of the mailing of such oath. It is further provided that the Attorney General may institute proceedings to forfeit the Charter of such corporation or to revoke the right of foreign corporations in default to do business in Illinois. STATE FORMS. 97 Form 68. STATEMENT BY CORPORATIONS, ETC., UNDER § 32, OF REVENUE LAW. Statement Ijy of capital stock, etc., as required by section 32 of an act of the Legislature of Ihe State of Illinois entitled "An act for the assessment of property, and the levy and collection of taxes," approved March 30, 1872. First. Name of Conijiany or Association, Location of Compa-ny or Association Principal office or place of business in the of School District No T R Second. Amount. Amount of Capital Stock authorized No. of Shares into which said Capital Stock is divided, No Third. The amount of Capital Stock paid up No. of Shares actually issued No Fourth. Market Value of the Shares of Stock If no market value, then the actual value Fifth. The total amount of all indebtedness, except the indebtedness 'for current expenses, excluding from such expenses the amount paid for the purchase or improvement of property Sixth — The Assessed Valuation of Full Value. Assessed Value. Lands $ $ Lots $ $ Personal Property $ $ Total assessed valuation of all tangible property of said company I : do solemnly swear that the above statement is true, according to the best of my knowledge and belief. Subscribed and sworn to before me this day of 19.... jf6te — These Statements to be scheduled by the Assessor and returned to the County Clerk. Corporations are also required to list personal property for taxation. / 98 CORPORATION FORMS AND PRECEDENTS. Form 69. AFFIDAVIT AND STATEMENT OF FOREIGN CORPORATIONS. FOREIGN CORPORATIONS— ILLINOIS. STATE OF I County of j , President, and , Secretary, each of lawful age, being duly sworn, upon their oaths, state that they make this affidavit for the purpose of complying with: An Act entitled "An Act to regulate the admission of foreign corporations for profit, to do business in the State of Illinois. ' ' Approved May 18, 1905. In force July 1, 1905, as amended by an Act approved May 31, 1911, in force June 1, 1911, entitled "An Act to amend §3 of 'An Act entitled "An act to regulate the admission of foreign corporations for profit, to do business in the state of Illinois."' " That they are respectively President and Secretary of a corporation duly incorporated under the laws of the State of on the day of 19 . . . . , for a term of years. That the business said corporation proposes to pursue under its charter in the State of Illinois is as follows : That the amouiit of the capital stock of said corporation is Dollars, and the proportion oi the capital stock of said corporation which is represented by the property located and business transacted in the State of Illinois is (Express in fraction, as one-half, ojie-fourth, etc., as the case may be.) and the amount of said capital stock, so represented in the State of Illi- nois, is Dollars ; That said corporation is transacting, or intends to transact, business in the following states or countries: That the amount paid in upon its capital stock is as follows: That the property and assets and the estimated value thereof that will be employed in the business of said corporation in the State of Illi- nois is as follows: That the disposition made of capital stock subscribed for and not paid in, is as follows.: That the officers and directors of said corporation are as follows: STATE FOR.MS. 09 Name. Kesidence, Town, Street and Number. President Set^retary D'lrvvtot i)irector JJirector Director JJirector Director Director J^irector Director Director Director That the names and residences of al the records are as follows: Names. the stockholders as shown hy Eesidences. That the principal office in Illinois is at Street, in the city of , Illinois. That the name of the at- torney in fact upon whom service can be had in all suits commenced in the State is and his address is Street, in the city of , Illinois. President. ss: (corporate seal) Secretary. STATE OF ) County ( On this day of A. D. 19...., personally appeared before me, a Notary Public in and for said County in said State, and who are respectively President and Secretary of the above described corporation, and made oath that the foregoing statement by them subscribed is true in sub- stance and in fact. Notary Public. See Kurd's R. S. 111. (1911), ch. 32, § 67e; Laws 111. 1911, p. 240, requir- ing foreign corporations desiring admission to do business in the State of Illinois to make api>lication to the Secretary of State, signed and sworn to by the president and secretary, stating what business such corporation pro- poses to pursue under its charter, the amount of its capital stock, whether it transacts or intends to transact business in any other state or country, the proportion of its ])usiness intended to be carried on in the State of Illinois, the amount i)ai«l in upon its capital stock, what property and assets, and an estimate of the value thereof, will be employed in the busi- ness of said corporation in the State of Illinois, if any of its capital sub- scribed has not been |)aid in, what disposition is to be made thereof, the names of the president, secretary and directors of said corporation and 100 CORPORATION FORMS AND PRECEDENTS. their residences, where its principal office in Illinois will be located, and the name and address of some attorney in fact, upon whom service can be had in all suits commenced in Illinois. The Secretary of State may also require the names and residences of all stockholders of record of such corporation. The corporation is also required to file a certified copy of its charter or articles of association. Form 70. NOTICE TO STOCKHOLDERS OF SPECIAL MEETING TO EXTEND DURATION OF CORPORATION. Office of The Company, 19 To You are hereby notified, that a special meeting of the stockholders of The Company will be held at the office of No , Street, in the City of , County of, , Illinois, on the day of , 19. . . ., at the hour of o'clock .... M., for the purpose of vot- ing upon the question of extending the term of corporate duration of The Company for the term of years beyond the time specified in the original certificate of incorporation of said as the period for the duration of. said Company, as provided by law, at which time you are requested to be present. A majority of the Board of Directors. See Laws 111. 1911, p. 239. Such notice is required to be signed by a majority of the board of directors, and to state the time, place and object of the meeting, and must be delivered personally, or deposited in the post- office at least thirty days before the time fixed for such meeting, properly addressed to each stockholder. Form 71. PUBLIC NOTICE OF SPECIAL MEETING TO EXTEND DURATION OF CORPORATION. Notice is Hereby Given, That a special meeting of the stockholders of The Company will be held at the office of Xo , »^t., in the City of , County of County of , Illinois, on the day of 19 , at the hour of o 'clock M., for the purpose of voting upon the question of extending the term of corporate ■duration of The Company for the term of years beyond the time specified in the original certificate of incorpora- STATE FORMS. 101 tion of said Company as the period for the duration of said Company as provided by law. A majority of the Board of Directors. See Laws III. 1911, p. 239. Such notice is required to state the time, place, and object of the meeting and to be published within the county wherein the principal ollico of said corporation is located. The act is silent as to the nunibcr of times such notice shall be published. It is suggested that it should be published, for three successive weeks. Form 72. CERTIFICATE OF EXTENSION OF DURATION OF CORPORATION. Office of 19 To , Secretary of State : We Hereby Certify, That at a meeting of the stockholders of Cqmpany, held at No , St. in the City of , County of , State of Illinois, on the day of , 19...., pursuant to notice, in the following manner, to wit: by mailing to each of the stockholders of said corporation on the day of , A. D. 19 . . . . , a written notice signed by a majority of the directors of said corporation properly addressed stating the objects of said meeting, and the time and place when and where it would be held, and also by a general notice of the time, place, and object of said meeting, published for three successive weeks in the , a newspaper printed in in said County of , State of Illinois, the first publication of which notice was on , the day of 19. . . ., and the last publication on the day of 19...., the following question was submitted to the stockholders for their action : "Resolved, That the term of duration of this corporation, be extended for the term of years beyond the time specified in the original certificate of incorporation of said Company, as the period for the duration of said Company," which resolution was adopted by the stockholders, two-thirds of all the votes represented by the whole stock being in favor of the adoption of said resolution and voting therefor. Witness our hands and the seal of said corporation, this day of , A. D. 19 (corporate seal) President. Secretary. lOi^ CORPORATION FORMS AND PRECEDENTS. STATE OF ILLINOIS, 1 County ( being duly sworn, on oath says that he is presi- dent of the Company, and that he has read the fore- going certificate, and knows the contents thereof, and that the facts therein stated and set forth are true. President. Subscribed and sworn to before me this day of , A. D. 19 Notary Public. See Laws 111. 1911, p. 239. Such certificate is required to l.e filed in the oflSce of the Secretary of State and a like certificate to be filed for record in the office of the Recorder of Deeds of the county where the principal busi- ness office of the corporation is located. See for forms of resolutions for extending corporate duration. Forms 1975, 1976, post. See for increase of capital stock and other amendments to charter of Illinois corporations, Chapter XXXII, post. STATE FORMS. 103 INDIANA. Form 73. ARTICLES OF INCORPORATION OR CHARTER OF THE MOTOR TRUCK COMPANY, INDIANAPOLIS, INDIANA. We, the undersigned subscribers, by virtue of and pursuant to the nianu- facturiufj and inininj^ laws of the state of Indiana, and the several amend- ments thereof, have and do hereby associate ourselves together to form and thereafter by our successors, associates and assigns, to be and per- form the duties of a corj)oration, and to that end .we have made and ac- knowledged the following written ARTICLES OF INCORPORATION. ARTICLE I — NAME. The name of this corporation shall be ' ' The Motor Truck Company. ' ' ARTICLE II — OBJECT. The object of said corporation shall be to engage in the manufacture, sale and distribution of automobiles, motor cars, motor trucks, wagons, })uggics, carriages and other mechanically propelled vehicles ami auto- mobile and vehicle parts and sundries; to vend and deal in automobiles, motor cars, motor trucks, wagons, buggies, carriages and other mechanically propelled vehicles and automobile and vehicle parts and sundries ami other articles; to acquire and own patents, improvements and franchises, and to operate under such patents, improvements and franchises pertain- ing to the matters and things enumerated herein, and to do all and singu- lar the things provided in the acts of the general assembly under which this corporation is authorized to do business. ARTICLE III — CAPITAL STOCK. The capital stock of said corporation shall be five hundred thou.sand ($500,000.00) dollars, divided into five thousand (5,000) shares of one hundred ($100.00) dollars each, of which twenty-five hundred (2,500) shares shall be designated as common stock. The remaining twenty-five hundred (2,500) shares shall be designated as preferred stock, and shall be issued at such times and in such amounts, and bear such rate of dividends and be redeemable at such times as the Board of Directors may by resolu- tion from time to time prescribe. (Notice. Imnie ARTICLE V — EXISTENCE. The existence of this corporation shall be for a period of fifty (50) years from the date hereof, unless sooner terminated. ARTICLE VI — HOME OFFICE. The home office and principal place of business of said corporation shall be located and maintained in the City of Indianapolis, Marion County and State of Indiana, but branch offices and agencies may 1)6 established and maintained, and property accjuired, held and operated in such other county or counties of said state, or in other states of the United States of America, or elsewhere, as the board of directors may determine. ARTICLE VII MANAGEMENT. There shall be an annual meeting of all the stockholders of said corpora- tion, at its home office on the first Tuesday in September of each year, at two o'clock in the afternoon, at which time there shall be elected from among and by the stockholders, seven (7) persons who shall constitute the board of directors of this corporation. Such board of directors, and each member thereof, shall serve as such, and be elected for the term of one (1) year, and until their respective successors shall have been elected and qualified. The board of directors shall be the governing body of this corporation, and shall have charge of its business and prudential affairs. They shall enact and promulgate such rules, regulations and by-laws for the proper conduct of the business of the corporation, as they may deem proper, and amend the same at pleasure. Immediately upon their election and qualification, such board of direct- ors shall elect, from and among their own number, a president, vice presi- dent, secretary and treasurer, and such other officers or official assist- ants as they may deem proper, who shall each serve as such for a period of one (1) year, and until their respective successors shall have been elected and qualified. ARTICLE VIII DIRECTORS FOR FIRST YEAR. The following named persons shall constitute the first board of direct- ors, and officers, who shall each serve until the first annual meeting of the stockholders, and until their respective successors shall have been elected and have qualified: , Indiana. , Indiana. , Illinois. The above named persons so designated as constituting the first board of directors shall have power and authority, and are hereby expressly au- thorized and empowered to increase the number of the board of directors STATE FORMS. 105 from time to time to the maximum number provided for herein, and to fill all vacancies in such board of directors as may occur from time to time. In Testimony Whereof, we, the undersigned subHcribers, as incorporators of, stockholders in, and constituting its first board of directors, each hereby waive notice of all first meetings, and have hereunto set our hands and seals, this 2nd day of August, A. D. 19.... Name. Kesidence. STATE OF INDIANA, 1 sif ' Marion County. ( ' Before me, the undersigned, a Notary Public in and for said County and State, personally appeared , , and , and each acknowledged the execution in duplicate, of the foregoing articles of incorporation of The Motor Truck Company, as his free act and deed. Witness my hand and notarial seal this 2nd day of August, A. D. 19. . Notary Public. Commission expires Nov. 12, 19 ... . See generally notes to Forms 1, 5, 8 and 11, s^ipra. See also Green v. Feltou, 42 Ind. App. 675; Haskell v. Gardner, 93 N. E. (Ind. App.), 458; Markle v. Burgess (Ind.), 95 N. E. 308. Form 74. ARTICLES OF VOLUNTARY ASSOCIATION. ARTICLES OF INCORPORATION OR CHARTER OF INVESTMENT COMPANY, INDIANAPOLIS, INDIANA. We, the undersigned subscribers, by virtue of Section Twenty -two (22) of an act of the General Assembly of the state of Indiana, entitled "An Act concerning the organization and perpetuity of voluntary associations," etc., approved and in force March 9, 1901, and being Chapter CXXVII, page 239 of the Acts of the General Assembly of the state of Indiana for the year 1901, have and do hereby associate ourselves together by the fol- lowing written articles to form, and thereafter by our successors, asso- ciates and assigns, to be and perform the duties of, a corporation, and to that end we have made and acknowledged the following ARTICLES OF INCORPORATION. ARTICLE I — NAME. The name of this corporation shall be " Investment Company. ' ' ARTICLE II OBJECT. The object of this corporation shall be that of buying, selling and ex- changing of stocks, bonds, and securities. The proposed plan of carrying on such business is as follows: 106 CORPORATION FORMS AND PRECEDENTS. The corporation shall buy and offer for sale and seir stocks and bonds anjl other securities or evidence of indebtedness, on commission and other- wise, all in the same manner and to the same extent as individuals en- gaging in such business may do; and to solicit subscriptions to and make contracts for subscriptions to magazines, newspapers and other publica- tions, and to solicit and make contracts for advertising of all kinds. ARTICLE III CAPITAL STOCK. The capital stock of this corporation shall be ten thousand ($10,000.00) dollars, divided into one thousand (1,000) shares each of the par value of ten ($10.00) dollars. Note. Immediately upon the completion of the organization of said corporation, it will issue and deliver to , one of the incorpora- tors, five hundred (500) shares of its capital stock in full payment to said of his interest in and to a certain contract whereby he was authorized to sell certain stock of the Publishing Company, and said stock upon its issuance and delivery will be fully paid and forever non-assessable for any purpose whatever, either in the hands of the first or any subsequent holder or holders and all persons dealing with said corporation are hereby required to take notice of these facts. ARTICLE IV — SEAL. The seal of this corporation shall be a plain circular disk having en- graved thereon near the outer edge thereof the words " In- vestment Company ' ' surrounding the word ' ' Seal. ' ' ARTICLE V — EXISTENCE. The existence of this corporation shall be for a period of fifty (50) years from the date hereof, unless sooner terminated. ARTICLE VI — HOME OFFICE. The home office and principal place of business of said corporation shall be located and maintained in the City of Indianapolis, Marion County, and State of Indiana, but branch ofiices and agencies may be established and maintained, and property acquired, held and operated in such other county or counties of said state, or in other states of the United States of America, or elsewhere, as the board of directors may determine. ARTICLE VII — MANAGEMENT. There shall be an annual meeting of the stockholders on the second Mon- day in October of each year, at two o 'clock in the afternoon, at which time they shall elect from and among their own number, five (5) persons who shall constitute the board of directors of this corporation. Such board of directors, and each member thereof, shall serve as such, and be elected for the term of one (1) year, and until their respective successors shall have been elected and qualified. The board of directors shall be the governing body of this corporation, and shall have charge of its business and prudential affairs. They shall enact and promulgate such rules, regulations and by-laws for the proper conduct of the business of the corporation, as they may deem proper, and amend the same at pleasure. Immediately upon their election and qualification such board of direct- ors shall elect, from and among their own number, a president, vice preai- STATE FORMS. 107 (lent, sccretsuy and treasurer, ami such other oflieers or ofli07, the following report is reqiiirei] to bo filed within thirty day.s after the lirat day of January of each year. Name Total authorised capital stock $ Proportion of total business in Indiana $ Value of property and assets in Indiana Proportion of capital stock represented by property and business in Indiana as compared with total of corpora tion (give in fraction and also in dollars) Character of business in Indiana (not a repetition of corporate objects, but a description of the thing or things being done in this State) Fraction $. Location of Indiana ofTice : Town Street or Office No. Name of Agent or Attorney for service : Name City Street and No Names of President, Secretary and Directors of Corporation: Names. Address, Citv. Street or Office. President . . Secretary . . Director Director Director Director Director Director Director Signed President or Secretary. ss: STATE OF j County j On this day o^ , 19 .... , personally appeared before me, a Notary Public in and for said County and State, and made oath that the foregoing statement by him subscribed is true In substance and in fact. Notary Public. My commission expires (The fee for filing the above report is $1, and must accompany the same.) 110 CORPORATION FORMS AND PRECEDENTS. IOWA Form 77. ARTICLES OF INCORPORATION OF THE We, whose names are hereto subscribed, hereby associate ourselves into a body corporate under the provisions of Chapter 1, Title IX, of the Code of Iowa and acts amendatory thereof; assuming all the powers, rights and privileges granted bodies corporate under said chapter and title, and do adopt the following articles of incorporation, to-wit: Article I. The name of this corporation shall be * Article II. Its principal place of business shall be at in the county of and state of Iowa. Article III. The object of the corporation is Article IV. The amount of capital stock authorized is thousand dollars, divided into shares of dollars each, and the corporation may commence business after a certificate of incorporation has been issued by the secretary of state and when dollars ($ ) of stock has been issued and fully paid as provided by law. No stock shall be issued until the corporation has received payment in full therefor at par in cash or property; provided, however, that when stock is to be issued for anything other than money, it must be upon proper action of the officers or directors and following consent of the executive council of Iowa, and otherwise as provided in section 1641-b of the Sup- plement to the Code, 1907, and any amendments thereto. The capital stock authorized may be increased by vote of in interest of all the stockholders, through amendment to these articles. ^Vhen the outstanding capital is increased, the additional shares shall be offered to the existing stockholders proportionately to their holdings at not less than par. Article V. The corporate life of this corporation shall begin on the date of the issuance of its certificate of incorporation by the Secretary of State of the state of Iowa and shall terminate at the expiration of years from said date unless sooner dissolved by a vote of its stockholders. Article VI. The affairs of this corporation shall be managed by a board of directors, who shall elect a president, vice presi- dent, secretary and treasurer and such other officers, including an executive committee, as they may see fit or as may be provided for by the by-laws of this corporation. Article VII. The annual election shall be held on the first Saturday in July of each year. Until the first election, which shall be held on the following persons shall be directors : STATE FORMS. ni Nam«. PoBtoffice Address. and the following persons shall be officers: President, Postoffice Vice President, PostofTice Secretary, Postoffice Treasurer, Postoffice All officers of this corporation shall hold office for the term of one year or until their successors are elected, and have qualified. Every director shall be a stockholder and if any director shall sell or transfer his stock in this corporation he shall at once cease to be a director. The board of directors may fill all vacancies occurring in its membership between annual elections by the appointment of qualified persons to hold office for the remainder of the term. Special meetings of the stockholders may be called at any time by the president upon giving days' notice in person or in writing to the stockholders, and shall be called by him at any time upon request of stockholders representing shares of stock, and in case of his neglect or refusal to call a meeting, the parties owning stock to the amount of shares may join in a call of the stockholders, which meeting shall be the same as though called by the president. At all meetings of the stockholders each stockholder shall be entitled to one vote for each share of stock held by him, which vote he may cast in person or by written proxy. Article VIII. The highest amount of indebtedness to which this cor- poration may at any time subject itself shall not exceed two-thirds of its paid-up and outstanding capital stock. Article IX. The private property of the stockholder shall be exempt from corporate liability except to the extent and in the manner provided by the laws of the state of Iowa. Article X. The corporation may make and alter by-laws at pleasure, and may authorize the board of directors to do so, subject to such restric- tions as may be deemed advisable. Article XI. Amendments to these articles may be made at any annual meeting of the stockholders, or at a special meeting called for the pur- pose, two-thirds of all stockholders in interest voting for such amend- ments. Witness Our Hands this day of , A. D. 19 . . . . STATE OF IOWA, Countyj^^^ Before me, a notary public in and for ;*«id county, personally appeared , i 112 CORPORATION FORMS AND PRECEDENTS , said persons being to me personally known to be the identical persons whose names are subscribed to the foregoing articles of incorporation, and each for himself acknowledged the same to be his free and voluntary act and deed for the uses and purposes therein ex- pressed. Witness my hand and notarial seal at in the county of , State of Iowa, the day and year last above written. Notary Public. See generally notes to Forms 1, 5, 8 and 11, supra. See also Commer- cial Nat. Bank v. Gilinsky, 142 Iowa, 178. Form 78. AMENDMENT TO ARTICLES OF INCORPORATION of the Know all Men by these Presents : That at a meeting *f the stockholders of Company, a corporation duly or- ganized under the laws of the state of Iowa, held at the office of the company in , Iowa, on the day of , A. D. 19 . . , after due and legal notice had been given to the stockholders thereof in conformity with its articles of incorporation, and the laws of the state, at which the requisite majority of the stock of said corporation was represented, the following amend- ment was adopted, by a vote of the stock interests of the said company, as shown below: Total number of shares of stock outstanding Total number of shares of stock represented at this meeting Total number of shares of stock voted in favor of amendment AMENDMENT: (Suggestive) Strike out Article — and insert the following in lieu thereof * * * The President -nd Secretary of the Company were duly authorized and directed to sign, acknowledge, record, publish and do all things which are by law required, to execute, complete and carry into effect the above amendment to the articles of said Company. We , and , Chairman and Secre- tary of said meeting, do hereby certify the above to be a true and correct statement of the proceedings of the stockholders at the above named meeting. Chairman. Secretary. In conformity with the above resolution we, the President and Secre- tary of said corporation, have executed this instrument, and do hereby STATE FORMS. 113 sign and acknowledge the same, for and on behalf of the said corporation, this day of A. D. 19 President. Secretary. STATE OF IOWA, | County of (''*^* Be It Remembered, that on this day of , A. D. 19. . . ., before me, a notary public in and for said county and state, personally appeai'ed , and , each being to me personally known, who being by me duly sworn did say, that they are the President and Secretary respectively of the , and that said instniniont was signed an located at , Kansas, for the year ending December 31, 19.... CAPITAL STOCK. Authorized capital, $ Par value per share $ Paid-up capital, $ Market value per share $ STATEMENT OF THE CONDITION OF THE CORPORATION DECEMBER 31, 191., Eesources. Bills receivable . . . Real estate Personal property . Stocks, bonds, and other securities. . Merchandise Cash on hand Due from banks... Accounts receivable Judgments Total Name. $ c Liabilities. . Capital paid up . Surplus . Undivided profits. . . . . Bills payable . Accounts payable . . . . Bonded indebtedness . Encumbrances on real est. or plant . Bills rcdiscounted . . $ Total Trustees and Directors. Address. Name. Address. Officers cp the Corporation. President: Treasurer: Vice President: Secretary: Second Vice President : General Manager: 120 CORPORATION FORMS AND PRECEDENTS. List of Stockholders and number of shares of stock owned by each. Name Address No. Shares Name Address No. Shares STATE OF KANSAS, | County j We, , President, and , Secretary, of the above-named corporation, do solemnly swear that the above is a full and complete statement of the condition of the capital stock of this corporation on the 31st day of December, 19. ., and of the resources and liabilities thereof on that day, for the year ending December 31, 19. . . ., as shown by the boolvs of the same. Also, that the above is a complete list of the stockholders of this corporation, and shows the post- office address and the number of shares of the stock of this corporation held by each, as well as a list of the trustees or directors thereof, and the officers elected and appointed for the ensuing year, and that such election was held on the day of , 19 .... , and was conducted in conformity with the by-laws of the corporation. President. Secretary. Subscribed and sworn to before me, this day of , 191. .. [Seal] Notary Public, (My commission expires 191 . . ) Fee for filing this report (one dollar) herewith enclosed. Form 86. APPLICATION FOR AUTHORITY TO ENGAGE IN BUSINESS IN THE STATE OF KANSAS AS A FOREIGN CORPORATION. To the Charter Board of the State of Kansas: The , a corporation organized under the laws of the State of , applies for permission to engage in business in the State of Kansas, and for that purpose submits the following statement, to wit : First. A certified copy of its Charter or Articles of Incor|\oration, which i.s filed herewith. Second. The place where the principal ofYice or place of business of said corporation is located is Third. The place where the principal office or place of business in this State is to be located is .• Fourth. The full nature and character of the business in which said corporation jjroposcs to engage within the State of Kansas is Fifth. The names and addresses of the officers and directors or trustees are , I STATE FOT{:\IS. 121 Sixth. The amount of the capital stock of said corporation is $ , divided into shares of $ omli. The proportion of the lawfully issued capital stock of said corporation which it proposes to invest and use in its business in the State of Kansas, is per cent. The amount of aaid hnvfully issued capital stock so invested in the State of Kansas is dollars. We further state that the above application is made in good faith with the intention that said cor- poration shall actually engage in the liusiness specified and none other. Seventh. Resources. $ c I.ialiilities. $ c Bills receivable Capital paid up Real estate • Surjilus Personal projierty Undivided profits Stocks, l)onds, and other securities Bills payable Merchandise Accounts payable Cash on hand Bonded indebtedness Due from banks Encumbrances on real estate or plant Accounts receivable Judgments Total Total STATE OF ,\ County j I, , President, and I, , Secretary, of the above-named corporation, do solemnly swear that the above is a full and complete statement of the resources and liabilities of said cor- poration as shown by the books of the same, and that said statement and the several matters and things contained in this application are true in every particular, to the best of my knowledge and belief. So help me God. , President. , Secretary. Subscribed and sworn to before me, this day of , A. D. 191.. ss: Notary Public. (My commission expires , 191 . . ) See generally Cook on Corporations, §§(596-700, 758; Clark & M., Corp., §§834 sor,. See also International Text-Book Co. v. Pigg, 217 U. S. 91; Haskins & Sells v. Kelly, 77 Kan. 155; Cudahy Packing Co. v. Denton. 99 Pac. (Kan.) 601; State v. Internationnl Harvester Company of America, 79 Kan. 371; State v. \Vm. J. Lemp Brewing Co., 79 Kan. 705; Buck Stove & Range Co. v. Vickers, 80 Kan. 29; Sutton v. Heinzle, 84 Kan. 756. Fcrm 87. AUTHORIZATION OF CONSENT BY FOREIGN CORPORATION. RESOLrTlON BY The -0^ , l^l--- At a meeting of the directors of duly held at the office of said company, on the day of 19 , 122 CORPORATION FORSTS AND. PRECEDENTS. Mr offered the following resolution and moved its adoption: Kesolved, That the President and Secretary of this be and they are hereby authorized and instructed to execute the written consent thereof to be sued in the State of Kansas, in the manner pro- vided in section 3 of an act of the Legislature of the State of Kansas concerning private corporations, approved January 7, 1899. The resolution was adopted. STATE OF I County of \ , being duly sworn says he is secretary of the , of and that the foregoing is a true and correct copy of a resolution adopted by the board of directors of said on the day of , 19 .... , together with the minutes concerning said resolution. , Secretary. Sworn to and subscribed before me, this day of , 19. . . . (My commission expires , 19 .... ) Notary Public. Form 88. APPOINTMENT OF AGENT BY FOREIGN CORPORATION. Know all men by these presents: That the , a corporation organized under the laws of the state of , and with its principal office at , in said state, hereby consents, without power of revocation, that actions may be commenced against it, the said , in the proper court of any county in the state of Kansas, in which cause of action against such corporation may arise, or may have heretofore arisen, or in which plaintiff may reside, by service of process on the secretary of state of the state of Kansas; and the said corporation stipulates and agrees that such service shall be taken and held in all courts to be as valid and binding as if due service had been made upon the president or any other chief officer of said corporation. In Witness Whereof, said corporation has caused these presents to be executed by its President and its Secretary, and authenticated by its corporate seal, at in said state of , this day of A. D. 19 President. Attest : Secretary. See generally as to the service of process on- foreign corporations, Cook on Corporations, §758; Clark & M., Corp., §861. STATE FORMS 123 Form 89. FOREIGN CORPORATION— ANNUAL STATEMENT OF TUE (Give full corporate name.) incorporated under the laws of the state of , located at with principal office or place of bu-siness within the state of Kansas at , Kansas, for the year ending December 31, 19. . . , STATEMEXT OF THE CON'DITION OF THE CORPORATION, DECEMBER 31 19. . Authorized capital $ Amount capital stock subscribed, .$ Par value per share, $ Proportion of capital stock used in business in the State of Kansas is per cent. Amount capital stock used in business in the State of Kansas is $ Resources. Bills receivable . . Real estate Personal property Stock, bonds, and other securities. , Merchandise Cash Accounts receivable . . Total Name. $ c Liabilities. Capital paid up Surplus Undivided profits . . . Bills payable Accounts payable . . . Encumbrance on real estate or plant. . . . Bills rediscounted . . Total Trustees or Directors. Address. Name. Address. Officers of the Corporation. ^'ame. Address. President Vice-President . . Treasurer Secretary General Manager STATE OF Cou nty \ ss : We, , President or General Manager and , Secretary of the above-named cor- poration, do solemnly swear that the above is a full and complete statement of the condition of the qu jjjp 32^^ day of December, 19. . . . , as shown by the liooks of the same, as well as a 124 CORPORATION FORMS AND PRECEDENTS list of the trustees or directors thereof, and the officers elected and a] pointed lor the ensuing year. President or General Manager. Secretary. Subscribed and sworn to before me, this day of , 191.. [Seal] Notary Public. (My commission expires , 191 . . ) (Fee for filing this report (one dollar) herewith enclosed.) See International Text Book Co. v. Pigg, 218 U. S. 664, 5 L. Ed. 1201, and Buck Steve & Range Co. v. Vickers, — U. S. — , Advance Sheets, L. Ed., of Jan. 1, 1913, p. 41, decided December 2, 1912, where it was held that the statute requiring the filing of this annual statement by a foreign corpora- tion engaged solely in interstate commerce as a condition precedent to maintaining an action in the Kansas Courts was unconstitutional STATE FORMS \25 KENTUCKY. Form 90. ARTICLES OF INCORPORATION. Know all Men by these Treseiits: That we, , , and of , flo hereby associate to form a corporation under the laws of the state of Kentucky. 1. The name of the corporation shall be :.'. The principal office (or jilace of business) of the corponttion shall be 3. The nature of the business proposed to be transacted, promoted and carried on by this corporation shall be 4. The capital stock of the corporation shall be .$ divided into .... shares, of $ each. 5. The names, places of residence and number of shares of stock sub- scribed by each stockholder are as follows: Name. Besidence. No. of Shares. 6. This corporation shall begin business on , 191... and the period of its continuance shall be years. • 7. The affairs ^nd business of the corporation shall be conducted b' (Here state by what officers or persons the affairs of the corporation are to be conducted and the time and place they are to be elected.) 8. The highest amount of indebtedness or liability which the corporation may at any time incur shall be $ 9. The private property of the stockholders shall not be subject to the payment of debts of the corporation. In Testimony Whereof, witness our hand.<5, this day of , 19 STATE OF ,) ' ss ■ County of j I, , a notary public, do hereby certify that the fore- going articles of incorporation of the Company were this day produced to me in my office by and acknowledged and delivered by said parties to be their act and deed. Witness my hand and seal this day of , 19. . See generally notes to Forms 1, n, 8 and 11, supra. See also Randolph V. Ballard Co. Bank, 142 Ky. 145; German Ins. Co. v. Commonwealth, 141 Kv. 60(5; Commonwealth v. Louisville Property Co.. l.'?9 Ky. 6S9; Star ^iills v. Bradlcv, 140 Ky. 194; Commonwealth v. Ky. Trac. (,'o., 140 Ky. 387; Commonwealth v. Cumberland Tel. & Tel. Co.," 32 Ky. L. Rep. 126 CORPORATION FORMS AND PRECEDENTS. 978; Cheaney v. Bruner, 141 Ky. 32; Ewald Iron Co. v. Commonwealth, 140 Ky. 692; Commonwealth v. Nebo Consol. Coal & Coking Co., 141 Ky. 493; Ecker v. Ky. Eef. Co., 144 Ky. 264. Form 91. FOREIGN CORPORATIONS— APPOINTMENT OF AGENT. STATEMENT OF CORPORATION. [To be filed in the office of the Secretary of the State before doing business in this State.] To the Secretary of State, Frankfort, Ky. Sir: Notice is hereby given that the place., of business for the (a corporation of the state of ) is (are) in Kentucky dnd that of Ky., of Ky., is (are) our agent., thereat, upon whom process may be served in any suit that may be brought against our company within the state of Kentucky. Done at this day of , 191.. President. Secretary. (This Statement may be signed by President or Secretary.) See generally Cook-on Corporations, §§696-700, 758; Clark & M., Corp., §§ 834-865. See also Pennebaker Bros. v. Bell City Mfg. Co., 130 Ky. 592; Milburn Wagon Co. v. Commonwealth, 31 Ky. L. Rep. 937; Three States Buggy and Implement Co. v. Commonwealth, 32 Ky. L. Rep. 385. STATE FORMS. 127 LOUISIANA. Form 92. CERTIFICATE OF INCORPORATION. CHARTER OF THE GUEDRY OIL COMPANY, LIMITED. UNITED STATES OF AMERICA," STATE OF LOUISIANA, Us: Parish ofOrleans. Be it known that on this, second day of the month of May, in the year of our Lord one thousand nine hundred and eleven, and of the Independ- ence of the United States of America, the one hundred and thirty-fifth, before me, James Barkley Rosser, Jr., a notary public, in and for the parish of Orleans, state of Louisiana, duly commissioned and qualified and in the presence of the witnesses hereinafter named and undersigned, per- sonally came and appeared the several persons whose names are hereunto subscribed, all above the full age of majority, who severally and mutually declared unto me, said notary, that, availing themselves of the laws of this state relative to the organization of corporations for works of public utility and more especially of the statutes of this state pertaining to the organization of mining corporations including Act No. 232 of 1910, page 393, of the Legislative Acts of the State of Louisiana, they have covenanted and agreed and by these presents do covenant and agree for themselves, their successors and assigns, to form themselves into a corporation and body politic in law, for the objects and purposes, and under the stipulations hereinafter set forth. Article I. The name and title of this corporation shall be The Guedry Oil Com- pany, Limited, and as such it shall have and enjoy succession and existence by its corporate name for a period of ninety-nine (99) years from the date hereof; it shall have the power and authority to contract, sue and be sued, and make and use a corporate seal, the same to break and alter at pleasure; to hold, purchase, lease, sell, mortgage, hypothecate, or pledge property, real, personal or mixed, necessary, incidental or proper for the carrying on of its business, and, to that end, to further mortgage all oil or mineral leases, grants or contracts held by it, together with all buildings, constructions and improvements placed and erected on said lands or to be placed or erected thereon, as well as to issue bonds secured by such mortgages, such bonds to be issued in such amounts, at such rate of interest and to run for such length of time, not exceeding the term of such leases, as said lessees or grantees may determine; to buy and hold stock in any other company or companies that may assist this com- pany in its objects and purposes; to make and issue notes and certificates of indobtodnoss; to name, elect, and appoint managers, directors, agents clerks or other employes, to properly conduct its corporate business; and to make and establish such by-laws, rules and regulations as may be found necessary or desirable for the management of the business and affairs of the corporation, and generally to do all, and every other act, 128 CORPORATION FORMS AND PRECEDENTS. matter or thing necessary for the complete and proper carrying out of said business. Article II. The domicile of this corporation shall be in the city of New Orleans, parish of Orleans, state of Louisiana, where all citations or other legal process shall be served upon the president, or in his absence, upon the vice president. Article III. The objects and purposes for which this corporation is organized, and the nature of the business to be carried on by it, are stated and declared to be as follows, to-wit: First, to acquire by purchase or lease or otherwise lands in the Vinton cil field of Louisiana, or any other locality for the purpose of prospecting for, and obtaining oil, gas, salt, sulphur or other minerals; and to that end to drill, or caused to be drilled, oil wells, or sink, or caused to be sunk, shafts for mining, and to buy, lease or otherwise acquire drilling rigs or other machinery or apparatus necessary to fully accomplish said purposes; and if oil or other minerals are found, then to market same to the best advantage. Second. To engage in the transportation of oil, gis, salt, sulphur, or other minerals, either produced by this corporation or other persons or corporations, by means of pipe lines, tramways, railroads, boats, barges or other conveyances or to lease or sub-lease all or any part thereof to other .persons or corporations for the like purpose, and, in order to fully carry out said objects and purposes, to purchase, lease, or otherwise acquire, pipe lines, tramways, railroads, boats, barges, tank cars, locomotives, pumping stations, steam plants, air plants and all other machinery, appar- atus and paraphernalia necessary or incidental thereto. Third. To build, construct, lease, purchase or otherwise acquire build- ings, machinery and other apparatus for refining, smelting, manufacturing or otherwise working up the products of mineral lands, either produced by this corporation or other persons or corporations, and to refine, smelt, manufacture or otherwise work up the by-products of said minerals and to operate the said plant and market the products or by-products as manu- factured to the best advantage. Fourth. To engage in a general oil or mineral brokerage business by buying, selling or otherwise trading in mincxal lands or the products or by-products of mineral lands. Tifth. To carry on such other business pertaining to oil, gas, salt, sulphur or other minerals as may be found necessary or desirable or such as is generally engaged in by a corporation of this kind. Article IV. The capital stock of this corporation is hereby fixed at twenty-five thou- sand ($2.5,000.00) dollars, divided into five hundred (500) shares of the par value of fifty ($50.00) dollars each, to be paid for in cash or its equiva- lent in property. No certificate of stock shall be issued and delivered unless it is fully paid for in cash or for property purchased or leased ; ;.nd no stockholders shall ever be held liable or responsible for the debts, contracts or faults of this corporation in any further sum than the unpaid STATE FORMS. 129 balance due the corporation on the shares of stock subscribed for by him; I'or shall acy mere informality in the organization have the effect of rendering this cliartcr null or of exposing a share holder to any liability whatsoever; nor shall the stock be subjected to assessments. The corporation shall begin business and become a going concern as soon as ten thousand ($10,000.00) dollars of the capital stock shall have been issued and paid for. Whenever it shall Ijecome necessary to dispose of the remaining fifteen thousand ($15,0UU.0U) dollars worth of slock, each stockholder shall be given an opportunity to purchase same at par in proportion to his or her interest in the first ten thousand ($10,000.00) dollars of stock issued. All transfers of stock must bo made upon the books of the corporation by surrender of the original certificate properly endorsed for cancellation, by the stockholder in whose favor said stock is issued or by his or her duly authorized agent; and upon receipt of said <'ertificate, the secretary shall be authorized to cancel same and issue a new one in lieu thereof. Article V. The general meeting of stockholders shall take place on the first Monday of March of each year, beginning with the first Monday of March, 191:!, and at this meeting the annual report of the oflScers shall be submitted, together with a full and complete statement of the operations and financial condition of the company. The president of the company may, whenever he deems it advisable, call special meetings of the stockholders. He shall also be required to call same wheifever directed so to do by the board of directors, or upon written request of the stockholders representing one-third of the stock issued. At all such meetings, general or special, a majority of the stock present or represented shall constitute a quorum for the transaction of business. For all stockholders' meetings, general or special, written notice shall be given each stockholder ten days in advance of such meetings ; said notice to be mailed to the address of said stockholders. This notice does not apply, however, to meetings called for the purpose of increasing or de- creasing the capital stock, nor for altering or amending the charter, nor for dissolving the corporation, the notice in such cases to be as hereinafter provided. Article \I. All the corporate powers of this corporation shall be vested in and exercised by a board of directors composed of seven stockholders, three of whom shall constitute a quorum for the transaction of business. Until the first Monday of March, 1916, the following named persons shall constitute the board of directors of this corporation, to-wit: George E. Guedry, Eev. Francois Rouge, Edward Laguerre, Edward N. Pugh, Lawrence H. Pugh, J. Gabriel Martel and E. E. Lamberton. Thereafter the directors shall be elected annually on the first Monday of March, beginning with the year 1916. Any stockholder may be eligible for mem- bership on the board of directors without regard to the number of shares cwned by him or her. All elections for ilircctors shall be by ballot, and each stockholder shall be entitled to one vote for each share of stock standing in his or her name on the books of the corporation, this vote to 130 CORPORATION FORMS AND PRECEDENTS. be cast either in person or by proxy; and it shall require a majority of stock present or represented to elect. A failure to elect the board of directors on the first Monday of March, 19l6, or annually thereafter, shall not work a forfeiture of this charter, but the old board of directors rhall remain in office until their successors are elected and qualified. Article VII. The board of directors shall hold regular meetings at stated intervals, at such times as shall be fixed in the by-laws of this corporation. These meetings shall be held at the domicile of the corporation, but the president may call special meetings of the board at such times as he may deem advisable, and he shall be required to call such special meetings when- ever requested so to do by a director. Three days' notice of such special meetings shall be given in writing by mail to the directors' address, unless a waiver of notice is signed by the directors. Any vacancies occurring on the board, either from death, resignation or inability to serve, shall be filled by the board of directors at its next regular meeting after such vacancy shall have occurred. The first board of directors elected under this charter shall be required to draft a suitable set of by-laws for the government of the corporation, which may be altered, amended or changed as the exigencies of the case may require. Article VIII. The oflBcers of this corporation shall consist of a president, vice president, secretary and treasurer, each of whom, with the exception of the secre- tary, shall be a stockholder. The office of secretary and treasurer may be held, if desired, by one and the same person. Until the election to be held by the board of directors on the first Monday in March, 1916, the follo'iving named persons shall constitute the officers of the corporation, unless sooner removed by the board, to-wit: George E. Guedry, president; J. Gabriel Martel, vice president; Joseph L. Block, secretary and John Gilmore, treasurer. Article IX. This charter may be amended, modified or altered, the capital stock thereof increased or decreased, or the corporation may be dissolved with the assent of three-fourths of the stock present or represented at any gen- eral or special meeting of the stockholders held for such purpose after thirty days' prior notice in writing to each stockholder or mailed to him at his last known postoffice address, and after publication for thirty days in a daily newspaper published in the city of New Orleans, and upon complying with all the laws in such cases made and provided. Article X. At the expiration of this charter, or the earlier dissolution of this cor- poration, its affairs shall be liquidated by three commissioners, all of whom shall hold stock in said company, and said commissioners are hereby vested with full power and authority to sell any and all assets and property, real, personal or mixed, of this corporation, and to convey full and complete title thereto, and to do and perform any and all acts STATE FORMS. 131 essential and proper to a full and complete liquidation of ifie affairs of this corporation, and to distribute tbe proceeds if any, as uirected by a special meeting of the stockholders of the corporation convened for the purpose, after duo notice as provided fur herein. In the event of the death, inability or resignation of any one or more of said commissioners, the survivor or survivors shall continue to act and be likewise vested with all power and authority as herein mentioned. Thus done and passed in my office in the city of New Orleans, aforesaid, the day, month and year first aforesaid, in the presence of Alphonse J. Cuneo and James Thriffiley, witnesses of lawful age, residing in this parish, who have signed their names with the said parties and m*, notary, after due reading- of the whole. Original signed: Geo. E. Guedry, 1 share; J. Gabriel Martel, 4 shares; Edward Laguerre, 4 shares; F. Eouge, 4 shares; Edward X. Pugh, 4 shares; Lawrence H. Pugh, 4 shares; E. E. Lamberton, 2 shares; Jno. Gilmore, 1 share. Witnesses: Alphonse J. Kuneo, James Thriflloy. [Notarial Seal.] J. B. Rosser, Jr., Notary Public. STATE OF LOUISIANA, ■ I, the undersigned recorder of mortgages, in and for the parish of Orleans, state of Louisiana, do hereby certify that the above and fore- going act of incorporation of THE GUEDRY OIL COMPANY, LIMITED, was this day recorded in my oflice in Book 1018, folio .... New Orleans, May 2, A. D. 1911. EMILE LEONARD, D. R. STATE OF LOUISIANA, Parish of Orleans. I hereby certify that the above and foregoing is a true and correct copy of the original act of incorporation on file and of record in my notarial archives of THE GUEDRY OIL COMPANY, LIMITED, together with the certificate of the recorder of mortgages, in and for this parish. New Orleans, May 2, A. D. 1911. J. B. ROSSER, JR., Notary Public. See generally notes to Forms 1, 5, 8 and 11, supra. See also Bond & Braswell v. Scott Lumber Co., 128 La. 818. Form 93. CERTIFICATE OF AMENDMENT OF CHARTER. AMENDMENT TO CHARTER OF THE OAKLAWN SUGAR COM- PANY, LIMITED. UNITED STATES OF AMERICA," STATE OF LOUISIANA, Iss: Parish of St. Mary. Be It Known, That on this 28th day of January, in the year one thousand nine hundred and eleven, before me, Charles F. Borah, a notary public 132 CORPORATION FORMS AND PRECEDENTS. duly commissioned and qualified in and for the Parish of St. Mary, State of Louisiana, aforesaid, therein residing, and in the presence of the vdt- nesses hereinafter named and undersigned, personally came and appeared jNIr. Henry S. Palfrey, of the Parish of St. Mary, State of Louisiana, herein appearing in his capacity as President of the Oaklawn Sugar Co., Ltd., a corporation duly organized under the laws of the State of Louisi- ana, by act passed before N. B. Trist, Notary Public, in and for the Parish of Orleans, on the 10th day of February, 1896, recorded in the ^lortgage Oflfice for the Parish of Orleans in Book 567, folio 207; who declared : That the annual general meeting of the stockholders of the Oaklawn Sugar Co., Ltd., was held at the office of the said company on the 16th day of January, 1911, after due notice given to the stockholders of said corporation by publication and by mail, as required by the charter and by-laws. That at said general meeting of the stockholders held on said day all the stockholders of the Oaklawn Sugar Co., Ltd., were present and voted unanimously to amend articles II, V and VI. That he, the said Henry S. Palfrey, President, appearer herein, was authorized and directed to appear before me. Notary, and to execute the proper notarial act and declaration of such amendment, required by law for the purpose of affording authentic evidence and permanent record. That at the said annual general meeting of the stockholders held at the office of the company on the 16th day of January, 1911, articles II, V and VI of the charter of the Oaklawn Sugar Co., Ltd., were amended so as hereafter to read and be as follows: Article II. The domicile of the said corporation shall be in the town of Franklin, Parish of St. Mary, State of Louisiana, and all citations and other legal process shall be served on the president, and in his absence from said town, on the vice president. Article V. All the corporate powers of said corporation are hereby vested in and shall be exercised by a board of directors, composed of six (6) stock- holders, any three of whom shall constitute a quorum for the transaction of business. The directors shall be elected annually on the fourth Monday in January, the first election to take place on the fourth Monday in January, 1897. The election shall be by ballot and each stockholder shall be entitled in person or by proxy to one vote for every share of stock held by him. Notice of such election shall be given by ten days' continuous publication, immediately preceding such election, in one of the English newspapers published in the town of Franklin. The manner of conducting such elec- tion shall be regulated by the by-laws. At their first meeting after their election the board of directors shall elect from their own number a president, who shall be general manager, cx-officio; a vice president; a secretary and a treasurer, whose duties and powers shall be prescribed by the by-laws. Said directors and officers shall hold their offices for one year and until their successors have been elected and qualified. r STATE FORMS. 133 Until the first election, the following stockholders are constituted the first board of directors, to-wit: Eugene V. Weems, who shall be presi- dent; M. Frank Thomson, who shall be vice president; Joseph Birg, whayable by su
  • 8S: STATE OF ,] County of ( I hereby certify that I have served the foregoing notice upon each of the subscribers to the above mentioned agreement by a true copy thereof served as follows: (State manner of service, e. g., whether given to the subscriber, or left at his residence or usual place of business, or deposited in the post-office, postage prepaid, and addressed to him at his residence or usual place of business) seven days at least before the day fixed for said first meeting. (One of said subscribers.) Subscribed and sworn to before me this day of , 19 Justice of the Peace. Form 106. ARTICLES OF ORGANIZATION. We, , being a majority of the directors of , elected at its first meeting in compliance with the requirement of section 11 of chapter 437 of the Acts of 1903, do hereby certify that the following is a true copy of the agreement of association to form said corporation, with the names of the subscribers thereto : "We, whose names are hereto subscribed, do, by this agreement, associate rurselves with the intention of forming a corporation according ti the pro- visions of chapter 437 of the Acts of the year 1903, of the Cominonwe^th STATE FORMS. 151 of Massachusetts, and the acts in amendment thereof and iu addition thereto. ' ' The name by which the corporation shall be known is The location of the principal office of the corporation within the Common- wealth is the of and outside the Commonwealth the of State of The purpose for which the corporation is formed and the nature of the business to be transacted by it are as follows : The total amount of its capital stock to be authorized is dollars. ( Preferred dollars. The par value of its shares is j Common dollars. ( Preferred The number of its shares is j(^Q„„„on (jjote — State "the restrictions, if any, imposed upon the transfer of stock, and if there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and the method of voting thereon.") (j^i-Qj-g — State any other provisions not inconsistent with law for the con- duct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the cor- poration, or of its directors or stockholders, or any class of stockholders.) That the first meeting of the subscribers to said agreement was held on the day of in the year nineteen hundred and . That the amount of capital stock now to be issued is shares of preferred stock, shares of common stock, to be paid for as follows : Amount and Class of Stock Issued. Shares Preferred. Shares Common. In Cash: In full, • By instalments, Amount of instalments to be paid before com- mencing business, In Property: Real Estate: Location, Area, Personal Property: Machinery, Merchandise, > Bills receivable, Stock and securities, Patent rights, Trade Marks, Copyrights, Good will Services, • . . • . • < 152 CORPORATION FORMS AND PRECEDENTS. Expenses, (State clearly the nature of such services or expenses and the amount of stock to be issued therefor.) The name, residence and post oflSce address of each of the officers are as follows : Kame of Office. Name. Eesidence. Post Office Address. President, ' Treasurer, Clerk, Directors, In Witness Whereof, we have hereunto signed our names, this day of in the year nineteen hundred and THE COMMONWEALTH OF MASSACHUSETTS,) iss: 191, Then personally appeared the above-named and and severally made oath that the foregoing certificate, by them subscribed, is true to the best of their knowledge and belief. Before me, Justice of the Peace. See notes to Forms 1, 5, 8 and 11, supra. Form 107. ARTICLES OF AMENDMENT. We, ' , President, , Treasurer, and , 'being a majority of the Directors of , m compliance with the provisions of chapter 437 of the Acts of 1903, and of all acts in amendment thereof and in addition thereto, do hereby certify that at' a meeting of the stockholders of the said corporation, duly called for the purpose, held , 191. ., and by the affirmative vote of jihares of the preferred stock and shares of the common stock of said corporation, being at least of all the stock outstanding and entitled to vote, the following amendment or alteration in the of said corporation was duly adopted, namely: In Witness Whereof, we have hereunto signed our names, this ....:.,... day of in the year nineteen hundred and "" STATE FORMS. 153 THE COMMOXWEALTH OF MASSACHUSETTS,) I Bs: .l'-^..-. Then personally appeared the above-namrd aud severally made oath that the foregoing certificate by them subscribed, is rrue, to the best of their knowledge and belief. Before me, Justice of the Peace. (The filing fee to accompany this certificate is $5.00.) See generally notes to Form 8, supra. Form 108. ISSUE OF CAPITAL STOCK. We, , President, , Treasurer, and , being a majority of the Directors of , in compli- ance with the provisions of section 14, chapter 437 of the Acts of 1903, and of all acts in amendment thereof and in addition thereto, do hereby certify that at a meeting of the directors of said corporation, held on 191.., it was voted to issue dollars of the capital stock fixed in its articles of organization, this amount being in addition to amouncs previously issued and certified in paj)ers filed in the office of the Secretary cf State. That the total amount of capital stock authorized is ( shares preferred. ) shares common. The amount of capital stock already issued for cash payable by instalments is ^Q , i^ ;_).... . (shares preferred. ) shares common. upon which dollars have been paid namely, [dollars on preferred stock. (dollars on common stock. The amount of full paid stock already issued for cash is , ■ ( shares preferred. ) shares common. The amount of full paid stock already issued for property is ( shares preferred. ) shares common. The amount of full paid stock already issued for services and expenses is ( shares preferred. ) shares common. That the amount of additional stock to be issued for cash, property, services or expenses is $. , of which ( shares are preferred. j shares are common. To be paid for as follows: In cash: Preferred. Common. In full, By instalments, Amount of first instalment, 154 CORPORATION FORMS AND 1»RECEDENTS. In property: Real estate: — Location, Area, Personal Property: ^Jachinery, Merchandise, Bills receivable, Stocks and securities, , Patent rights, Copyrights, Trademarks, Good will, Services, Expenses, (Note — State clearly the nature of such services and expenses.) In witness whereof, we have hereunto signed our names, this day of in the year nineteen hundred and .... (Signatures of President, Secretary, and majority of Directors.) THE COMMONWEALTH OF MASSACHUSETTS,) ' ss: , 191.. Then personally appeared the above-named and severally made oath that the foregoing certificate, by them subscribed, is true to the best of their knowledge and belief. Before me, Justice of the Peace. Form 109. CERTIFICATE OF CONDITION. "We, , President, , Treasurer, and , being a majority of the directors of the in compliance with the provisions of chapter 437 of the Acts of 1903, and all acts in amend- ment thereof and in addition thereto, do hereby certify: 1. That the name of said corporation is 2. That the location of its principal ofiice in this Commonwealth is No , Street (city or town), and outside this Commonwealth No , Street (city or town), State of 3. That the date of the last annual meeting was , 19 . . , . 4. That the total amount of its authorized capital stock is That said capital stock is divided into shares, of which shares are preferred and shares common, and the par value of each share of said stock is ^preferred dollars I common dollars The amount issued and outstanding at said date was ( shares preferred. ) shares common. „, , , , ., (preferred dollars. That the total. amount then paid thereon was: ' , „ ' ) common dollars. STATE FORMS. 155 5. That the assets and liabilities of the corporation, at the date of the end of its last fiscal year, were as follows, , 19. . . . (Insert here date of end of fiscal year, which by section 20 should be not more than ninety days prior to the date fi.xcd in the bylaws for the annual meeting.) ASSETS. LIABILITIES. Real estate $. .. . Capital stock $. Machinery Accounts payable Merchandise including: Manu- Funded indebtedness factures, merchandise, ma- Floating indebtedness terial and stock in process Surplus Cash and debts receivable Profit and loss Patent rights Trade-marks Good will Profit and loss- Total $ Total $ 6. That the names and ad ss : County of ( I, , do solemnly swear that I am the Secretary of the above named corporation, and that the matters set forth in the foregoing report are true and correct to the best of my knowledge and belief: And further, that the within signatures are th»se of a majority of the directors of said corporation. Secretary. Subscribed and sworn to before me, this day of 19 Notary Public in and for County, State of Michigan. My commission expires , 19. . . See Deloria v. Van Winkle, 16'2 Mich. G60. 168 CORPORATION FORMS AND PRECEDENTS. Form 118. FOREIGN CORPORATION— STATEMENT. To , Secretary of State, Lansing, Michigan : , a foreign corporation organized and existing under and by virtue of the laws of the State of , hereby makes the following declaration, pursuant to an Act of the Legislature of Michigan, entitled "An act to prescribe the terms and conditions on which foreign corporations may be admitted to do business in Michigan," approved June 6, 1901, as amended: First. The location of its principal office is The location of its principal place or places of business The names and addresses of the principal officers are Second. The location of its principal office and the principal place of business in Michigan The names and addresses of the officers or agents of the company in charge of its business in Michigan are Third. The authorized capital stock of said corporation is dollars ($ ). Fourth. The total value of the property owned and used by the compaHj in its business, giving the location and general character, and stating sepa- rately the value of its tangible property, of its cash and credits, its fran- chises, patents, trade-marks, formulas, good will, is Fifth. The value of property owned and used in Michigan and where situated, showing different kinds as in item fourth Sixth. The total amount of business transacted during the preceding year Seventh. The amount of business, if any, transacted in Michigan Eighth. The particular purpose or particular kind of business for which the company desires to be admitted is the following Ninth. Its corporate term will expire In Witness Whereof, said has caused its corporate seal to be affixed and its name to be hereunto attacheil this day of , A. D. 19 [L-S.] By STATE OP ,) ' ss : County of ( being duly sworn, depose and say, that they are officers, to-wit, the and respectively of , that the foregoing statement, executed in the name and on behalf of said corporation, and under its corporate seal, is true. Sworn to before me and subscribed in my presence, this day of , A. D. 19 [L. S.] My commission expires , 19 ... . STATE FORMS. 169 OFFICE OF THE SECRETARY OF STATE. Lansing, Michigan, , 19. . . . From the foregoiirg statement iriade by the said , and from other facts coming to my knowledge, I find tlie proportion of the capital stock of the company represented by its ])roperty and business in Michi- gan to be per cent of its authorized capital stock, to-wit, the sum of dollars, on which the franchise fee of one-half of one mill on eatdi dollar will be the sum of dollars. Secretary of State. See Cook on Corporations, §§696-700; Clark & M., Corp., §§834-865. See also tShowen v. .1. L. Owens Co., l.oB Mich. 3l'1; Haughton E\. & Mach. Co. V. Detroit Candy Co., 1.56 Mich. 25; Noyens v. Worthington, 150 Mich. 580; People v. Crucible Steel Co., 150 Mich. 563; Krierman v. United States Fidelity & Guarantee Co., 159 Mich. 122; Despres v. Zierlyn, 163 Mich. 399; Young v. Moore 162 Mich. 60; Imperial Curtain Co. v. Jacob, 163 Mich. 72; Arnold v. Huber Mfg. Co., 166 Mich. 190; In re Monongahela Distilling Co., 186 Fed. 220. Form 119. FOREIGN CORPORATION— APPOINTMENT OF AGENT. At a special meeting of the Board of Directors of the Company duly called, and held at the office of the Company at the City of , on the day of , A. D. 19 , the fol- lowing resolution was adopted: Resolved, That of , Michigan, be and he is duly appointed the agent of this Company, and authorized to acknowl- edge service of any and all process for and on behalf of this Company; and this Company does hereby consent that service of process upon said . . . shall be taken and held to be as valid as if served upon this Company, according to the laws of the State of Michigan or any other State, and this Company hereby waives all claim of error by reason of such service. Secretary of the Company. STATE OF ,) County of ^ I, , President of the Companyj do hereby certify that the above and foregoing is a true and correct copy of a resolution adopted on this day of , A. D. 19...., appointing the agent of said Company to acknowledge service of process. In Witness "Whereof, I have hereunto set my hand and caused to be affixed the seal of said Company at the City of this day of , A. D. 19 [L. S.] President. See Cook on Corporations, § 758. 170 CORPORATION FORMS AND PRECEDENTS. Form 120. NOTICE OF DISSOLUTION. (Name of Corporation) (Postoffice Address) (Date) , 191.. We, the undersigned, ' being a majority of the last Board of Directors of , a corporation doing business under the provisions of Act No. 232, Public Acts of 1903, hereby give notice in accordance with the requirements of Section 12 of said Act, that said corporation has been dissolved by * Majority of Directors. •Insert one of the follovying statements: ' ' Process of Law. ' ' "Limitation of its term." * ' Sale of its property and franchises. ' ' "Has ceased to carry on business in Michigan." (If a foreign corporation.) Or stating the facts as they may be. (A recording fee of 50 cents must accompany this notice which is to be given to the Secretary of State.) STATE FORMS. 17 1 MINNESOTA. Form 121. CERTIFICATE OF INCORPORATION of the Company. We, the undersigned, for the purpose of forming a corporation under and pursuant to the provisions of chapter fifty-eight (58) Eevised Laws of Minnesota for 1905, and any amendments thereof do hereby associate ourselves as a body corporate, and do hereby adopt the following Certificate of Incorporation : 1. The name of this corporation shall be The general nature of its business shall be The principal place of transacting the business of this corporation shall be the city of , county of , Minnesota. 2. The time for the commencement of this corporation shall be , 19. .. ., and the period of its duration shall be thirty years. 3. The names and places of residence of the persons forming this corporation are , of , , of , and of 4. The management of this corporation shall be vested in a board of directors, composed of not less than , and not more than members. The names and addresses of the first board of directors are , , , and The first officers of this corporation shall be , president; , vice president ; , secretary, and , treasurer. AH of the above named officers and directors shall hold their respective offices aforesaid, until the next annual meeting of the corpora- tion, to be held , 19...., at which time, and annually there- after, a board of directors shall be elected from and by the stockholders of this corporation. The annual meeting of this corporation shall be held at its principal place of business on the , (insert day of week) in in each year. Immediately after the election of directors, or as soon thereafter as practicable, the directors shall meet and elect from their number a president and a vice president and from their number or from the stockholders a secretary and a treasurer. Any office except that of president and vice president may be held by one person. The directors and officers of this corporation shall hold their respective offices until their successors have been duly elected and entered upon the discharge of their duties. The first meetings of the stockholders and of the board of directors shall be held at , on the day of , 19...., at and 'clock, respectively. 5. The amount of the capital stock of this corporation shall be dollars, which shall be paid in, in money or property, or both, in such manner, at such times, and in such amounts as the board of directors shall order. The capital stock shall be divided into shares of the par value of $ each. 6. The highest amount of indebtedness or liability to which this corpora- tion shall at any time be subject, shall be the sum of $ 172 CORPORATION FORMS AND PRECEDENTS. In Testimony Whereof, we have hereunto set our hands, this day of , 19 In presence of STATE OF MIN^'ESOTA, ' ss: County of On this day of , 19. . . ., personally appeared be- fore me , to me known to be the persons named in and who executed the foregoing certificate of incorporation, and each acknowledged that he executed the same as his free act and deed, for the uses and pur- poses therein expressed. My commission expires , 19. . . . Notary Public, County, Minn. See notes to Forms 1, 5, 8, and 11, supra. See also United States. & Canada Land Co. v. Sullivan, 113 Minn. 27. Form 122. FOREIGN CORPORATIONS— AFFIDAVIT AND STATE- MENT. STATE OF ,) County ( , of lawful age, being duly sworn, upon his oath states that he makes this affidavit for the purpose of complying with Sections 2888, 2889-2890, Eevised Laws of Minnesota, 1905. "An Act to require every foreign corporation, organized for pecuniary profit, now or hereafter doing business in this State, to have a public office in this State, at which to transact its business, and to appoint an agent duly authorized to accept service of process, and requiring such corporation to file its articles or certificate of incorporation with the Secretary of State, and pay into the State Treasury certain fees, provid- ing penalties for a violation of the provisions of this act, and repealing Chapter 70, General Laws of 1899; approved April 17, 1899." That he is the of , a corporation duly incorporated under the laws of the state of , on the day of , 191.., for a term of years; that the amount of capital stock of said corporation is dollars; and the proportion of the capital stock of said corporation which is represented by the property located and business transacted in the State of Minnesota is* , and the amount of said capital stock so represented in the state of Minnesota is dollars; that represents said corporation in the state of Minnesota ; and that the public office of said corporation or place for the transaction of its business in the state is at , in the city of , Minnesota. * (One-fourth, nine-tenths, etc., as the facts may be.) STATE FORMS. 173 STATE OF ,) ^„. N So ■ County of \ On this tlay of , personally appeared before me, a in and for said county, in said state, , and made oath that the foregoing statement by him sub- scribed is true in substance and fact. [Seal] See Cook on Corporations, §§696-700; Clark & M., Corp., §§ 834-8rw. See also Nelson v. liank of Fergus Co., 157 Fed, 161 ; Dunlap v. Mercer, 156 Fed. 545; Inde'rreiden Co. v. Johnson Co., 112 Minn. 469; State v. Creamery Package Mfg. Co., 110 Minn. 415; State v. Standard Oil Co., Ill Minn. 85; Fawkes v, American Motor Sales Co., 176 Fed. 1010. Form 123. FOREIGN CORPORATION— APPOINTMENT OF AGENT. Know All Men by These Presents, That , in the state of , a corporation duly organized and existing under the laws of said State of , has and maintains a public office and place of business in the state of Minnesota, to-wit: in the city of , in said state of Minnesota, and does hereby constitute and appoint , of said city of , its agent and attorney, who is duly authorized to accept service of process and upon whom service of process may be had in any action to which said company may be a party, and service on said agent shall be taken and held as personal service upon said corporation. This appointment to be and continue in force for the period of time and manner provided by §§ 2888-2889-2890, Eevised Laws of Minnesota, 1905, and until another attorney shall be substituted and ap- pointed, and the appointment of as agent is hereby revoked. Witness our hands and seal of said companj', this day of , A. D. 191.. ^ President. [Corporate Seal] , Secretary. STATE OF ,1 > SS ' County of j Personally appeared before me , President and , Secretary and acknowledged the foregoing to be their free act and deed, , Notary Public. See Cook on Corporations, § 758, and Clark & M., Corp., § 861, as to service of process on foreign corporations. 174 CORPORATION FORMS AND PRECEDENTS. MISSISSIPPI. Form 124. THE CHARTER OF INCORPORATION OF 1. The corporate title of said company is 2. The uaines of the incorporators are: , , PAstofliice , Postoffice , Postoffice 3. The domicile is at 4. Amount of capital stock 5. The par value of shares is 6. The period of existence (not to exceed fifty years) is years. 7. The purpose for which it is created is 8. The rights and powers that may be exercised by this corporation are those conferred by the provisions of Chapter 24^ of Mississippi Code, 190G. Incorporators. STATE OF MISSISSIPPI, ) ' ss: County of j This (lay personally appeared before me, the undersigned authority , , , incorporators of the corporation known as the , who acknowledged that they signed and executed the above and foregoing articles of incorporation as their act and deed, on this the day of , 191 . . (Note. — In case all incorporators reside in same place, one acknowledg- ment will be sufficient.) Received at the office of the Secretary of State this the day of , A. D., 191. ., together with the sum of $ , recording fee, and referred to the Attorney General for his opinion. Secretary of State. Jackson, Miss., , 191 . . I have examined this charter of incorporation and am of the opinion that it is not violative of the Constitution and laws of this State, or of the United States. Attorney General. By Assistant Attorney General. See notes to Forms 1, 5, 8, and 11, supra. STATE FOR.MS. 175 MISSOURI. Form 125. CERTIFICATE OF INCORPORATION. Know All Men by These Presents: That we, the undersigned, desirouH of forming a corporation under the laws of Missouri, and more particularly under the provisions of article VII, chapter 33, R. S. of Mo., 1909, and amendments thereto, governing manufacturing and business companies, have entered into the following agreement: First — That the name of the corporation shall be (Name designating the business contemplated; but not the nam© of any corporation existing under the laws of this state for similar purposes. When the name of a person or firm is assumed it must be joined with some word or words designating the business to be carried on, followed by the word "company" or "corporation.") Second — That the corporation shall be located in the , • • • • county, Missouri. Third — That the amount of capital stock is (not less than $2,000.00 nor more than $50,000,000.00, divided into shares of the par value of dollars each ; that (not less than 50 per cent) thereof has been in good faith subscribed, and (not less than 50 per cent) thereof actually paid up in lawful money of the United States and is in the custody of the persons named as the first board of directors or managers. (If capital stock is paid up in property recital should be as follows: "And [not less than 507oJ thereof actually paid up in property, now in the custody of the persons named as the first board of directors or managers, an itemised description of which, with the cash value of each item and location thereof, is as follows, viz : (Xote — If property be real estate, give exact description by metes and bounds, location of same and actual cash value of each tract. If personal property, itemization must give location of each class of personal property and the actual cash value of each class. If paid in both money and property, state facts, giving amount of cash and amount of property, with description, location and value of property.) Fourth— That the names (not less than three), places of residence of the shareholders, and the number of shares subscribed by each are: Name. Residence. Number of Shares. Fifth — That the board of directors shall consist of (°ot less than three nor more than twenty-one; at least three of whom shall be citizens and residents of Missouri) shareholders, and the names of those agreed on for the first year are Sixth — That the corporation shall continue for a term of (not exceeding fifty) years. 176 rORPORATlON FORMS AND PRECEDENTS. Seventh — That the corporation is foniuMl for the following purposes: (See section oo46. In all casi^s llie name imist desiniiate the business jnirposes.) In testimony whereof we have hereunto set our hands this .lay of 19 STATE OF MISSOUET, J g. County of y On this .' day of , 19. ., before me personally appeared (names of all the stockholders), to me known to te the persons described in and who executed the foregoing instrument and ac- knowledged that they executed the same as their free act and deed. In testimony whereof, I have hereunto set my hand and aifixed my notarial seal the day and year last above mentioned. My commission expires , 19... [Seal] Notary Public. STATE OF MISSOURI, j^^. County of j The undersigned, , , , , being all of the subscribers, including parties selected as directors for the first year, to the above and foregoing articles of agreement for the incorporation of the , being duly sworn upon their oaths each did say that the state- ments and matters set forth therein are true; that they know the property described in article 3 of said articles of agreement and taken in payment of capital stock, and that the value placed on same is the actual cash value of said property. Subscribed and sworn to before me this day of , A. D. 19v.. My comniiss-'ion expires , 19. .. Notary Public. Instructions. — Articles are required to be acknowledged and sv^'orn to be- fore .'■ome officer in the State of Missouri having a seal. When the articles are signed, acknowledged and sworn to by all the stockholders they must be recorded in the office of the recorder of deeds of the county in which the corporation is located and a certified copy thereof filed in the office Of the secretary of state, with the statutory tax and fee of $53.00 on the first $.50,000 or less of capital, and $5.00 on each additional $10,000 of capital or fraction thereof. Note— If any of the stock in the proposed corporation is subscribed by a trustee, the articles must show for whom, and what shares are held in trust. On the organization of a corporation stock cannot be subscribed Ijy another corporation. All stock must be in good faith subscribed. No stock can be lissued by the corporation except such as is actually paid for at its par value. STATE FORMS. 177 in cash, or in property of a cash value equal to the par value of the Btock. All stock of the corporation not subscribed and paid for at the time of its orfjanization may be sold at its par value by the corporation, and the ofiicer3 of the corporation shall, upon the completion of the sale of each one-fourth of the unsubscribed stock, report to the secretary of state the amount of stock sold and whether the same has been sold for cash or for property and the value and itemization thereof, as provided for in orij^inal articles of agree- ment, and such report shall be sworn to by all of the officers and directors of the corporations before some officer of this state having a seal. FORM FOR REPORT OF SALE OP CAPITAL STOCK. To the Secretary of State of the State of Missouri: STATE OF MISSOURI, ) g. County of ) " ' . The undersigned, being all of the officers and directors of the , a corporation duly incorporated under the laws of Missouri on the day of , 19. ., being duly sworn upon their oaths, state thatu..^. . . . (at least one-fourth) of the capital stock of said corporation that was un- subscribed at the time of its organisation has been sold and payment has Ijecn made therefor to the corporation in the sum of dollars, law- ful money of the United States, and is now in the custody of the board of directors. (If payment is made in property recital should be as follows: "And pay- ment has been made therefor to the corporation in property which is now in the custody of the board of directors; an itemized description of which, with the location and actual cash value of each item thereof, is as follows, viz. : ) (Names and titles of officers.) Subscribed and sworn to before me this .... day of , A. D. 19. .. My commission expires , 19. .. [Seal] Notary Public. Form 126. STATEMENT INCREASING OR DECREASING CAPITAL STOCK, CHANGING OR EXTENDING EUSINESS. Be it known, that on the day of , 19. ., a meeting of the stockholders of the was held at the city of , county of , state of Missouri, for the purpose of amending the articles of association of said company, and extending its business purposes,* pur- suant to notice signed by a majority of the directors of said company, duly published in the , a newspaper published in the city of for more than sixty days prior to said date, the first insertion ot said notice being on the day of , 19. ., and the last in- 178 CORPORATION FORMS AND PRECEDENTS. sertion on the day of , 19. .. That a copy of said notice, postage prepaid, was deposited in the postoffice in the city of , Missouri, addressed to each stockholder, at his usual place of residence, at least sixty days previous to the day fixed for said meeting.* (* If action is without published notice omit matter between *s and insert as follows: "Notice as to time of holding such meeting being waived by the unanimous consent of all the stockholders.") That said meeting was organized by choosing , a director in said company, chairman, and secretary thereof. That at said meeting there were present, in person or by proxy, stock- holders holding the larger amount in value of all the shares of stock of said company. A proposition was then and there submitted the capital stock of said company from $ to $ And upon canvassing the vote thereon it appeared that a majority of the stock of said company Had been voted in favor of such The amount of the assets of said company is dollars. The amount of the liabilities of said company is dollars, and the amount to which the capital stock of said com- pany is is dollars, divided into .... shares of dollars each. (Where the capital stock is increased, add here the following: "And that (not less than 50%) per centum of said increase of capital stock has been actually paid up in lawful money of the United States and is in the hands of the board of directors of said company. (If increase is paid up in property recital should be as follows : And that (not less than 50%) per centum of said increase of capital stock has been actually paid up in property of a cash value equal to par value of stock issued on increase, an itemized description of which, with the cash value of each item thereof, is as follows, viz.: , and is in the hands of .the board of directors of said company.) * (* If property be real estate, give exact, description by metes and bounds, location of same and actual cash value of each tract. If personal property, itemization must give location of each class of personal property and the actual cash value of each class.) Said increase of capital stock being subscribed as follows: Name. Residence. Number of S:hare8. ") , Chairman. Attest : , Secretary. Subscribed and sworn to before me, this day of , 19. .. My conunission expires , 19. .. [Seal] , Notary Public. STATE OF MISSOURI, )^, , County of ) On this day of , 19 . . , before me personally appeared (name of chairman), to me known to be the person described in STATE FORMS- 178a and who executed the foregoing instrument, and acknowledged that he exe cuted the same as his free act and deed. In testimony whereof, T have hereunto set my hand and affixed my notarial seal, the day and year above mentioned. My commission expires , 19. .. [Seal] , Notary Public. STATE OF MISSOURI, } ^g. Coimty of ( The undersigned, stockholders, including directors, of the , (name of corporation), holding at least a majority of the shares of the capital stock of said corporation, being duly sworn upon their oaths, each did say that the matters and things set forth in the above and foregoing statement are true; that they know the property described and taken in payment for capital stock and that the value placed on same is the actual cash value of said property. (Above affidavit must be signed and sworn to by all of the stockholders if practicable. If not practicable then stockholders holding at least a major- ity of the shares of capital stock of the corporation must sign and swear to affidavit.) (NOTE — The statement must be sworn to by the chairman, and also ac- knowledged by the chairman before a proper officer and must be sworn to by all the shareholders, if practicable, and if not practicable then by stock- holders holding at least a majority of the shares of capital stock of the cor- poration; then recorded in the office of the recorder of deeds and a certified copy from the recorder filed in the office of secretary of state, with state tax and fee as follows: Tax .$5.00 on every $1,000.00 of increase or fraction thereof, and $1.25 for certificate. See Laws Missouri 1911, page 150. The requisite blank forms can be procured from the secretary of state. Substantially the same form may be used for changing or extending the business purposes. After stating all the jurisdictional facts follow with the following form: "A proposition was then and there submitted to amend section seven of the articles of association of said company to include the following pur- poses: [Here set out the language of the amendment.]" This statement must be acknowledged and recorded as in case of increase.) Form 127. ANNUAL REPORT OF DOMESTIC CORPORATION. (Required by an Act approved March 27, 1913, Laws 1913, Page 167.) This report should be filed on or immediately after July 1st. To the Secretary of State of the State of Missouri: In compliance with the provisions of Sections 3, 4, 5 and 6, of An Act approved March 27, 1913, Laws 1913, Pages 167 and 168 and of Section 10322, R. S.. 1909. we make report and affidavit as follows: Name of Corporation , , , MissourL 178b CORPORATION FORMS AND PRECEDENTS. (Note — To insure correct registration see that location of principal business office, including street and number is correctly entered above.) Xanie of President P. O. Address Name of Secretary P. O. Address Amount of Capital Stock authorized $ Amount of Capital Stock subscribed $ Amount of Capital Stock paid up $ Par value (per share) of stock, June 1, last preceding this report $ Actual value (per share) of stock, June 1, last preceding this report $ Cash value of all personal property in this State, June 1, last preceding this report $ Cash value of all real estate in this State, June 1, last pre- ceding this report $ Total value of assets June 1, last preceding this report $ Total indebtedness, secured June 1, last preceding this report .$ Total indebtedness, unsecured June 1, last preceding this report $ Net earnings for the year ending May SI, last preceding this report $ Per cent of dividends paid in cash during the year ending May 31, last preceding this report per cent Amount of city taxes paid in this State for the year last pre- ceding this report $ Amount of county taxes paid in this State for the year last preceding this report $ Amount of State taxes paid in this State for the year last pro- ceding this report $ STATE OF MISSOURI, J^^. County of ji ' I, , President (or Secretary) of said corporation, do solemnly swear that the alove statement is true to the best of my knowledge and belief. (Sign here) Subscribed and sworn to before me, this day of , A. D. nineteen hundred and Witness my hand and notarial seal the date last aforesaid. (Commissioned and qualified for a term expiring ) [Seal] , Notary Public. Filed , Secretary of State. AFFIDAVIT (Required by Sec. 4, Page 168, Laws 1913, and Sec. 10322, R. S., 1909. Statutory form.) STATE OF MISSOURI, | g^. County of j I , do solemnly swear that I am the (President, s«'cre- tary or managing officer) of the corporation known and styled , duly incorporated under the laws of , on the day o^ STATE FORMS. 179 , and now transacting or pondiicting business in the State of Mis Bouri, and that 1 am duly authorized to represent said corporation iu the making of this affidavit. And 1 do further swear that the naid known and styled as aforesaid, is not now, and has not at any time within one year from the date of this affidavit, created, entered into, become a member of, or participated in any pool, trust, agreement, condjination, con- federation or understanding with any other corporation, jjurtncrshiii, in- dividual, or any other person or association of persons, to regulate or fix the price of any article of manufacture, mechanism, merchandise, commodity, convenience, repair, any product of mining, or any article or thing whatso- ever, or the price or premium to be paid for insuring property against loss or damage by fire, lightning or storm; and that it has not entered into or become a member of or a party to any pool, trust, agreement, contract, com- bination or confederation to fix or limit the. amount or quantity of any article of manufacture, mechanism, merchandise, commodity, convenience, repair, any j)roduct of mining, or any article or thing whatsoever, or the price or premium to be paid for insuring property against loss or damage by fire, lightning or storm; and that it has not issued and does not own any trust ■certificates, and for any corporation, agent, officer or employe, or for the directors or stockholders of any corporation, has not entered into and is not now in any combination, contract or agreement with any person or per- sons, corporation or corporations, or with any stockhol ler or director thereof, the purpose and effect of which said combination, contract or agreement would be to place the management or control of such combination or com- binations, or the manufactured product thereof, in the hands of any trustee or trustees, with the intent to limit or fix the price or lessen the production and sale of any article of commerce, use or consumption, or to prevent, restrict or diminish the manufacture or output of any article; and that it has not made or entered into any arrangement, contract or agreement with any person, association of persons or corporation designed to lessen, or which tends to lessen, full and free competition in the importation, manu- facture or sale of any article, product or commodity in this State, or under the terms of which it is proposed, stipulated, provided, agreed or understood that any particular or specified article, product or commodity shall l)e dealt in, sold or offered for sale in this State, to the exclusion, in whole or in part, of any competing article, product or commodity. (President, secretary or managing officer.) Subscribed and sworn to before me, a within and for the county of this day of , 19 [Seal] Notary Public. Filed Secretary of State. (The Secretary of State is required to mail to each corporation the above 1 lank. Laws Missouri 1913, page 171. Explicit directions as to mode of execution accompany same.) Form 128. AFFIDAVIT OF DISSOLUTION. (Domestic Corporation.) , (President or Secretary), of the , being duly sworn, upon his oath, states that said corporation was on the .... 180 CORPORATION FORMS AND PRECEDENTS. day of , 19. . . ., by a unanimous vote of its stockholders, duly dissolved and is no longer in existence. (President or Secretary.) Subscribed and sworn to before me, a notary public, within and for the , of , this day of , 19.... Witness my hand and notarial seal the day and date last above written. My term expires the day of , 19. . . . , Notary Public. (Note — This afiidavit, when filed in the office of the Secretary of State, will relieve the company from making further annual reports to that oflSce; but will not* relieve it, or its stockholders, of liabilities, should any exist. Provision is made by law, which took effect August 20, 1899, for the voluntary dissolution of a corporation, under sections 978, 979, 980 and 981.) See generally as to dissolution of corporations, Cook on Corporations, §628; Qark & M., Corp., §§302-334. Form 129. FORMS FOR FOREIGN CORPORATIONS. A foreign corporation desiring to obtain certificate of authority and license to do business in Missouri is required to file in the office of the Secretary of State: First — A copy of its articles of association and charter certified by the Secretary of State of the state in which the company is incorporated. The articles should show that the full amount of the authorized capital stock has been bona fide subscribed, and that at least one-half thereof has been paid up according to the laws of Missouri. If the articles should not set out these facts, but if subsequent to its incorporation the full amount of the authorized capital has been bona< fi,de subscribed, and one- half thereof has been paid up, it will be permissible for an authorized officer of the company to make affidavit to that effect in the following form. STATE OF ,lgg. County of 5 I, (president or secretary) of the , a cor- poration organized under the laws of , with a capital stock of dollars, divided into shares, of the par value gf dollars each, as authorized by its certificate of incorporation issued by the secretary of state of the state of , on the day of , 19 .... , do hereby certify that (not less than 50%) thereof has been in good faith subscribed, and (not less than 50%) thereof actually paid up in lawful money of the United States. (If capital stock is paid up in projjerty, recital should be as follows: And (not less than 50%) actually paid up in property of a cash value equal to the par value of said stock, an itemized description of which, with the cash value of each item, is as follows: ) Witness my hand this day of , 19 . . . . (President or Secretary.) STATE FORMS. 181 Subscribed and sworn to bsfore me, this day of , 19. . . . My conimission exiiires , 19. . . . [SealJ Notary Public. (Note — If property be real estate, give exact description by metes and bounds, location of same and actual cash value of each tract. If personal property, itemization must give location of each class of personal property and the actual cash value of each class. If payment for stock is made in both cash and property, set out the actual facts, amount in cash and amount in property, with itemized description, location and actual cash value of . property.) Second — A statement, duly sworn to by the principal ofTiccr or agent in Missouri, setting forth the proportion of the capital stock which is represented by its property located and business transacted in Missouri; and designating a public ofl&ce or place of business in this State fof the transaction of its business where legal service may be obtained upon it, as follows: STATE OF ,}^, County of J , priiieipiil officer (or principal agent) in Missouri of , a corporation duly incorporated under the laws of the state of on the day of , 19 , for a term of .' years, being duiy sworn, upon his oath, states that he represents said corporation as its principal agent in the state of Missouri ; that the amount of capital stock of said corporation is doUf rs, and the proportion of the capital stock of said corporation which is rep- resented by its property located and business transacted in the State of Missouri, is dollars. Capital stock employed in Missouri is represented by dollars, lawful money of the United States. (If capital stock employed in Missouri is represented by property, recital should be as follows: Capital stock employed in Missouri is represented l)y property, an item- ized description of which, with the cash value of each item thereof is as follows viz.: That the principal office of said corporation or place for the transaction of its business in the State of Missouri, where service may be obtained upon it is located in the city of , Missouri. Subscribed and sworn to before me, this day of , 19. . . . My commission expires 19. . . . Notary Public. (Note — If property be real estate, give exact description by metes and bounds, location of same and actual cash value of each tract; if personal property, itemization must give location of each class of personal property and the actual cash value of each class. If capital stock employed in J^Iii-souri is represented by both cash and jjroperty. set out amount of cash and amount of property, giving itemized description, location and actual cash value of property.) Third — Aflidavit that said corporation is .not in contravention of the laws of Missouri against pools, trusts and conspiracies, as follows: 182 CORPORATION FORMS AND PRECEDENTS. STATE OF MISSOUEI, ^^g. County of 5 I, , do solemnly swear that I am the (President, Secretary or Managing Ofl&cer), of the corporation known and styled , duly incorporated under the laws of , on the day of , and now transacting or conducting business in the State of Missouri, and that I am duly authorized to represent said corporation in the making of this affidavit. And I do further swear that the said , known and styled as aforesaid, is not now, and has not at any time within one year from the date of this affidavit, created, entered into, become a member of, or participated in any pool, trust, agreement, combination, confederation or understanding with any other corporation, partnership, inilividual, or any other person or association of persons, to regulate or fix the price of any article of manufacture, mechanism, merchandise, commodity, con- venience, repair, any product of mining, or any article or thing whatsoever, or the price or premium to be paid for insuring property against loss 6t damage by fire, lightning or storm; and that it has not entered into, or become a member of or a party to any pool, trust, agreement, contract, combination oi confederation to fix or limit the amount or quantity of any article of manufacture, mechanism, merchandise, commodity, convenience, repair, any product of mining, or any article or thing whatsoever, or the price or premium to be paid for insuring property against loss or damage by fire, lightning or storm ; and that it has not issued and does not own any trust certificates, and for any corporation, agent, officer or employee, or for the directors or stockholders of any corporation, has not entered into and is not now in any combination, contract or agreement with any person or persons, corporation or corporations, or with any stockholder or director thereof, the purpose and effect of which said combination, contract or agreement would be to place the management or control of such com- bination or combinations, or the manufactured piroduct thereof, in the hands of any trustee or trustees, with the intent to limit or fix the price or lessen the production and sale of any article of commerce, use or consumption, or to prevent, restrict, or diminish the manufacture or output of any article; and that it has not made or entered into any arrangement, contract or agreement with any person, association of persons or corporation designed to lessen, or which tends to lessen, full and free competition in the importation, manufacture or sale of any article, product or commodity in this State, or under the terms of which it is proposed, stipulated, pro- vided, agreed or understood that any particular or specified article, product or commodity shall be dealt in, sold or offered for sale in this State, to the exclusion, in whole or in jjart of any competing article, product or commodity. (President, Secretary or Managing Officer.) Subscribed and sworn to before me, a within and for the county of , this •. day of , 19.... [Seal] Notary Public. STATE F0R:\IS. 183 STATE OP Igg. (/'ounty of ) We , President, and , Secretary, of the , <'i corporation duly organized and existiuj^ under the laws of the state of , by charter bear.ug date , 19 , located at , in the State of , do soicninly swear that in making api)iication for license to do business in Missouri, under provisions of Section ;{0:i9, R. S. 1909, we are duly authorized to represent said cor- poration in making this affidavit, and that it is the desire of said corporation to carrv on in the State of Missouri, solely, the business of which IS authorized by its charter; md that if said corporation is licensed it shall not and will not do or transact any other business in Missouri, or exercise any other or further powers, rights or privileges than those set out above, whether or not its charter powers be so limited. Attest. , President. [Corporate Seal] , Secretary. Subscribed and sworn to before me, this day of - , 19.... [Seal] , Notary Public. Note — State briefly and in general terms the character of the business proposed. For instance, "to carry on in the state of Missouri, solely, the business of mining," would be sulHcient for that purpose. A corporation has power to purchase, hold and convey such real estate and personal prop- erty as its purposes shall require without expressly stating such power. It is not necessarv to enumerate incidental powers and purposes. Draft or certified check payable to the order of the state treasurer, to cover the state tax and fees, estimated as follows: On a capital of $50,000 or less, invested in Missouri, $50.00; license, $10.00, and fee for issuing certificate, $1.50; minimum total, $61.50. For each $10,000 capital or fraction thereof so invested in excess of $50,000, $5.00 additional. Form 130. ANNUAL REPORT OF FOREIGN CORPORATIONS. (Required by an Act approved March 27, 1913, Laws 1913, Pa-e 167.) This report should be filed on or immediately after July 1st. To the Secretary of State of the State of Missouri: In compliance with the provisions of "^Sections 3, 4, 5 and 6, of an Act approved March 27, 1913, Laws 1913, Pages 167 and 168 and of Section 10322, R. S., 19o9, we make report and affidavit as follows: Name of corporation (Note — To insure correct registration see that location of principal business office, including street and number is correctly entered above.) Name of President P- O. Address Name of Secretary F- O. Address Managing Oflicer (or Agent) in Missouri P. O. Address Amount of Capital Stock authorized $ Amount of Capital Stock subscribeil $ Amount of Capital Stock paid up $ Par value (per share) of stock, June 1, last preceding this report i • • $ Actual value (per share) of stock, June 1, last preceding this report '. . . . $ Cash value of all personal property in this State, June 1, last preceding this report $...._. Cash value of all real estate in this State, June 1 , last preceding this report $ Total value of assets June 1, last preceding this report ^ 183a CORPORATION FORMS AND PRECEDENTS. Total indebtedness, secured June 1, last preced- ing this report $ Total indebtedness, unsecured June 1, last pre- ceding this report $ Net earnings for the year ending May -31, last preceding this report $ Per cent of dividends paid in cash during the year ending May 31, last preceding this report ' per cent Amount of city taxes paid in this State for the year last preceding this report $ Amount of county taxes paid in this State for the year last preceding this report $ Amount of State taxes paid in this State for the year last preceding this report $ STATE OF MISSOURI, ) County of j ^^• I, , President, Secretary or Managing Officer (or Agent) in Missouri of said corporation, do solemnly swear that the above statement is true to the best of my knowledge and belief. (Sign here) Subscribed and sworn to before me, this day of , 19 Witness my hand and notarial seal the date last aforesaid. (Commissioned and qualified for a term expiring ^ ) [Seal] Notary Public. Filed ;... Secretary of State. (The Anti-Trust affidavit required by Section 4, Page 168, Laws 1913, and Section 10322, E. S. Mo., 1909, must be filed along with this report. The form of such affidavit is set forth in Paragraph 3 of Form 129, Supra.) Form 131. AFFIDAVIT OF RETIREMENT. (Foreign Corporation.) (President or Secretary) of the , a corporation under the laws of the State of , duly authorized to do business in the State of Missouri, as evidenced by its certificate o^' authority issued by the Secretajy of State on the day ox , 19. . . ., being dujy sworn, on his oath, says that the said retired from business in the State of Missouri on the day of , 19. . . (President or Secretary.) STATE FORMS. 183b Subscribed and sworn to before me, a in and for the county of , State of , this day of , 19 •■•■ [Seal] , Notary Public. See Cook on Corporations, §§ 696-700, 758; Clark & M., Corp., §§ 834-865. 184 CORPORATION FORMS AND PRECEDENTS. MONTANA. Form 132. ARTICLES OF INCORPORATION. We, the undersigned, (Here insert names), citizens and residents of (Here insert name of City), County, Montana, do by these presents, pursuant to and in conformity with the provisions of the Civil Code of the State of Montana, associate ourselves together to form a corporation, and do hereby agree upon, and adopt the following ARTICLES OF INCORPORATION. 1. The corporate name of said corporation shall, and it is hereby declared to be : (Here insert name.) 2. The objects and purposes for whioh said corporation is formed are as follows: (Here insert the purposes for which the corporation is formed.) 3. The principal business of said corporation shall be transacted, and its principal oflfice shall be kept at (Here insert name of place in the State). 4. The term for which said corporation is organized and is to exist is years from and after the issuance of the certificate of incorporation by the Secretary of State of the State of Montana. 5. The number of directors who shall manage the business affairs of said corporation shall be (Here insert not less than three or more than thir- teen), and the names and residences of the directors who shall manage the business and affairs of the said corporation for the first three months and until their successors are elected and qualified are: (Here insert names and addresses.) 6. The capital stock of said corporation shall be (Here insert amount), divided into (insert number) shares of the par value of (insert value) each. (If it is desired to issue preferred stock add the foUovnng.) (Insert number) shares thereof shall be common stock and (Insert number) shares thereof shall be preferred stock, which preferred stock shall be entitled to preferred dividends in an amount to be fixed by the Board of Directors of not less than four or more than eight per cent per annum, and which shall be (Here insert cumulative or noncumulative), and be paid from dividends before any dividends shall be paid on the com- mon stock, and no other dividends shall be paid on the preferred stock. Upon dissolution of the corporation, the preferred stock shall be paid in full before any payments shall be made on the common stock. The preferred stock may be retired or redeemed by the Board of Directors, at such time and upon such terms as the Board of Directors may direct, at not less than par and accrued dividends, and such stock may be again issued and sold whenever the Board of Directors may direct. Holders of preferred stock shall not be entitled to vote at any of the stockholders' meetings. (They can be given power to vote.) 7. The amount of the capital stock actually subscribed for is as fol- lows: (Here insert names and number of shares subscribed for.) \ STATE FOEMS. 185 8. The stock of said corporation shall be (insert assessable or non- assessable). In Testin-.jny Whereof, the said parties have hereunto set their hands and seals and executed this instrument in duplicate this day of , 15' I^K-VL] [Seal] LSeal] STATE OF ,1 County of j On this day of , 19 , before me, ; a Notary Public iu and for the State of ........ .., personally appeared (Insert names), known In me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same. In Witrtess Wlicreof, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary l*ublic in and for the State of Eesitling at , My commission expires j 191 • • See generally notes to Forms 1, 5, 8, and H, supra. Form 133. ANNUAL REPORT OF CORPORATION. Office of the , Montana, , 19. . . . To whom it may concern: Iu accordance with the provisions of Section 3850 of the Kevised Codes of Montana as amended by act approved March 11, 1909, we the uniler- signed, being the President and a majority of the directors of the Company, do hereby present the following report of the condition of said 'corporation on the thirty-first day of December, 19....: The amount of the capital stock of the said corporation is $ The amount of the capital stock actually paid in is $ Amount of capital stock actually paid in in cash is $ The amount of capital stock issued in payment of property purchased is $ The amount of existing debts is $ That the names and addresses of the Directors or Trustees of the said corporation, and of the President, Vice President, General Manager and Secretary of the corporation are as follows: Directors. Address Address Address President Address Vice President Address General Manager Address Secretary Address 186 CORPORATION FORMS AND PRECEDENTS. In Witness Whereof, we the undersigned, the and a ma jontv of the directors of the said corporation, have hereunto set our hands the day and year herein first above written. . , President Director , Director Director STATE OF MONTANA, ) I ss * County of \ , being first duly sworn, on oath says: That he is the of the above corporation, and that the above and foregoing report is true and correct to the best of his knowledge and belief, and that the foregoing signatures are those of the and a majority of the directors of said corporation, inclusive of the Subscribed and sworn to before me this day of 19 Notary Public for the State of Montana. Eesiding at My commission expires , 19. . . . STATP: forms. 187 NEBRASKA. Form 134. ARTICLES OF INCORPORATION of Know all Men by tliese Presents: That we, , have associated ourselves together for the purpose of forming and becom- ing a corporation under the laws of the State of Nebraska, and for that purpose do hereby adopt these Articles of Incorporation: Article I. Name. The name of this Corporation shall be Article II. Place of Business. The principal place of transacting the business of this Corporation shall be , County, State of Nebraska. Article III. General Nature of Business. • The general nature of the business to be transacted by this Corpora* i«n shall be Article IV. Amount of Capital Stock. The amount of the Capital Stock of this Corporation shall be Authorized, $ Subscribed and not paid . .$ Paid up, $ Article V. Commenceihent and Termination. The time of the commencement of this Corporation shall be and its termination shall be Article VI. Amount of Liability. The highest amount of indebtedness to which this Corporation shall at any time subject itself shall be Article VII. Board of Directors and Officers. OflScers. Directors, Articlk VIII. Amendments. Incorporators; 188 CORPORATION FORMS AND PRECEDENTS. STATE OF NEBRASKA, } t ss: County of j [Seal] Notary Public. See generally notes to Forms 1, 5, 8 and 11, supra. See also Tash V. Ludden, 88 'Neb. 1292; Meyer-Cord Co. v. Hill, 84 Neb. 89. Form 135. FOREIGN CORPORATIONS— RESOLUTION. At a meeting of the board of directors of held this day of , A. D. 19. . . ., the following was unanimously adopted, to-wit: ' ' This compan}- hereby accepts the provisions of the laws of the state of Nebraska governing corporations. ' ' I, , , a corporation organized un^ deV the laws of the State of , do hereby certify that the above and foregoing is a true and correct copy of a resolution adopted by the board of directors of said company at a meeting at its office at , the day of , A. D. 19 In Witness Whereof, I have hereunto set my hand and affixed the seal of said company this day of , 19 ... . [Seal] Secretary. See Cook on Corporations, §8 696-700, 758; Clark & M., Corp., §§834- 865. See also Eitchie v. Illinois Central E. Co., 87 Neb. 631; Tomson V. Iowa State Traveling Men's Assoc, 88 Neb. 399, Form 136. CERTIFICATE OF FOREIGN CORPORATIOl^. Know all Men by these Presents: That the , a cor- poration with a principal office at , State of , and a branch office in the State of Nebraska, at , County of , does hereby certify: The name of our agent in charge of our branch office is , and we do hereby appoint the Auditor of Public Accounts of the State of Ne- braska, our true and lawful attorney upon whom all lawful process in any action or proceeding against the company, may be served with the same effect as if the company existed in the state. And it is strictly agreed on the part of the Company that any lawful process against said company which is served on said attorney shall be of the same legal force and validity as if served on the company and that this authority shall continue in force so long as any liability remains outstanding against the company in the State of Nebraska. Witness our signatures this day of , 19 .... : President. Secretary. STATE FORMS. 1^0 STATE OF ,) County ol \ Before iiif, .'i notary public, in and for the county of , state of , i)orHOiialiy appeared , president, and , secretary, and acknowledged the gignjug of the above instrument. Witness my hand and official seal this day of ^«7 • • • • Notary Public. 190 CORPORATION FORMS AND PRECEDENTS. NEVADA. Form 137. ARTICLES OF INCORPORATION. We, the undersigned, have this day voluntarily associated ourselves to- gether for the purpose of forming a corporation under and pursuant to the laws of the State of Nevada and hereby certify: I. The name of this corporation shall be The Company. II. The principal office and place of business of this corporation in Nevada shall be located at No , St. in the City of , County of , State of Nevada. III. The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on by this corporation are: IV. The amount of the total authorized capital stock of this corpora- tion shall be dollars ($ ), divided into shares of the par value of dollars ($ ) each. The amount of subscribed capital stock with which this corporation shall commence business is dollars (•$ ) and the amount actually paid up is dollars ($ ) . V. The names of each of the original subscribers to the capital stock of this corporation and the amount subscribed for by each respectively are as follows: Name. Eesidence. No. of Shares. Amount. VI. The period limited for the duration of existence of this corporation is years. VII. The members of the governing board of this corporation shall be styled directors (or trustees), and the number thereof shall be VIII. The capital stock of this corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to assessment to pay debts of the corporation. (Any provisions relating to the business and conduct of the affairs of the corporation may be here inserted, and also any provisions creating, defin- ing, limiting, and regulating the powers of the corporation and the rights, powers and duties of the directors, stockholders, or classes thereof, or bondholders, not contrary to the laws of Nevada.) In Witness Whereof, we have hereunto set our hands and seals this day of , A. D. 19 In the presence of [Seal] [Seal] [Seal] STATE OF NEVADA, } County of ( On this day of , A. D. 19 .... , personally appeared i^^f'^ra nie, a notary public for judge or other officer, as the case STATE FORMS. 191 may Ve), in ami for county, , known (or prover) to me to lie the persons described in and who executed the fore- going instrument, who acknowledged to nie that they executed the same frcelj and voluntarily and for the uses and purposes therein mentioned. Wir.'iess my hand and seal this day of , 19 Form 138. FOREIGN CORPORATION— CERTIFICATE. Knoiv all Men by these Presents, That we, , and , respectively the President and Secretary of the , do hereby certify nnd declare, as and for the act and deed of such officers of said corporation, as follows, viz: Thar, the is a corporation duly created, incorporated and existing under and by virtue of the laws of the State of , and has its Office and the place where the principal business of said cor- jtoration is transacted at the And said corporation owns and holds property in the State of Nevada, and does business therein. That this corporation has appointed and will keep in the rotate of Nevada, as an agent upon whom all legal process may be served for this corporation. Now, Therefore, This corporation does hereby file this certificate, prop- erly authenticated by the proper officers of this corporation, with the Secre- tary of State of the State of Nevada, and does hereby certify, specify and declare that the full name of their said agent, upon whom all legal process may be served foE this corporation, is ; that the residence of said agent is at , in the County of , in the State of Nevada. Done at the said City and County of , State of , this day of , A. D. 19. . . ., in pursuance of a resolution duly passed by the Board of Directors of said corporation, and entered on the minutes thereof. President. Secretary. STATE OF NEVADA, ] County of ( On this day of , A. D personally appeared before me, a notary public (or judge or other officer, as the case may be), in and for county, A. B., known (or proved) to me to be the president (vice-president or secretary) of the corporation that executed the foregoing instrument, and upon oath, did depose that he is the officer of said corporation as above designated ; that he is acquainted with the seal of said corporation and that the seal affixed to said instrument is the corporate seal of said corporation ; that the signatures to said instrument were made by officers of said corporation as indicated after said signatures; and that the said corporation executed 192 CORPORATION FORMS AND PRECEDENTS. the said instrument freely and voluntarily and for the uses and purposes therein mentioned. Witness my hand and seal this day of , 19 Form 138a. REPORT OF ELECTION. and being duly sworn, depose and say that they are respectively President and Secretary of the , a corporation organized under the laws of , and that the following is a full, true and correct statement of facts required by Section 85 of the Corporation Law of the State of Nevada, as follows, to wit : Name of Director Date of Election Term of Office Character of Business Postofflce Address (street and number, if any) Futhermore that of N Street, County, Nevada, is the duly and regularly author- ized Agent for said Corporation upon whom process can be served. President. Secretary. Subscribed and sworn to before me, this day of . . 19. Notary Public. STATE FORMS. 193 NEW HAMPSHIRE. Form 139. ARTICLES OF ASSOCIATION. The Undersigned, being persons of lawful age, associate under the provisions of chapter 147 of .the Public Statutes of New Hampshire by the following ARTICLES OF AGREEMENT: Article 1. The name of this corporation shall be Art. 2. The object for which this corporation is established iS Art. 3. The place in which the business of this corporation is to be carried on is Art. 4. The capital stock to be paid in shall be shares of a par value of $ each, a total of $ , Art. 5. The first meeting of the corporators Names. Postoffiee Address. (No acknowledgment is required.) See generally notes to Forms 1, 5, 8 and 11, supra. Form 140. ANNUAL RETURN of the a corporation duly established under the laws of the state of New Hamp- shire, as existing on the first day of May, 19...., made in conformity to the Public Statutes of New Hampshire, Section 16, c. 150, as amended by Laws N. H., 1911, ch. 159, p. 172. Principal place of business of the corporation Postofiice address of the Treasurer Date of incorporation Amount of capital stock authorized Number of shares issued Par value of shares Amount of capital stock paid in Amount of debts due the corporation Amount of debts due from the corporation Assets of the corporation, including debts due corporation Kind of property of the corporation ., Treasurer • Directors. 194 CORPORATION FORMS AND PRECEDENTS. STATE OF NEW HAMPSHIRE, ) County of \^^- On , "i 9 personally appeared , treasurer, and , a majority of tbe directors of said corporation, and made oath that the above statement by them signed is true. Before me, Justice of the Peace. Form 140a. FOREIGN CORPORATION— POWER OF ATTORNEY. Know All Men by These Presents : That the , a corpora- tion duly established under and by virtue of the laws of , and having its otiice and principal place of business at , desiring to transact business in the State of New Hampshire in conformity with the laws thereof, hereby constitutes and appoints Edward N. Pearson, Secretary of State of New Hampshire, and his successors in oflfice, the true and lawful Attorney of said corporation in and for the State of New Hampshire in compliance with the provisions of the Act relative to the registration of foreign corporations, approved May 21, 1913, upon whom lawful process in any action or proceeding against it upon any liability arising in the State of New Hampshire may be served ; and it is hereby duly agreed on the part of said corporation that service of process as aforesaid shall be of the same legal force and validity as if served on said corporation. This appointment, and the authority of said Attorney, shall continue in force, and shall not be revoked so long as any liability remains outstanding against said corporation in said State of New Hamp- shire and until another Attorney is duly substituted and appointed. In Witness Whereof the aforesaid corporation, pursuant to a resolution and vote of its Board of Directors duly passed the day of , 19. . . ., duly authorizing its President and Sec- retary to act in the premises, hath caused these presents to be subscribed by its President and countersigned by its Secretary and the seal of said corporation to be hereunto aflfixed this day of , 19. . . . By its President, Countersigned : • . ' Secretary. STATE OF ,| gg. County of ] On this day of , A. D. 191 . . , before me, the subscriber duly appointed and qualified, personally appeared the before named , President, and , Secretary of the , a corporation duly established (who are personally known to me), and severally acknowledged the fore- going instrument t)y them subscribed to be the act and deed of said cor- poration; and they severally made oath that they are respectively the aforedescribed officers of said corporation; that the seal affixed to said instrument is its true and proper corporate seal; and that they each subscribed said instrument, and that said corporate seal was affixed by virtue of authority duly conferred by said corporation. Witness my hand at in the State and County first above written. Justice of the Peace, » Notary Public. [Seal] STATE FORMS. 195 NEW JERSEY. Form 141. CERTIFICATE OF INCORPORATION of the This is to Certify, That we, , do hereby associate our- selves into a corporation, under and by virtue of the provisions of an act of the Legislature of the State of New Jersey, entitled "An act concern- ing corporations (Kevision of 1896)," and the several supplements thereto and acts amendatory thereof, and do hereby severally agree to take the number of shares of capital stock set opposite our respective names. ■ First. The name of the corporation is Second. The location of the principal office in this State is at No. , Street, in the of , County of The name of the agent therein and in charge thereof, upon whom process against this corporation may be served, is Third, The objects for which this corporation is formed are The corporation shall also have power to conduct its business in all its branches, have one or more offices, and unlimitedly to hold, purchase, mort- gage and convey real and personal property in any State, Territory or Colony of the United States and in any foreign country or place. Fourth. The total authorized capital stock of this corporation is dollars, .divided into shares of a par value of dollars each. Fifth. The names and postoffice address of the incorporators and the number of shares subscribed for by each, the aggregate of which ($ ) is the amount of capital stock with which this company will commence business, are as follows : Name. Postoffice Address. Number of Shares. Sixth. The period of existence of this corporation is unlimited. In Witness Whereof, we have hereunto set our hands and seals this day of , A. D. nineteen hundred Signed, sealed and delivered in the presence of [Seal] [Seal] [Seal] STATE OF ,1 } ss: County of ^ Be it remembered, That on this day of ^ A. D. nine- teen hundred , before me, a per- sonally appeared , who I am satisfied are the persons named in and who executed the foregoing certificate, and I having first made known to them the contents thereof, they did each acknowledge that 196 CORPORATION FORMS AND PRECEDENTS. thev signed, sealed and delivered the same as their voluntary act and deed, for the uses and purposes therein expressed. See notes to Forms 1, 5, 8, and 11, supra. See generally Carver v. Southern Iron & Steel Co 78 N. J. Eq. 81, 240; Arnold v. Searing 78 N. J. Eq. 1413; Mellon v. Mississippi Wire Glass Co., 77 N. J. Eq. 498; National Packing Co. v. Garveu, 80 N. J. L. 311; Colgate v. U. S. Leather Co., 75 N. J. Eq. 229; Goodnow v. American Writing Paper Co., 73 N. J. Eq. 692; Goodnow v. American Writing Paper Co., 72 N. J. Eq. 645. See Charter of United States Steel Corporation, in Chapter XXXIX, posi. Form 142. CERTIFICATE OF PAYMENT OF CAPITAL STOCK of the Company. The location of the principal office in this State is at No , Street, in the of , County of The name of the agent therein and in charge thereof,^ upon whom process a'^ainst this corporation may be served, is In accordance with the provision of "An Act concerning corporations, (Eevision of 1896)," we , President, and .., Secretary of the Company, a corporation of the statt of New Jersey, do hereby certify that dollars, being the capital stock of said company, as authorized by its certificate of incorpora- tion filed in the Department of State on the day of A. D. 19 , has been fully paid in; dollars thereof by the pur- chase of property and dollars thereof in cash. The capital stock of said company previously paid and reported is $ of com- mon stock and $ of preferred stock. Witness our hands the day of , A. D. 19 President. Secretary. STATE OF ,1 County of ^ , president, and ,. , secretary of the Company, being severally sworn, on their respective oaths depose and say that the foregoing certificate by them signed is true. President. Secretary. Subscribed and sworn to before me this day of A. D. J.«7 • • • • See generally as to the payment for stock in property, Cook on Cor- porations, §§ 18-24, 43-50, 423, 766; Clark & M., Corp., §§ 380-401. See also Carver v. Southern Iron & Steel Co., 78 N. J, Eq. 81. STATE FORMS. 197 Form 143. CERTIFICATE OF CHANGE OF LOCATION OF THE PRINCIPAL OFFICE of the Company, Tho Company, a corporation of New Jersey, does hereby certify that it has changed the location of its principal oflice in New Jersey, in accordance with a resolution a'lopted on the day of , 19. . . ., at a duly convened meeting of its lioard of Direc- tors, by the vote of at least two-thirds of the members thereof, of which resolution the following is a true copy: "Resolved, that the location of the principal office of this Company within the State of New Jersey, which office is now at No , Jersey City, Hudson County, New Jersey, be changed and removed there- from, and that hereafter the principal office of this Company within the State of New Jersey be at No , Street, in the City of , County of Hudson, and that of said City of , be and he hereby is designated and appointed (all previous designations therefor being hereby annulled) as the agent of this cor- poration in said principal office in said City of , and in charge thereof, upon whom process against this corporation may be served within the State of New Jersey." In Attestation Whereof, said The Company has caused this certificate to be signed by its President and Secretary, and its corporate seal to be hereto affixed the day of , 19 ... . For the Company, [Corporate Seal] President. Secretary. Form 144. CERTIFICATE OF DISSOLUTION BY UNANIMOUS CON- SENT OF ALL STOCKHOLDERS of the Company. Tho location of the principal office of said Company in the State of New Jersey is at No , Street, in the City of , County of Hudson. The name of the agent therein and in charge thereof upon whom process against this corporation may be served is "We, the subscribers, being all of the stockholders of the , a corporation of the State of New Jersey, deeming it advisable and most for the benefit of said corporation that the same should be forthwith dis- solved, do hereby give our consent to the dissolution thereof as provided by "An Act Concerning Corporations (Revision of 1896)," and do sign this consent, to the end that it may bo filed in the office of the Secretary of State of the State of New Jersey. Witness our hands this day of , A, D. 19. . . , 198 CORPORATION FORMS AND PRECEDENTS. Xame of Stockholders. No. of Shares Held, r-1 f . STATE OF ,| County of ( , the Secretary of the above named corporation, the Company, a corporation organized under the laws of New Jersey on his oath says that the foregoing consent to the dissolution of said corporation has been signed by every stockholder of said cor- poration. Subscribed and sworn to before me this day of A. D. 19 Form 144a. AFFIDAVIT OF PUBLICATION. The location of the principal office in this state is at No street, in the of , county of The name of the agent therein and in charge thereof, upon whom process against this corporation may be served, is STATE OF ,J County of ....". j ^^ = , the secretary of the company, being duly Bworn, on his oath says, that the board of directors of the said company have caused the certificate of dissolution of the company, a copy whereof is hereto annexed, issued by the secretary of state of the state of New Jersey, dated the day of , 19. . . ., to be published in the , a newspaper published at the of and circulated in the county of , being the county in which said company has been located and conducting its business, for the period of four weeks successively, at least once in each week, commencing on the day of , 19. . . ., as required by section thirty-one of an act entitled "An Act concerning corporations (Revision of 1896)," ap- proved April twenty-first, one thousan 19 The foregoing statement is correct and true. Attest : Secretary. [Corporate Seal] President. See generally as to the voluntary dissolution of corporations, Cook on Corporations, §§628-642; Clark & M., Corp., §§302-334. See also Wm, B. Riker & Son Co. v. United Drug Co., 78 N. J. Eq. 319. Form 145. CERTIFICATE OF CHANGE. of the Company. The location of the principal office in this state is at No , street, in the of , county of The name of the agent therein and in charge thereof, upon whom process against this corporation may be served, is EESOLUTION OF DIRECTOES. The Board of Directors of the Company, a cor- poration of New Jersey, on this day of , A. D. 19 do hereby resolve and declare that it is advisable that and do hereby call a meeting of the stockholders to be held at the company's office, in the city of on the day of , 19... at M., to take action upon the above resolution. 200 CORPORATION FORMS AND PRECEDENTS. CEETIFICATE OF CHANGE. The Company, a corporation of New Jersey, doth hereby certify that it has , said having been declared by resolution of the board of directors of said corporation (above recited) to be advisable, and having been duly and regularly assented to by the vote of two-thirds in interest of each class of stockholders having voting powers, at a meeting duly called by the board of directors for that purpose; and the written assent of said stockholders is hereto appended. In Witness Whereof, said corporation has caused this certificate to be signed by its president and secretary, and its corporate seal to be hereto affixed the day of , A. D. 19 [L. S.] ss: Presidient, Secretary. STATE OF County of Be it remembered, that on this day of , A. D. 191. . , before me, the subscriber, a , personally appeared Secretary of the Company, the corporation mentioned in and which exe- cuted the foregoing certificate, who, being by me duly sworn, on his oath says he is such secretary, and that the seal affixed to said certificate is the corporate seal of said corporation, the same being well known to him; that is president of said corporation, and signed said certificate and affixed said seal thereto, and delivered said certificate by authority of the board of directors and with the assent of at least two-thirds in inter- est of each class of the stockholders of said corporation having voting powers as and for his voluntary act and deed, and the voluntary act and deed of said corporation, in presence of deponent, who thereupon subscribed his name thereto as witness. And he further says that the assent hereto appended is signed by at least two-thirds in interest of each class of stockholders of said corporation having voting powers, either in person or by their several duly constituted attorneys in fact, thereunto duly authorized in writing. .-'■i'^. STOCKHOLDEES ' ASSENT TO CHANGE. We, the subscribers, being at least two-thirds in interest of each class of the stockholders of the Company having voting powers, having, at a meeting regularly called for the purpose, voted in favor of , do now, pursuant to the statute, hereby give our written assent to said change. Witness our hands this day of , A. D. 191. . Stockholders. No. of Shares. See generally a^ to amendments to charters, Cook on Corporations, §§ 492-503. STATE FORMS 201 Form 146. » ANNUAL REPORT BY A DOMESTIC CORPORATION. The Company. Organized and Registered under the Laws of the State of New Jersey. The corporation above named, organized and registered under the Laws of the State of New Jersey, does hereby make the following report in com- pliance with the provisions of an act of the Legislature of New Jersey, entitled "An Act Concerning Corporations (Revision of 1896)," and the various acts amendatory thereof and supplemental thereto. First. The name of the corporation is Second. The location of the registered office is at No Street, and is the agent uiion whom process may be served. Third. The character of the business is Fourth. The amount of the authorized capital stock is The amount actually issued and outstanding is $ Fifth. The names and addresses of all the directors and officers, and the term when the office of each expires, are as follows: Names of Directors. Address. Expiration of Term. Officers : President, Vice President, 2d Vice President, Treasurer, Secretary, Sixth. The next annual meeting of the stockholders for election of directors is appointed to be held on Seventh. The name of the corporation has been at all times displayed at the entrance of its registered office in this State, and the corporation has kept at its registered office in this State a transfer-book, in which the transfers of stock are made, and a stock-book, containing the names and addresses of the stockholders and the number of shares held by them respectively, open at all times to the examination of the stock- holders as required by law. Witness our hands the day of , A. D. 191 . . President. Secretary. Form 147. STATEMENT BY FOREIGN CORPORATION. Tlie Company. In accordance with the provisions of an act of the legislature of the State of New Jersey, entitled "An Act Concerning Corporations (Revision of 1896),' ' the Comjtany, a corporation of the state of does hereby certify and set forth: 202 CORPORATION FORMS AND PRECEDENTS. First. That the paper hereto attached is a true and correct copy of its charter or certificate of organization filed ' with the secretary of state of the state of , which copy is attested by our president and secre- tary under our corporate seal. Second. The total amount of capital stock said company is authorized to issue is $ and the amount actually issued is $ Third. The character of business which said corporation is to transact in this state is the Fourth. The place within the State of New Jersey which now is and is to be its principal place of business is No , street, in the city of Fifth of full age, an actual resident of this state, whose abode is at Number , street, , in the state of New Jersey, is the agent of said corporation in this state, upon which agent, process against such corporation may be served in this state; said agent's office is at the said principal place of business of said corporation in the state of New Jersey. In Testimony Whereof, the said corporation hath caused its corporate seal to be hereto affixed, and these presents to be signed by ita president and attested by its secretary, the day of , A. D. 19.... The Company, By , President. Attest : Secretary. Form 148. ANNUAL REPORT BY A FOREIGN CORPORATION. The Company, Organized under the Laws of the State of The corporation above named, organized under the laws of the state of , does hereby make the following report in compliance with the provisions of an act of the legislature of New Jersey, entitled "An Act Concerning Corporations (Revision of 1896)," and the various acts amendatory thereof and supplemental thereto: First. The name of the corporation is Second. The location of the registered office is at No , Street, , and is the agent upon whom process may be served. Third. The character of the business is Fourth. The amount of the authorized capital stock is $ The amount actually issued and outstanding is $ Fifth. The names and addresses of all the directors and officers, and the term when the office of each expires, are as follows : * Names of Directors. Address. Expiration ogf Term. STATE FORMS. 203 OflScers. Presitlent, Vice rresiileiit, 2d Vice President, Treasurer, Secretary, Sixth. The next aunual meeting of the stockholders for election of directors is appointed to be held on Witness our hands the day of , A. D. 101 . . Presiilent. Secretary. See generally Cook on Corporations, §§696-700; Clark & M., Corp., §§ 834-865. See also Central Consumers' Wine & Liquor Assoc, v. Mad- den, 68 Atl. (N. J. Eq.) 777; Falaenau v. Eeliance Steel Foundry Co., 74 N. J. Eq. 325 ; Texas Co. v. Dickinson, 79 N. J. L. 292. Form 149. ANNUAL REPORT TO STATE BOARD OF ASSESSORS. Report of the President. Date of incorporation Treasurer. Principal office in New Jersey — Secretary. City or Town, Street and Number, Name of Agent in charge OFFICE STATE BOARD OF ASSESSORS. Trenton, New Jersey. This report must show existing conditions January 1st, 19...., all of the following questions must be answered, and wherever the proper answer is "none" or "nothing," it should be so stated. Failure to make this report will cause the assessment to be made on the full authorized capital stock. 1. What is the amount of your capital stock authorized? $ 2. Into how many shares is it divided? 3. How many shares are fully jiaid, either in cash or by property purchased? 4. How many shares are partially paid? 5. What is the amount of your capital stock issued? $ 6. What is the nature of the business of your corporation? 7. Is your corporation engaged in manufacturing or mining? 8. If so, state where, A. In New Jersey? City or Town, Street and number, B. If in other places, state where, City or Town, Street and number, 204 CORPORATION FORMS AND PRECEDENTS. 9. What is the total amount of your capital stock invested in manufacturing or mining? $ 10. What is the amount of j'our capital stock actually em- ployed in manufacturing or mining in New Jersey? $ 11. What is the local assessed valuation for 191.. of your corporation 's real and personal estate used in manufacturing or mining in Xew Jersey? Eeal Estate, $ Personal, $ I, the undersigned, do hereby certify as (President or Treasurer) of the Company, that the fore;^o ing return ia correct and true. • [L. S.] Address Witness. Form 149a. STATEMENT BY CORPORATIONS ISSUING CAPITAL STOCK FOR PROPERTY PURCHASED. The location of the principal oflfice in the State, is at No street, in the of , county ol The name of the agent therein and in charge thereof, upon whom process against the corporation may be served, is . v In accordance with the provisions of ' ' An Act concerning corporations (Eevision of 1896)," the undersigned, being a majority of the directors of the company, a corporation organized under the laws of the State of New Jersey, do hereby certify, that shares of the capital stock, and shares of the capital stocl: of this corporation of the par value of each, have teen issued for the following described property, (or for shares of capital stock of the , a cor- poration of the State of ) . And wc do further certify, that said property is cognate in character and use to the property used or contemplated to be used by the in the direct conduct of its own proper business, and thai the amount actually paid therefor is as follows: (Description of property purchased and amount paid therefor.) Description of capital stock purchased and amount paid therefor. Witness our hands, this day of A. D. 191 . . 1 Directors, (See Laws New Jersey, 1913, Chapter 15.) statp: forms. so5 NEW MEXICO. Form 150. ARTICLES OF INCORPORATION of the Company. We, the undersigned^ hereby associate ourselves together for the pur- pose of forming a corporation under the laws of the State of New Mexico, United States of America, and hereby certify: I. The name of this corporation shall be II. The location of the principal office of the corporation in the State of New Mexico shall be No St., in the City of , County of , and State of New Mexico. III. The objects for which this corporation is formed are IV. The amount of the total authorized capital stock of this cor- poration shall be dollars ($....), divided into Bhares of the par value of dollars ($ ) each. The amount of capital stock with which this corporation shall com- mence business is dollars ($....), divided into shares of the par value of dollars ($....) each. V. The full names and postoffice addresses of the incorporators and the number of shares of this corporation subscribed for by each respectively, are as follows: Names of Incorporators. Postoffice Address. Number of Shares. VI. The term of existence of this corporation shall be years from the date hereof. In "Witness Whereof we have hereunto set our hands and seals this day of , A. D. 19.... In the presence of [Seal] [Seal] [Seal] STATP] OF ) ' ss: County of I I, , a notary public in and for the state and county aforesaid, do hereby certify that on this day of , A. D. 19...., before me personally appeared to me per- sonally known, and known to nie to be the same persons described in and who executed the foregoing instrument and severally acknowledged to me that they had signed and executed the same. Witness my hand and official seal at said county the day and year last above written. Notary Public. County. See generally notes to Forms 1, 5, 8 and 11, supra. 2GG CORPORATION FORMS AND PRECEDENTS. Form 151. CERTIFICATE AS TO THE PAYMENT OF CAPITAL STOCK of The location of the principal office in New Mexico is and the name of the agent in charge thereof and upon whom process against this corporation may be served, is In accord^ice with the provisions of ' ' An Act to regulate the formation and government of corporations for mining, manufacturing, industrial and other pursuits," (Ch. 79, Laws of 1905), we, , President, and , Secretary or Treasurer, of , a corporation existing under the laws of the State of New Mexico, do hereby certify that ■; dollars, being the (amount of capital stock with which said company commenced business, or total amount of capital stock of said company), as authorized by its certificate of incorporation has been fully paid in ; dollars thereof by the purchase of property, and ;-t-:'^;.. dollars iu cash. The amount of capital stock of this corporation paid in and reported 'to the State Corporation Commission of New Mexico previous to the date of this report (if any) is $ President. Secretary or Treasurer. STATE OF NEW MEXICO, ) ss ' County of ( , President, and , Secretary or Treasurer, of , being each d dy sworn, on their respective oaths, depose and say that the foregoing certificate by them signed is true. Subscribed and sworn to before me, this day of , 19. . . . Notary Public. (The fee for. filing this document in the office of the Secretary of New Mexico is $5.00.) See generally notes to Form 8, supra. See also as to payment for stock in property, Cook on Corporations, §§ 18-24, 43-50, 426, 766; Clark & M., Corp., §§380-402. Form 152. STATEMENT OF FOREIGN CORPORATION. STATEMENT OF THE This association duly incorporated under the laws of tlie , and desiring to transact business in the State of New Mexico, makes the following statement: The name of the organization is : The location of its registered office in New Mexico is , and the name of the agent in charge of such office upon \'.honi process against the corporation may be served is : o STATE FORMS. 207 The amount of authorized capital stock is: The amount of capital actually issued and outstanding is: The character of business to be transacted in New Mexi<'o is: The names and addresses of all the directors and officers and the date of expiration of their term of office are: Expiration of Name. Office. Address. term of office. The date appointed for the next annual meeting of stockholders is , 19...., appointed as follows: In Witness Whereof, the said has caused its name to bo hereunto subscribed and its corporate seal to be hereto affixed, and these presents to be executed by its President and Secretary, this day of , A. D. 19 [Corporate Seal] Attest : By Secretary. President. See generally Cook on Corporations, §§696-700; Clark & M., Corp., §§ 834-865. See also Goode v. Colorado Ins. Loan Co., 16 N. M. 461. Form 153. STATEMENT OF SUSPENSION OF BUSINESS of This is to Certify, That , a corporation organized under the laws of the of , is no longer engaged in active business in the State of New Mexico, and this statement of such sus- pension of business is executed and filed in accordance with Section 48, Chapter 79, of the Laws of 1905, of the Territory of New Mexico. Wherefore, we hereby direct that the name of the aforesaid company be stricken from the list of live corporations in the State of New Mexico, but such action shall not be construed in any sense as a formal dissolu- tion of such corporation, nor shall such corporation be relieved hereby from any outstanding obligation. The location of the registered office of such corporation in the State of New Mexico is at , (Here give town or city including street and number, if street and number there be) and the name of the agent upon whom process against the corporation may be served is , who is an actual resident of the State, and whose postoffice address is In Witness Whereof, We have hereunto set our hands and affixed the seal of the said corporation, for the uses and purposes above set forth, this day of , A. D. 19 (To be signed by any two Officers, Directors or Stockholders.) (Note. Any corporation in this class may be fully revived by the 208 CORPORATION FORMS AND PRECEDENTS. resumption of active business and the filing of the annual report contem- plated by the provisions of Section 48, Chapter 79, Laws of 1905. The fee for filing this statement in the ofiice of the State Corporation Commission of New Mexico is One Dollar.) Form 154. CERTIFICATE OF CHANGE OF AGENT OF FOREIGN CORPORATION. , a corporation organized under the laws of the state of and authorized to transact business in the State of New Mexico, and having its principal office in New Mexico at Eoom No , Building, No , Street, in the town or city of , and whose former New Mexico agent was , residing at , hereby certifies: That from and after this date Mr , residing at , State of New Mexico, shall be the duly authorized agent of said cor- poration upon whom process may be served ; And that its principal office in New Mexico is changed to Room No. , Building, Street, city or town of , State of New Mexico. (If principal office is not changed, cross out last paragraph.) (If appointment of agent is made by resolution of Board of Directors, here insert or attach copy of such resolution.) In Witness Whereof, the said has caused its name to be hereunto subscribed and its corporate seal to be hereto affixed, and these presents to be executed by its President and Secretary, this day of , A. D. 19.... [Corporate Seal] Attest : By Secretary President. See as to service of process on foreign corporations, Cook on Corpora- tions, §758; Claik & M., Corp., §861. Form 155. ANNUAL REPORT TO THE STATE CORPORATION COMMISSION OF NEW MEXICO. The Corporation herein named, organized under the laws of does hereby make the following report in com- ( State or Territory) pliance with the provisions of Sec. 48, Chap. 79, Laws of 1905, entitled "An Act to Regulate the Formation and Government of Corporations for Mining, Manufacturing, Industrial and other Pursuits." 1. The name of this Corporation is 2. The location (town or city, street and number, if street and number there be) of its registered office in New Mexico is: STATE FOR.MS. 209 and the name of the agent in charge of such office upon whom process against the Corjjoration may be served is: 3. The character of its business is: and as otherwise specified in its Certificate of Incorporation. 4. (a) The amount of its authorized capital stock is $ (b) The amount actually issued and outstanding is $ 5. The name and address of each Director and Officer of the Corporation and the time when the term of office of each expires is: Name: Officer: Address: Term Expires: (). The date appointed for the next annual meeting of the stockholders for the election of Directors is and the manner in which the date for such meeting is appointed is * * Usually as provided for by the By-laws. To be signed by the president and one other j Officer or any two Directors. ( Note — All Domestic Corporations are required to have not le^s than three Directors, one of whom shall be an actual resident of New Mexico. (Sec. 11.) All Directors of Domestic Corporations must be Stockholders of such Corporations. (Sec. 44.) Every Domestic Corporation must have a President, Secretary and Treasurer, and the President must also ])e a Director. (Sec. 12.) \Mienever a Foreign Corporation changes its statutory Agent, for any reason, formal appointment of the new Agent is required to be filed in the office of the State Corporation Commission. (Sec. 104, Chap. 79, Laws of 1905, as amended by Sec. 6, Article XT of State Constitution.) Blanks for such appointment will be furnished ui>ou application. 210 CORPORATION FORMS AND PRECEDENTS. NEW YORK. Form 156. CERTIFICATE OF INCORPORATION of STATE OF NEW YORK. | ^g. County of j We, the undersigned, , all being of full age, and i of us being citiiens of the United States and at least of us being residents .■ of the - State of New York, to wit: for the purpose of forming a business Stock Corjioration pursuant to and in oonforniity with the Laws of the State of New York, do hereby make, sign, acknowledge, certify and set forth as follows: First — That the name of the i^roposed corporation is 3 Second — That the purposes for which said corporation is to be formed are ■* Third — That the amount of the Capital Stock of the said corporation is Dollars ($ ), all of which shall consist of Common Stock s Fourth — That the number of shares of which said Capital Stock shall consist is , each of which is « Dollars, and the amount of capital with which said corporation will begin business is Dollars.7 Fifth — That the principal office is to be located in the ■'' of , County of , and State of New York. Sixth — That the duration of said corporation is to be " years. Seventh — That the number of Directors of the said corporation is lo 1 — "Two-thirds" or "all," as the case may be. 2 — One must be a resident of New York State. 3 — As the name must not conflict with that of any other domestic cor- poration, or any foreign corporation authorized to do business in New York, nor contain the word "trust," "bank," "banking," "insurance," "as- surance," "indemnity," "guarantee," "guaranty," "title," "savings," "investment," "loan," or "benefit," it is customary (if time permits) to ascertain from the office of the Secretary of State whether the con- templated name is adoptable. See General Corporation Law, § G, as amended by Laws 1911, Ch. (loS, and Laws 1912, Ch. 2. The name is required to be in the English language. 4 — Be careful not to insert any power allowing the Company to do busi- ness provided for by the railroad, transportation, banking or insurance law; certificates are frequently returned because of this violation. Collection agencies or corporations engaging attorneys for others should" see Laws 1909, Chap. 484, amentiing § 2, Bus. Corp. Law. 5 — If any portion of the stock is to be preferred, the preference should be stated. 6 — Not less than $5 nor more than $100. See Laws 1912, Ch. 351, for pro- vision as to shares of capital stock without nominal or par value. 7 — Not to be less than $500. 8 — If in New York City, the borough must be named. 9 — Any number of years may be inserted. 10 — Not less than three. STATE FORMS. 211 Eighth — That the names and postoffice addresses of the Directors for the first year are as follows: n Names. Postoffice Addresses. Ninth — That the names and postoffice addresses of the siiV)scriher8 of this <'ortiricat(' and the miiiilicr of shares of stock which each ajjrees to take in said coriiuratiuu are as follows: Names. Postoffice Addresses. No. of Shares. Tenth— 12 In Witness Whereof, we have made, signed, scaled and executed this cer- tifieatei"* the day of , in the year one thousand [Seal] [Heal] [SealJ STATE OF NEW TOPK, | County of ) ^^• On this day of , in the year one thousand nine hundred and , personally came , to me known and known to me to be the persons described in and who made, signed and executed the foregoing Certificate of Incorporation and they severally before me, acknowledged that they had made, signed, sealed and executed the same. See notes to Forms 1, 5, 8 and 11, supra. See generally as to preferred stock. Cook on Corporations, SS 267-278; Clark & M., Corp.j §§ 413-421. See also In re George Eingler & Co., 127 N. Y. Supp. 938; Stevens v. Episcopal Church History Co., 140 N. Y. App. Div. 570. Form 157. CERTIFICATE OF INCORPORATION OF HART, SCHAFFNER & MARX. We, the undersigned, all being persons of full age, and at least two- thirds (2/3) being citizens of the United States, and at least one of us a 11 — The directors must be stockholders, unless this certificate or a by-law adopted at a stockholders' meeting, piovides otherwise. At least one di- rector must be a resident of New York State. 12 — Provisions may be inserted here to hold stock of other companies, ({^52, Stock Corp. Law), or for cunudative voting (§24. Gen '1 Cor[>. Law) or that directors need not be stockholders (§25, Stock Corp. Law), plac- ing directors in classes (§ 26, Stock Corp. Law), making different classes of preferred stock (§61, Stock Corp. Law), or limiting the voting power (§23, Gen'l Corp. Law), ])artly paid stock (§60 Stock Corp. Law), and the Certificate of Incorporation may contain any other provision for the regulation of the business and the conduct of the affairs of the corporation, and any limitations upon its powers and upon the powers of its directois and stockholders which does not exempt them from any obligation or from the I'erfoniiance of any duty inqiosed by law. If the meetings, of the Board of Directors, are to 1 e held only within the State of New York, the certificate or by-laws must so provide — (§ 2, Bus. Corp. Law.) 13 — In duplicate or triidicate. 212 CORPORATION FORMS AND PRECEDENTS. resident of the State of New York, desiring to form a stock corporation pursuant to the provisions of the Business Corporation Law of the State of New York, do hereby make, sign, acknowledge and file this certificate for that purpose, as follows: First. The name of the proposed corporation is Hart, Schaffner & Marx. Second. The purposes for which it is to be formed are as follows: (a) To manufacture, buy, sell, distribute and deal in clothing and wearing apparel of every description, and any and all materials or articles required for, or used or useful in connection with all or any of the objects aforesaid. (b) To purchase or otherwise acquire, own and hold unlimitedly such real and personal property of every kind and description within and with- out the State of New York, and in any part of the world, suitable, neces- sary, useful or advisable in connection with any or all of the objects herein- before or hereinafter set forth, and to convey, sell, assign, transfer, lease, mortgage, pledge, exchange or otherwise dispose of any of such property. (c) To build, erect, construct, purchase, hire or otherwise acquire, own, provide, establish, maintain, hold, lease and operate factories, warehouses, agencies, buildings, structures, offices, houses, works, machinery, plants and all other things of whatsoever kind and nature, within and without the State of New York, and in any part of the world, suitable, necessary^ use- ful or advisable in connection with any or all of the objects hereinbefore or hereinafter set forth. (d) To purchase or otherwise acquire any and all letters patent and similar rights granted by the United States or any other country or govern- ment, licenses and the like, or any other interests therein, or any inventions which may seem capable of being used for or in connection with any of the objects or purposes of said corporation, and to use, develop, sell and grant licenses in respect to or other interests in the same, and otherwise turn the same to account. (e) To purchase, acquire, apply for, register, secure, hold, own, or sell, or otherwise dispose of, any and all copyrights, trade-marks, trade-names and distinctive marks. (f) To subscribe or cause to be subscribed for, and to purchase, and otherwise acquire, hold, sell, assign, transfer, mortgage, pledge, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, good-will, rights, assets and property of any and every kind, or any part thereof, of any other corporation or corporations, association or associations, now or here- after existing, and whether created by the laws of the State of New York or of any other state, territory or country, as far as and to the extent that the same may be permissible by the laws relating to business corpora- tions of the State of New York; and to operate, manage and control such properties, or any of them, either in the name of such corporation or cor- porations, or in the name of this corporation, and while owners of any of said shares of capital stock to exercise all the rights, powers and privi- leges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time to the same extent as natural persons might or could do. STATE FORMS. 213 (g) To endorse, guarantee and secure the payment and satisfaction of the bonds, coupons, mortgages, deeds of trust, debentures, securities, obliga- tions, evidences of indebteilm-ss and shares of the capital stock of other corporations, and also to guarantee the i)ayinent or satisfaction of the divi- dends on shares of the capital stock of other corporations, as far as and to the extent that the same may be permissible by the laws relating to business corporations of the State of New York. (h) To use the surplus profits of said corporation for the purchase of any portion of the preferred shares of its capital stock, but only for the purpose of canceling and retiring the same. Such proposed reduction of the capital stock to be effected in accordance with the requirements of the Stock Corporation X,aw. (i) To do each and everything necessary, suitable, useful or advisable for the accomplishment of any one or more of said objects, or which shall, at any time, appear to be conducive to or expedient for the benefit of said corporation in connection therewith. (j) In general, but in connection with the foregoing, said corporation shall have and exercise all the powers conferred by the laws of the State of New York upon business corporations, it being hereby expressly pro- vided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner such general powers. (k) To do each and all things above set forth to the same extent and as fully as natural persons might do or could do in the State of New York, or in any other state, country or place. Third, (a) The amount of the capital stock is Twenty Million Dol- lars ($20,000,000), of which Five Million Dollars ($5,000,000) is to be preferred stock, and Fifteen Million Dollars ($15,000,000) is to be common stock. The holders of the preferred stock shall be entitled to receive and said corporation shall be obligated to pay out of the surplus and net profits arising from the business of said corporation, a cumulative dividend at the rate of but not exceeding Seven Per Cent. (7%) per annum, payable in quarterly instalments on such dates as shall be fixed by the By-Laws, the first year beginning May 15, 1911, and the same shall be paid or set apart before any dividends shall be paid or set apart on the common stock. Should such surplus and net profits accumulated at any dividend day be insullicient to pay such dividend on all of the then issued and outstanding preferred stock, such dividend shall be payable out of the future surplus and net profits and no dividend shall at any time be payable, paid or set apart on the common stock until dividends at the rate of Seven Per Cent. (7%) per annum from ^lay 15, 1911, shall have been declared and paid or set apart on all of the then issued and outstanding preferred stock. (b) Whenever all accrued dividends of all previous years have been paid, and so much of the yearly dividend of the current year as has accrued shall have been declared and paid, or a sum sufficient to pay the same shall have been set apart from the surplus and net profits, dividends on the common stock may be declared out of any remaining surplus and net profits; pro- vided, however, that out of the surplus and net profits, after the payment of or the setting apart therefrom of a suflicient sum to pay all accrued and unpaid dividends on the preferred stock, there shall remain a surplus of not less than Five Hundred Thousand Dollars ($500,000), and until there shall be such surplus of $500,000 no dividend shall be declared, paid or set apart 214 CORPORATION FORMS AND PRECEDENTS. on the common stock of said corporation, but thereafter dividends may be declared, paid or set apart, but not in excess of Four Per Cent. (4%) in any year, on the common stock iintil there shall remain an additional Five Hundred Thousand Dollars ($500,000) as a surplus, and after the sum of One Million Dollars ($1,000,000) shall remain as a surplus, as aforesaid, dividends may be declared, paid or set apart on the common stock at such rate as the Board of Directors nmy determine; it being the intent hereof that in declaring, paying or setting apart any dividend whatever on the common stock at any time there shall be then no existing impairment of said Five Hundred Thousand Dollars ($500,000) surplus, and in declaring, paying and setting apart any dividend in excess of Four Per Cent. (4%) per annum on the common stock at any time, there shall be then no exist- ing impairment of said One Million Dollars ($1,000,000) surplus. (c) The preferred stock by this certificate authorized may not be in- creased vsithout either the previous consent, expressed in writing, or the affirmative votes of the stockholders owning at least three-fourths (•%) of the issued and outstanding preferred and a majority of the issued and outstanding common stock. The whole of the preferred stock, or any part thereof, and in case less than the whole then the pro rafa proportion of the outstanding preferred stock held by each of the preferred stockholders of record of said corporation, may be redeemed at any time out of the surplus and net profits at the pleasure of the Board of Directors in such manner as the Board of Directors may determine, by paying therefor in cash the par value of said preferred stock plus all unpaid accrued dividends and divi- dends accruing thereon up to the time of said redemption, and in addition thereto a premium of Twenty Dollars ($20) for each preferred share so redeemed. (d) The corporation shall, out of its surplus and net profits after the payment of or the setting apart therefrom of a sufficient sum to pay all accrued and unpaid dividends on the preferred stock outstanding, retire by purchase (but at not to exceed the sum of One Hundred Twenty Dollars [$120] per share) ; or by redemption at One Hundred Twenty Dollars ($120) per share, all of the said preferred stock, such retirement to be effected in instalments, so that at least Five Hundred Thousand Dollars ($500,000) of said preferred stock will be retired on or before July 1, 1921, and the remainder thereof will be retired in instalments of not less than Five Hundred Thousand Dollars ($500,000) during each of the five- year periods successively following July 1, 1921; but the corporation may during any of such periods retire more than Five Hundred Thousand Dol- lars ($500,000), and in that event a proportionately less amount may be retired in any of the ensuing periods. So long as the corporation shall be in default in complying with the provisions of this Subdivision (d), the aforesaid right of the corporation to pay dividends on its common stock shall be suspended. (e) Upon any dissolution or liquidation of the said corporation or in the event of insolvency, or upon any distribution of capital there shall be paid to the holders of the preferred stock the par value thereof and the amount of all unpaid accrued and accruing dividends thereon before any sum shall be paid or any assets applied on the common stock. But after making such payment to the holders of the preferred stock, all of the re- STATE FORMS. 215 xnaining net assets of said corporation shall belong to the owners of the (Mtniriion stock thereof. Fourth. The iiuinhor of shares of which the capital stock shall consist ia Two Hundred Thousand (200,000) of the i)ar value of One Hundred Dollars ($100) each, of which Fifty Thousand (."jO.OOO) shares shall be preferred stock, and One TTundrod and Fifty Thousand (150,0()0) shares shall be (•(Uiimon stock. The aniuunt of the capital with which said cor- poration shall begin business is One Thousand Dollars ($1,000). Fifth. The principal business office of said corporation is to be located in the Borough of Manhattan, in the City of New York, County and State of New York. Sixth. The duration of said corporation is to be perpetual. Seventh. The number of directors of said corporation shall be seven (7), until and unless the number shall be changed as provided by law, who shall hold oHice for one year and nntil their respective successors are elected and qualified. It shall not be necessary for any director of said corporation to be a stockholder thereof. Eighth. The names and postoffice addresses of the directors of said cor- poration for the first year are as follows: • '" •' Names. Addresses. Harry Hart 4639 Drexel Boulevard, Chicago, Illinois. Max Hart 4643' Drexel Boulevard, Chicago, Illinois. Joseph Schaffuer 4819 Greenwood Avenue, Chicago, Hlinois. Marcus Marx 3658 Michigan Avenue, Chicago, Illinois. ]\Iark W. Cresap Kenilworth, Hlinois. Frederick R. Swift 162 East 74th Street, New York, X. Y. William H. Brearley . . . South Orange, New Jersey. Ninth. The names and postoffice addresses of ' the subscribers of this certificate and the statement of the number of shares which each agrees to take in said corporation, are as follows: Names. Ppstoffice Addresses. No. of Shares. Ferdinand S. Crosley . . 25 Broad Street, New York, N. Y 4 shares, common Eoss W. Lynn 512 West 135th St., New York, N, Y 3 shares, common Earl C. Demoss 745 Argyle Road, Brooklyn, N. Y 3 shares, common Said corporation may in its by-laws fix the number (not less than the number required by law or in tiiis certificate) of shares of preferred or common stock, or both, the holders of which must consent to, or which must be voted in favor of any specific act or acts by said corporation, or its Board of Directors, and during the period for which such number remains so fixed, such specified act or acts shall not and may not be per- formed or carried out by said corporation, or its Board of Directors, with- out the consent or affirmative( vote of the holders of at least the number of shares so fixed. ' . Said corporation shall not mortgage or create any lien by way of mortgage or otherwise upon any of its real or personal property, without either the previous written consent or atfirmative votes of the holders of at 216 CORPORATION FORMS AND PRECEDENTS. least three-fourths (%) of the then issued and outstanding preferred stock of said corporation, but this prohibition shall not be deemed or con strued or operate to apply to or prevent the giving of purchase money mortgages or other purchase money liens or any pledging of the stocks, securities or any property of said corporation as collateral security for the payment of moneys borrowed by said corporation in the regular course of business. A consolidation or merger of said corporation at any time, or from time to time, with any other company or companies shall not be regarded or construed to be a dissolution of said corporation within the meaning of this charter. The Board of Directors shall have power, subject always to the pay- ment of dividends on the preferred stock, and subject to the setting apart of said surplus profits in this Certificate of Incorporation provided for, to fix, determine, and vary from time to time, the amount to be main- tained as surplus, and also the amount or amounts to be set apart as work- ing capital. In "Witness Whereof, we have made and signed this certificate in dupli- cate this tenth day of May, one thousand, nine hundred and eleven. Ferdinand S. Crosley, Eoss W. Lynn, Earl C. Demoss. STATE OF NEW YORK,) ' SS" County of New York, . ( On this 10th day of May, 1911, before me personally came Ferdinand S. Crosley, Ross W. Lynn and Earl C. Demoss, to me personally known and known to me to be the persons described in and who made and signed the foregoing Certificate, and they severally duly acknowledged to me that they had made, signed and executed the same for the uses and pur- poses therein set forth. [Notarial SfiA.L] Jesse ]\Iyers, Notary Public, New York County. State of New York, Office of the Secretary of State. Filed and recorded May 11, 1911. Edward Lazansky, Secretary of State. Filed and recorded in the office of the Clerk of the County of New York, May 11, 1911. Form 158. CERTIFICATE OF PAYMENT OF ONE-HALF OF THE CAPITAL STOCK of We, the undersigned, who are a majority of the directors of the , a corporation formed under and pursuant to the provisions of the Business Corporation Law of the State of New York, do hereby certify: That the amount of the capital stock of said corporation is Dollars, and that one-half thereof has been paid in : STATE FORMS. 217 Dollars in cash and Dollars for property purchased. In Witness Whereof, we have made, signed and acknowledged this cer- tificate in duplicate, and have hereunto set our hands this day of 19.... STATE OF NEW YORK,) ^^^ County of ^ On t'Ms day of , 19 .... , before me personally came to me personally known and known to me to be the per- sons described in and who executed the foregoing certificate, and severally acknowledged to me that they executed the same. STATE OF NEW YORK,] County of \ ^ being severally duly sworn, each for himself, de- poses and says that he, the said , is the * President of , a corporation, and that he, the said , is the t thereof, and that the statements contained in the foregoing statement are true. Sworn to before me this day of , 19. . , Form 159. CERTIFICATE OF FOREIGN CORPORATION. h Company. Organized under the Laws of the State of Certificate of Designation for the State of New York. The said Company, a foreign corporation organized un- der and by virtue of the laws of the State of , does hereby, pur- suant to the General Corporation Law of the State of New York, and Sec- tion 432 of the Code of Civil Procedure of said State, make the following statement and designation. First. That the business which said corporation proposes to carry on within the State of New York is Second. That attached hereto is a sworn copy of the charter or cer- tificate of incorporation of said corporation and of the whole thereof. Third. That the place within the State of New York which is to be the principal place of business of said corporation is the City of and County of , New York. Fourth. That said corporation hereby designates who has an * President or Vice President, t Secretary or Treasurer. 218 CORPORATION FORMS AND PRECEDENTS^ office or place of business at. No , street in said City of , and whose written consent to such designation duly signed and acknowledged is hereto annexed, as a person upon whom a summons or any process or other paper whereby a special proceeding is commenced in a court or before an officer, except a proceeding to punish for contempt, and except where special provision for the service thereof is otherwise made by law, may be served for said corporation within said State. Fifth. The said corporation has not engaged in business in the State of New York for one year last past. In "Witness Whereof, the said corporation has caused this instrument to be executed by its and its corporate seal to be hereunto affixed, and attested, this day of , 19. . . . [Corporate Seal] STATE OF NEW YORK, I gg. City of and County of On this day of , 19...., before me personally came , to me personally known, who, being by me duly sworn, did depose and say that he resided in ; that he is the of , the corporation described in and which executed the foregoing instrument ; that he knew the seal of said corporation ; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; that attached hereto is a true copy of the charter or certificate of incorporation, and of the whole thereof. Sworn to before me, this day of , 19 . ACCEPTANCE OF APPOINTMENT. I, , the person designated in the foregoing instrument as the person upon whom process against , the corporation therein named, may be served within the State of New York, hereby consent to said designation, and that process against said corporation may be served upon me within the State of New York. My office (or place of business) is at No , street, , New York. Dated ,19 STATE OF NEW YOEK,| County of ( On this day of , in the year one thousand nine hun- dred and , before me personally came , to me known and known to me to be the individual described in and who executed the above consent, and acknowledged to me that he executed the same. CTo this is to be attached a sworn copy of Charter or Certificate of In- corporation.) See generally Cook on Corporations, §§696-700, 758; Clark & M., Corp., §§ 8?4-865. See also Portland Co. v. Hall & Orant Const. Co., 123 N. Y. App. D. 495; Meyers v. Spangenberg & McClean Co., 65 Misc. (N. STATE F0R:\IS. 219 Y.) 475; Gaul v. Keil & Artlie Co., 199 N. Y. 472; American Case & Hegiater Co. v, Gnsvvold, 68 Misc. {N. Y.) 379; System Co. v. Advertisers' Cyclopedia Co., 121 ^^ Y. Supp. 611; KuiuUe Speuce Mfg. Co. v. (Jaius- brough Const. Co., 123 N. Y. Supp. 78.'3; Singer Mtg. Co. v. Granite Spring Water Co., 66 Misc. (N. Y.) 59.0; Hovey v. Proctor A: Gamble Co., 139 .\. Y, App. Div. 521; Johnson v. i\ew York Breweries Co., 178 Fed. 513 101 C. C. A 639, 171 Fed. 980; Chadiloid Chemical Co. v. Chicago Wood Finishing Co. ISO Fed. 770; People v. Priest, 70 Misc. (N. Y.) 69; Hovey v. DeLong Hook & Eye Co., 126 N. Y. Supp. 1; Page Co, v. Sher wood, 125 N. Y. Supp. 1109, 120 N. Y. Supp. 837; 65 Misc. (N. Y.) 513; Seibert v. Dunn, 7U Misc. (N. Y.) 422; Sadler v. Boston & Bolivia Kub- ber Co., 202 N. Y. 547. Form 160. CERTIFICATE OF INCREASE OF CAPITAL STOCK. We, the undersigned, , and , respectively Chairman and Secretary of meeting of the Stockholders of , a corporation, incorporated under the Laws of the State of , held , 191.., for the purpose of increasing its Capital Stock, and. * do certify as follows: That the heretofore authorized Capital Stock of this Company was ($ ), divided into Shares of the stock of the par value of ($ ) each, all of which was actually issued. That a notice of a special meeting of the Stockholders was duly pub- lished in the , a newspaper published in the county where the principal office of the Company is situated, at least once a week for two successive weeks before the date on which such meeting was held, that said notice was duly signed by the President and Secretary of the Company and that the following is a true copy thereof : The said notice was served personally in accordance with the require- ments of the Laws of this State, at least days before such meeting, on each Stockholder of record. The Stockholders, in person or by proxy, representing at least two- thirds of the Capital Stock assembled or were represented by proxy at such meeting, the meeting was duly organized and said was chosen Chairman, and the said Secretary. X, That the following resolution was presented and received the assent of Stockholders representing Shares of the Capital Stock, being more than two-thirds thereof, and was declared duly adopted. (Insert copy of resolution.) In "Witness Whereof, we have made and signed this Certificate in du- plicate this day of , 191 . . Chairman. Secretary. *If President and Secretary of Corporation are not respectively Chair- man and Secretary of the meeting their names should also be inserted in this place. • 220 CORPORATION FORMS AND PRECEDENTS. STATE OF ,| County of I , C'-.airman, and , Secretary, being severally duly sworn, each for himself, deposes and says that he has read the fore- going Certificate subscribed by him and knows its contents, and that the same is true. Chairman. Secretary. Sworn to before me this day of , 191 . . STATE OF :.,| County of j^^ = On this day of , 191. ., before me personally appeared and , to me known and known to me to be the individuals described in and who executed the foregoing Certificate and acknowledged to me that they executed the same. [Notarial Seal] STATE OF ,) ^ss: County of ( and , being severally sworn, do depose and say, each for himself, that said is President and that said is Secretary of Company, the cor- poration mentioned in the foregoing Certificate; that he has read the foregoing Certificate and knows its contents and that the same is true. President. Secretary. Sworn to before me this day of 191 . . Form 161. CAPITAL STOCK REPORT. To the Comptroller of the State of New York: As of the Company, I make the following report of such Company for the year ending , 19...., pursuant to the provisions of Section 182, Chapter 908, Laws of 1896, and acts amendatory thereof. (1) The last preceding report made by this corporation to the comptrol- ler of the State of New York under the provisions of the above Statute was for the year ending October 31, 19. . . . (2) Organized , 19...., under the laws of (3) This Company began business in the State of New York on , 19.... (4) Authorized capital stock of Company $ ( Common (5) Number of shares of stock authorized <^ , ) Preferred STATE FORMS. 221 , . . f Common . (6) Number of shares of stock issued \ ,. . , ^ ^ J Preferred { Common $ . ) Preferred $■ (7) Par value of each share (8) Amount paid into Treasury of Company on each share. . . . ( Common $ • i Preferred $ • (9) Amount of Capital Stock issued for cash or property . .$. (10) Amount of Capital Stock issued for good will, copy- rights, brands, patents, trademarks, formulae, services, etc., other than cash or property $. (11) Amount of common stock on which dividends were de- clared $ • (12) Amount and date of each dividend on common stock ... (13) Rate per cent, per annum of dividends on common stock . . (14) Amount of preferred stock on which dividends were de- clared $ • (15) Amount and date of each dividend on preferred stock . .. (16) Rate per cent, per annum of dividends on preferred stock (17) Nature of business in State of New York and how trans- acted (18) a Place, street and number where such business was con- ducted b Office of the Company (19) Average value of stock carried in the State of New York during the year ending October 31, 19...., $. (20) Average monthly bank balance employed in the State of New York during the year ending October 31, 19. . . ., $. (21) Average value of bills and accounts receivable in State of New York during the year ending October 31, 19...., $• (22) Average value of shares of stocks of other corporations doing business in the State of New York and owned by this company during the year ending October 31, 19...., $• (23) Average value of personal property including bonds, loans on call and other financial securities employed in the State of Xew York, other than heretofore men- tioned, during the year ending October 31, 19...., $. (24) Capital invested in real estate located in the State of New York during the year ending October 31, 19 .... , and where situated $ . (25) Total of assets above enumerated located in the State of New York during the year ending October 31, 19...., $• (26) Average value of stock in trade carried outside the State of New York during the year ending October 31, 19 $• 222 CORPORATION FORMS AND PRECEDENTS. (27) Average monthly bank balance employed outside the State of New York during the year ending October 31, 19...., $... (28) Average value of bills and accounts receivable outside the State of New York during the year ending October 31, 19 , $ (29) Average value of shares of stocks of other corporations owned by this corporation, where such corporations are doing business wholly without the State of New York $ (30) Average value of personal property including bonds, loans on call and other financial securities employed outside the State of New York, other than heretofore mentioned, during the year ending October 31, 19 , ,.. $ (31) Capital invested in real estate located outside the State f New York, during the year ending October 31, 19...., and where situated $ (32) Total of assets located outside the State of New York during the year ending October 31, 19. . . ., $ Liabilities: Bonds $ Mortgages not secured by bonds $ Bills payable $ Accounts payable $ Other liabilities, excluding capital stock . .$ Total liabilities $ (33) Highest bona fide price at which ( Preferred $ stock sold during year ending ) Common $ October 31, 19 , (34) Lowest bona fide price at which ^Preferred $ stock sold during year endinglCommon $ October 31, 19 , (35) Percentage of capital stock of the company employed in the State of New York during the year ending October 31, 19. . . ., in manu- facturing and in the sale of the product of such manufacture (36) Are your goods manufactured for you by others? (37) Do you operate a factory? Remarks. The undersigned, being the of the above Company, esti- mates and appraises the Capital Stock of said Company as follows: shares at dollars cents per share, amounting in the whole to dollars cents. In Witness Whereof, I have set my hand this day of , 19.... (Official Title.) STATE FORMS. 223 STATE OF NEW YORKJ County of I On this day of , A. D. 19...., personally appeared before me, a Notary Public in and for the County of , , of the above named Company, who, being duly sworn accorciing to law, did depoHp and Hay that the foregoing report is just, true and correct and that it inchidefi all dividends of any description declared by said Com- pany during the year ending , 191.., and that he has, according to his best knowledge and belief, a[)praiKed the Capital Stock of the Company as provided by statute, at not less than the average price at which it sold and not less than the difference between its assets and liabilities, exclusive of capital stock. Sworn to before me the day and year aforesaid. Notary Public. 224 CORPORATION FORMS AND PRECEDENTS. NORTH CAROLINA. Form 162. CERTIFICATE OF INCORPORATION of Company. This is to Certify, That we, the undersigned, do hereby associate our- selves into a corporation under and by virtue of the laws of the State of North Carolina, as contained in chapter 21 of the Kevisal of 1905, entitled ' ' Corporations, ' ' and the several amendments thereto, and do severally agree to take the number of shares of capital stock in the said corporation set opposite our respective names, and to that end do hereby set forth: 1. The name of this corporation is Company. 2. The location of the principal office of the corporation in this State is at No , Street, in the of , County of ; but it may have one or more branch offices and places of business out of the State of North Carolina, as vyell as in said State. 3. The objects for which this corporation is formed are as follows: And in order properly to prosecute the objects and purposes above set forth, the corporation shall have full power and authority to purchase, lease and otherwise acquire, hold, mortgage, convey and otherwise dispose of all kinds of property, both real and personal, both in this State and in all other States, Territories and dependencies of the United States; to purchase the business, good-will and all other property of any individual, firm or corporation as a going concern, and to assume all its debts, con- tracts and obligations, provided said business is authorized by the powers contained herein; to construct, equip, and maintain buildings, works, fac- tories and plants; to instal, maintain and operate all kinds of machin- ery and appliances; to operate same by hand, steam, water, electric or other motive power, and generally to perform all acts which may be deemed necessary or expedient for the proper and successful prosecution of the objects and purposes for which the corporation is created. 4. The total authorized capital stock of this corporation is ($ ) Dollars, divided into shares of the par value of ($ ) Dollars each; but the corporation may organize and begin business when ($ ) Dollars of the capital stock, composed of shares, shall have been subscribed for. 5. The names and postoffice addresses of the subscribers for stock, and the number of shares subscribed for by each, the aggregate of which being the amount of capital stock with which the company will commence business, are as follows: ! Name. Postoffice Address. No. of Shares. 6. The period of existence of this corporation is limited to years. STATE FORMS. 225 7. The board of directors of this corporation shall have power, by vote of a majority of all the directors, and without the assent or vote of the stockholders, to make, alter, amend and rescind the by-laws of this corporation. In Testimony Whereof, We have hereunto set our hands and affixed our seals this the day of , A. D. 191 . . [Seal] [Seal] [Seal] Signed, sealed and delivered in the presence of , Witness. STATP] OF ,] Hss: County of I This is to certify that on this day of , A. D. 191 . ., before me, a , personally appeared , J , who, I am satisfied, are the persons named in and who executed the foregoing certificate of incorporation of Company, and I having first made known to them the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the uses and purposes therein expressed. In Testimony Whereof, I have hereunto set my hand and affixed my official seal, this the day of , A. D. 191.. [L- S] See generally notes to Forms 1, 5, 8 and 11, supra. See also Weaver Power Co. v. Elk Mountain Co., 154 N. C. 76; Mclver v. Young Hard- ware Co., 144 N. C. 478; Powell Bros. v. McMullen Lumber Co., 153 N. C. 52; Roberson v. Greenleaf Johnson Lumber Co., 153 N. C. 120. Form 163. CERTIFICATE OF DISSOLUTION BY UNANIMOUS CON- SENT OF ALL STOCKHOLDERS of the Company. The location of the principal office in this State is at No , Street, in the of , County of The name of the agent therein and in charge thereof, upon whom proc- ess against this corporation may be served, is We, the subscribers, being all the stockholders of the Company, a corporation of the state of North Carolina, deeming it ad- visable and most for the benefit of said corporation that the same should be forthwith dissolved, do hereby give our consent to the dissolution thereof, as provided by Chapter 21, Eevisal of 1905, entitled "Corpora- tions," and do sign this consent to the end that it may be filed in the office of the Secretary of State of the State of North Carolina. 226 CORPORATION FORMS AND PRECEDENTS. "Witness our hands, this day of A. D. 191 Officers. President, Residence Vice President, Residence Secretary, Residence Treasurer, Residence Directors. Stockholders. STATE OF ) J. ss: County of ^ , the President, and , the Secretary, of the above-named Company, being duly sworn, each on his oath says that the foregoing consent to the dissolution of said cor- poration has been signed by every stockholder of said Company. Subscribed and sworn to before me, this day of A. D. 191.. See generally as to dissolution of corporations. Cook on Corporations, §§ 628 et seq.; Clark & M., Corp., §§ 302-334. Form 164. AFFIDAVIT OF PUBLICATION OF CERTIFICATE OF DISSOLUTION. STATE OF ,} County of />.T.';i.'. f^' , the Secretary of the Company, being duly sworn on his oath says that the board of directors of the said com- pany have caused the certificate of dissolution of the Company, a copy whereof is hereto annexed, issued by the secretary of state of the state of North Carolina, dated the day of , 19. . . ., to be published in the , a newspaper, published at the city of , and circulated in the county of , being the county in which said company has been located and conducting its business, for the period of four weeks, successively, at least once in each week, commencing on the day of , 19. . . ., as required by Chapter 21 of the Revisal of 1905, entitled "Corporations." Sworn to ajid subscribed before me the day of , A. D. 19.... STATE FORMS. 227 STATE OP NORTH CAROLINA,) County of j of lawful age, being duly sworn according to law, doth depose and say, that he of , a newspaper printed and published in the city of , and county of , and state of North Carolina, and that the notice, of which the annexed printed slip is a true copy, has been published in said newspaper, succes- sively, for the period of . commencing on the day of , 19.'- •■ Sworn to and subscribed before me this day of , 19.... Form 165. ANNUAL STATEMENT OF DOMESTIC CORPORATION. The Company, organized and registered under the laws of the state of North Carolina. The corporation above named, organized and registered under the laws of the state of North Carolina, does hereby make the following statement, in compliance with the provisions of Sec. 1152 of the Revisal of 1905, as amended by Chapter 944, Public Laws 1907: First. The name of the corporation is Second. The location of the principal office is at No , Street , and is the agent upon whom process may be served. Third. The character of the business is Fourth. The amount of the authorized capital stock is $ The amount actually issued and outstanding is $ ; $ paid in cash and $ by purchase of property consisting of Fifth. The names and addresses of all the directors and officers and the term when the office of each expires are as follows: Names of Directors. Address. Date of Election Term of Office. or Appointment. Officers: President, Vice President, 2d Vice President, • • • Treasurer, Secretary, Sixth. The next annual meeting of the stockholders for the election of directors is appointed to be held on Seventh. The name of the corporation has been at all times displayed at the entrance of its registered office, in this state, and the corporation has kept at its registered office in this state a transfer book, in which the transfers of stock are made, and a stock book containing the names and 228 CORPORATION FORMS AND PRECEDENTS. addresses of the stockholders and the number of shares held by them respectively, open at all times to the examination of the stockholders, as required by law. Witness our hands, the day of , A. D. 19 ... . President. Secretary. Form 166. ANNUAL STATEMENT BY A FOREIGN CORPORATION. The Company, organized under the laws of the state of , does hereby make the following statement in compliance with the provisions of Section 1152 of the Bevisal of 1905 of North Carolina, as amended by Chapter 944, Public Laws 1907: First. The name of the corporation is Second. The location of the registered office is at No , Street, , and the location of the principal office in North Carolina is at , N. C, County of , and is the .\gent upon whom process may be served. Third. The character of the business is Fourth. The amount of the authorized capital stock is $ The amount actually issued and outstanding is $ ; $ paid in cash, and $ by purchase of property consisting of Fifth. The names and addresses of all the Directors and Officers, and the term when the office of each expires, are as follows: Date of PJlection Names of Directors. Address. or Appointment. Term of Office. Officers : President, Vice President, 2d Vice President, Treasurer, Secretary, Sixth. The next annual meeting of the stockholders for election of Directors is appointed to be held on "Witness our hands the day of , A. D. 19.... President. Secretary. STATE FORMS. 229 Form 167. APPLICATION FOR DOMESTICATION BY FOREIGN CORPORATION. The Company, orgauized under the laws of the state of , does hereby make the following statement in com- pliance with the provisions of Section 1194 of the Revisal of 1905 of North Carolina : First. The name of the corporation is Second. The location of the registered oflBce is at Number , Street, , and the location of the principal office in North Carolina is at , N. C, County of , and , is the agent upon whom process may be served. Third. The character of the business is Fourth. The amount of the authorized capital stock is $ The amount actually issued and outstanding is $ Fifth. The names and addresses of all the directors and officers, and the term when the office of each erpires, are as follows: Names of Directors. Address. Expiration of Term. Officers: President, Vice President, 2d Vice President, Treasurer, Secretary, Witness our hands the day of , A. D. 19. President. [Corporate Seal] Secretary. See generally Cook on Corporations, §§696-700; Clark & M., Corp., ?;§ 834-865. See as to service of process upon foreign corporations. Cook on Corporations, §758; Clark & M., Corp., §861. See also Black- well's Durham Tobacco Co. v. American Tobacco Co., 145 N. C. 367; Whitehurst v. Kerr, 153 N. C. 76; McDonald v. McArthur Bros., 154 N. C. 122; Coffin v. Haines- Woodbury Lumber Co., 187 Fed. 1005, aflf'g decree 179 Fed. 257. 230 CORPORATION FORMS AND PRECEDENTS. NORTH DAKOTA. Form 168. ARTICLES OF INCORPORATION of Know all I^Ien by these Presents, That we, the undersigned, have this day associated ourselves together for the purpose of incorporating, under the laws of the state of North Dakota, a corporation to be known by the corporate name of And we hereby certify that the objects for which this corporation is formed are That its principal place of business shall be in the of , County of , State of North Dakota. That the term of its existence shall be years from and after the date of its incorporation. That the number of its directors shall be , and that the names and residences of those who shall be directors and serve as such officers until the election of their successors and their qualifications, are: Name. Eesidence. That the Capital Stock of this Corporation shall be Dollars, divided into shares of the par value of Dollars each. In Witness Whereof, We have hereunto set our hands and seals this day of , A. D. 19 Signed and sealed in presence of [Seal] [Seal] [Seal] , ss: STATE OF NORTH DAKOTA,] County of j On this day of i . . . . , in the year A. D. One thou- sand nine hundred and , before me , a notary public in and for county, North Dakota, personally appeared , known to me to be the persons whose names are subscribed to the foregoing instrument, and they severally duly acknowledged to me that they executed the same. Witness my hand and official seal this day of , A. D. 19 Notary Public. of , county of , ss : On this day of , in the year A. D. one thousand nine hundred and , before me , a notary public in and for county, personally appeared , known to me to be the persons whose names are subscribed to the foregoing STATE FORMS. 231 instrument, and they severally duly acknowledged to me that they executed the same. Notary Public. See generally notes to Forms 1, 5, § and 11, supra. Form 169. ANNUAL REPORT— DOMESTIC CORPORATION. Corporation Eeport for 191.. Of , (Under Chapter 11, Article 2, Section 4186, E. C 1905.) Name of Corporation Principal place of jausiness in North Dakota Is oflice maintained at said place as required by law? Nature of business Is corporation engaged in active business under its charter? Capital stock $ Date of chafer , 1 . . . . Officers of Corporation. Postoffice. Term Expires. President Secretary Treasurer General Manager STATE OF NORTH DAKOTA, ] County of j Ij J do solemnly swear that I am of the , a corporation organized under and by virtue of the laws of the state of North Dakota, and that the above answers are true. [Corporate Seal] Subscribed and sworn to before me this day of , 19. . . . Notary Public. Form 170. APPOINTMENT OF ATTORNEY BY FOREIGN CORPORA- TION. Know All Men by These Presents; That , a corporation organized, existing and doing business under and by virtue of the laws of the state of , located in the city of , in said State, does hereby constitute and appoint , Secretary of state of the state of North Dakota and his successors in office, its true and lawful attorney, duly authorized to accept service of process, and upon whom all process in any action or proceeding against it may be served, and the said corporation does hereby stipulate and agree that any process which may be served upon the said attorney shall be of the same force and validity as if served upon it personally in this state. This appointment shall continue in force and shall not be revoked so long aa tmy liability of said Corporation remains outstanding in this state. This 232 CORPORATION FORMS AND PRECEDENTS. appointment is executed in compliance with and under the provisions of Section 4697 of Bevised Codes of 1905 of the state of North Dakota. In Witness Whereof, the said Corporation, by its president, has caused these presents, to be executed, sealed with its corporate seal and attested by its secretary, this day pf , A. D. 191. . Attested: President. Secretary. STATE OF J County of f On this day of , A. D. 19 , before me, a notary public in and for the county of , and state of , personally appeared , president, and , secretary of said corporation, and each being duly sworn deposes and says that they are the president and secretary respectively, of said corporation and that jointly they have full right and authority to execute and sign the fore- going instrument on behalf of and for said corporation, and that the same is as valid and binding as if executed and signed by the board of directors of said corporation. President. Secretary. Subscribed and sworn to before me this day of , A. D. 191.. Notary Public. See generally as to foreign corporations, Cook on Qorporations, §§ 696- 700; Clark & M., Corp., §§834-865. See as to service of process on foreign corporations. Cook on Corporations, §§ 758; Clark & M., Corp., § 861. See also Chesley v. Soo Lignite Coal Co., 19 N. D. 18; Sucker State Drill Co. v. Wirts Bros., 17 N. D. 313; Sioux Eemedy Co. v. Cope, 133 N. W. (N. D.) 683. Form 171. ANNUAL REPORT OF FOREIGN CORPORATION. Corporation Report for 191.. Of (Under Chapter 11, Article 2. Section 4186, R. C. 1905.) Name of Corporation , Principal place of business at (City), State of Is oflBce maintained at said place? Nature of business Is corporation engaged in active business under its charter! Capital stock $ Officers of Corporation. Postoffice. Term Expires. President • • • • Secretary Treasurer General Manager STATE FORMS. 233 STATE OF ) ^. County of ) ] , do solemnly swear that I am of j^ljg a corporation organized under and by virtue of the laws of the state of , and that the above answers are true. Subscribed and sworn to before me this day of , 191 . . [Corporate Seal] Notary PubUc. 234 CORPORATION FORMS AND PRECEDENTS. OHIO. Form 172. THESE ARTICLES OF INCORPORATION of The fc • Company, Witnesseth, That we, the. undersigned * of whom are citizens of the state of Ohio, desiring to form a corporation, for profit, under the general corporation laws of said state, do hereby certify: First. The name of said corporation shall be The Company. Second. Said corporation is to be located at , in county, Ohio, and its principal business there transacted. Third. Said corporation is formed for the purpose of Fourth. The capital stock of said corporation shall be dollars, ($ ), divided into ( ) shares of dollars ($ ) each. In Witness Whereof, We have hereunto set our hands, this day of , A. D. 19.... The State of Ohio, County of , ss. Personally appeared before me, the undersigned, a in and for said county, this day of , A. D. 19. . . ., the above named , and . , who each severally acknowledged the signing of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes therein mentioned. Witness my hand and official seal on the day and year last aforesaid. The State of O'hio, County of , ss. I, , Clerk of the Court of Common Pleas, within and for the county aforesaid, do hereby certify that , whose name is subscribed to the foregoing acknowledgment as a , was at the date thereof a , in a^.d for said county, duly commissioned and qualified, and authorized as such to take said acknowl- edgment; and further that I am well acquainted with his handwriting, and believe that the signature to said acknowledgment is genuine. In Witness Whereof, I have hereunto set my hand and affixed the seal of said Court, at , this day of , A. D. 19 Clerk. (Clerks are required lo use this Certificate and not attach their own.) See generally notes to Forms 1, 5, 8, and 11, supra. See also Warring ton v. Hocking Valley R. Co., 183 Fed. 133; Summers v. Thomas Mfg. Oo., 82 Ohio St. 338. *("Air' or "fi nuyority,") STATE FORMS. . 235 Form 173. FORMS AND SUGGESTIONS RELATIVE TO THE ORGAN- IZATION OF STOCK COMPANIES. These fvirins and siij^fjcKt ions are apiilicalile to the or^janization of co- operative, electric lij^hting, gas, manufacturing, mercantile, mining, oil, printing, publishing, railroad, telephone and telegraph companies and gen- erally to corporations having a capital stock, formed for various purposes under chapter one, title two, part second, of the' Revised Statutes of Ohio, and for whose organization no special provision is made in the subsequent chapters of said title. There are certain classes of corporations, whose powers and capacities are defined by special provisions of the Revised Statutes. The method of incorporating, however, and the form of appli- cation are similar to cor2)orations created under the general statutes. Upon the filing of the articles of incorporation, a copy of such articles is furnished by the Secretary of the State. This copy should be entered in a blank book designed to be a permanent record of proceedings of the incorporators, of the stockholders, and of the directors of the corporation, and called a "Record of Proceedings." This book should be sufficiently large to contain a record of all the proceedings above named. If the corporation be large and the meetings of its directors frequent, the pro- ceedings of stockholders and directors may be recorded in different books; but generally it will not lead to confusion if the proceedings of incorpo- rators, stockholders and directors be all recorded in the same ' ' Record of Proceedings." At the top oi the first page such title should be written as will identify said book, e. g., "Record of Proceedings of the Incor- porators, Stockholders and Directors of (name of corporation)." Imme- diately below an entry should appear, in substance as follows: "On the day of ,19 , and , the persons named below as subscribers of articles of incorporation, desiring for themselves, their associates, successors and assigns, to become a body corporate, in accordance with the general cor- poration laws of the State of Ohio, under the name and style of (name of the corporation) and with all the corporate rights, powers, privi- leges and liabilities en.ioyed under or imposed by such laws, did subscribe and acknowledge, as required by law, articles of incorporation as follows to wit: (Here set out the articles in full, together with the certificate of acknowledgment and the certificate of the clerk of the court of common pleas as to the official character of the officer taking such acknowledgment) ; which articles, together with the certificate of acknowledgment and the certificate of the clerk of the court of common pleas as to the official character of the officer taking such acknowledgment, were, on the day of , 19. . . ., duly filed in the office of the Secretary of State, at Columbus, in said State, and by him recorded, and a certified copy thereof by him furnished to said subscribers." After filing the articles of incorporation in the office of the Secretary of the State, the incorporators must meet and fix a time, or times, and a place, or places, for opening books of subscription ; make an order, in writing, fixing the time or times, and place or places of opening such books of subscription. This notice, if given by a majority of the incorpo- rators only, is required, to be published at least thirty days in some news- 236 CORPORATION FORMS AND PRECEDENTS. paper published in the county where the books of subscription are ordered to be opened. The notice by publication, however, may be waived, in writing, if signed by all the incorporators. The order (and waiver, if waived), should be entered on the record of proceedings in substantially the following form: "On this day of . . . ., 19. . . ., all the incorporators of (name of corporation) met at (name of the place of meeting), to order the opening of books of subscription to the capital stock of said (name of corporation) to fix the time (or times) and place (or places) for such opening and to waive the notice of such opening required to be given by law ; and having agreed upon such time (or times) and place (or places), the following order for, and waiver of notice of,- the opening of such books of subscription, was made in writing by all the subscribers to the articles of incorporation of said corporation: ' ' The (name of the corporation) order for, and waiver of notice of the opening of books of subscription. ., Ohio, , 19. "The undersigned, being ("all," or a "majority,") of the subscribers to the articles of incorporation of The Company, do hereby order that books be opened for subscriptions to the capital stock of said company, at , in the of County, Ohio, on the ;. day of , 19...., at o'clock, .... m. ; and we hereby in writing ("waive" or "order") the notice by publication of the time and place of such opening of books of subscrip- tion, required by law. Incorporators. ' ' On the day ordered for the opening of books of subscription the sub- scribers to the articles of incorporation should have such books prepared. If books have been ordered opened at one place only, but one such book will be needed; otherwise as many books as places will be required. This book need be but small. Ordinarily a book of from twelve to twenty pages will be more than sufficient. The first page of said book should bo entitled and ruled in substance as follows: ' ' Subscriptions to the capital stock of The Company. ' ' We, the undersigned, do hereby severally subscribe for the number of shares of the capital stock of The Company set opposite our respective names, and do hereby agree to pay therefor the sum of $ per share. Names. Shares. And here it may be remarked, parenthetically, in reference to stock, stock certificates, and stock books, that an installment of ten per cent, of each share of stock subscribed shall be payable at the time of the making of the subscription, and the residue shall be paid in such installments, STATE FORMS. 237 and at such times and places, and to such persons, as may be required by the directors of the corporation. (Sec. 3243, B. S.) Moneys paid in on subscriptions should be charjyed to capital on the business ledger of the corporation. On such business ledger, a stock subscription account should be opened with each subscriber, and when the amount of his subscription ia all paid in, the account should be closed. Stockholders who have paid in the whole of their subscriptions are entitled to receive certificates of their paid-up stock; and the president ami secretary of the corporation should; on demand execute and deliver to each such stockholder a certificate showing the true amount of- the stock by him held in the- corporation. It is the duty of the directors, when organized, to keep a record of all stock sub- scribed and transferred, and of the secretary or recording oflBcer to register therein all subscriptions and transfers of stock. For that purpose l>ooks are required to be kept, and whenever any certificate or certificates of stock are assigned and delivered by a stockholder, the assignee shall be' entitled, on demand, to have the same duly transferred upon said books, by such secretary or recording officer, whose duty it shall be at the same time to enroll therein also the name of said assignee as stockholder. (See 3254, R. S., as amended, 81 Ohio Laws, 196.) The corporation must have a "Book of Stock Certificates." The following is a form in common use: Pertificate No. - for Issued to .... Shares Dated , 19.... Transferred from Dated , 19 No. Original Certifi- cate No. Original Shares No. of Shares Trans- ferred Received this Certifi- cate : No. The Company . . . .Shares Capital, $ Par Value, $. . . .Shares, each This Certifies, That is the holder of Shares of Dollars, each, fully paid up, of the Capital Stock of The Company, trans ferable only on the books of the Company, in person or by attorney, on the surrender of this certificate. Witness the seal of said Company and the signatures of its President and Secretary, at , Ohio, this .... day of , 19 [Seal] Secretary. President. On the back of the certificate is usually printed a blank assignment, the form of which may be as follows: For Value Received, I hereby sell, transfer and assign to of the shares of capital stock within mentioned, and authorize the Secre- tary to make the necessary transfer on the books of the Company. Witness my hand this day of , 19. . . . Witnessed by: • • » • « 238 CORPORATION FORMS AND PRECEDENTS. The record of stock transfers is kept in various ways. Some corpora- tions keep one transfer book only, its form combining the features of a journal and ledger. But the better practice is to keep both a stock journal and a stock ledger. By the aid of these books the history of each share of stock can be traced at all times, however often it may have been transferred. There are many forms of such journals and ledgers, almost every bookkeeper having his own ideas on the subject. The following forms will be readily understood, and answer the main purpose desired: STOCK JOUKNAL. STOCK CANCELLED. STOCK ISSUED. s ?■ We, the under- 4* a tn signed, hereby a a) a 2 acknowledge the receipt of u J3 To Whom ID .13 CO the stock set 61 By Whom o Q U3 0) 00 Assigned o 11 opposite our 03 Assigned "q Q c and Issued o ^ !i5 'A » ft o M 1896 1896 Jan. 2 Feb. 29 1 1 From the Ohio Company To William Smith 1 Jan. 2 $1000.00 $1000.00 1 32 Feb.l $1000.0C The hypothetical entries which appear in the last two forms indicate that on January 2d, 1896, John Jones subscribed for ten shares of the capital stock of The Ohio Company, of the total par value of $1,000.00; that his ledger account is on Folio No. 1 of the Stock Ledger; that the number of stock certificates issued to him for such ten shares is No. 1; that he has received and receipted for such certificate; that on February Ist, 1896, he assigned the whole of said ten shares to William Smith; that on February 29th, 1896, said Smith presented said certificate to the secre- tary for transfer, and that a new certificate was issued to him, numbered ,32, which was received and receipted for; that the further history of said ten shares begins in the ledger account of said Smith, on Ledger Folio No. 26; that when said John Jones subscribed for said shares, he was debited in the ledger account with their par value, $1,000.00: that STATE FOKMS. 230 when he sold the same to said Rmitb, he was credited with the same amount; and that, as the debit and credit cohunns in his le ss: County of | , being duly sworn, deposes and says that he is the of The Company ; that he executed the foregoing report in the name of and on behalf of said cor- poration, and caused its corporate seal to be thereto affixed; that h<^ ''A" authorized to make said statement, and to execute the same, uy autnonty of the corporation and further, such corporation has not during the pre- ceding year, directly or indirectly paid, used or offered, consented or agreed 246 CORPORATION FORMS AND PRECEDENTS. to pay or use, any of its money or property for, or in aid of, any political party, committee or organization, or for, or in aid of, any candidate for political office, or for nomination for any sucli office, or in any manner used any of its money or property for any political purpose whatever or for the reimbursement or indemnification of any person or persons for moneys or property so used, and that he is an officer of said corporation, having knowledge of the facts herein set forth, and that the statements contained in said report and in this affidavit are true. Sworn to before me, and subscribed in my presence, this day of , A. D. 19 [Seal] (Do not omit the affidavit. The law requires that the report must be signed and sworn to before an officer, authorized to administer oaths, by the president, vice president, secretary, or general manager and forwarded to the Commission during the month of May.) Form 176. AMENDMENT OF ARTICLES OF INCORPORATION. (Under Sections 8719 to 8723 inclusive of the General Code.) The articles of incorporation of a corporation formed under general laws, may be amended as follows: (o.) So as to change the corporate name; but no corporation shall change its name by amendment to one already appropriated, or to one likely to mislead the public. , (b.) So as to change the location of a corporation. (c.) So as to modify, enlarge or diminish the purposes for which the corporation is formed; but the capital stock of a corporation cannot be increased or diminished by amendment; nor can its original purpose be substantially changed by amendment; nor shall any corporation by amend- ment adopt a purpose which is unlawful. (d.) So as to add thereto anything omitted from, or which might law- fully have besn provided for in such articles originally. 1. Such amendments can only be made by a vote of the holders of three- fifths of the capital stock then subscribed, of a corporation having a capital stock; or by a vote of three-fifths of the members of a corporation having no capital stock. 2. Such amendments may be made at any meeting of the stockholders or members of a corporation, of which meeting, and of the business to come before the same, thirty days' notice has been given by a majority of the trustees -or directors of said corporation, in a newspaper published and of general circulation in the county wherein the corporation is located. Such notice may be in the following form: NOTICE NO. 1. Notice is hereby given to the stockholders \^or members] of [name of the corporation], that on , the day of , 19...., at [the place of meeting], there will be a meeting of the stock- holders [or members] of [name of the corporation], to consider the subject STATE FORMS. 247 of amending the articles of incorporation of said [name of the corporation]. ['The contemplated amendment may be set forth m the notice, but it i.s proba- bly unnecessary.] [Signatures of a majority of the board of directors or trustees.] A copy of the notice, together with proof of publication, should be entered in the corporate minutes. Whenever all of the stockholders, or members, consent thereto in writ- ing, such notice may be waived. Such waiver may be in the following form: WAIVER OF NOTICE NO. 1. :., Ohio, , 19.... We, the undersigned, being all the stockholders [or member.'.» Notary Public for Oregon. See generally as to the voluntary dissolution of corporations. Cook on Corporations, § 628; Clark & M., Corp., §§ 302-334. Form 192. ANNUAL STATEMENT— DOMESTIC CORPORATION. Corporation No Annual Eeport to Secretary of State. The , a corporation organized and existing under and pur- suant to the laws of the state of Oregon, does hereby make the following report in compliance with the provisions of "An Act to provide for the licensing of domestic corporations and foreign corporations, joint stock companies, and associations, etc., ' ' approved February 16, 1903 : The name of the corporation is The location of its principal office is at number , Street, in the of ...,. . .^Jn the county of , state of Oregon. The names of the president, secretary, and treasurer, with the postoffice address of each, are as follows: Names. Office. Postoffice Address. .-. President. Secretary. . . , *^-n,.|>r> Treasurer. ; . The date of the annual election of directors and officers is 'the day of , A. D. 19.... The amount of authorized capital stock is ($ ) dollars. The number of shares is ( ) ; par value of each share ($....) dollars; the amount of capital stock subscribed is ($....) dollars; the amount of capital stock issued is ($ ) dollars; the amount of capital stock paid up is ($ ) dollars. In Witness Whereof, I, , of said corporation, have signed this report this day of , 19 . . . . [Corporate Seal] STATE OF OREGON, ] County of \ T of the above and foregoing named cor- ^ J ) poration, being first duly sworn, depose and say upon oath, that the fore- STATE FORMS. 267 going statement is a full, true and correct statement of the matters therein contained, according to the best of my information, knowledge and belief. Subscribed and sworn to before me this day of , 19. . . . Notary Public for Oregon. Form 193. FOREIGN CORPORATION— DECLARATION OF PURPOSE. Corporation No F'ee Book No Page No Declaration of Purpose to engage in business in the state of Oregon. Know all Men by these Presents, That the , a organized and existing under and pursuant to the laws of , having its principal oflSce at Number , Street, in the of , hereby makes the following declaration of its desire and purpose to engage in business within the State of Oregon, which declaration is accompanied by a duly authenticated copy of its . , in compliance with the provisions of "An Act to provide for the licensing of domestic corporations and foreign corporations, joint stock companies, and associations, etc.," approved February 16, 1903: The full name under which it proposes to transact business is The name of the state or country under whose laws it was organized is The location of its home office is at Number , Street, in the of The date of its formation or incorporation was the day of , 19.... The amount of its capital stock is ($....) dollars. The nature of the pursuit, business, or occupation in which it is authorized to engage is The location of the principal office within the state of Oregon is at Number , Street, in the of ., county of The name of its attorney in fact, constituted and appointed in accordance with the provisions of Section 6 of "An Act to provide for the licensing of domestic corporations and foreign corporations, joint stock companies, and associations, etc.," approved February 16, 1903, is , whose business address is at Number > • • • Street, in the of , in the county of The names and addresses of its principal officers, and of its directors or trustees, are as follows: Names. Office. Postoffice Addresses. The name and residence of its general agent within the state of Oregon is . .• , Number , Street, in the of , in the county of . In Witness Whereof, said corporation, in pursuance of a resolution duly 268 CORPORATION FORMS AND PRECEDENTS. adopted by its board of , has caused this declaration to be signed by its president and secretary, and its corporate seal to be affixed, the day of ,19 [Seal] President. [Seal] [CoRPORATi Seal] Secretary. 8s: I^ , President, and I, , Secretary of the being severally duly sworn depose and say, and each for himself says, that I am President and Secretary, respectively of the , the corporation mentioned in and which executed the foregoing declaration, and that said declaration is a full, true, and correct statement of the matters therein contained according to the best of my information, knovfledge and belief. Subscribed and sworn to before me this day of ,19. •4, Bs: I^ , Secretary of the , being first duly swoin depose and say upon oath that , is the President of said corporation, and that the signature affixed to the above and fore- going declaration is the genuine signature of said ; that the corporate seal hereinbefore attached and impressed herein is the corporate seal of said corporation, and was affixed thereto by me, and that the fore- going declaration was executed for the , by its President and Secretary, pursuant to a resolution of the board of of said corporation, duly adopted on the day of , 19 , so help me God. Subscribed and sworn to before me this day of , 19 . See generally Cook on Corporations, §§696-700; Clark & M., Corp., S§ 834-865 See also La Moine Lumber & Trading Co. v. Kesterson, 171 Fed. 980; Cunningham v. Klamath Lake R. Co., 54 Ore. 13; Cyclone Min. Co. ▼. Baker Light & Power Co., 165 Fed. 996. Form 194. FOREIGN CORPORATION— POWER OF ATTORNEY. Know all men by these presents : That is a corpo- ration duly organized under and by virtue of the laws of , having its principal place of business in , in the state of Oregon. That said has made, constituted and appointed, and does hereby make, constitute and appoint , a citizen of the United States and a citizen and resident of the state of Oregon, residing at STATE FORMS. 269 , Oregon, and whose place of business is at No , Street, its true and lawful attorney in fact and authorized agent for it, and in its name, place and stead to make and accept service of all writs, processes and sununonses in any action, suit or pro- ceeding in any of the courts of the state of Oregon, or United States courts therein and upon whom all lawful writs, processes and summonses may be served with the same effect as though the company existed in the state of Oregon requisite and necessary to give competent and complete jurisdiction of the said to any of the said courts; giving and granting unto said : . . full power and authority to do and perform every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the said might or could do if personally present, hereby ratifying and confirming all that the said , shall lawfully do or cause to be done by authority thereof. This power of attorney is irrevocable except by the substitution of another qualified person for the one hereby appointed attorney in fact. In Witness Whereof, said corporation, in pursuance of a resolution duly adopted by its board of has caused this instrument to be executed in its name by its president and secretary and its corporate seal to be hereto affixed the day of , 19.... [Seal] President. [Seal] [CoRPOKATE Seal] Secretary. [ss: This certifies, that on this day of , 19 . before the undersigned, a , in and for , personally appeared the within named , the President, and , the Secretary of the . . . , the cor- poration mentioned in and which executed the foregoing power of attorney and acknowledged that they executed the same by the authority and on be- half of said pursuant to a resolution of the board of of said corporation, duly adopted on the day of , 19 .... ; and , the Secretary of said , further acknowledged that the corporate seal hereinbefore attached and impressed herein is the corporate seal of said corporation and was affixed thereto by him. In testimony whereof, I have hereunto set my hand and seal this day of , 19 [Seal] See generally as to service of process on foreign corporations. Cook on Corporations, §758; Clark & M., Corp., §861. 270 CORPORATION FORMS AND PRECEDENTS. Form 195. FOREIGN CORPORATION— ANNUAL STATEMENT. Corporation No. ...... Annual Report to the Secretary of State; Year ending June 30, 19.... The , , organized under and pursuant to the laws of , does hereby make the following report in compliance with the provisions of ' ' An act to provide for the licensing of domestic corporations and foreign corporations, joint stock companies, and associa- tions, etc., ' ' approved February 16, 1903. The name of the corporation is The location of its principal oflBce is at Number Street, in the of , in the The names of the president, secretary, and treasurer, with the postoffice address of each, are as follows: Names. Oflfice. Postoffice Address. , President Secretary . .:.:.'»»■» Treasurer The names and postoffice addresses of its managing agents and attorneys in fact in the state of Oregon, are as follows: Managing Agents or Names. Attorney in Fact. Postoffice Addresses. The date of the annual election of directors and officers is the day of , A. D. 19 The authorized capital stock ($ ) dollars; par value of each share ($ ) dollars; the amount of capital stock Subscribed ($ ) dollars; the amount of capital stock issued ($ ) dollars; the amount of capital stock paid up ($ ) dollars. In "Witness "Whereof, I, , of said corporation, have signed this report, this day of , 19. . . . STATE OF , 1 ^ ss * County of ( I^ , being first duly sworn, upon oath depose and say that I am of the ; that the foregoing instrument is a full, true and correct statement of the matters therein contained, accord- ing to the best of my information, knowledge and belief. Subscribed and sworn to before me this day of , 19. statp: forms. 271 PENNSYLVANIA. Form 196. APPLICATION FOR CHARTER. To the Governor of the Commonwealth of Pennsylvania: Sir: In compliance with the requirements of an Act of the General Assem- bly of the Commonwealth of Pennsylvania, entitled "An act to provide for the incorporation and regulation of certain corporations," approved the 29th day of April, A. D. 1874, and the several supplements thereto, the undersigned, of whom are citizens of Pennsylvania, having associated themselves together for the purpose hereinafter specified, and desiring that they may be incorporated, and that letters patent may issue to them and their successors according to law, do hereby certify: First. The name of the proposed corporation is Second. Said corporation is formed for the purpose of Third. The business of said corporation is to be transacted in Fourth. Said corporation is to exist Fifth. The names and residences of the subscribers and the number of shares subscribed by each, are as follows: Name. Residence. No. of Shares. Sixth. The number of directors of said corporation is fixed at and the names and residences of the directors who are chosen directors for the first year are as follows: Name. Residence. Seventh. The amount of the capital stock of said corporation is $ , divided mto shares of the par value of $ , and $ being ten per centum of the capital stock, has been paid in cash to the Treas- "urer of said corporation, whose name and residence are: [Seal] [Seal] [Seal] STATE OF PENNSYLVANIA,) }• 8S : County of J Before me in and for the county aforesaid, personally came the above named , who in due form of law acknowl- edged the foregoing instrument to be their act and deed for the purposes therein specified. Witness my hand and seal of office, the day of , A. D. 19 [SBiAL] ss: 272 CORPORATION FORMS AND PRECEDENTS. STATE OF PENNSYLVANIA,! County of C Personally appeared before me, this day of A. D. 19...., , who being duly sworn, according to law. depose and say that the statements contained in the foregoing instrument are true. Sworn and subscribed before me, the day and year aforesaid. [Seal] (Endorsed) Application of ^ Executive Chamber. Harrisburg, 19 To the Secretary of the Commonwealth: Having examined the within application and found it to be in proper form, and within the purposes of the class of corporations specified in section 'two of the act, entitled "An act to provide for the incorporation and regulation of certain corporations," approved April 29th, A. D. 1874, and the several supplements thereto, I hereby approve the same, and direct that letters patent issue according to law. Governor. Secretary 's Office. Pennsylvania, ss: Enrolled in Charter Book No , Page .... Witness my hand and seal of office, at Harrisburg, this day of A. D. 19 • - Secretary of the Commonwealth. Typewritten List of Signatures. Note. (The letters patent fee on this application will be $30.00. The bonus will be one-third of one per cent, of the authorized capital stock. A type-, written list of all signatures must be placed in blank space above.) See generally notes to Forms 1, 5, 8 and 11. supra. Form 197. NOTICE OF APPLICATION FOR CHARTER. Notice is hereby given that an application will be made to the Governor of the State of Pennsylvania on ,19 , by , , and , under the Act of Assembly of the Commonwealth of Penn- sylvania, entitled "An Act to provide for the incorporation and regula- tion of certain corporations," approved April 29th, 1874, and the supple- ments thereto, for the charter of an intended corporation to be called , the character and object of which is , and for these purposes to STATE FORMS. 273 have and possess and enjoy all the rights, benefits and privileges of the said Act of Assembly and its supplements. Solicitor. Form 198. PROOF OF PUBLICATION OF NOTICE. (Attach copy of notice here.) (Attach copy of notice here.) STATE OF PENNSYLVANIA,] County of ' , being duly sworn, doth depose and say: that he is one of the corporators of the That a notice of which the above are copies, was published in the , a newspaper of general circulation, printed and published in the county of , state of Pennsylvania, on the days of ^ 19. . . ., and in the , a legal journal published in eaid county on the days of , 19. . . ., publication in the said legal journal being in conformity with the requirements of the Act of May 3, 1909, P. L. 386. Sworn to and subscribed before me, this day of , 19. . . Note. — The act of May 3, 1909, P. L. 386, requires publication in a legal journal, if any in the county, in which legal notices usually appear, pro- vided the rates charged by such legal journal are not in excess of the usual and current rates of newspapers of general circulation in the county. Form 199. REGISTRY OF CORPORATION. Office of the Company, , 19. . . . T'- the Auditor General of the Commonwealth of Pennsylvania: Sir: In compliance with the requirements of the nineteenth section of an act of the general assembly of Pennsylvania, approved June 1, 1889, entitled, "A further supplement to an act entitled 'An act to provide revenue by taxation,' approved June 7, 1879," and the several supple- ments thereto, I hereby certify for registration in your office- the following information concerning the company hereinafter named: Name of company, Address of company, Act of assembly or authority under which organized or incorporated. Date of incorporation or organization, . Place and nature of business Amount of capital authorized, Amount of capital paid in, Name and P. O. address of president, 274 CORPORATION FORMS AND PRECEDENTS. Name and P. 0. address of secretary, Name and P. O. address of treasurer, [Seal of Co.] President, Secretary, or Treasurer, (Note. There is a penalty prescribed by law of $500 for each omission to report to the Auditor-General's Department any change in the name or address of 'the oflBcers of a corporation.) Form 200. REGISTRY OF FOREIGN COMPANIES (EXCEPTING FOR- EIGN INSURANCE COMPANIES). Office of the Company, , 191. . To the Auditor General of Pennsylvania: Sir: In addition to the requirements of the Act of May 8, 1901, relating to foreign corporations, limited partnerships and joint-stock associations, and in pursuance to an Act approved June 1, 1889, and the several supple- ments thereto, the said company certifies for registration in your Depart- ment, the following information viz; 1. The name or title of the company is 2. That it was incorporated or organized (date) under the laws of the state of 3. That its principal office is located at ^ .. 4. That its office in Pennsylvania is located at and the duly authorized agent to transact business at said office is 5. That the object and business of the company is 6. That its authorized capital stock is $ Paid in Capi- tal $ 7. That the names and address of its officers are as follows : President (or Chairman). Secretary. Treasurer or Cashier. Address. Address. Address. In Witness Whereof, the seal of the Company is hereto affixed, attested by the signature of its President (or chairman) and Secretary or Treasurer. President (or Chairman). [Seal of Company] Secretary or Treasurer. See generally Cook on Corporations, §§ 696-700. See as to service of process on foreign corporations, Cook on Corporations, § 758. See also Pittsburgh Const. Co. v. West Side Belt E. R. Co., 227 Pa. 90, 219 U. S. 92; Comm. v. Nolde, 44 Pa. Super. Ill; Nat. Cash Register Co. v. Thur- ber, 41 Pa. Super. 187; Stoner v. Phillipi, 41 Pa. Super. 113; Key- stone Wrapping Mach. Co. v. Bromeier, 42 Pa. Super. 384; Hall's Safe Co. V. Walenk, 42 Pa. Super. 576; Colonial Trust Co. v. Montello Brick Works, 172 Fed. 310; In re Palmer Window Glass Co., 183 Fed. 902; Sloss-Sheffield Steel & Iron Co. v. Tacony Iron Co., 183 Fed. 645; af- firmed in 188 Fed. 896; Buffalo Eefr'g Mach. Co. v. Penn. Heat and Power Co., 178 Fed. 696. STATE FORMS. 275 Form 201. FOREIGN CORPORATION— POWER OF ATTORNEY AND STATEMENT. To the Secretary of the Commonwealth of Pennsylvania: Sir: The Company, a foreign corporation in compliance with the act of the general asHembly of Pennsylvania, entitled "An act to regulate the doing of business in this commonwealth by foreign corpora- tions, the registration thereof and service of process thereon, and providing punishment and penalties for the violation of its provisions, and repealing previous legislation on the subject," approved the 8th day of June, 1911, does hereby certify: First. That the title of said corporation is Second. That it is established, organized or chartered under the laws of the state of , with its principal office at Third. The purpose of said corporation is , Fourth. Its principal place of business in the commonwealth of Penn- sylvania, is in , and the postoffice address within the com- monwealth, to which the secretary of state shall send by mail any process against it, served on him, is at No , Street, in the county of , in said commonwealth. Fifth. The said Company does hereby appoint the Secretary of the Commonwealth of Pennsylvania, and bis successor in office, to be its true and lawful attorney and authorized agent, upon whom all lawful process in any proceeding against it may be served, and agrees that service of process on the Secretary of the Commonwealth shall be of the same legal force and validity as if served upon it, the said corporation, and the authority for such service of process shall continue in force as long as any liability remains outstanding against it in the Commonwealth of Pennsylvania. In Testimony Whereof, the said corporation has caused its corporate name to be hereunto subscribed by its President, and its corporate seal to be affixed and attested by its Secretary, this day of , 19. . . . Company, By , President. [Corporate Seal] Attest: , Secretary. Form 202. STATEMENT OF LOCATION OF OFFICE— FOREIGN COR- PORATION. To the Secretary of the Commonwealth of Pennsylvania: Sir: In pursuance of the Act of Assembly of Pennsylvania, approved April 22, 1874, entitled "An Act to prohibit foreign corporations from doing business in Pennsylvania, without having known places of business and authorized agents." I , President or Secretary of , a Foreign Corporation or Company, do hereby certify: 276 CORPORATION FORMS AND PRECEDENTS. That the title of said Corporation or Company is , (Must be full, correct corporate or company title.) . That it is incorporated or formed under the laws of the state of , with the principal office at The object of said corporation or company is The office of said corporation or company in the commonwealth of Penn- sylvania, has been established at No Street, in the , county of in said conimonwealth. The name of its duly organized agent to transact its business at said office is (Write name plainly.) In Testimony WTiereof, I have hereunto set my hand and caused the seal of said company to be affixed, this day of , A. D. 191... [Corporate Seal] President or Secretary. Form 203. FOREIGN CORPORATION— REVOCATION OF AGENCY. To the Secretary of the Commonwealth of Pennsylvania: The Company, a corporation, incorporated under the laws of the State of , does hereby certify: That the said com- pany did on the day of , 191 . . , in compliance with the requirements of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to regulate the doing of business in this Commonwealth by foreign corporations, the registration thereof and service of process thereon, and providing punishment and penalties for the viola- tion of its provisions, and repealing previous legislation on the subject," approved the eighth day of June, 1911, appoint the Secretary of the Com- monwealth of Pennsylvania, and his successor in office, to be its true and lawful attorney and authorized agent upon whom all lawful process in any proceeding against it may be served. That the said Company has against it no outstanding liability in the Commonwealth of Pennsylvania. That said corporation desires to revoke and hereby does revoke the appointment of the Secretary of the Commonwealth, and his suc- cessor in office, as its authoriyed agent in the Commonwealth of Pennsylvania. In Testimony Whereof, The said corporation has caused its corporate name to be hereunto subscribed by its President and its corporate seal to be affixed and attested by its Secretary, this day of , 191 . . . Company, By President. Secretary. STATE OF ,K^. County of ) , being by me duly sworn, deposes and says that he is the of the Company ; that as such officer he has full and accurate knowledge of its affairs; that the foregoing act of revocation of agent is the act and deed of the said corporation, and that the said corporation has against it no outstanding liability in the Common- wealth of Pennsylvania. Sworn to and subscribed before me this day of , 191. .. [Seal] Notary Public. STATE FORMS. 277 Form 204. FOREIGN CORPORATION— CAPITAL STOCK REPORT of tho ( 'oiiiiiaiiy, for the year ending the first Monday of November, 19... To the Auditor General of Pennsylvania: Sir: Agreeably to law as the I'resident (or Treasurer) of the above named Company, I make the following report: 1. Name of Company or Association, 2. Locatiou of home or chief ofHce 3. Location of chief ofHce in Pennsylvania, 4. Name and address of President and Treasurer, , President. , Ti easurer. 5. Amount of Capital Paid In. Avithor'd Shares Capital Stock. Authorized. Shares. Issued. Par Value. Cash. I'roj/irti'. Common, ... .$ $ $ $ Preferred, Total, .. $ $ $ $ 6. General Balance Sheet. Assets. Amount. Liabilities. Amount. Value of Property $ Capital Stock, .$ Bills Receivable, Funded Debt, Cash and Current Assets, g Stocks of other Co 's, ^ , ^ -, , \ Bon.ls of other Co 's, Of''^^" Indebtedness, Profit and Loss, Profit and Loss, Total, $ Total, $ 7. Balance Sheet of Property and Capital in Pennsylvania. Assets. Amount. Liabilities. Amount. Value of Property $ Capital Stock, $ Bills Receivable, Funded Debt, Cash and Current Assets, ^.., p„„„u,p Stocks of other Go's, ^'[^^ % ^ ??' Give detaiLs under "Remarks." Other Indebtedness Bonds of other Co 'S, <"la.sslfy and e.xplaiii under '■Kemarks.' Profit and Loss, Profit and Loss, Total, $ Total, $ Date of Charter ; State of ; Date when the Company began business in Pennsylvania, 8. Date of each Dividends. Amount. Dividend. Sale of Stock. Price. Capital upon which divi- Highest price dends were declared. . . .$ bet. 1-15 Nov. X«7X«* ••••• «Pa*«* Am 't of each dividend Highest price sales during Rate per cent, of each divi- year $. . . . dend Average price of sales during Total am 't of dividends year $ 9. Total actual value of property of all kinds owned by the Com- pany * 278 CORPORATION FORMS AND PRECEDENTS. 10. Total amount of earnings or receipts for the year from all sources $ 11. Total amount of expenditures during the year $ 12. Net earnings for the year $ 13. Actual value in cash of shares at $ per share $ 14. Nature of business transacted in Pennsylvania. If manufacturing, give location of plant. (Answer fully and in detail.) 15. Actual value of property of all kinds owned by the Company in Pennsylvania $ (Give Details Below.) (a) In ownership of real estate in Pennsylvania other than that occupied and used strictly as a manufacturing plant. . .$ (b) In ownership of personal property not employed in man- ufacturing in Pennsylvania $ (c) Average bank account carried in Pennsylvania $ (d) Money on deposit in Pennsylvania bearing interest....! (e) In manufacturing wholly and exclusively employed within the State of Pennsylvania $ (f ) Average value of goods and wares manufactured by others and sold by this company . .$ (g) Average value of goods manufactured by the Company outside of Pennsylvania having been shipped into the State either on consignment, or held by the Company for dis- tribution $ (h) Average amount invested in machinery, etc., leased to residents of Pennsylvania, title of which remains in the Company until fully paid for $ President or Treasurer. Eemarks. STATE OF , ) g. County of ) On this day of , A. D. 191. ., before me, the sub- scriber, a Notary Public (or Justice of the Peace), in and for the county aforesaid, personally appeared , President, and , Treasurer (or Secretary) of Company, who being duly according to law, say that the facts set forth in the foregoing report are true. , President. , Treasurer (or Secretary.) and subscribed before me the day and year last aforesaid. , Notary Public (or J. P.) My Commission expires, Form 205. FOREIGN CORPORATIONS— REPORT OF LOANS. Company. Postotfice Address, Date, , 191. , To the Auditor General of Pennsylvania: In accordance with the provisions of the fourth section of the Act of June 30th, 1885, and the first section of the Act of June 8th, 1891, and the requirements of your Department, I make, as Treasurer of the above named Corporation, the following Eeport of Loans of said company, for said year and I do also hereby ass-ess each and every of the Scrip, Bonds and other evidences of its indebtedness at their nominal value, and report the amount of said Loans and Indebtedness of the Corporation owned by resi- dents and corporations of the Commonwealth, and others as nearly as the same can be ascertained, as hereinafter set forth: Nominal (Par) value of all Funded or other Indebtedness, ("Schedule A) $........ Held and owned by Non-E«sidents of Pennsylvania, (Schedule B), $ STATE FORMS. 279 Held and owned by Individual Residents and Corporations of Pennsylvania, (however held), (Schedules A and B), $. Date of Charter ; Stfite of Treasurer SCHEDULE A. Description of Loans and Indebtedness, with Amount of Each Class. De8crli>tIoii of Debt. Bonds I'otal Amount Dttte of Issue Date of Maturity If no Ititerest Paid, so State. Mortgages, Car Trust Securities, Judgments, Scrip, Notes. Notes discounted or negotiated by Banks, All Other Certifi- cates or Evidences of Indebtedness, Total, $'. Are any of the above obligations issued free and clear of State Tax? Amount, How and by Whom Held, Owned or Possessed. Holders. Character of Debt. Amount. By Individual Residents of Pennsylvania $ By Individual Residents as Trustees, Agents, At- torneys-in-fact or in other Fiduciary capacity, By Pennsylvania Corporations (Name in Schedule B,) as Trustees, Agents, Attorneys-in-fact, or in any other Fiduciary capacity, 280 CORPORATION FORMS AND PRECEDENTS. By Foreign Corporations or Individuals as Trustees, Agents, Attorneys in-fac't, or in any other Fiduciary capacity for tlie use or benefit of Individual Kesi- dents of Pennsylvania, (Name in Schedule B), By Pennsylvania State Banks and Savings Institu- tions (not including National Banks), (Name in Schedule B), By Pennsylvania Corporations (name in Schedule B), including those owned by National Banks, By Non-Residents of Pennsylvania, (owned and held), By Persons whose residences have not been ascer- tained, , SCHEDULE B. Scrip, Bonds, Mortgages, Car Trusts, Judgments or Other Indebtedness of this Company, Owned, Held or Possessed by Corporations, Domestic or Foreign (however held). Including National Banks. Bemarks Here state wheth- er held, owned or possessed in Its Name of Corporation Location. Description of Amount. own right, or as Holding Loan. Debt or Loan. Trustee, Atient or Attorney- In fact or In any other fiduciary capac- ity, County of ss : On the day of A. D. 191..., per- sonally appeared before me, a Notary Public in and for the county afore- said, , treasurer of the said company, who being duly according to law, did depose and sa" that the foregoing report of loans and the attached schedules, with the amounts owned by residents and non-residents of Pennsylvania and corporations, respectively are correct and true. Treasurer. Sworn or (affirmed) and subscribed before me, the day and year last aforesaid. Notary Public. My Commission expires, Form 206. FOREIGN CORPORATIONS— BONUS REPORT. Office of the • • • Company, , 19. . . To the Auditor-General of Pennsylvania: Sir — In accordance with the requirements of the act of the General As- sembly of Pennsylvania, approved May 8, 1901, entitled "An act provid- ing for the raising of revenue fox state purposes by imposing upon certain foreign corporations, limited partnerships, and joint stock associations, a bonus of one-third of one per c,entum upon the capital actually employed in Pennsylvania," and requiring the filing of .certain reports in the office STATE FORMS. 281 of the auditor-general, and in pursuance of other laws now in force, the said company makes the following report for the information of the auditor general : 1. iS'ame of the company or association, 2. Date when the company began business in Pennsylvania, 3. Date of last bonus tax report of this corporation to the auditor-general under the provisions of the above act of Assembly, . 4, Name of state or country in which incorporated or organized, 5. Date of incorporation or organization, 6. Location of its chief office in this state and name of authorized agent. Location. Name. 7. Names and addresses of President and Treasurer. Name. Address. President. Treasurer. 8. Amount of bonded indebtedness, $ 9. Amount of authorized capital stock. Common, $ Preferred, $ Total, $ 10. Amount of capital paid in. Common, $ Preferred, $ Total, $ 11. Amount of capital wholly employed in state of Pennsylvania, 12, Name of place or places at which business was transacted during past year in Pennsylvania, 13, Give nature of business and how carried on 14, The actual or approximate value of the average amount of stock in trade carried by said company in Pennsylvania during the year end- ing November 30, 19. . . , was the sum of $ 15, If capital is employed in, by, or through the ownership or interest in real estate or other tangible property permanently located in Pennsyl- vania, give name, location, assessed value for local taxation, character and actual value of each property 16, Amount of capital employed in Pennsylvania at the time of the filing of the last report, $ 17, If the amount of capital employed in Pennsylvania has been in- creased during the year ending November 30, 19, .. ., give date and amount of such increase, $ President, STATE OF ■■1 r ss: County of On this day of , A. D. 19 before me the subscriber, a notary public, in and for the county aforesaid, per- 282 CORPORATION FORMS AND PRECEDENTS. sonally appeared , president, and , treas iirer (or secretary) of Company, who being duly according to law, say that the facts set forth in the fore- going report are true. President. Treasurer (or Secretaiy). » , and subscribed before me the day and year last aforesaid. Notary Public. My commission expires See Com. v. American Steel Hoop Co., 226 Pa. St. 6. STATE FORMS. 283 PHILIPPINE ISLANDS. Form 207. ARTICLES OF INCORPORATION. of the (Here insert full name of corporation.) Know all Mon by these Presents: That we, a majority of whom are ■esidents of the Philippine Islands, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Philippine Islands. And we hereby certify — First. That the name of saiil corporation shall be the (Here insert full name of corporation.) Second. That the purposes for which such corporation is formed are..... (Here insert in full the purposes of the corporation.) Third. That the place where the principal office of the corporation is to bo established or located is (Here insert place where principal offica is to be established or located.) Fourth. That the term for which said corporation is to exist is fifty years from and after the date of incorporation. Fifth. That the names and residences of the incorporators of said cor- poration are as follows: Name. Whose residence is at Sixth. That the number of directors of said corporation shall be (Here insert number of directors, not less than five nor more than fifteen) and that the names and residences of the directors of the corporation who are to serve until their successors are elected and qualified as provided by the by-laws are as follows, to wit: Name. Whose residence is at Seventh. That the capital stock of said corporation is (Here insert amount of capital stock) pesos, and said capital stock is divided into (Here insert number of shares) shares and the par value of ea'ch is (Here insert par value of each share) pesos. Eighth. That the amount of said capital stock which has been actually subscribed is (Here insert full amount of capital sub- scribed) pesos, and the following persons have subscribed for the number of shares and amount of capital stock set out after their respective names: 284 CORPORATION FORMS AND PRECEDENTS. Amount of capital stock 2same. Residence. Number of Shares. subscribed. Total Ninth. That the following persons have paid on the shares of capital stock for which they have subscribed the amounts set out after their respective names: Amount paid on Name. Residence. subscription. Total Tenth. That (Here insert name of treasurer elected by subscribers) has been elected by the subscribers as treasurer of the corporation to act as such until his successor is duly elected and qualified in accordance with the by-laws, and that as such treasurer he has been authorized to receive for the corporation and to receipt in its name for all subscriptions paid in by said subscribers. Eleventh. (If the corporation be a railroad, tramway, wagon road, tele- graph, or telephone corporation, here insert estimated length of railroad, tramway, wagon road, telegraph or telephone line, provinces through which such line will pass, and all of its intermediate branches and connections.) Twelfth. (If the corporation be a railroad or tramway corporation, here insert gauge of road, motive power to be used, means of applying such power, and materials to be used in the construction.) Thirteenth. (If the corporation be a wagon-road corporation, here insert width of the road, method of construction, and the construction material to be used.) Fourteenth. (If the corporation be a telegraph or telephone corporation, here insert construction material, appliances, method of construction, and system to be used.) In Witness Whereof, we have hereunto set our hands and seals this day of , A.D. 191... Signed and sealed in the presence of : f [Seal] [Seal] [Seal] City or Municipality of.... Province of , V ss : PHILIPPINE ISLANDS. On this day of , in the year A. D. one thousand nine hundred and , before me, , a notary public in and for the , personally appeared (Here insert names of incorporators), known to me to be the persons whose names are subscribed and who executed the within STATE FORMS. 285 instrument, and each of them acknowledged fo nie that he freely and voluntarily executed the same. In Witness Whereof, 1 have hereunto set my hand and aflixed my oflB- cial seal the day and year last above written. Notary Public. City or Municipality of. . . .,"| Province of > >■ ss : PHILIPPINE ISLANDS. J (Here insert name of treasurer elected by subscribers), be- ing duly sworn, deposes and says that on the day of anno Domini nineteen hundred and , he was duly elected by the subscribers named in the foregoing articles of incorporation as treasurer of the corporation to act as such until his successor has been duly elected and qualified in accordance with the by-laws of the corpora- tion, and that as such treasurer he has been authorized by the subscribers to receive for the corporation all subscriptions paid in by subscribers for the capital stock ; that (Here insert amount) i)es. U. 19. . . . Stockholders. Proxies. Number of Shares. ACKNOWLEDGMENT. The People of Porto Rico,] Municipality of ss: and being duly sworn, on their oaths say, that they are respectively the President and Secretary (or Treasurer) of II "; that the consent hereto appended is signed by two-thirds (or more than) in interest of the stockholders of said corpora- tion having voting powers, either in person or by proxy thereunto duly authorized in writing; that they signed said consent as their voluntary act and deed; and that all the requirements provided for in Section 26 of the Law of Private Corporations, approved March 9, 1911, preliminary to the filing of these documents in the office of the Secretary of Porto Rico, have been complied with. President. Secretary (or Treasurer). Sworn to and subscribed before me, this day of A. D. 19 List of Directors and Officers. As required by Section :26 of the Private Corporations Act of March 9, 1911, the following statement is rendered to be filed in the office of the Secretary of Porto Rico. The following is a list of the names and residences of the directors and officers of said corporation: The officers of the corporation are: President, Secretary, 292 CORPORATION FORMS AND PRECEDENTS. Treasurer, Etc., etc., • Dated, , 19 The foregoing statement is correct and true. President. Secretary (or Treasurer). Affidavit of Publication. The People of Porto Rico | Municipality of I ^ the of " , " a corporation organized under the laws of the Island of Porto Eico, being duly sworn, on his oath says, that the board of directors of the said corporation have caused the certificate of consent to the dissolution of " > > ' > issued by the Secretary of Porto Eico, dated the day of , 19...., to be published in the , a newspaper published in the city of , Island of Porto Eico, for the period of four weeks suc- cessively, at least once a week, commencing on the day of , 19. . . ., as required by Section 26 of the Private Corporations Act of March 9. 1911. Sworn and subscribed to before me, this day of A. D. 191.. Form 213. CERTIFICATE OF DISSOLUTION BY UNANIMOUS CON- SENT OF ALL STOCKHOLDERS. (Section 26, Act of March 9, 1911.) We, the subscribers, being all of the stockholders of " , " a corporation organized under the laws of Porto Eico, deeming it advisable and most for the benefit of said corporation that the same should be forth- with dissolved, do hereby give our consent to the dissolution thereof, as provided by Section 26 of the Private Corporations Act of .March 9, 1911, and do sign this consent to the end that it may be filed in the office of the Secretary of Porto Eico. Witness our hands this day of , A. D. 19 The People of Porto Eico ,) Municipality of \ , the President, and , the Secretary (or Treasurer) of the above-named corporation, being duly sworn, on their STATE FORMS. 293 oaths saj that the foregoing consent to the dissolution of said corporation has been signed hj every stockholder of this corporation. President. Secretary (or Treasurer). Sworn and subscribed to before me, this day of A. JX 19 Form 214. VERIFIED STATEMENT FOR FOREIGN CORPORATION. (Section 37, Act of March 9, 1911.) This Writing Witnesseth That: 1. The name of this corporation is 2. The location of its principal oflBce outside of the Island of Porto Rico is and the location of its principal office within the Island of Porto Rico is 3. The object of the business is , and as otherwise specified in the charter or articles of incorporation. 4. The amount of its authorized capital stock is $ Dollars. 5. The amount of its capital stock actually paid in in money is ($ ) Dollars. 6. The amount of its capital stock actually paid in in any other way than money is $ Dollars, and consists of the following items, to wit: $ $ $ Total amount $ 7. The amount of the assets of the corporation is $ D«UArs, and they consist of the following items, to wit: $ $ $ Total amount $ Which sums herein stated are the actual cash value of the assets of the corporation. 8. The liabilities of the said corporation are the following, to wit: $ $ $ Total amount $ of which the sum of $ Dollars is secured upon the following property and in the following manner: , and $ Dollars is unsecured. 9. The names of all the directors and officers, the post-office address of each and the time when the term of office of each expires are as follows : 294 . CORPORATION FORMS AND PRECEDENTS. Date of Expiration of Names of Directors. P. O. Address. Term. Date of Expiration of Names of Officers. Titles. P. O. Addresses. Terms. The president of the said corporation , and the secretary thereof , hereby assert on their oaths that the allegations made in the foregoing statement are true, which statement is attested by the fol- lowing named persons constituting a majority of the board of directors, to wit: In testimony whereof the said president and secretary and directors here- unto subscribe their names at , this the day of , 191.... STATE OF ■'}. County of ( Before me, the undersigned authority personally came and appeared , who are known to me to be the identical persons who signed the foregoing instrument of writing and acknowledged that they had sev- erally signed the same for the purpose and consideration therein expresseC and the said , president, and , secretary, being by me duly sworn upon their oaths depose and say that the allegations therein contained are true. To certify which I hereto attach my official seal and signature at this day of , 191 ... . (The official character of the officer taking the acknowledgment must be certified to by the Secretary of State, or by a county clerk or other officer performing similar duties, or by a United States Consul.) Form 215. CERTIFICATE OF CONSENT TO BE SUED AND APPOINT- MENT OF AGENT. (Section 38, Act of March 9, 1911.) In accordance with the provisions of Section 38 of "An Act to establish a law of private corporations," enacted by the Legislative Assembly of Porto Eico, and approved on March 9th 1911, the , a corpora- tion organized under the laws of , hereby certifies that it has consented to be sued in the courts of the Island of Porto Eico upon all STATE FORMS. 295 causes of action arising against it in the said Island, and that senice of process may be made against ., a resident of the Island of Porto liico, who resides at (1) , in said Island. Witness tlie seal of said corporation, and the signatures of its president and secretary, this day of , 191 .... tlfj/iff^o-'i STATE OF ....,) County of | On this the day of , 191... before me personally appeared and , whose signatures appear to the above and foregoing instrument, and who being by mo duly sworn, depose and say that the signatures to the above instrument are genuine, and that the seal of said corporation affixed to said instrument, is the seal of said corporation, and was affixed by order of the board of directors, and is the genuine act and deed of the said corporation. In Witness Whereof, I have hereunto set my hand and official seal at , the day and year above written. (The official character of the officer taking the acknowledgment must be certified to by the Secretary of State, or by a county clerk or other officer performing similar duties, or by a United States Consul.) (1) The agent, according to law, shall reside in the same town where the principal place of business of the corporation, if it has any in Porto Rico, has been established. Form 216. WRITTEN CONSENT OF AGENT. (Section 39, Act of March 9, 1911.) This Writing Witnesseth, That I, , a resident of , in the Island of Porto Rico, having been designated by , as agent of the said corporation upon whom service of process may be made in all suits arising against said corporation, in the courts of the Island of Porto Rico, do hereby consent to act as such agent, and that service of pro cess may be made upon me, in accordance with the provisions of ' ' An Act to establish a law of private corporations," passed by the Ijegislative As- sembly of Porto Rico, and approved on the ninth day of March, 1911. In Witness Whereof I hereunto set my signature this day of 191... mi- T. , r T, . T> KIO^^IA •'10 > The People of Porto Rico, 1 Municipality of ( Before me the undersigned authority this day personally came and ap- vpeared , known to me to be the person whose name is sub- scribed to the foregoing instrument, designated "Written Consent of Agent," and acknowledged that he had executed the same for the pur- poses and considerations therein stated. 296 CORPORATION FORMS AND PRECEDENTS. In "Witness Whereof, ] have hereunto set my hand and seal of office in the City of , Island of Porto Rico, this day of , 191... Form 217. CERTIFICATE OF SUBSTITUTION OF AGENT. (Section 39, Act of March 9, 1911.) The , a corporation organized under the laws of the State of , does hereby revoke, cancel and annul the appointment of , as its agent, upon whom process may be served, said appoint- ment having been made heretofore and filed in the office of the Secretary of Porto Rico, according to law, and in substitution of the aforesaid designa- tion so filed with the Secretary of Porto Rico, the corporation above named does hereby ratify its consent to be sued in the courts of the Island of Porto Rico, and make, designate and appoint , who resides at , in the Island of Porto Rico, as the agent of said corporation therein and in charge of its principal office, upon whom process against said corporation may be served. Witness the seal of said corporation, and the signatures of its president and secretary, this , day of , 191 . . STATE OF ,) ^ » > ss : County of j On this the day of , 191.., before me personally appeared and , who I am satisfied are the per- sons whose signatures appear to the above and foregoing instrument, and who, being by me duly sworn, depose and say that the signatures to the above instrument are genuine, and that the seal affixed to said instrument is the seal of the corporation therein mentioned, and was affixed by order of the board of directors, and that said instrument is the genuine and volun- tary act and deed of the said corporation. In Witness Whereof, I have hereunto set my hand and official seal at , the day and year above written. (The official character of the officer taking the acknowledgment must bfl certified to by the Secretary of State, or by a county clerk or other officer performing similar duties, or by a United States Consul.) Form 218. REVOCATION OF APPOINTMENT OF AGENT. (Section 39, Act of March 9, 1911.) In accordance with the provisions of section 39 of the Private Corpora- tions Act of March 9, 1911, the " ," a corporation organized under the laws of , having made heretofore and filed in the office of the Secretary of Porto Rico, under the provisions of the corporation laws then in force, a certificate of consent to be sued and of the appoint- STATE FORMS. 297 ment of , as its agent, upon whom" prooess may be served, doeB hereby revoke, cancel and annul said certificate and appointment. Witness the seal of said corporation, and the signatures of its President and Secretary, this day of , A. D. 19. .. President. [Corporate Seal] Secretary. STATE OF ,|^g. County of j On this, the day of , A. D. 19. ., before me personally appeared and , whose signatures appear to the above and foregoing instrument, and who being by me duly sworn, depose and say that the signatures to the above instrument are genuine, and that the seal of said corporation affixed to said instrument, is the seal of said corporation, and was aflBxed by order of the board of directors, and is the genuine act and deed of the said corporation. In Witness Whereof, I have hereunto set my hand and official seal at J the day and year above written. (The official character of the officer taking the above acknowledgment must be certified to by the Secretary of State, a county clerk or other officer performing similar duties, of the State in which he holds office, or in a foreign country, by a U. S. Consul.) Form 219. REVOCATION OF CONSENT OF AGENT. (Section 39, Act of March 9, 1911.) This Writing Witnesseth that I , a resident of in the Island of Porto Rico, having made heretofore and filed in the office of the Secretary of Porto Rico, under the provisions of the corporation laws then in force, my written consent to act as agent of the a corporation organized under the laws of the State of , upon whom process against said corporation may be served, do hereby revoke, cancel and annul said consent. In Witness Whereof, I hereunto set my signature, this day of , A. D. 19... The People of Porto Rico, Municipality of On this, the day of .' , A. D. 191. ., before me person- ally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, and who, being by me duly sworn, acknowledged that he had executed the same as his genuine and voluntary act and deed and for the purposes and considerations therein stated. In Witness Whereof, I have hereunto set my hand and seal of office in the City of , Island of Porto Rico, this day of , A. D. 19... 29« CORPORATION FORMS AND PRECEDENTS. Form 220. ANNUAL REPORT OF FOREIGN CORPORATION. THE ANNUAL REPORT. (Section 41, Act of March 9, 1911.) The Corporation above named, incorporated under the laws of does hereby make the following report in compliance with the provisions of Section 41 of "An Act to establish a law of private corporations," enacted by the Legislative Assembly of Porto Rico, and approved, March 9th, 1911. First. The name of the corporation is Second. The location of its principal oflSce outside the Island of Porto Rico is , the location of its principal office within the Island of Porto Rico is '.,>,.,,.,..., and the agent upon whom process against the corporation may be served is Third. The object of the business is ..,.,. , and as otherwise specified in the articles of incorporation. Fourth. The amount of the authorized capital stock is $ Dollars. Fifth. The amount of its capital. stocJ|;. ^.ctually.jpaid in in money is $ Dollars. ..•.. ^. .,.■ ,-- Sixth. The amount qf its capital stock actually paid in in. any other way than in money is $ Dollars, and consists of the following items, to wit : iJL ^sS.ryiiimm. liS >( ' ''''''^^^. i^. Total amount $. . . Seventh. The amount of the assets of the corporation is $.. Dollars, and they consist of the following items, to wit: . $... , ip. $. Total amount $ • • which sums herein stated are the actual cash value of the corporation. Eighth. The itemized amount of the liabilities of the said corporation is the following, to wit: $ $ $... Total amount $ of which the sum of $ Dollars is secured upon the following property in the following manner : , and .$ Dollars is unsecured. Ninth. The names of all the directors and officers, the post-office address of each and the time when the term of each expires are as follows: STATE FORMS. 299 DATE OF EXPIBATION OF NAMES OF DIRECT0B6. P. O. ADDRESSES. TERMS. DATE or EXPIRATION OF NAMES OK OFFICERS. TITLES. P. 0. ADDRESSES. TERMS. The president of the said corporation , and the secretary thereof , hereby assert on their oaths that the facts stated in the foregoing report are true, which report is attested by the following named persons constituting a majority of the board of directors, to wit: In Testimony Whereof, the said president and secretary and directors have hereunto subscribed their names at , this the day of , 191... STATE OF ,) ' ss ' County of j Before me the undersigned authority personally came and appeared , who are known to me to be the identical per- sons who signed the foregoing instrument of writing and acknowledged that they severally signed the same, and the said , president, and ^ secretary, being by me duly sworn, upon their oaths depose and say that the facts therein stated are true. To certify which I hereto attach my official seal and signature at , this day of , 191. .. (The official character of the officer taking the above acknowledgment must be certified to by the Secretary of State, a county clerk or other officer performing similar duties, of the State in which he holds office, or in a foreign country, by a United States Consul.) 300 CORPORATION FORMS AND PRECEDENTS. RHODE ISLAND. Form 221. ARTICLES OF ASSOCIATION. Know all men by these presents, That we, , all of lawful age, hereby agree to and with each other: 1st. To associate ourselves together for the purpose of constituting a corporation under and by virtue of the powers conferred by Chapter 1212 of the General Laws of Khode Island, 1909. 2nd. Said corporation shall be known by the name of 3rd. Said corporation is constituted for the purpose of engaging in the business of 4th. Said corporation shall be located in 5th, The capital stock of said corporation shall be common stock in the amount of ! . . thousand dollars, to be divided into shares of the par value of dollars each. In testimony whereof, we have hereunto set our hands and stated our resi- dences this day of , A. D. 19 ... . Name. Eesidence. STATE OF RHODE ISLAND,) County of C In the of , in said county this .... day of , A. D. 19. . . ., then personally appeared before me , each and all known to me and known by me to be the parties executing the foregoing instrument, and they severally acknowledged said instrument by them subscribed to be their free act and deed. Notary Public. See generally notes to Forms 1, 5, 8 and 11, supra. Form 222. CERTIFICATE RETURNED TO THE SECRETARY OF STATE. By the , of , pursuant to Section 24 of Chapter 213 of the General Laws of Rhode Island, 1909. Name of the corporation Date of organization Amount of capital stock actually paid in upon organization, $ Amount of increase, $ Amount of increase of capital stock paid in on day of $ Amount of increase of capital stofk paid in on day of $ Amount of increase of capital stock paid in on day of $ Amount of increase of capital stock paid in on day of $ Town where located, STATE FORMS. 301 Name of treasurer and postoflice acidress, T, , Treasurer of the ; , do certify the foregoing statement to be correct. , 191.. -Subscribed and sworn to before me, Form 223. POWER OF ATTORNEY (DOMESTIC CORPORATION). State of Khodc Island and Providence Plantations. Know all men by these presents: That the , a corporation cre- ated by and duly organized, pursuant to the provisions of section 1(5 of Chap- ter 212 of the general laws of said state, 1909, hereby constitutes and ap- points of the . . .c. ... of , in the State of Khode Island, to be its true and lawful attorney, to accept and acknowledf^e service of all process against such corporation in this State, and upon whom all process, including the process of garnishment, against such corporation in this stale may be served, and who in case of garnishment, when the fees therefor shall have been paid or tendered, shall make the affidavit required by law in such cases, and who shall cause an appearance to be entered in like manner as if such corporation had existed and been duly served with process within this state. (A copy of such power of attorney, duly certified and authenticated, shall be forthwith filed with the Secretary of State; and copies thereof, duly certified, shall be received in evidence in all courts of this State. If such attorney shall die, or resign, or be removed, such corporation shall forthwith make a new appointment as aforesaid and forthwith file a copy with said Secretary of State as above prescribed, so that at all times there shall be within this state an attorney authorized to accept service of process and to enter an appearance as aforesaid; and no such power of attorney shall be revoked until after a like power shall have been given to some other com- petent person resident in this State, and a copy thereof filed as aforesaid, pursuant to the provisions of Chapter 212 of the General Laws, passed at the January session, A. D. 1909.) In testimony whereof, the corporation aforesaid has caused its name to be hereto subscribed and its corporate zeal to be affixed by its , for that purpose duly authorized this day of , 19. .. [Corporate Seal] By STATE OF ,) ss ■ County of f In the of , on this day of , 19. ., before me personally appeared the above named ., who is kno'wn to me to bp the of the corporation above named, and 302 CORPORATION FORMS AND PRECEDENTS. described in and who executed the foregoing instrument, who, being by me duly sworn, did depose and say that he is of the , above named, and that he knows the corporate seal thereof; that the seal ailixed to the foregoing instrument is the corporate seal of said corporation and was affixed thereto by order of the Board of Directors of said corpora- tion, and that he has subscribed the name of said corporation thereto by the like order as of said corporation. Subscribed and sworn to before me this day of , 19. .. [Seal] Notary Public. STATE OF RHODE ISLAND,] ss: I, , of the of , in said State, do hereby consent to and accept the foregoing designation this day of .,I^Q; , 19... STATE OF RHODE ISLAND,] ' ss : In the of , this day of , 19. ., personally appeared before me the above named , who is known to me to be the person described in and who executed the foregoing consent and acceptance and acknowledged that he executed the same for the purposes therein mentioned. Before me, [Seai.] Notary Public. Form 224. FOREIGN CORPORATION— POWER OF ATTORNEY. Know all men by these presents, That the , a corporation created by and duly organized under the laws of the state of , and located in the of , in the state of aforesaid, hereby constitutes and appoints of the of in the state of Rhode Island and Providence Plantations, to be its true and lawful attorney, to accept and acknowledge service of all process whether mesne or final, for and in behalf of said corporation, in any action or proceeding against said corporation, which may be brought in any court in the state of Rhode Island and Providence Plantations, including the process of garnishment, and it is hereby admitted and agreed that such serv- ice of process aforesaid shall be taken and held to be as valid and sufficient in that behalf, as if served upon said corporation according to the laws of the state of Rhode Island, and all claim or right of error by reason of such serv- ice is hereby expressly waived and relinquished. This appointment is to continue in force for the period of time and in the manner provided by Chapter 300 of the General Laws of Rhode Island, 1909, and until another attorney shall be substituted and appointed. In testimony whereof, the corporation aforesaid has caused its name to be hereto subscribed and its corporate seal to be affixed by for that purpose duly authorized, this day of , 19. .. [Corporate Seal] STATE FORMS. 303 'I STATE OF County of ( In the of on this day of , 19.., before mo personally appeared the above named , who is known to me to be the of the corporation above named, ami described in and who executed the foregoing instrument, who being by mo duly sworn, did depose and say that he is of the above named, and that he knows the corporate seal thereof; that the seal affixed to the foregoing instrument is the corporate seal of said corporation and was affixed thereto by order of the board of directors of said corpora- tion, and that he has subscribed the name of said corporation thereto by like order, as of said corporation. Subscribed and sworn to before me this day of ,19. [Notarial Seal] Notary Public. STATE OF RHODE ISLAND,] ss Providence, I, of the of in said State do hereby consent to and accept the foregoing designation this day of 19... STATE OF EHODE ISLAND,) Providence, \ ' In the of this day of , 19 . . , personally appeared before me the above named , who is known to me to be the person described in and who executed the foregoing consent and acceptance and acknowledged that he executed the same for the purposes therein mentioned. Before me. [Notarlvl Seal] Notary Public. See generally Cook on Corporations, §§696-700, 758; Clark & M., Corp., §§ 834-865. See also Maertens v. Scott, 33 E. I, 356. 304 CORPORATIOxN FORMS AND PRECEDENTS. SOUTH CAROLINA. Form 225. DECLARATION AND PETITION FOR CHARTER. STATE OF SOUTH CAEOLINA, County of To the Secretary of State of South Carolina: The undersigned petitioners (Give names and postoffice addresses), by this, their declaration would respectfully show: 1st. That their names and residences are as above given. '2x1(1. That the name of the proposed corporation which they desire to form is (A name different from any existing corporation must be selected) 3rd. The place at which it proposes to have its principal place of busi- nes-s, or to be located, is 4th. The general nature of the business which it proposes to do is (Do not recite power given by general law; use general terms.) 5th. The amount of Capital Stock is to be dollars, payable (State when and how payable.) 6th. The number of shares into which the Capital Stock is to be divided is of the par value of dollars each. Wherefore your petitioners pray that the secretary of state do issue to them a commission authorizing them to open books of subscription to the capital stock of the proposed corporation, after days' public notice in the , "a newspaper published in the county of And your petitioners will ever pray, etc. Date, , 19... See generally notes to Forms 1, 5, 8 and 11, supra. Form 226. RETURN OF CORPORATORS. STATE OF SOUTH CAEOLINA,) » T' 4. * fSs: County of ( To the Secretary of State of South Carolina: Whereas did on day of A. D, 19. ., file in the office of the secretary of state of South Carolina a written declar- ation signed by themselves, setting forth: Ist. The names and residences of petitioners to be as above given, 2nd. The name of the proposed corporation to be , with its principal place of business at , and the nature of the busi- ness it proposes to do The amount of the capital stock to be dollars, and the num- ber of shares into which the same is to be divided to be of the par value of dollars each : and Whereas, the above named petitioners were appointed by you a board STATE FORMS. 305 of corporators, the undersigned, being a majority thereof, respectfully certify : Ist. That all the requirements of Title XII, Chapter XLVII, Article 1, of the Civil Code of South Carolina, 1912, and all amendments thereto, have been duly and fully crunplied with, 50 j)er cent, of the aggregate amount of the capital stock having been subscribed by bona fide subscribers. I'nd. That jjursuant to notice j)ublished as required, a meeting was held on , at which a majority of all stock in value being j^resent, in person or by proxy, flic fi)l!()\ving were elected directors: , ;ird. That subsequently there was elected as i)resident • as vice-president ; as secretary ; as treasurer 4th. That over i'() i)er cent, of the capitiil stock subscribed lias been paid to the treasurer. Wherefore your petitioners i)riiy that a cbaitcr be iss:ud in the name and for the purpose indicated in their written dccdaratiou. (Sign here.) Corpuiatdis. Date, ,19... See generally notes to Forms 1, 5, 8 and 11, supra. Form 227. APPLICATION FOR AMENDMENT OF CHARTER. THE STATE OF SOUTH CAROLINA, | County of ^ " To the Secretary of State of South Carolina: Whereas, there was issued by the secretary of state, a charter dated , constituting and'creating into a cor|)oration, under the laws of this state, with its princijial place of business at , and with a capital stock of dolbirs, divided into shares, of the j)ar value of dollars, each, empowering it to engage in the business of The undersigned, a majority of the duly elected and qualified board of directors of the said , hereby certify that a notice ( ;i copy of whicJi is hereto attached) was y)ublished once a week for four suc- cessive weeks in the . . . .• , a newspaper published in the county of of a meeting on , which notice stated the time and place of meeting and the purpose thereof. And further, that said meeting was duly held pursuant to notice and a resolution (a copy of which is hereto attached) was offered and adopted by a ma jority vote, to And further your i)etitioners certify that they have complied in all respects with Section 18S9, Chajtler Xl.VIi uf the Code of Laws of South Carolina, 190i', and all amendments thereto. 306 CORPORATION FORMS AND PRECEDENTS. Wherefore they pray that the charter of the said be so amended. Signed this day of , 19.... Directors. See generally as to the amendment of corporate charters, Cook on Corporations, §§497-503. Form 228. APPLICATION AND STATEMENT BY FOREIGN COR- PORATION FOR DOING BUSIN:ESS. STATE OF ,) County of f To the Secretary of State of South Carolina, Columbia, S. C. The Company, a corporation organized and existing under the laws of the State of , having its principal office at , in said state of , being desirous of doing business in said state of South Carolina and of complying with the laws thereof respecting foreign corporations hereby certifies: 1. That the principal place of business or location in the state of South Carolina is at No , Street, , County of 2. That . . ; , who resides at County, in the state of South Carolina, is agent of this corporation upon whom service of any legal papers may be made ; that said The Company hereby stipulates and agrees that any and all legal papers may be served at said office upon said , or any officer, agent or employee of said The Company, who may be found at said office, by the delivery of the same to said , or any such officer, agent or employee found at said office or location in South Carolina, or if none be found at such office or location, then by leaving copies of said legal papers at such office or location and that such service of such legal papers shall have like force and effect in all respects as service upon citizens of South Carolina found within the limits of said state. 3. That attached hereto and filed herewith are duly authenticated and certified copies of the charter and bylaws of said The Company, with all amendments thereto to the date of these presents, and of the whole of said charter and by-laws and amendments thereto. In witness whereof said The ^ Company has caused its corporate name to be hereunto affixed and subscribed by its president, and its corporate seal to be hereto affixed and attested by its secretary, both of said officers being thereunto duly authorized, this day of , 19 The Company, [Corporate Seal] By Attest: • . Its President. Secretary. STATE FORMS. 307 STATE OF County of . ' [ 88 : Personally appeared before me the undersigned authority on this day of , A. D. 191. ., and , personally known to me to be respectively the president and secretary of The Company, a corporation organized and existing under the laws of the state of , and being by me each duly •worn acknowledged that they are respectively the president and secretary of said The Company, the corporation described in and which executed the foregoing instrument; that the seal affixed to said Instrument is the corporate seal of said Company; that it was so affixed by order of its board of directors and that they respectively signed their names to the above instrument by like order; that the charter of said The Company and the by-laws attached to said instru- ment and referred to therein arc true copies of said charter and by-laws and of all amendments thereto and of the whole thereof. Subscribed and sworn to before me this day of 19.... Notary Public in and for Form 229. DOMESTIC CORPORATION— ANNUAL REPORT. Statement for the fiscal year 19. . . ., of the Company, (a corporation organized and existing under the laws of South Carolina,) made day of February, 19 1. The name of the company 2. Location of principal office .• . 3. Name and post-office address of each of the following officers : Name. Address. President, Secretary, Treasurer, Superintendent and General Manager, Members of Board of Directors, 4. Date of annual election of officers 5. Amount of authorized capital stock and par value of each share: 308 CORPORATION FORMS AND PRECEDENTS. 6. Amount of capital stock, dollarB. Subscribed, dollars. Issued and outstanding, dollars. Paid up, dollars. 7. Nature and kind of business in which company is engaged 8. Place or places of business 9. The following changes have been made since filing the last annual report": Date. Amount of Increase. Date. Amount of Reduction. In Witness Whereof, said corporation has caused its corporate seal to be hereto attached, and this report to be executed, by its president and secre- tary, this day of ,19 [Seal] The Company, By , President. , Secretary. STATE OF County of . ss: being duly sworn, deposes and says that be is the of the Company ; that he executed the foregoing statement in the name of and on behalf of said cor- poration, and caused its corpor£|,te seal to be thereto affixed; that he was authorized to make said statement, and to execute the same, by authority of the corporation, and that the statements thereiit are true. Sworn to before me, and subscribed in my presence, this day of , A, D. 19.... [Seal] Form 230. ANNUAL REPORT OF FOREIGN CORPORATIONS. statement for the Fiscal Year of 191 . . of The Company. Made Day of February, 191.. 1. The name of the Company 2. The nature of the Company, whether person or persons, association or corporation 3. Location of principal office 4. Name of the postoffice address of each of the following officers: Name. Addrees. I'resident, Secretary, Treasurer, Superintendent and General Manager, Members of Board of Directors, STATK FORMS. 309 5. Organized under the laws of the State of 6. Date of annual election of ollicers 7. Amount of authorized capital stock and par value of each share Dollars. 8. Amount of capital stock Dollars. Subscribed Dollars. Issued and outstanding Dollars. Paid-up Dollars. 9. Nature and kind of busincas in which Company is engaged 10. Place or places of business 11. The following are the officers of the Company located in South Carolina, and the names of the officers and agents in charge of its business in South Carolina: Name of Officer. Name of Office or Agency. P. 0. Address. 12. The value of the property owned and used by said Company in Stiuth Carolina and its location is as follows: (Give Value of Each Plant Separately.) Location. Value of Plant. Total value of property in the State of South Carolina, $ Value and location of the property of the corporation outside of South Carolina: Location. Value of Plant. Total value of property outside of the State of South Carolina, $ 13. The proportion of the authorized capital stock of the Company rep- resented by property owned and used and by business transacted in South Carolina is 14. The following changes have been made since filing the last annual report : Date. Amount of Increase. Date. Amount of Eeduction. In Witness Whereof, Said corporation has caused its corporate seal to be hereto attached, and this report to be executed by its President and Secretary, this day of , 191 . . The Company, By President. [SaAL] Secretary. 310 CORPORATION FORMS AND PRECEDENTS. STATE OF County of , '^^' ., being duly sworn, deposes and says that he is the of The Company ; that he executed the foregoing statement in the name and on behalf of said corporation, and caused its corporate seal to be thereto affixed; that he was authorized to make said statement, and to execute the same, by authority of the cor- poration, and that the statements therein are true. Sworn to before me, and subscribed in my presence, this day of , A. D. 191.. [Seal] Office of the Comptroller General, Columbia, S. C, , 191. . Upon an examination of the foregoing report, and from my knowledge of other facts of The Company, 1 find the proportion of the authorized capital stock of said corporation represented by its prop- erty and business in South Carolina to be per cent., viz; Dollars ($ ), upon which I hereby charge and assess a fee of one- twentieth of one per cent., amounting to Dollars ($ ). Comptroller General. See generally as to foreign corporations, Cook on Corporations, §§ 696- 700, 758; Clark & M., Corp., §§834-865. See also N. Y. Life Ins. Co. v. Bradley, 83 S. C. 418. STATE FORMS. 311 SOUTH DAXOTA. Form 231. ARTICLES OF INCORPORATION. of Know all Men by these Presents: That wo, the undersigned , for ourselves, our associates and sucf-essors, have associated ourselves to- gether for the purpose of forming a corporation under and by virtue of the statutes and laws of. the State of South Dakota, and we do hereby certify and declare as follows, viz: I. The name of this corporation shall be II. The purpose for which this organization is formed III. The place where the principal business of this corporation shall bo transacted is , in the county of , state of South Dakota, but a business office may be located at IV. The term for which this Corporation shall exist shall be twenty- five (25) years. V. The number of directors of this Corporation shall be and the names and residences of such who are to serve until the election of their successors are as follows: Names. Kesidences. VI. The amount of capital stock of this corporation shall be and is dollars, divided into shares of the par value of dollars each. VII. The resident agent of this corporation upon whom service of process may be made, shall be of , South Dakota, and service upon him shall be taken and held as due and personal service upon this corporation. (Note: The above article applies only to corporations of this state not doing or carrying on business within this state.) In Testimony Whereof, We have hereunto set our hands this day of , 19 . ss: STATE OF , / County of f " Be It Remembered, That on this day of , A. D. 19 , before me, the undersigned, personally appeared the above named , well and personally known to me to be the same per- sons described in and who executed the foregoing instrument and severally duly acknowledged to me that they executed the same. 312 CORPORATION FORMS AND PRECEDENTS. In Witness Whereof, I have hereunto set my lumd and affixed my official seal at said county the day and year last above written. Notary Public. STATE OF , ) County of I and , being duly sworn each for himself deposes and says: That he is one of the persons described in and who signed the foregoing articles of incorporation as an incorporator therein; that he has read said articles and knows the contents thereof; that the incor- porators intend in good faith to form a corporation for the purpose of the promotion of a lawful business, as set forth in said articles, and not for the purpose of enabling any corporation or corporations to avoid the provisions of chapter 224, Session Laws of 1909, of the state of South Dakota, relating to unlawful trusts and combinations and laws amendatory thereto. Subscribed to and sworn to before me this day of A. D. 19.... Notary Public. See generally notes to Forms 1, 5, 8 and 11, suina. See also Anderson V. Scandia Mining Syndicate, 26 S. Dak. 558; State Banking & Trust Co. V. Taylor, 25 S. Dak. 577. Form 232. AMENDMENT TO ARTICLES OF INCORPORATION. of We and , President and Secretary, respectively, of the , a corporation organized and existing under the laws of the state of South Dakota, hereby certify that said corporation at a meeting of the stockholders of said com- pany, held at its office in the city of , state of , on the day of , 19 .... , amended Article of the Articles of Incorporation so as to read as follows: Article We further certify that there were subscribed and outstanding at said date shares of stock of said Company and no more, and that the vote by which said Amendment was adopted was votes in favor thereof and votes against, being more than two-thirds of the stock outstanding voting in favor of the said amendment. We further certify that said meeting was regularly called and that due and legal notice of the proposed amendment had been given and that the attached copy of notice is a true copy of the notice that was served upon all the stockholders of the and said notice was given in the manner provided by law. In Witness Whereof, We have hereunto signed this Certificate as Presi- STATE FORMS. 313 dent and Secretary, respectively of the said ami caused the seal of said Company to be attached hereto. President of Secretary of ^ S8: STATE OF SOUTH DAKOTA, County of ' Be It Kemerabered, That on this day of , 19. . . ., before me, , a Notary Public in and for said County and State personally came :iii ss ' County of V Before me, the undersigned authority, on this .day personally appeared and known to me to be the persons whose names are subscribed to the foregoing instrument and severally acknowledged to me that he executed the same for the purposes and consid- eration therein expressed. In testimony whereof I hereunto subscribe my name and &&x the seal of my oflBce, this the day of , A. D. 19 ^ [Seal] (Name) (Office) See generally notes to Forms 1, 5, 8 and 11, supra. See also Bank of De Soto v. Eeed, 50 Tex. Civ. App. 102; Standard Underground Cable Co. V. Southern Indep. Tel. Co., 134 S. W. (Tex. Civ. App.) 429. Form 238. AMENDMENT INCREASING CAPITAL STOCK. STATE OF TEXAS, ) ss ■ County of ^ Know all Men by these Presents: That at a meeting of the stockholders of the , held at the office of the company in , Texas, on the day of , 19...., in conformity with the 320 CORPORATION FORMS AND PRECEDENTS. by-laws, thereof, two-thirds of the stock of said corporation was voted to iuerease its capital stock from dollars to dollars. Now, therefore, we, the board of directors of said corporation, in com- pliance with the action of the stockholders, have this day of , 19. . . ., increased the capital stock from dollars to dollars; and we certify that all of said increased capital stock has been subscribed, and 50 per cent paid in as per affidavit hereto attached. In testimony whereof we hereunto sign our names this day of , 19---- (To be signed by a majority of the directors.) STATE OF TEXAS, ) > ss • County of ( Before me, the undersigned authority, on this day personally appeared and , known to me to be the persons whose names are subscribed to the foregoing instrument, and severally acknowledged to me that he executed the same for the purposes and consideration therein expressed. In testimony whereof I hereunto subscribe my name and affiix the seal of my office, this the day of , A. D. 19. . . . [Seal] (Name) (Office) See generally Cook on Corporations, §§492-503; Clark & M., Corp., §57. Form 239. AFFIDAVIT TO ACCOMPANY ORIGINAL CHARTER, OR AMENDMENT TO CHARTER INCREASING CAPITAL STOCK. STATE OF TEXAS, ) ( eg • County of ^ Before me, the undersigned authority, on this day personally appeared J known to me, who having been by me first duly sworn on oath say each for himself: That they are the indentical parties who executed the charter of company as incorporators (or that they comprise the present board of directors of the company), that the full amount of the (in- Creased) capital stock of said company has been in good faith subscribed and $ thereof paid in; that the following are the names and post- office addresses of the parties subscribing to the capital (or increased capi- tal) stock: Name. Postoffice Address. That the amount subscribed by each and the amount paid by each is as follows : STATE FORMS. 321 Name. Amount Subscribed. Amount Paid. That the above subscriptions were paid as follows* Subscribed and sworn to before me this day of A. D. 19.... Notary Public County, Texas. [Note. — Proof of final payment must be made in same manner as proof of payment of original capital stock.] Form 240. AMENDMENT CHANGING NAME OR PLACE OF BUSI- NESS OF A CORPORATION. STATE OF TEXAS, ) County of ( Know all Men by these Presents: That at a meeting of the stockholders of the , held at the office of said company at , Texas, on the day of , 19 , in conformity with the by-laws thereof, a majority of the stockholders of said corporation voted to change the name or place of business (state which) from to Now, therefore, we, the board of directors of said corporation, have this day of , 19...., changed the name or place of business (state which) from to , and wo hereby certify the same to the Secretary of State of the state of Texas. In testimony whereof we hereunto subscribe our names this day of , 19.... (To be signed by a majority of the directors.) STATE OF TEXAS, ) t sg • County of C Before me, the undersigned authority, on this day personally appeared , , and , known to me to be the persons whose names are subscribed to the foregoing instrument and se^'erally acknowledged to me that he executed the same for the purposes and consideration therein expressed. In testimony whereof I hereunto subscribe my name and affix the seal of my office, this the day of , A. D. 19. . . . ( Name ) [Seal] (Office) Soe generally as to amendments to corporate charters, Cook on Corpor- ations, §§ 499-503; Clark & M., Corp., §57. * Here should be added the manner of payment, whether in cash, prop- erty or labor, describing the property or labor. 322 CORPORATION FORMS AND PRECEDENTS. Form 241. CERTIFICATE OF DISSOLUTION. STATE OF TEXAS, ) County of X Know all Men by these Presents: That we, the undersigned, being all of the stockholders of the , of , Texas, a corporation duly organized under the laws of the State of Texas, do each hereby consent, as evidenced by our respective signatures hereto attached, that the said Company shall from and after the date of filing hereof in the oflSce of the Secretary of State of the state of Texas, be dis- solved, as provided by law. Stockholders. Stockholders. We, the undersigned, President, Secretary', and Treasurer, of the aforesaid corporation, do hereby certify that the above- and foregoing consent to the dissolution of the Company is the true and correct action of all the stockhold- ers of said Company; and we further certify that the names and addresses of all the oflBcers and directors of said Company are as follows: Officers. Names. PostoflBce Address. ' ' Directors Names. PostoflBce Address. In testimony whereof we have hereunto set our hands this day of , 191.. , President. , Secretary. , Treasurer. Subscribed and sworn to before me, the undersigned authority, on this day of , A. D. 191.. [Seal] Notary Public, County, Texas. (Note. — "Where one party is both an officer and director, note same by giving title of each oflfice.) See generally Cook on Corporations, § 628; Clark & M., Corp., §§ 332-334. STATE FORMS. 323 Form 242. ANNUAL REPORT OF CORPORATIONS. STATE OF / 88; County of Before me, the undersigned authority' duly empowered to administer oaths iu the State and County aforesaid, personally appeared , president (or other oHicer) of the Company, a corporation duly organized and existing under and by virtue of the laws of the state of , and having its principal office at , in the County of , in said state of , the said being personally known to me, and having been duly sworn on oath, says: That the total authorized capital stock of said Company is $ That the total amount of its capital stock issued and out- standing on March 1st, 191. ., was $ That the total amount of its surplus and undivided profits on March 1st, 19 , was $ Total $ [Corporate Seal] Syvorn to and subscribed before me this the day of . . ., A. D. 19 , at Notary Public. The above affidavit is required by sections 4 and 5 of the Acts of Texas, 1907, page 504, and must be filed between the first and tenth days of March of each year and show the condition of the corporation on the first day of March 'of such year. It may be made by the president, vice president, general manager, secretary, treasurer and superintendent. Both domestic and foreign corporations are required to make this annual report. Form 243. FOREIGN CORPORATION— APPLICATION FOR PERMIT TO DO BUSINESS IN THE STATE OF TEXAS. duly incorporated under the laws of , hereby makes application for permit to do business in the State of Texas. 1. The name of said corporation is 2. *The permit it desires is for the business which said business it is permitted to do in the State of , being the State where it is incorporated under the laws of said State, and which business it is now actually engaged in in said State. 3. The home office of said company is at and its business in Texas is to be transacted at Name and address of agent in Texas and its principal place of business and principal office in t the State of Texas is at *Purposes must be limited as expressed in some one subdivision Art. 642, page 1, and also authorized by Articles of incorporation. flf incorporated in a foreign country and has no principal office in Texas, then give the principal place of business and principal office in the United States. 324 CORPORATION FORMS AND PRECEDENTS. 4. The number of directors are and the names and residences of its present directors are: residence residence residence residence residence 5. The authorized capital stock of said company, subscribed or unsub- scribed, is , divided into shares of each. This application is accompanied by a copy of the original articles of incorporation, together with all amendments thereto, of said company, certified to under the hand and seal of * , the keeper of the records of articles of incorporation in the said State of (Must be signed officially by president and secretary or board of direc- tors.) ■•1 88 : STATE OF County of Personally before me the undersigned authority on this day appeared and , known to me to be the persons who3(3 names are subscribed to the foregoing instrument, who each for himself acknowledged to me that he executed the same for the purposes and con- sideration therein expressed, and in the capacity therein stated. And the gaid being further duly sworn on oa,th says that the capital stock of said company subscribed or unsubscribed is and no more, and th: It (one hundred thousand dollars has been paid in. )50 per cent of the same has been subscribed and 10 per cent paid in. Witness my hand and official seal at this day of A. D. 19.... [Seal] See generally Cook on Corporations, §§696-700; Clark & M., Corp., §§ 834-865. See as to service of process on foreign corporations, Cook on Corporations, §758; Clark & M., Corp., §861. See also Continental Oil & Cotton Co., V. Van Winkle Gin & Machine Works, 131 S. W. (Tex. Civ. App.) 415; Southwestern Tel. & Tel. Co. v. City of Dallas, 131 S, W. (Tex. Civ. App.) 80; Ft Worth Glass & Sand Co. v. Smythe Co., li'S S. W, (Tex. Civ. App.) 1136; City of San Antonio v. Salvation Army, 127 S. W. (Tex. Civ. App.) 860; Geiser Mfg. Co. v. Gray, 126 S. W. (Tex. Civ. App.) 610. t Erase clause not applicable. STATE FORMS. 325 Form 244. ANTI-TRUST AFFIDAVIT. STATE OF , ) County of f " Before me, the undersigned authority, on this day personally appeared , President of the , who being by me first duly sworn, deposes and says: That the is not a trust or organization in restraint of trade in violation of the laws of the State of Texas; that it has not, within twelve months next preceding the date of this affidavit, entered into any combination, contract, obligation or agreement to create, or which may tend to create or carry out any restrictions in trade or com- merce or aids to commerce, nor to fix, maintain, increase or reduce the price of any merchandise, produce or commodity, or any article of com- merce, nor to prevent or lessen competition in the manufacture, making, transportation, sale or purchase of any merchandise, produce, or com- modity or any article of commerce, or in the preparation thereof for market; nor to fix or maintain any standard or figure whereby the price of same is or has been in any manner affected, controlled or established. That it has not, during said time, entered into, executed or carried out any contract, obligation or agreement with any other person, cor'poration or association of persons not to sell or dispose of any commodity or article of commerce below a common standard or figure, or to keep the price thereof at a fixed or graded figure, or to preclude a fair and unrestricted competition in the sale of any commodity or article of commerce, or to regulate, fix or limit the output thereof, or to abstain from engagmg in or continuing business or from the purchase or sale of any commodity or any other article of commerce partially or entirely within the State of Texas or any portion thereof. Affiant further says that t*he said has not, within twelve months next preceding the date of this affidavit, either directly or through the instrumentality of trustees or otherwise, acquired the shares or cer- tificates of stocks or bonds, franchises or other rights or the physical properties or any part thereof of any other corporation or corporations for the purpose of preventing or lessening, or which tends to affect or lessen competition. That it has not within said time entered into any agreement or understanding to refuse to buy from or sell to any other person, corporation, firm or association of persons any commodities or articles of commerce, nor entered into any agreement to boycott or threatened to refuse to buy from or sell to any person, firm, corporation or association of persons for the buying from or selling to any other person, firm, corporation or association of persons. Affiant further says that no officer of the said has within his knowledge, during said twelve months, made on behalf of it or for its benefit, any such contract or agreement as is specified in this affidavit. 326 CORPORATION FORMS AND PRECEDENTS. Sworn to and subscribed before me, this the day of A. D. 19 at •} Notary Public in and for County, (Note. — The above affidavit must be subscribed and sworn to by the president or vice-president or secretary or treasurer or two of the directors of the corporation applying for a permit.) STATP] FORMS. 327 UTAH. Form 245. ARTICLES OF INCORPORATION OF LAUNDRY COMPANY. Know All Men by These Presents, That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of Utah, and we hereby certify: I. That the name of said corporation is " . Laundry Com- pany. ' ' II. Said corporation is organized at, and the place of its general business shall be at, Salt Lake City, Utah, at which place its principal place of business shall be established; but branch places of business, — each complete in itself for the carrying on of business, — may be estab- lished at such other cities in this state as the board of directors may deem advisable. III. The names of the incorporators, their place of residence, and the amount of stock each party has subscribed, are as follows, viz. : Name of Place of Number of Incorporators. Residence; Shares. Par Value. Trustee. IV. The term for which this company is to exist is One Hundred (100) years from and after the date hereof. V. The capital stock of this corporation shall be Twenty-Five Thou- sand ($25,000.00) Dollars, divided into Two Thousand Five Hundred (2,500) shares, of the par value of Ten (10) Dollars per share, which shall be paid in cash. Said stock shall be and is fully paid up and non-assessable. VI. All of the stock subscribed for by the above named , Trustee, in paragraph III hereof, shall be held for the benefit of the corporation, in trust, as treasury stock, and said has no property right in nor personal liability to pay for, said stock. Said treasury stock shall be sold for cash only; but the board of directors may fix the price thereof at such sum as they may deem to the corporation's best interests, or may sell the same on installments holding the stock as collateral until fully paid for. VII. The purpose for which this corporation is formed is to operate and carry on a general laundry business at Salt Lake City, LTtah, and such other cities as the board of directors may deem advisable; and to that end the corporation is empowered to rent, lease or buy any and all prop- erty — both real and personal, — that the board of directors may deem ad- visable, or expedient, in carrying on said business. VIII. The private property of the stockholders shall not be liable for corporate debts. IX. Two members of the board of directors shall be necessarv to 328 CORPORATION FORMS AND PRECEDENTS. form a quorum and be authorized to transact the business and exercise the corporate powers of this company. X. The officers of this corporation shall be a president, a vice-president, a secretary and a treasurer, who shall each hold office for the term of one year, and until their successors are appointed and qualified. The directors shall from their members appoint the above named officers at their first meeting after the regular annual meeting of stockholders; except only that the secretary and treasurer need not be a director, or directors. One person may be both secretary and treasurer, or one person be secretary and another, treasurer at the option of the board of directors. Said officers shall perform the duties usually performed by 'such officers of commercial corporations, but the board of directors shall have power to adopt by-laws defining, or limiting, the authority and duties of any and all officers of this corporation. XI. Eegular annual meetings of stockholders shall be held on the second Monday of April in each year for the election of directors and the tran- saction of such general business as may properly come before the stock- holders at such meetings, and at such meetings the secretary and treasurer shall submit complete records showing the financial condition of the cor- poration. Each stockholder shall be entitled to one vote for each share of stock owned by him, which he may cast in person or by written proxy. Special meetings of stockholders may be called by the board of directors in the manner provided by law, and must be called whenever the owners, as «hown by the company books, of 25 per cent or more of the capital stock of the corporation, in writing, request the board to call a special meeting of stockholders. XII. Any officer of this corporation may resign on giving *. . . . days written notice to the board of directors, and the board of directors shall fill the vacancy for the unexpired term of such officer. Also, at any regular, or special stockholders' meeting, any officer may be removed from ofl&ce by a two-thirds vote of all the stockholders voting in favor thereof; and a successor shall be appointed, or elected, as the case may be, to fill the unexpired term; provided that no officer removed by stockholders' vote shall be re-appointed to any office in this company without a two- thirds vote of stockholders in favor thereof. XIII. The board of directors shall consist of persons, elected by the stockholders for a term of one year each, to be elected at each regular annual stockholders' meeting; provided that at the first regular annual stockholders ' meeting there shall be directors elected, all for one year. No person shall be eligible to the office of director of this corporation who is not the owner and holder of at least shares of stock as shown by the corporation 's books. The board of directors shall select and appoint such employes and agents as they may deem advisable, and define the authority of each and prescribe his duties. XIV. Until their successors are elected and qualified the following named persons shall be the officers of this corporation, namely: shall be director and president. shall be director and vice-president. shall be director, secretary and treasurer. STATE FORMS. 329 shall be director, shall be director. hi Witness Whereof, We have hereunto set our hands this day of , A. D. 19 Witness, STATE OF ,^ Trustee. ss: Ocunly of I , , and , being duly sworn, says, that it is bona fide their intention to commence and carry on the business mentioned in the foregoing agreement and that the affiants verily believe that each party to the agreement has paid, or la able to and will pay, the amount of stock subscribed for by him; that at least ten per cent of the stock subscribed for by each stockholder has been paid in, and that not less than ten per cent of the capital stock of the corporation has been paid in. Subscribed in my presence and sworn to before me this day of , 19...; [Seal] Notary Public. STATE OF UTAH,) V ss ' County of Salt Ijakef On the day of , A. D. 19. . . . personally appeared before me and ; and on the day of , A. D. 19 ... . personally appeared before me , , and , and trustee, the signers of the foregoing articles of incorporation, who each duly acknowledged to me that they executed the same. My commission expired , 19,,.. Notary Public. See generally notes to Forms 1, 5, 8 and 11, supra. See also Rolapp v, Ogden & N. W. R. R. Co., 37 Utah, 540; Carey v, St. Joe Mining Co., 32 Utah, 497; Ellsworth v. Lyons, 181 Fed, 55. Form 246. ACCEPTANCE OF CONSTITUTION AND APPOINTMENT OF ATTORNEY BY FOREIGN CORPORATION. We , president and , secretary of , a corporation organized and existing under the laws of the state of , with its principal office at in said state of , hereby certify that at a meeting of the board of directors 330 CORPORATION FORMS AND PRECEDENTS. of said corporation, held on the day of , A. JX 19.... at the office of said corporation, a quorum being present the fol- lowing preamble and resolutions were unanimously adopted: * ' Whereas this corporation desires to be admitted to transact business in the State of Utah. Besolved, That in pursuance with the provisions of the Constitution and laws of the state of Utah, this corporation hereby accepts the pro- visions of the Constitution of the State of Utah as binding upon this corporation, and, Further Resolved, That residing in the county of , in the State of Utah, such county be\ng the county in which the principal office of this corporation in Utah is to be located, be and he is hereby appointed the attorney or agent of this corporation upon whom process issued under or by Authority of any law of said state of Utah, may be served and any such process so served upon said agent shall be valid and binding on this corporation. ' ' In Witness Whereof, we have hereunto subscribed our names hereto as president and secretary, respectively, of said corporation, and affixed the corporate seal of said corporation this day of A. D. 19 » President. [Corporate Seal] Secretary. See generally Cook on Corporations, §§ 696-700. _ See as to service of process on foreign corporations. Cook on Corporations, § 758. See also Bristol V. Brent, 38 Utah, 58. STATE FORMS. 331 VERMONT. Form 247. ARTICLES OF ASSOCIATION. of the We, The Subscribers, Hereby associate ourselves together as a corpora- tion under the laws of the state of Vermont, to be known by the name of for the purpose of , at , in the county of -, in the State of Vermont, with a capital stock of dollars, divided into shares of dollars each. Dated at , in the County of , this day of , A. D. 19.... Subscribers. Post Office Address. See generally notes to Forms 1, 5, 8 and 11, supra. Form 248. CERTIFICATE OF PAID-UP CAPITAL STOCK. of the We ". president and clerk of , a corporation organized and existing under the general laws of the state of Vermont, and having its principal place of business at , in the county of and state of Vermont, hereby certify that the authorized capital stock of said corporation is dollars, and that the sum of dollars has been actually paid into the treasury of said corporation. Dated at , in the county of , this day of , 19.... • , President. , Clerk. STATE OF VERMONT, ) ^^ County ( At in said county, this day of , A. D. 19 , the said , president and , clerk of , personally appeared and made oath to the truth of the fore- going certificate by them subscribed, in due form of law. Before me, (Here write official title, as Notary Public, Justice of the Peace, etc.) See generally Cook on Corporations, §§ 176-181, 243; Clark & M., Corp., §§503-51L 382 CORPORATION FORMS AND PRECEDENTS. Form 249. CERTIFICATE OP INCREASE OF CAPITAL STOCK of the We, the undersigned, President and Clerk of ...,,. , a corporation organized and existing under the general laws of the state of Vermont, and having its principal place of business at in the county of in said state, hereby certify that at a meeting of the stockholders of said corporation, duly called for that pur- pose, and held at , in the county of in said state, on the day of , A. D, 19. . . ., it was voted to increase the capital stock of said corporation dollars, to be divided into shares of dollars each. Dated at in the county of this day , President. , Clerk. STATE OF VERMONT, | County ( At in said County, this day of , A. D. 19. . . ., personally appeared the above named president, and clerk of , and made oath to the truth of the foregoing certificate by them subscribed in due form of law. Before me, Justice of the Peace. See generally Cook on Corporations, §§279-298; Clark & M., Corp., §§ 405-412. Form 250. CERTIFICATE OF REDUCTION OF CAPITAL STOCK. of the We, The Undersigned, President and Clerk of , a corpora- tion organized and existing under the general laws of the state of Ver- mont, and having its principal place of business at , in the County of , in said State, hereby certify that at a meeting of the stockholders of said corporation warned for that purpose, and held at » . . . . in the county of in said state, on the day of , A. D. 19...., it was voted by the owners of two-thirds of the capital stock of said corporation to reduce the capital stock of said corporation dollars, making the same when so reduced dollars, divided into shares of dollars each. We further certify that the amount of the debts and liabilities of said corporation at the time of said reduction did not exceed two-thirds of its capital as reduced. Dated at in the county of , this day (iX •••••••«••••■ ^V« XJm J.«/ • • • • I , President. , Clerk. STATE FORMS. 333 STATE OF VERMONT, ) County ( At , in said county, this day of , A. D., 19. . . ., personally appeared the above named , jiresident and , clerk of and signed and swore to the foregoing; certificate. Before me, (Here write official title, as Notary Public, Justice of the Peace.) See generally Cook on Corporations, §§ 279-298. Form 251. CERTIFICATE OF CHANGE OF CORPORATE NAME. of the I, , Clerk of , a corporation organized and existing under the general laws of the State of Vermont, and having its principal place of business at in the County of in said state, hereby certify that at a meeting of the stockholders of said corporation, duly warned for that purpose, and held at in the county of in said state, on the day of , A. D. 19... ., it was voted by a two-thirds vote of the stockholders, repre- senting two-thirds of the capital stock of said corporation to change the name of said corporation from to The total number of the shares of the corporation is Whole number of shares voting Number of votes in favor of change Dated at , in the county of , this day of , A. D. 19 Clerk. See generally Cook on Corporations, § 15 ; Clark & M., Corp., § 55. Form 252. CERTIFICATE OF CHANGE OF DOMICILE. of the I, , Clerk of , a corporation organized and existing under the general laws of the state of Vermont, and having its principal place of business at , in the county of in said state, hereby certify that at a meeting of the stockholders of said corporation, duly warned for that purpose, and held at , in the county of , in said state, on the day of , A. D. 191. ., it was voted by a two-thirds vote of the stockholders, repre- senting two-thirds of the capital stock of said corporation, to change the domicile of said corporation from , aforesaid to , in the county of , in said state. The total number of shares of the corporation is Whole number of shares voting Number of votes in favor of change 334 CORPORATION FORMS AND PRECEDENTS. The substance of the vote anthorizing such change is as follows: Dated at in the county of , this day of , A. D. 19 , Clerk. Form 253. ANNUAL LICENSE TAX RETURN. 19... statement of the Company. The answers to the following interrogatories are true and correct state- ments touching the above named corporation, made in compliance with the provisions of Chapter 35 of the Public Statutes. 1. What is the correct name of the corporation making this return? 2. What is the location of its principal office? 3. Under the laws of what state or government was it incorporated? 4. What office does the person subscribing this return hold in said cor- poration ? 5. If a Vermont corporation, what is the name and post office address of its clerk or secretary? 6. If a Vermont corporation organized since February 1, 19 , give the date on which the incorporators held their first meeting for the purpose of organizing under its charter or articles of association 7. If a foreign corporation to which a certificate has been issued by the Secretary of State since February 1, 19 , give the exact date at which such corporation first began to do business or to exercise any corporate function in the State of Vermont. 8. How much capital stock, if any, is authorized by its charter or articles of association? 9. What amount of the capital stock, if any, has been issued? 10. If such corporation is not authorized to issue capital stock but is carried on in whole or in part upon the mutual or co-operative plan, what is the gross amount of its assets of every description? Total Annual License Tax for 19 $ (Signature) (Official Character) STATE OF ,)gg. County of \ At , in said county on this day of , 19. . . . personally appeared and made solemn oath that the above statement by him signed is true. Before me, STATE FORMS. 335 Form 254. FOREIGN CORPORATION— RETURN FOR REGISTRA- TION. Returns by the Company, for the purpose of registration in the State of Vermont. The Company, a corporation created and existin;^ under and by virtue of the laws of and having its principal oflico or place of business at No , street, in the of in the county of and state of hereby represents that upon the issuance to it by the secretary of state of the proper certificate authorizing it to do business in the State of Vermont, it proposes to therein engage in the business of Pursuant to the provisions of tlie statute in such case made and pro- vided, said corporation herewith tiles a copy in the English language of its charter or articles of association which is hereby referred to and made a part hereof; and jiereby represents that its principal office in the State of Vermont is to be located at in the county of Said corporation hereby designates and appoints , a resi- dent of in the county of and State of Ver- mont, whose office or place of business shall be located at said , as a person upon whom process against said corporation may be served within the State of Vermont, and to whom all notices relating to corporate taxation under the provisions of the laws of Vermont, shall be delivered. In witness whereof, at in the County of and State of , on this day of , A. D. 19. . . ., said corporation doth hereunto cause its corporate name to be subscribed and its corporate seal to be affixed by its who is by said corporation duly authorized so to do. [Affix Corporate Seal] By (Please insert copy of charter or articles of association, between the second and third pages of this blank, and attach the same hereto by fastening at the top, if practicable.) I, of in the county of and State of on oath depose and say that the foregoing is a true and examined copy of the * with all the amendments and additions thereto, under which the said Company is organizei and nov? operating. STATE OF ) SS ! County of ( At said County, on this day of A. P. 19 ])ersonally appeared and made oath in due form of law that the foregoing affidavit by him subscribed is true. Before me, (•Insert here the words "charter" or "articles of association.") 336 CORPORATION FORMS AND PRECEDENTS. Ketain one copy of this statement : forward one to Sec- retary of State, at , Vermont, and one to , Com- missioner of State Taxes, at , Vermont. The required fee of two dollars payable to the Secretary of State and a like sum payable to the Commissioner of State Taxes must accompany this statement. See generally Cook on Corporations, §§696-700; Clark & M., Corp., §§ 834-865. See as to service of process on foreign corporations. Cook on Corporations, §758; Clark & M., Corp., §861. STATE FORMS. 337 VIRGINIA. Form 255. CERTIFICATE OF INCORPORATION. of the This is to certify that we do hereby associate ourselves to establish a corporation under and by virtue of the provisions of an Act of the General Assembly of the State of Virginia, entiged, "An Act Concerning Corporations," which became a law on the 2l8t day of May, 1903, and the acts amendatory thereof and supplemental thereto, for the purposes and under the corporate name hereinafter mentioned, and to that end we do, by this our certificate set forth as follows: I. The name of the corporation is to be II. The principal otEce of said corporation is to be and shall be located in , in the County of , State of Virginia. III. The purposes for which said corporation is formed are: IV. The maximum amount of the capital stock of said corporation • shall be dollars ($ ), and the minimum amount of the capital stock of said corporation shall be dollars ($ ) ; and the capital stock shall be divided into shares of Dollars ($ ) each. V. The period for the duration of the corporation is unlimited. Vr. The names and residences of the officers and directors of said cor- poration who, unless sooner changed by the stockholders are to manage the affairs of the corporation for one year, are: Name. Office. Eesidence. President Secretary Treasurer Directors Name. Eesidence. VII. The amount of real estate to which the holdings of the corpora- tion at any time are to be limited, is as follows: acres. In "Witness Whereof, We have hereunto set our hands and seals this day of , A. D. one thousand nine hundred and .... Signed, sealed and delivered in the presence of [Seal] [[ [Seal] ][[ [Seal] STATE OF ) ' ss * County of ^ I , a Notary Public in and for the County of and State of do certify that , and , and whose names are signed to the foregoing writing bearing ■date on the day of A. D. 19. ... , personally ap- 338 CORPORATION FORMS AND PRECEDENTS. peared before me this day of , A. D. 19.... and acknowledged the same before me in my county aforesaid. Given under my hand and notarial seal this day of , A. D. 19 Notary Public. My conmiission expires State of Virginia, In, the Court of County. The foregoing certifica^ of incorporation of the was presented to me , Judge of the Court of , Virginia, in term time (or vacation) and having been examined by me, i now certify that the said certificate for incorporation is, in my opinion, signed and acknowledged in accordance with an act of the General Assembly of Virginia entitled "An act concerning Corporations," which became a law on the 21st day of .May, 1903. Given under my hand this day of , 19 ... . Judge of See generally notes to Forms 1, 5, 8 and 11, supra. See also' Jordan 's Adm'x V. Eichmond Home for Ladies, 106 Va. 710; Cohen v. Big Stone Gap Iron Co., Ill Va. 468; Hanger v. Comm., 107 Va. 87'J, Form 256. STATEMENT AS TO ISSUE OF STOCK. (Statement must be filed with the Commission before issuing Stock.) STATEMENT. Made by (here insert name of corporation only) to the State Corporation Commission, pursuant to section 167 of the Constitution of Virginia, and paragraph 9, Chapter V, of the act concerning corpora- tions, setting forth the basis or financial plan of stock to be issued by it. When and how incorporated? Locatibn of principal oflice ? Stock Pre- viously Issued Capital Stock Authorized. (If Any) Maximum Amount Amount of Stock of Stock Author- Issued Previous to i7ed by Charter Issue for which and Amendments Par Value of Each Statement is Kind (if Amended) Share Now Made Common $ $ $ Preferred Total $ $ $. Stock the Corporation Proposes to Issue Number of Amount In one issue or from To be paid for in Kind Shares (Par Value) time to time money or otherwise Common $ Preferred Total $. STATE FORMS 339 If money is to be received in payment of stock, state accurately and fully how many shares are to be sold for money an.i the amount in dollars and cents per share for which such stock is to be issued If service or property is to be accepted in payment for whole or part of issue, specify and describe the service or property accurately, and state the valuation, approved by the directors, at which each is to be received; the number of shares to be issued for property, and where property consists of real estate a full description of each piece, with name and residence of present owner or reference to deed book in which is recorded the transfer of the real estate to the corporation; the number of shares to be issued for services, with full explanation of same, together with the name of each per- son rendering the services, an.i copies of all other docunjents referred to Date of resolution of the Board of "Directors approving above valuation? STATE OF VIRGIXIA, . ) g. of ) j ' * I, undersigned (*President, Secretary) of , having been duly sworn, do make oath that the matters and thmgs in the foregoing statement set forth are true to the best of my knowledge, infor- mation and belief. »T^ • , . O X , *President, Secretary. Subscribed and sworn to before me this day of , 191. . My commission expires day of , 191- •• Notary Public. Form 257. STATEMENT TO THE STATE CORPORATION COMMIS- SION (FOREIGN AND DOMESTIC CORPORATIONS). Made pursuant to Section 'M) of Chai>ter V of an Act of the General Assembly of Virginia which became a law the -Jlst day of May, 1^103. Name of Corporation Location of principal office in Virginia t Name and postoffice address of agent upon whom process against the corporation may be served Character of business transacted Maximum capital stock authorized by charter Amount of stock actually issued Amount of stock actually outstanding Date of last annual meeting of stockholders (t or members) (*Can be signed only by the President or the Secretary, and the officer signing should erase the other title.) t This to le given only uhen all the incorporators are non-residents, or in case of license being issued to a corporation whose original charter was granted by some other State or country. t This form for use by all corporations. Those without capital stock ^ shoubl enter the word "Xone" opposite each item wiiicli refers to stock, and change the word "Stockholders'' to ".Members." 340 CORPORATION FORMS AND PRECEDENTS. Date of last election of directors Names and addresses of oflScers and directors, and dates when their respective terms of office expire: Officers. Date Term of Kame. Title. Address. Office Expires. Directors. Date Term of Name. Address. Office Expires. Date appointed for next annual meeting of stockholders President. Secretary. Form 258. POWER OF ATTORNEY— FOREIGN CORPORATION. For Appointment of Agent by a Foreign Corporation, doing business in Virginia, under §1104, Code of 1887, as Amended. Know all Men by these Presents: That the , a cor- poration organized and existing under the laws of the State of , having established an office in the State of Virginia, the same to be located at , in said State, and desiring to transact business in the State of Virginia in conformity with the laws thereof, hereby constitutes and appoints, with his consent and acceptance first obtained, , a resident of Virginia, residing at , Virginia, to be the true and lawful agent and attorney of said corporation in and for the said Commonwealth of Virginia pursuant to the provisions of § 1104 of the Code of Virginia, as amended, upon whom all legal process against said com- pany may be served, and who is hereby authorized to enter an appearance in its behalf in any actions and proceedings; and the said corporation hereby stipulates and agrees that any lawful process against the said cor- poration which is duly served on said agent and attorney shall be of the same legal force and validity as if served on said corporation. In "Witness Whereof, the said has executed this power of attorney in duplicate by causing its name to be hereunto affixed by ,,, STATE FORMS. 341 its President, and its corporate seal attested by , its Secretary. All done this day of , 191 . . By (Affixed corporate seal here.) Attest : ss: President. Secretary. STATE OF County of ( I, , a Notary Public in and for the state and city or county aforesaid, hereby certify that and , whose names, respectively, as president, and secretary of the company, are signed to the foregoing power of attorney, have acknowledged the same before me in my city or county aforesaid. Given under my hand and official seal this day of , 191 . . (Affixed official seal here.) Notary Public. See generally as to foreign corporations. Cook on Corporations, §§ 696- 700; Clark & M. Corp., §§834-865. See as to service of process on foreign corporations. Cook on Corporations, §758; Clark & M. Corp., §861. 342 CORPORATION FORMS AND PRECEDENTS. WASHINGTON. Form 259. ARTICLES OF INCORPORATION. of These Presents Witness, That we, , being desirous of forming a corporation for the purpose hereinafter specified and in con- formity to the laws of the State of Washington, do make and subscribe the following ■written articles of incorporation in triplicate: Article I. The name of this corporation shall be Article II; The objeot for which this corporation is formed is and shall be Article III. The amount of the capital stock of this corporation shall be Article IV. The time of existence of this corporation shall be Article V. The number of trustees of this corporation shall be and the names and residences of the trustees who shall manage the concerns of the corporation until the day of , 19.... (not to exceed six months from the date of the incorporation) are: Names. Eesidences. Article VI. The principal place of business of this corporation shall be located in city of , county of , State of Washington. In Witness Whereof, We have this day of , A. D. 19...., hereunto set our hands and seals in triplicate. Signed, sealed and delivered in presence of: [Seal] [Seal] [Seal] STATE OF ,1 ' ' ss • County of ( I, , a notary public in and for the State of , duly commissioned, sworn, and qualified, do hereby certify that on this day of A. D. 19...., before me personally ap- peared , to me known to be the individuate described in and who executed the within instrument, and acknowledged that they signed STATE FORMS. 343 and sealed the same as their free and voluntary act and deed for the uses ■•iiid j)urpo8e8 herein mentioned. Given under my hand and oflicial seal this day of , A. D. 19 Notary Public. Soo {((Micrally notes to Forms 1, f), 8 and 11, supra. See iilso Kwapil V. Bell Tuvvor Co., 55 Wash. 5«3; Davios v. Biili, 64 Wash. L'9:J. Form 260. FOREIGN CORPORATION— POWER OF ATTORNEY. Know all Men by these Presents : That of , having been admitted, or having ai>plied for admission, to transact busi- ness in the state of Washington, in conformity with the laws thereof, does hereby make, constitute and appoint to reside in the city of , county of , the principal place of business of said corporation in the State of Washington, its true and lawful attor- ney, in and for the State of Washington, on whom all process of law against said , may be served in any action or sj)ecial proceed- ing against the said , in the state of Washington, subject to and in accordance with all the provisions of the statutes and laws of said state of Washington now in force, and such other acts as may be here- after passed amendatory thereof and supplementary thereto. And the attorney is hereby duly authorized and empowered, as the agent of said to receive and accept service of process in all cases pro- vided for by the laws of the State of Washington, and such service shall be deemed valid personal service upon said This appoint- ment is to continue in force for the period of time and in the manner jirovided by the statutes of the State of Washington, and until another attorney shall be duly and regularly substituted. In Witness WTiereof, The said , in accordance with a resolu- tion of its Board of Directors, duly passed on the day of A. D. 191.., has to these presents affixed its corporate seal and caused the same to be subscribed and attested by its president and secretary at .■ in the state of , on the day of , 191.. President. Secretary. STATE OF , ) ss ' County of ( On this day of , A. D. 191 . . , before me the undersigned, a for the duly and qualified to take the proof and acknowledgments of deeds and other instruments, came , President, and , Secretary of to me personally known to be the persons described in and who executed the foregoing instrument; and they each duly acknowledged the exe- cution thereof; and being ])y me each duly sworn severally saith that they are the said officers of the aforesaid, and that the 344 CORPORATION FORMS AND PRECEDENTS. seal affixed to the foregoing instrument is the corporate seal of said and that the said corporate seal, and their signatures as such oflieers, were duly affixed and subscribed to the said instrument by the authority and direction of said corporation, and for the uses and purposes therein mentioned. In Witness Whereof, I have hereunto set my hand and affixed my official seal, at , the day and year first above written. See generally as to foreign corporations, Cook on Corporations, §§ 096- 700; Clark & M., Corp., §§ 834-865. See as to service of process on foreign corporations. Cook on Corporations, §7.58; Clark & M., Corp., §861. See also State v. Nichols, 47 Wash. 117; State v. Nichols, 51 Wash. 619; Lively v. Husebve, 60 Wash. 47; Boston Tow-Boat Co. v. John J. Sesnon Co., 64' Wash. 375. STATE FORMS. 345 WEST VIRGINIA. Form 261. AGREEMENT FOR INCORPORATION. I. The undersigned agree to become a corporation by the name of II. The principal place of business of said corporation shall be located at No , Street, in the city, town, village of , in the county of , and State of Its chief works will be located in III. The objects and purposes for which this corporation is formed :ire as follows : IV. The amount of the total authorized capital stock of said corporation shall be dollars which shall be divided into shares, of the par value of dollars each; of which authorized capital stock the amount of dollars has been subscribed, and the amount of dollars has been paid. V. The names and postoffice addresses of the incorporators and the number of shares of stock subscribed for by each, are as follows: No. of Shares No. of Shares Total Number Names. P. O. Address. Common Stock. Preferred Stock, of Shares. VI. This corporation is to expire VII. (Here insert any special provisions desired; and also number of acres of land desired to be held in West Virginia, if such number be above 10,000 acres.) Given under our hands this day of , 19. . . . Certificates. The agreement must be acknowledged by all the corporators, who signed it, before a justice, notary or judge, and such acknowledgments certified by the officer before whom they were made, and his seal affixed if not in West Virginia. Acknowledgments taken in a foreign country must be verified by seal of Consul or Vice-Consul of the U. S., Charge d 'Affaires, or Court having seal. State of , County of , to wit: I, , , in and for the county and State afore- said, hereby certify that , whose names are signed to the foregoing agreement bearing date on the day of , this day personally appeared before me in my said county and severally acknowledged their signatures to the same. And I further certify that , aud , two of the cor- porators named in the said agreement made oath before me that the amount therein stated to have been paid on the capital has been in good faith paid in, for the purposes and business of the intended corporation, 346 CORPORATION P^ORMS AND PRECEDENTS. without any intention or understanding that the same shall be withdrawn therefrom before the expiration or dissolution of this corporation. Given under my hand and oflicial seal this day of , 191.. [Se.\l] (The following affidavit must be made by at least two of the incor- porators named in the agreement for the incorporation of every cor- poration wherein it is stated that the "principal place of business" is located in West Virginia, and for which it is proposed to pay the rate of annual license tax prescribed for resident corporations.) State of , County of , to wit : I ^ , in and for the county and State aforesaid, do hereby certify that , and , two of the persons who have executed the foregoing agreement, as cor- porators thereof, which agreement is dated the day of , this day personally appeared before me in my said county and made oath that the statement made in said agreement, to wit, that "the principal place of business of said corporation shall be located at , in the county of , and state of West Virginia," is true, and that said principal place of business and chief works have been so located in good faith and not for the purpose of evading any law of the state of West Virginia, and especially not for the purpose of avoiding the pay- ment of the difference between the amount of the annual license-tax on the charters of corporations having their principal place of business and chief works within the state of West Virginia and those corporations hav- ing their principal place of business or chief works without the said state; and that said corporation named in said agreement proposes in good faith to carry on its business and to have its principal place of busi- ness and its chief works within the state of West Virginia. Given under my hand and official seal, this day of , 19.. [Seal] See generally notes to Forms 1, 5, 8 and 11, supra. See also Howard v. Nat'l Tel. Co., 182 Fed. 215. Form 262. CERTIFICATE OF CHANGE. \ Ij , president of Company, a cor- poration created and organized under the laws gf the state of West Vir- ginia, do hereby certify to the secretary of state of the state of West Virginia, that, at a meeting of the stockholders of said corporation, regu- larly held in accordance with the requirements of the law of said state, at the office of said corporation in , on the day of , at which meeting a majority of the stock of said corporation being represented by the holders thereof, in person or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to wit: "Resolved, That the authorized capital of Company be * reduced from shares of the par value of *The above resolution will also answer for increase of stock by changing the w-ord "reduced" to "increased." It will answer for tCe change of the number and par value of shares STATE FORxMS. 347 dollars each to shares of the par value of dollars each, so that the authorized capital stock of said corporation shall be dollars." Given under my liand mikI IIk' scnl of said corporation, this day of , 1!) [Cor.PORATE Seal J , President of Form 263. CERTIFICATE OF CHANGE OF NAME. I, , President of the Company, a cor- poration created and organized under the laws of the state of West Virginia, do hereby certify to the secretary of state of the state of West Virginia that at a meeting of the stockholders of said corporation regu- larly held in accordance with the requirements of the law of said state, at the office of said corporation, No Trust Building, Phila- delphia, Pennsylvania, on the day of , 19.... at which meeting all of the stock of such Company being represented by the hold- ers thereof in person and unanimously voting for the following resolu- tion, the same was duly and regularly adopted and passed, to-wit: Kesolved, That the name of this Company be changed from (.'ompany, its present name, to Company, by which latter name it shall hereafter be known. Given under my hand and the seal of said corporation, this day of , A. D. 19 [CoRPOUATE Seal] President of Company. f Form 264. POWER OF ATTORNEY. Know all Men by these Presents: That , a non-resident domestic corporation, incorporated and organized under the laws of the state of West Virginia and in conformity therewith, has made, constituted and appointed and by these presents doth make, constitute and appoint, the Auditor of the state of West Virginia and his successors in oflHce, for it and on its behalf, attorney in fact, to accept service of process and notice in said state for such corporation, and said corporation by these presents doth declare its consent that service of any process or notice in said state on said attorney in fact, or his acceptance thereof endorsed thereon shall be equivalent for all jmrposos to, and shall be and constitute, due and legal service upon said corporation. where it is not desired either to incro{ise or reduce the capital stock by saying: "T{esolveaws Minn. 1905, § 2684. Minnesota has a.lopted the form of corporate acknowledgment recommended by the commissioners for promot- ing uniformity of legislation in the several states. See Form 336, post.) Form 304a. MISSISSIPPI— ACKNOWLEDGMENT STATE OF ,} County of f I'ersunaliy appeared before me, , a notary public in and for the County and State aforesaid, , who is personally known to me, and who acknowledged that he, the said , as president of and for and on behalf, and by authority of , a corporation organized and existing under the laws of the State of , signed the above and foregoing instrument and affixed the corporate seal of said company thereto and delivered said instrument on the day and year therein men- tioned. Given under my hand and seal of office this day of , A. D. 191.... Notary Public. Form 305. MISSOURI— ACKNOWLEDGMENT WITHOUT THE STATE. UNITED STATES OF AMERICA,^ State of New York, Iss: County of New York. Before me, the undersigned authority, personally came and appeared , to me personally known, who being by me duly sworn, did say that he is the Vice-President of The Company, a corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and acknowledged to me in the presence of the two subscribing legal witnesses, that he is Vice-President of said The Company and that he signed in the name of said Company and as such Vice-President the above and foregoing as the voluntary act and deed of said corporation and as his free voluntary act and deed as Vice-President thereof and for the uses and purposes therein set forth. My commission will expire , 19. . . . 378 CORPORATION FORMS AND PRECEDENTS. lu Faith Whereof, 1 have hereunto set my hand and seal of office this day of , 39. . . ., at New York City, in New York County, New York. [Seal] . Notary Public witliin and for New York County. (Missouri nas adopted the form of corporate acknowledgment recom- mended by the commissioners for promoting uniformity of legislation in the several states. See Form 33(3, and notes to Form 306, post.) Form 306. MISSOURI— ACKNOWLEDGMENT OF MORTGAGE. UNITED STATES OF AMERICA,] State of Missouri, Iss: City of St. Louis. J On this 27th day of August, in the year 1907 before me, the under- signed authority, a notary public within and for the City and State afore- said, personally came and appeared Eobert Mather and F. II. Hamilton, with whom I am personally acquainted, to me well and personally known to be respectively the Vice-President and the Secretary of St. , Louis and San Francisco Eailroad Company, and to be the identical persons who executed and signed the within and foregoing instrument and document before me and in the presence of the two subscribing legal witnesses, and they, being by me duly sworn, (Jid depose and upon oath acknowledge and say that he, the said Robert Mather, resided in New York City, N. Y., and that he the said F. H. Hamilton resided in St. Louis, Missouri; that he the said Robert Mather, is the Vice-President and that he the said F. H. Hamilton, is the Secretary of said Railroad Company, the within named bargainor, a corporation and the corporation described in and which exe- cuted the above instrument; that they knew the seal of said corporation; that the seal affixed to said foregoing instrument -was such corporate seal of said corporation; that said instrument was signed and sealed in behalf of said corporation and said seal was so affixed by order and authority of the board of directors ef said corporation and that each of them signed his name thereto by like order; and they severally acknowledged to me in the presence of said witnesses that each of them had in their said official capacities, as such Vice-President and Secretary, respectively, being authorized so to do, executed and signed the above and foregoing deed and instrument as his voluntary act and deed and as the voluntary act and deed of said Railroad Company, by signing the name of the corpora- tion by themselves as Vice-President and Secretary respectively, and acknowledged said instrument to be the free act and deed of said corpora- tion for the consideration, uses and purposes therein contained, mentioned and set forth. In Faith and Witness Whereof, 1 have caused said appearers and wit- nesses to sign this acknowledgment. 'and have hereunto set my hand and . ACKNOWLEDGMENTS AXI) PROOFS. 379 affixed my ollicial seal uf office the day aud year aforesaid at my office iu Ht. Ijoiiis, Mi.ssomi. My term and commission expire September 30, 1910. Harry F. Kendall, [Notarial Seal] Notary Public, City of St. Louis, lUissouri. Appearers : Kobert Mather, F. 11. Hamilton. Attesting Witnesses: W. F. Evans, Eobert Walker. The certificate of acknowledgment shall state the act of acknowledgment, and that the person making the same was personally known to at least one judge of the court, or to the officer granting the certificate, to be the person whose name is sul)scribe(l to the instrument as a party thereto, or was proved to be such by at least two witnesses whose names and places of residence shall be inserted iu the certificate; and the statutory forms of acknowledgment may be used in the case of conveyances or other written instruments affecting real estate; and any acknowledgment so taken and certified sliall be sufficient to satisfy all requirements of law relating to the execution or recording of such instruments: Thovstatute provides for the following form of acknowledgment in the case of corporations or joint stock associations: STATE OF , ] County of , f On this day of , 19. . . . appeared , to me personally known, who, being by me duly sworn (or affirmed), did say that he is the president (or other officer or agent of the corporation or association) of (describing the corporation or association), and that the seal affixed to the foregoing instrument is the corporate seal of said corporation (or association) and that said instrument was signed and sealed in behalf of said corporation (or association) by authority of its board of directors (or trustees) and said acknowledged said instrument to be the free act and deed of said corporation (or associ- ation). In case the corporation or association has no corjjorate seal, omit the words "the seal affixed to said instrument is the corporate seal of said corporation (or association), and that" and add at the end of the affidavit clause the words "and that said corporation (or association) has no cor- porate seal." In all cases add signature and title of the officer taking the acknowledgment. E. S. Mo. 1909, § 2799. Form 307. MONTANA— ACKNOWLEDGMENT. } STATE OF County of . / ss: On this day of in the year before me (here insert the name and fjuality of the officer) personally appeared known to me (or proved to me on the oath of to be the president (or secretary) of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same. (Civil Code Montana, 1895, § 1610.) 380 CORPORATION FORMS AND PRECEDENTS., Form 308. NEBRASKA— ACKNOWLEDGMENT. STATE OF ) < ss: County or \ On this day of , A. D. 191. ., before me a , duly commissioned and qualified in and for said county and state, per- sonally came the above named , president, and , secretary of The Company, who are personally known to me to be the identical persons whose names are aflSxed to the above deed as president and secretary of said corporation, and they acknowledged the said instrument to be 'their free and voluntary act and deed and the free and voluntary act and deed of said corporation. Witness my hand and official seal at , in said county and state, the date aforesaid. (Official title.) Form 309. NEVADA— ACKNOWLEDGMENT. * STATE OF NEVADA, ) ss ' County of ( ' . On this day of , A. D. 191. ., personally appeared before me, , a notary public in and for said County, , known to me to be the (presi- dent, vice president or secretary) of the corporation that executed the fore- going instrument, and upon oath, did depose that he is the officer of said corporation as above designated; that he is acquainted with the seal of said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; that the signatures to said instrument were made by officers of said corporation as indicated after said signatures; and that the said corporation executed the said instrument freely and voluntarily and for the uses and purposes therein mentioned. In Witness Whereof, I have hereunto set my hand and affixed my Official Seal at my office in the County of , the day and year in this Certificate first above written. Notary Public in and for the County of , State of Nevada. Form 310. NEW HAMPSHIRE— ACKNOWLEDGMENT. STATE OF , ] ■ SS: County of ( On the . day of , A. D. 191.., The Company, by its and agent for this purpose duly authorized, appeared and acknowledged the foregoing instrument, by it signed, to be its free act and deed. ^ ACKNOWLEDGMEXTft AND PROOFS. S81 Before me , a notary public, in and fur the county in*^ state aforesaid. Notary Public. Form 311. NEW JERSEY— ACKNOWLEDGMENT OUT OF STATE. STATE OK NEW Y0KK,1 County of New York. '' Be It Kcmembered, that on the day of November, 19. . . ., in the County and State aforesaid, before me, the subscriber, a Commissioner of Deeds for the State of New Jersey in the State of New York duly au- thorized, commissioned and qualified to take acknowledgments of deeds and other instruments to be recorded in the State of New Jersey, per- sonally appeared , to me known, who being by me duly sworn according to law on his oath, doth depose and say: That he is the Secre- tary and is acquainted with the seal of the corporation, the grantor and mortgagor in the foregoing indenture of mortgage named ; that the seal affixed to the said indenture is the corporate seal of the said The Company; that it was so affixed by order of the said The Company ; that is the President of the said The Company; that he saw the said as such President sign the said indenture of mortgage, and heard him declare that he signed, sealed and delivered the same as the voluntary act and deed of the said The Company, by their order; and that this deponent signed his name thereto, at the same time, as a subscribing witness. Subscribed and sworn before me, the day and year above written. Given under my hand and seal officially on the day and year and at tho place above written. [Seal] Commissioner of Deeds for New Jersey in the State of New York. Form 312. NEW MEXICO— ACKNOWLEDGMENT. STATE OF NEW MEXICO,] County of ^ On this day of , A. D. 191 . . , before me , a Notary Public in and for said county and state ])ersonally appeared , to me personally known, who being by me duly sworn deposed and said that he is president of the Company, the corporation aforesaid, and that the seal affixed to the above and fore- going instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said acknowledged said instrument to be the free act and deed of said corporation. 382 CORPORATION FORMS AND PRECEDENTS. In Witness Whereof, I have hereunto subscribed my name and affixed my official seal, the day and year first above written in this certificate. Notary Public. New ^Mexico has adopted the form of corporate acknowledgment recom- mended by the commissioners for promoting uniformity of legislation in the several states. See Form 336, post. Form 313. NEW YORK— ACKNOWLEDGMENT. * STATE OF NEW YORK,] County of ( On the day of , in the year , before me personally came to me known, who, being by me duly sworn, did depose and say that he resides in ; that he is the (presi- dent or other officer) of the (name of corporation) the corporation de- scribed in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. (Signature and seal of officer taking acknowledgment.) (The acknowledgment of a conveyance or other instrument by a cor- poration must be made by some officer thereof authorized to execute the same by the board of directors of said corporation. If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. Consol. Laws N. Y. 1909, Vol. 4, Eeal Property Law, § 309.) See Form 337, post. Form 314. NEW YORK— ACKNOWLEDGMENT OF CORPORATION MORTGAGE. STATE OF NEW YOEK, ) ss ' City and County of New York. ( Be It Eemembered, that on the day of ., A D. 19. . . ., before me, the subscriber, a notary public in and for said county and state aforesaid, personally appeared and , to me known, who being by me severally duly sworn according to law, on their respective oaths, did depose and say, he, the said , that he resided in the City of New York, in the State of New York, that he is the President of , one of the corporations described in and which executed the foregoing instrument, that he knew the corporate seal of said corpora- tion, that the seal affixed to said instrument was such corporate seal, that it was affixed thereto by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; and he, the said , that he resided in the City of New York, in the State of New York, that he is the Secretary of the , one of the corporations described in and which executed the foregoing instrument; that he knew the seal of said corporation, that the seal affixed to said instrument was such corporate seal, that it was so affixed by order of the Board of Directors of said cor- ACKNOWLEDGAFENTS AND PROOFS. 383 poration, that .• is the President of said corporation, that he saw- said , as President, sign the above instrument, and heard him declare that he signed, sealed, and delivered the same as the voluntary act and deed of the said , by order of the Board of Directors of said corporation, and that said deponent signed his name thereto at the same time as a subscribing witness in attestation thereof by like order. In Witness Whereof, the said and have sub- scribed and sworn to the foregoing oaths before me, and I have hereunto set my hand and affixed my ollicial seal the day and year last above written. [Notarial Seal] Notary Public, New York County. Form 315. NORTH CAROLINA— ACKNOWLEDGMENT. The statute provides that if the deed or other instrument is executed by the president, presiding member or trustee of the corporation, and sealed with its common seal, and attested by its secretary or assistant secretary, either of the following forms of proof and certificate thereof shall be deemed sufficient: 1. STATE OF NORTH CAROLINA, | County of ( This day of , A. D , personally came before me (here give name and official title of the officer who signs the certificate). A. B. (here give the name of the attesting secretary or assistant secretary) who, being by me duly sworn, says that he knows the common seal of (here give the name of the corporation), and is acquainted with C. D., who is the president of said corporation, and that he, the said A. B., is the Secretary (or assistant secretary) of the said corporation, and saw the said president sign the foregoing (or annexed) instrument, and saw the said common seal of said corporation affixed to said instru- ment by said president (or that he, the said A. B., secretary or assistant secretary as aforesaid, affixed said seal to said instrument), and that he, the said A. B., signed his name in attestation of the execution of said in- strument), in the presence of said president of said corporation. Witness my hand and (when an official seal is required by law) official seal, this the day of (year). [Official Seal] (Signature of officer.) 2. STATE OF NORTH CAROLINA, | County of i^^' This is to certify that on the day of 19. . . . before me personally came (president, vice president, secre- tary or assistant secretary, as the case may be), with whom I am per- 884 CORPORATION FORMS AND PRECEDENTS. sonally acquainted, who, being by me duly sworn, says that is the president (or vice president), and is the secretary (or assistant secretary) of the , the corporation described in, and which executed the foregoing instrument, that he knows the common seal of said corporation; that the seal aifixed to the foregoing instrument is said common seal, and the name of the corporation was subscribed thereto by the said president (or vice president), and the said president (or vice president) and secretary (or assistant secretary) sub- scribed their names thereto, and said common seal was affixed, all by order of the board of directors, of said corporation, and that the said instrument is the act and deed of said corporation. Witness my hand and (when an official seal is required by law) official seal, this the day of (year) , [Official Seal] (Signature of officer.) Form 316. NORTH DAKOTA— ACKNOWLEDGMENT. STATE OF County of ' On this day of , in the year before me (here insert the name and quality of the officer), personally appeared , known to me (or proved to me on the oath of ) to be the president (or the secretary) of the corporation that is described in and that executed the within instrument and acknowledged to me that such corporation executed the same. Civil Code N. Dak., 1905, § 5022. Form 317. OHIO— ACKNOWLEDGMENT. STATE OF OHIO, County of ' Be It Remembered, That on the day of , in the year of our Lord One Thousand Nine Hundred and , before me, the subscriber, a Notary Public within and for said County and State, per- sonally came , who is the President of said The Company, and acknowledged that the name of said Company was sub- scribed to the foregoing indenture by himself as the President thereof, and that the seal affixed thereto is the seal of said Company and that said name was subscribed and said seal attached to the foregoing indenture by the direction and authority of said Company and that the foregoing indenture is the free act and deed of said The Company, for the uses and purposes therein mentioned. In Witness Whereof, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid. Notary Public ACKNOWLEDGEMENTS AND PROOFS. 385 Form 318. OHIO— ACKNOWLEDGMENT OUT OF STATE. STATE OF NEW YORK,- New York City and County. f^**' Be It Kenienibered, that on the day of A. D. 19 , before nie, the subscriber, a Notary Public, for said county and State, and a Commissioner for said State, appointed by the Governor of the State of Ohio, to take the acknowledgment and proof of the execution of deeds and other instruments to be recorded in the State of Ohio, per- rionally came , to me known to be the President of The Company, the grantor and mortgagor named in the foregoing Indenture of Mortgage, and being by me duly sworn, doth say: That he is a resident of the City of , New Jersey, and is the President of The Company, the mortgagor named and described in and which executed the foregoing Indenture of Mortgage; that he signed and acknowledged the same before me as the free and voluntary act and deed of the said The Company, and for the uses and purposes therein mentioned; and that the seal affixed thereto, is the corporate seal of said The Company, and was affixed by , the Secretary of said Company, to said instrument by order of the Board of Directors of the said The Company. Given under my hand and seal officially, on the day and year and at the place above written. . [Seal] Notary Public (No ), New Y'ork County. [Seal] Commissioner for Ohio. Form 319. OKLAHOMA— ACKNOWLEDGMENT. STATE OF OKLAHOMA, I County of ( ^^• Before me, a in and for said county and state, on this day of , 19. . . ., personally appeared to me known to be the identical person who subscribed the name o/ the maker thereof to the foregoing instrument as its (attorney in fact, presi- dent, vice pre^dent, or other officer, as the case may be) and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such corporation for the uses and purposes (therein mentioned). See Compiled Laws Okla., 1909, § 12.'^0. where it is provided that the acknowledgment shall be substantially in the above form. Form 320. OREGON— ACKNOWLEDGMENT. STATE OF OREGON, | County of ^ ^^ = On this day of , 19. . . ., before me appeared , to me known, who being duly sworn (or affirmed) did say that he is the 386 CORPORATION FORMS AND PRECEDENTS. President (or other officer, officers or agent of tlie corporation) of (de- scribing the corporation) and that the seal affixed to said instrument is the corporate seal of said corporation, and that the said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said aclvnowledged said instrument to be the free act and deed of said corporation. In Testimony Whereof, I have hereunto set my hand and affixed my official seal this, the day and year first in this, my certificate, -written. (Title of officer tailing acknowledgment.) Laws Oregon, 1905, p. 115. Form 321. PENNSYLVANIA— FORM OF ACKNOWLEDGMENT BY ATTORNEY. STATE OF PENNSYLVANIA,] City and County of Philadelphia.'' ^^" I hereby certify that on the 24th day of November, in the year of our Lord, one thousand nine hundred and eight, (A. D. 1908) before the subscriber, a Notary Public for the State of Pennsylvania, residing in the City of Philadelphia, personally appeared James McCrea, the attorney for The Pennsylvania Eailroad Company named in the foregoing instrument and by virtue and in pursuance of the authority therein conferred upon him acknowledged the said instrument to be the act and deed of said The Pennsylvania Eailroad Company. Witness my hand and notarial seal the day and year aforesaid. A. J. County, Notary Public. Commission expires Jan. 21, 1909. See note to Form 301, supra, for appointment of attorney to acknowledge a deed. Form 322. PENNSYLVANIA— PROOF BY SUBSCRIBING WITNESS. STATE OF PENNSYLVANIA,^. City and County of Philadelphia.^ ^^ = Be It Remembered, that on the 24th day of November, A. D. 1908, before the subscriber, a notary public for the County of Philadelphia, residing in the City of Philadelphia, personally appeared Lewis Neilson, who being duly sworn according to law, on his oath said that he is Secretary of The Pennsylvania Railroad Company, named in and which executed the above instrument, that he knows the seal of the said company and that the seal affixed to said instrument is the common or corporate seal of the said company, that .Tames McCrea is the President of the said Company, that this deponent saw the said James McCrea sign and deliver the said instru- ment as the voluntary act and deed of the said company, he being thereto duly authorized by a resolution of the Board of Directors of the said Com- pany adopted at a meeting of the said Board held on the eleventh ACKNOWLEDGMENTS AND PROOFS. 387 day of Kovenibcr, 1908, aud that this deponent thereupon signed his name to the same as an attesting witness. Subscribed and sworn to before nie at Philadelphia the duy and year aforesaid, . Lewis NeUson. A. J. County, Notary Public. C'ouiniission expires Jan. 21st, 1909. Form 323. PENNSYLVANIA— PROOF OF ACKNOWLEDGMENT TAKEN OUT OF STATE. STATE OF NEW YORK,) County of New York. C ^^ = Be It Renieiiibered, and J do hereby certify that this 27th day of Octo- ber in the year of our Lord one thousand nine hundred and nine (A. D. 1909), before me the undersigned authority, a notary public, duly commis- sioned, sworn, and acting as such in and for the said county of New York in the said State of New York, personally came within my said County, The Farmers Loan and Trust Company (the corporation described in and which as trustee executed the within and foregoing jjrinted instrument bearing date May 31, A. D. 1909) by its President, Edwin S. Marston, and by its Secretary, Augustus V. Heely, each of whom is to me personally known and are personally known to me to be the identical persons whose names are subscribed to and who executed the foregoing instrument as such President and Secretary respectively and personally known to me to be such President and Secretary respectively, and the said F.dwin S. Marston and the said Augustus V. lleely produced to me the within aud foregoing printed instrument and being by me severally duly sworn according to law did each for himself, depose and say that the other is to him personally knowoi, that the said Edwin S. Marston is President of said The Farmers Loan and Trust Company, a corporation, and resides in the city of New York aud that the said Augustus V. Heely,. is Secretary of said corporation and resides in the City of Plainfield, New Jersey, that he knows the corporate seal or common seal of said corporation, that the seal affixed to the fore- going instrument as the seal of said corporation is the common or cor- porate seal thereof, that it was affixed and said instrument, was on the 27th day of October, A. D. 1909, signed, executed, and delivered, on behalf of said corporation by order and authority of the Board of Directors of said corporation by resolution duly given, that the said Edwin S. Marston signed his name thereto as President and the said Augustus V. Heely signed his name thereto as secretary by like authority each in the presence and sight of the other and of the attesting witnesses and the said Edwin S. Marston and Augustus V. Ileely, severally acknowledged said instrument to me to be the free and voluntary act and deed of said corporation for the uses, purjioses and consideration therein expressed and severally acknowl- edged that they being informed of the contents thereof did voluntarily in their official cai>aoities as President and Secretary respectively and with full authority, sign, seal, and deliver said instrument as the free and voluntary act of themselves and each of thcni for the uses, purposes and consideration therein expressed. In Witness Whereof, T have hereunto set my hand and nfficial seal at my X 388 CORPORATION FORMS AND PRECEDENTS. oflSce in the City of New York, on this the aforementioned 27th day of October, A. D. 1909. Chas. Eichter, Notary Public. New York County No. 40. Commission expires, March 30, 1911. Form 324. RHODE ISLAND— ACKNOWLEDGMENT. STATE OF KHODE ISLAND, | County of ( On this day of , 19 , at , in said county and state personally appeared before me ., a , in and for said county and state, , to me personally known, and personally known to nie to be the of , the above- mentioned corporation, and personally known by me to be the party who executed the foregoing instrument, and acknowledged the said instrument signed by him to be his free and voluntary act and deed, and the free and voluntary act and deed of said corporation. Witness my hand and official seal, the day and year first in this certificate written. Form 325. SOUTH CAROLINA— ACKNOWLEDGMENT. STATE OF SOUTH CAROLINA,) > ss: County of j Personally appeared before me , a notary public in and for said county and state, and made oath and said that he was present and saw the corporate seal of affixed to the above- written deed, and that he saw , President, with , Secretary, known to him to be such officers of said corporation respectively, attest the same, and that he, deponent with , witnessed the execution and delivery of the said instrument as the free act and deed of said (Signed) Sworn to and subscribed before me this day of , A. D. 19 [Notarial Seal] Notary Public. Form 326. SOUTH DAKOTA— ACKNOWLEDGMENT. TERRITORY OF , OR STATE OF J County of > j On this day of , in the year before me (here insert the name and quality of the officer) personally appeared , known to me (or proved to me on the oath of ) to be the presi- ACKNOWLEDGMENTS AND PROOFS. 389 dent (or the secretary) of the corporation that is described in and tliat executed the within instrument, and acknowledged to me that such corpora- tion executed the same. I Civil Code S. Dak., 1903, § 981. M Form 327. TENNESSEE— ACKNOWLEDGMENT. i STATE OF ,; ' County of • ( Before me , a notary public in and for the state and county aforesaid, personally appeared , with whom I am person- ally acquainted, and who upon oath, acknowledged himself to be president (or other officer authorized to execute the instrument) of the , the within named bargainor, a corporation, and that ho as such , being authorized so to do, executed the foregoing instrument for the pur- pose therein contained, by signing the name of the corporation by himself as Witness my hand and seal, at my office in , this day of , 19 Shannon 's Suppl, to Code of Teuu., § 37-17. Form 328. TEXAS— ACKNOWLEDGMENT. STATE OF TEXAS, J County of ( Before me, , a notary public in and for the county and state aforesaid, on this day personally appeared , personally known to me to be the person whose name is subscribed to the foregoing instrument as President of the Company, the corporation named in said instrument, and personally known to me to be the President of said Conifjany, and acknowledged to me that he executed said instrument for the purposes and consideration therein expressed, for and on behalf of and as the act of said corporation. Given under my hand and seal of office this day of , A. D. 191.. Notary Public. Form 329. UTAH— ACKNOWLEDGMENT. STATE OF UTAH, ] County of f On the day of , A. T). 19 .... , personally ap- peared before me , who being by me duly sworn (or affirmed), did say that he is the president (or other officer or agent as the case may be) of (naming the corporation), and that said instrument was signed 390 CORPORATION FORMS AND PRECEDENTS. in behalf of said corporation by authority of its by-la^vs (or by resolu- tion of its board of directors as the case may be) and said acknowledged to nie that said corporation executed the same. Compiled Laws "Utah 1907, § 1989. Form 330. VERMONT— ACKNOWLEDGMENT. STATE OF VERMONT, County of ( On this day of , A. D. 191. ., before me, , a notary public, in and for said county and state personally appeared , who as president and agent of the Company, has executed the foregoing written instrument, and acknowledged the same to be the free act and deed of said Company, and that he as such president and agent of said Company voluntarily executed the same before me. Witness my hand and notarial seal the day' and year first in this cer- tificate written. Kotary Public. Form 331. VIRGINIA— ACKNOWLEDGMENT. State (or territory, or district) of , County (or corporation) of , to-wit: I , a (here insert the official title of the person certifying the acknowledgment) in and for the state (or territory or district) and county (or corporation) aforesaid, do certify that (here insert the name or names of the persons signing the writing on behalf of the person or corporation or the name of the person signing the writing in a fiduciary capacity), whose name (or names) is (or are) signed to che writing above, bearing date on the day of , has (or have) acknowledged the same before me in my county (or cor- poration) aforesaid. Given under my hand this day of , 191... See Va. Code 1904, § 2500. Form 332. WASHINGTON— ACKNOWLEDGMENT. STATE OF WASHINGTON,) . V ss: County of ] On this day of , A. D. 19...., before me per- sonally appeared , to me known to be the (president, vice president, secretary, treasurer, or other authorized officer or agent, as the case may be) of the corporation that executed the within and fore- going instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses^ and pur- ACKNOWLEDGMENTS AND PROOFS. 391 poses therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal aflixed is the corporate seal of said corporation. Jn Witness Whereof, I have hereunto set my hand and affixed my official seal the day and year frst above written. (Signature and title of officer.) Wash. Ann. Code 1909, § 876iy2. Form 333. WEST VIRGINIA— ACKNOWLEDGMENT. State (territory or district) of , county of , to-wit: I, , a commissioner appointed by the governor uf the State of W^est Virginia for the said state of (or territory or district of ), or, I, , a justice of the peace of the Baid county of , or I, , a notary of the said county of , or I, , prothonotary (or clerk) of the court or county of (or other officer or person authorized to take acknowledgments by the statutes of West Virginia as the case may be), do certify that personally appeared before me in my said , and being by me duly sworn (or affirmed) did depose and say that he is the president (or other officer or agent) of the corporation (or association) described in the wTiting above (or hereto annex'ed) bear- ing date the day of , 19. . . ., authorized by said corpora- tion (or association) to execute and acknowledge deeds and other writings of said corporation (or association) and that the seal affixed to said writing is the corporate seal of said corporation (or the seal of said association as the case may be) and that said writing was signed and sealed by him in behalf of said corporation (or association) by its authority duly given. And the said acknowledged the said writing to be ihe act and deed of said corporation (or association). [Or if the corpora- tion has no corporate seal, or the association has no seal, omit the words "seal affixed to said writing is the corporate seal of said corporation (or the seal of said association, as the case may be)" and say "said cor- poration (or association) has no seal." And in such case omit the word ' ' sealed ' ' after the words * ' signed and ' ' and insert in lieu of it the word "executed."] . Cod- W. Va., §§3077-3078. Form 334. WISCONSIN— ACKNOWLEDGMENT. STATE OF WISCONSIN,; County of Dane. Be it known that on the 23rd day of December, A. D. 1908, before me, a Notary Public in and for the said County of Dane and State of Wisconsin, personally appeared Magnus Swenson, President, and E. J. B. Schubring, Secretary, of Southern Wisconsin Power Company, personally knowTa to me to be such President and Secretary, and to be the same 392 CORPORATION FORMS AND PRECEDENTS. persons who executed the foregoing instrument for and on behalf of tho said Southern Wisconsin Power Company, and whose names are thereto sub- scribed, and severally duly acknowledged that they signed, sealed and deliv- ered said instrument as such President and Secretary, and as the free and voluntary act of said Southern Wisconsin Power Company, for the uses and purposes therein set forth; and the said Magnus Swenson and E. J. B. Schubring being by me first duly sworn, did each depose and say that they are respectively the President and Secretary, as hereinbefore stated, of said Southern Wisconsin Power Company; that they know the corporate seal of said Company; that the seal affixed to the foregoing instrument is the corporate seal of said Southern Wisconsin Power Company; that it was affixed by order of the Board of Directors of said Company duly made, and that they signed their respective names thereto as such President and Secretary by like order. Given under my hand and seal this 23d day of December, A. D. 1908. [Notarial Seal] Burr W. Jones, Notary Public. My commission expires January 21, 1910. Form 335. WYOMING— ACKNOWLEDGMENT. STATE OF WYOMING, | County of ( On this day of , 19...., before me, the under- signed, a in and for the County of and State of Wyoming, personally appeared , to me known and known to mo to be the President of the Company, and - to me known and known to me to be the Secretary of the above-named . Company, and severally duly acknowledged that as such President and Secretary, respectively of said corporation, they duly signed, sealed and delivered the above and foregoing instrument as their free and voluntary act and deed and as the free and voluntary act and deed of said corporation, said the Company, for the consideration and purposes therein set forth. • Witness my hand and official seal the day and year in this certificate first above written. [Official Seal] My commission expires Form 336. ACKNOWLEDGMENT BY CORPORATION OR ASSOCIA- TION UNDER UNIFORM ACKNOWLEDGMENT ACT. STATE OF ,) County of C On this day of , 19...., before me appeared to me i^ersonally known, who, being by me duly sworn (or affirmed), did say that he is the president (or other officer or agent of the corporation or association) of (describe the corporation or association), and that the seal affixed to said instrument is the corporate seal of said corporation ACKNOWLEDGMENTS AND PROOFS. 393 (or association), and that said instrument was signed and sealed in behalf of said forporation (or, association) by authority of its board of directors (or, trustees, aud said acknowledged said instrument to be the free and voluntary act and deed of said corporation (or, associa- tion). (Signature of officer taking acknowledgment.) (Official title of officer taking acknowledgment.) Tn case the corporation or association has no corporate seal, omit the words "the seal affixed- to said instrument is the corporate seal of said corporation (or, association), and that" and add, at the end of the aliitiavit clause, the words, "and that said corporation (or association) has no corporate seal." The above form is that recommended by the Commissioners of the Several States for promoting Uniformity of Legislation in the United States, and has been adopted by several states, including Iowa, .Massa- chusetts, .Michigan, Minnesota, Missouri, New .Mexico. The caption should specify the State and place where the acknowledgment is taken. Form 337. FORM OF CERTIFICATE OF CLERK OF COURT— (NEW YORK). T, Peter J. Dooling, Clerk of the County of New York, also Clerk of the Supreme Court for the said County, the same being a Court of record. Do Hereby Certify, That Chas. Richter, whose name is subscribed to the certificate of the proof of acknowledgment of the annexed instrument and therein written was at the time of taking such proof and acknowledg- ment a Notary Public in and for the County of New York, dwelling in the said County, commissioned and sworn and duly authorizeil to take the same and further that I am well acquainted with the handwriting of such Notary and verily believe that the signature to the said certificate of proof or acknowledgment is genuine. In Testimony Whereof, 1 have hereunto set my hand and affixed the seal of the said Court and County the 5th day of November, A. D. 190'.). [Seal.] P. J. Dooling, Clerk. Form 338. CERTIFICATE OF AUTHENTICATION BY PROTHONO- T ARY— ( PENNSYLVANIA) . STATE OF PENNSYLVANIA,) ss * County of Philadelphia. ( ' I, , Prothonotary of the County of Philadelphia and Clerk of the Courts of Common Pleas of said County, which are courts of record having a common seal, being the officer authorized by the laws of the State of Pennsylvania to make the following certificate, do hereby certify that , Esquire, whose name is subscribed to the certificate of the ac- knowledgment of the annexed instrument and thereon written, was at the time of such acknowledgment a Notary Public for the Commonwealth of Pennsylvania residing in the County aforesaid, duly commissioned and 394 CORPORATION FORMS AND PRECEDENTS. qualified to administer oaths and affirmations and take acknowledgments and proof of deeds or conveyances for lands, tenements, and hereditaments, to be recorded in said State of I'eunsylvania, and to all whose acts as such, full faith and credit are and- ought to be given in Courts of Ju- dicature, as elsewhere, and that 1 am well acquainted with the hand- writing of the said Notary Public and verily believe his signature thereto is genuine, and 1 further certify that the said instrument is executed and acknowledged in conformity with the laws of the State of Pennsylvania. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said Court, this day of , in the year of our Lord one thousand nine hundred and Prothonotary. Form 339. FORM OF CERTIFICATE OF AUTHORITY OF OFFICER TAKING ACKNOWLEDGMENT RECOMMENDED BY COMMISSIONERS ON UNIFORM LEGISLATION. STATE OF , ) > ss: County of j I, , clerk of the court in and for said county, Tvtich court is a court of record, having a seal (or, I, , the secretary of state of such state or territory), do hereby certify that by and before whom the foregoing acknowledgment or proof was taken, was, at the time of taking the same, a notary public (or other officer) residing (or authorized to act) in said county, and was duly authorized by the laws of said state (territory, or district), to take and certify acknowledgments (or proof) of deeds of land in said state (territory, or district), and further that ] am well acquainted with the handwriting of said , and that 1 verily believe that the signature to said certificate of acknowl- edgment (or proof) is genuine. In Testimony Whereof, 1 have hereunto set my hand and seal and affixed the seal of the said court (or state) this day of , 19.... (Signature of officer and official title.) The above form of authentication of the proof of acknowledgment of a deed or other instrument when taken without the state and within an- other state or territory or district of the United States is that recom- mended by the Commissioners on Uniform Legislation. In all cases the caption should specify the state, territory or district and the county or place where the authentication is made. It would seem that the clause that the officer certifying to his knowledge of the handwriting of the officer taking the acknowledgment may lead to difficulties in thickly populated sections. Form 340. CERTIFICATE OF AUTHENTICATION OF RECORD UN- DER ACT OF CONGRESS. STATE OF IOWA, I County of Cass. ^®^' 1, Ambrose Pellett, clerk of the district court of the State of Iowa within and for said county, do hereby certify that the above and forego- ACKXOWLEDGMEXTS AND PROOFS. ^95 injr is a full, true and foinplote copy of the rcford of the appointment of the receiver in the above entitled cause, the otlicial bond of said receiver, the written oath of office sworn to by him, as full, true and complete as the same remains on file in my office. In Witness Whereof, I have hereunto set my haixl and fixed the seal of the district court this 25ti) day of July, A. D. 1894. [Seal District Court] Ambrose Pellett, Clerk. STATiE OF IOWA,] Ciisa County. ( I, Walter I. Smith, a .judf,'e of the district court in and for the Fifteenth judicial district of said state, composed of the counties of Audubon, ^lontgomery, Cass, Fremont, .Mills, Pottawattamie, Shelby, and Page, do hereby certify that Ambrose IVllett, Esq., who has given the preceding certificate, was at the time of so doing the clerk of the state of Iowa in and for Cass County, in said district court duly qualified as such; that he is the proper custodian of the records of said court, and the proper officer to give such certificate, and that the same is in due form of law. Witness my hand at Atlantic, Iowa, this l.*6th day of July, 1894. Walter I. Smith, Judge of the Fifteenth Judicial District. STATE OF IOWA, I Cass County. i ' I, Ambrose Pellett, clerk of the district court of the state of Iowa in and for the said county, do hereby certify that the Hon. Walter I. Smith, who gave the i)rocoding certificate, was at thfe time of so doing a judge of the district court of the state of Iowa in and for the fifteenth judicial district, composed of the counties of Audubon, Montgomery, Cass. Fremont, Mills. Pottawattamie, Shelby and Page, duly commissioned and sworn, to all whose acts as such full faith and credit are and ought to be given. In Testimony Whereof, 1 have hereunto set my hand and affixed my seal of said court at Atlantic the L'6th day of July, 1894. [Seal of District Court] Ambrose Pellett, Clerk of the District Court of Cass County, Iowa. See Steinkev Graves, 16 Utah 293, where the above form of authenti- cation was held to be ^ufllcient under U. S. R. S. § 905, even though the clerk 's name was signed by a deputy. CHAPTER III. SPECIFIC OBJECT CLAUSES. Form 341. ABATTOIR. To carry on the business of slaughtering all kinds of cattle and animals, used for the purpose of food, to manufacture and dispose of the offal of the same, and to establish and erect cold storage, and refrigerators, stables, pens and buildings, necessary to conduct the slaughtering business, and to do whatever else may be necessary and useful for the business of slaughter- ing cattle and animals intended for food, and in manufacturing and dis- posing of the offal of the same. See for statement of obiects and purposes, Cook on Corporations, §4; Clark & M., Corp., §§ 75, 82'f. Form 342. ABSTRACT COMPANY. To transcribe the records of county , and make ab- stracts of title to real and other property in the state of and in the cities and towns "in said state, and especially in the cities and towns in said county, and to guarantee all titles made, sold, and issued in such sums, and upon such terms as may be by such corpora- tion agreed upon and charged for abstracts of titles and guaranteeing the same, and also to purchase and erect a suitable building or buildings for offices and for the preservation of the records of the company. Form 343. ACCIDENT AND BENEFIT ASSOCIATION. To receive contributions from and extend relief to its contributors and members in case of sickness or injury by paying them certain designated sums of money per week, as sick and accident benefits; to receive contri- butions and in case of the death of the contributors to pay the benefieary certain designated funeral benefits; to hold real estate; to invest its funds in mortgages, bonds or other interest bearing securities; to make by-laws, rules, and regulations for the government of its stockholders, members and contributors; and generally to do every other act or thing not inconsistent with the constitution and laws of this state or of the United States which may be necessary to promote the objects and purposes for which the said company was incorporated. Form 344. ACID PHOSPHATE. To carry on the business of manufacturing acid phosphates and other chemical compounds of any and all kinds, and to acquire letters patent and 396 SPECIFIC OBJECT CLAUSES. 397 licenses thereof; and to do any and all acts and transact any and all business that shall or may be or become incident to or arise out of or be connected with such manufacturing business, or any part thereof, to the full extent that the same shall be or become allowable or authorized under any statute applicable thereto, now or hereafter to be in force. ACCOUNTANTS, See Auditors. Form 345. ADVERTISING. To conduct a general advertising business, both as principals and agents, including the preparation and arrangement of advertisements and the manufacture and construction of advertising devices and novelties; to erect, construct, purchase, lease or otherwise acquire, fences, bill-boards, sign-boards, buildings and other structures suitable for advertising pur- poses; to carry on the business of printers, publishers, painters and decora- tors, in connection with the advertising business, and to make and carry out contracts of every kind that may be necessary or conducive to the accomplishment of any of the purposes of the company. Form 346. ADVERTISING AGENTS. To carry on the business of advertising contractors and agents and any other business which may be usefully carried on in connection with such business, and to acquire and undertake the whole or any part of the busi- ness, property, and liabilities of any person or company carrying on busi- ness as such contractors or agents, or any other business which may be use- fully carried on therewith. Form 347. ADVERTISING. To engage in and carry on a general advertising business by the cir- culation and distribution and the display of cards, signs, posters, dodgers, hand-bills, programmes, banners and flags, to be placed in and on railroad cars, street cars, steamboats, cabs, hacks, omnibuses, stages, and any and all kinds of conveyances used for passengers or any other purpose. To display movable or changeable signs, cards, pictures, designs, mottos, etc., operated by clock-work, electricity or any other power, to use, place and display the same in depots, hotels, halls and other public places. To make contracts with individuals and corporations for the exclusive use of their property and to purchase, control and use individual rights, easements and contracts, and to have all the rights, powers and privileges and franchises incident to and granted to corporations organized by virtue of the laws of 398 CORPORATION FORMS AND PRECEDENTS. Form 348. ADVERTISING NOVELTIES. To carry on the business of originating, composing and devising forms of advertisements and advertising matter for others and publishing and securing the publication of the same and all other matters thereto pertain- ing. To manufacture, buy, sell, import, export and deal in advertising novelties and devices of every kind and description, including raw materials used iu the manufacture thereof, and to conduct the business of printing, stamping, lithographing, electrotyping, engraving and binding in connec- tion therewith. Form 348a. AEROPLANES. To manufacture, buy, sell, assemble, repair, store, hire, operate and deal in and with aeroplanes of all kinds, and parts thereof and supplies therefor and all articles and things pertaining thereto or to the operation thereof. AIR MOTORS. See Compressed Air Motors. Form 349. AIRSHIPS. To manufacture, buy, sell, hire, assemble, repair and store, motor vehicles and airships of all kinds, and to deal in all kinds of motor vehicle and air- ship parts and supplies. Form 350. AIR-CLEANING APPARATUS. To manufacture air-cleaning apparatus, machinery of every kind and to purchase and sell the same, all materials therefor and parts thereof, and to purchase, hold, sell, dispose of and lease upon royalty or otherwise patent rights in air-cleaning apparatus and machinery. To purchase, hold, lease upon royalty or otherwise, and sell, lease and otherwise dispose of patent rights in vacuum and compressed air-cleaning apparatus. Form 351. ALKALI. To manufacture and deal in soda ash, bromine,, salt, glass, chemicals and all compounds of chemicals; hold real estate therefor; operate coal mines; bore for oil and gas; deal in all kinds of minerals; manufacture all kinds of woodwork, and generally to do all that may be necessary to successfully operate in and sell all of the above named articles. Form 352. ALUMINUM. To manufacture, use, work and vend, sodium, potassium, silicon, chlorine, magnesium, aluminum, boron, and muriatic acid, and any or all metals SPECIFIC OBJECT CLAUSES. 399 and chemicals, and perform and do all and any business in connection therewith, and to sell or license to others any or all rights, or privileges now owned by it for manufacturing, using and vending any or all metals and chemicals; also to manufacture, use and vend and sell or license to others any privilege* or rights owned or hereafter owned by it for manufacturing, using and vending any device or devices, machine or machines, for manu- facturing, working or producing any or all metals and chemicals. Form 353. AMUSEMENT AND OPERA COMPANY. To conduct amusement enterprises in all the branches pertaining thereto and thereof; consisting of summer gardens, parks, hotels, dance halls, bathing beaches, roof gardens, theaters, and to run steamboats and other boats for . excursion and otlier purposes; to operate any plays, operas, songs, musical or dramatical performances and other things relating thereto which may be used for amusements of persons in public and private places and to conduct anuiscnient enterprises of all kinds; to buy, purchase, lease, option, or otherwise acquire, own, exchange, sell or otherwise dispose of, mortgage and deal in real estate, lands or build- ings for the erection and establishment of theaters, halls, oflBces, stores and ware-houses with suitable ])lants, engines and machinery for the furtherance of the business named herein; to construct, carry out, main- tain, improve, manage, work, control or superintend any private roads, ways, mills, factories, refineries, ware-houses and other works and conven- iences, which may seem directly or indirectly conducive to the objects of the company, and to contribute to, subsidize or otherwise aid, or take part in such operations; to own, handle and control letters patent, and inventions and shares of its own capital stock and that of other corpora- tions, and to vote any stock owned by it the same as a natural person might do; to issue bonds, notes, debentures, and other evidences of in- debtedness and secure the payment of the same by mortgage, deed of trust, or otherwise; to act as agent, trustee, broker, or in any other fiduciary capacity, and to borrow and loan money, and in general to do and per- form such acts and things and transact such business, not inconsistent with law, in any part of the world, as the Board of Directors may deem to the advantage of the corporation Form 354. AMUSEMENT PARK. To acquire by lease or otherwise a piece or pieces of land for a park or parks, and to build, maintain and operate thereon, a mechanical steeple- chase plant and other apjiliances for the amusement of the people and to furnish innocent entertainment by music and in other wavs. Form 355. ANIMAL PRODUCTS. To buy and sell hides, tallows, oils, fats and waste animal products, live and dead animals, and to manufacture and sell glue, poultry food, 400 CORPORATION FORMS AND PRECEDENTS. tallow, oils, hides and any and all products derived and made from dead animals. Form 356. ARMORY. To purchase suitable buildings in the town of , county of , and state of to be used as an armory, and to rent or let the same to theatrical and dramatic companies, and to literary and benevolent societies, etc. Form 357. ARTIFICIAL FLOWERS. To manufacture, buy and sell artificial flowers, foliage, feathers and other similar articles. Form 358. ASBESTOS. To manufacture articles of commerce, consisting in whole or in part of asbestos, hair, wool, or mineral felt, or other heat-insulating materials. Form 359. ASSETS REALIZATION. (1) To purchase or otherwise acquire and deal in real or personal property of all kinds, and in particular lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licenses, shares, stocks, debentures, securities, policies, book debts, claims, and any interest in real or personal property, and any claims against such property or against any person or company, and to carry on any business concern or undertaking so acquired, and- to establish and carry on any business (except as to the issuing of policies of assurance on human life), which may seem calculated to enhance the value of any of the property or rights of the company, or to facilitate the disposition thereof. (2) To advance or lend money, securities, or assets of all kinds upon such terms as may be arranged. (3) To guarantee the payment of money and the performance of obligations of all kinds, and generally to carry on all kinds of guarantee business. (4) To draw, accept, endorse, and make and use promissory notes, bills of exchange, circular notes, and other negotiable or transferaVjle instruments. (5) To transact and carry on all kinds of agency business, and in particular to guarantee rents and debts, and negotiate loans, to find investments, and to issue and place shares, stock, or securities. (6) To subscribe, purchase, or otherwise acquire and hold shares, stock, debentures, ^r securities of any company or of any authority, supreme, municipal, local, or otherwise. SPECIFIC OBJECT CLAUSES. 401 Form 360. ATHLETIC CLUB. (1) To provide an athletic ground at or near , in the county of to lay out and prepare such ground for athletic sport and other purposes of the company, and to provide pavilions, lavatories, re- freshment rooms, and other conveniences in connection therewith, and with a view thereto to enter into (or adopt) an agreement, etc. (2) To promote the game of baseball, football and other athletic sports and pastimes. (3) To hold or arrange baseball and other matches and competitions, and offer and grant, or contribute toward the provision of prizes, awards and distinctions. (4) To subscribe to, become a member of, and co-operate with any other association, whether incorporated or not, whose objects are altogether or in part similar to those of this company. (5) To buy, sell and deal in all kinds of apparatus and all kinds of provisions, liquid and solid, required by persons frequenting the com- pany's grounds. (6) To purchase, take or lease, or otherwise acquire any lands, build- ings, easements or property, real and personal, which may be requisite for the purpose of or capable of being conveniently used in connection with, any of the objects of the company. (7) To raise money by subscriptions, and to grant any rights and privileges to subscribers. Form 361. AUCTIONEERS. To carry on business as auctioneers, house agents, land and estate agents, appraisers, valuers, brokers, commission agents, surveyors and general agents, and to purchase or otherwise acquire, and to sell, let, or other- wise dispose of and deal in, personal property of every description. Form 362. AUDIT COMPANY. To examine into the accounts and physical and financial condition of any business, reorganize business ventures by making examinations into their accounts and physical and financial condition and reporting the same to those interested therein, and to systematize and direct or give directions for the systematizing and management of such business, and to do all other such business as is usually done by an auditing company. Form 363. AUDITORS. To keep, examine, audit, analyze, report upon and certify to the books, accoimts and records of individuals, partnerships and other corporations, and instal systems of accounting, and appraise real estate and other prop- 402 CORPORATION FORMS AND PRECEDENTS. erty, and the transaction of a general auditing, accounting and appraisal business. Form 364. AUTOGRAPHIC REGISTERS. To manufacture, vend, use, and license others to manufacture, vend and use autographic registers and other devices useful in offices, stores and business places generally ; to print, make and produce stationery, books and other articles for use in such appliances and with such devices or that may be auxiliary thereto; to acquire, promote, develop, manufacture, vend, use and license others to manufacture, vend and use improvements and inventions in such apparatus, devices, stationery, books and such auxiliary articles, and the tools and machinery necessary for their manu- facture, production and operation, and to do all other business auxiliary and appurtenant thereto. Form 365. AUTOMATIC TRANSFERS. To purchase, manufacture, use, sell, lease, and license others to make, use, sell and lease inventions of apparatus and mechanical contrivances for the transfer of cash, messages and packages in stores and other build- ings, and in and across streets and highways, between buildings, near and remote, and to manufacture, buy, let and sell books, stationery and sup- plies, and any and all materials and apparatus of a protective, conven- ient and labor saving character in business and to acquire, develop and improve inventions, devices and apparatus, and to do and carry on any business necessary and incidental thereto. Form 366. AUTOMATIC VENDING. To purchase from time to time letters patent of the United States, or the right and license to use for certain purposes the inventions embodied in certain letters patent of the United States, heretofore granted, allowed, granted or issued, or which may be hereafter allowed, granted or issued, which may be deemed useful and advantageous in carrying out the further purposes of the corporation hereby created, as hereinafter set forth and as incidental thereto. To manufacture, procure, cause or license to be manu- factured, automatic selling boxes or machines embodying such inven- tions, or a part thereof, to be used in such manner, and for such pur- poses, as the corporation hereby created and formed shall have the legal right and authority to use or license the same to be used, under the letters patent of the United States purchased or licenses acquired by it as afore- said. To sell, lease or license to be used or manufactured such automatic selling machines or boxes, for the automatic sale and delivery by means thereof of such articles of merchandise, as the corporation hereby formed and created shall have the legal right and authority to use or license the same to be used, under the letters patent of the United States or licensee to be acquired by it as aforesaid. SPECIFIC OBJECT CLAUSES. 403 Form 367. AUTOMOBILES. To manufacture and deal in automobiles, motors, bicycles and vehicles of all kinds and in all articles and supplies used in connection therewith. Form 368. AUTOMOBILES. To buy, sell, lea^e, store and repair autumobileH and motor vehicles of all descriptions and their parts and accessories; and to manufacture and sell automobile tops, bodies and other automobile parts. Form 369. AUTOMOBILES. To manufacture automobiles, motor boats and marine engines, and ;ill kinds of hardware, machinery, metal castings, electrical appliances and all other articles from metal or wood or both, necessary or conven- ent in the manufacture of said automobiles or motor boats or parts inci- pient thereto. Form 370. AWNINGS. To manufacture, buy and sell cotton duck, drills, sheetings, awning stripes, bunting, yarns, cordage, and other textile fabrics, awning hard- ware and supplies. Form 371. AWNINGS. To manufacture and sell window blinds, window shades and awnings for inside and outside use upon houses and buildings of every descrip- tion, the same to be constructed of wooden materials or of any other materials or both. Form 372. AXLES. To manufacture, buy, soil and deal in axles, castings, implements, tools, machinery and mechanical appliances and articles; to manufacture, buj, sell and deal in iron and steel in all forms, and in all articles made there- from; to manufacture, mine, bore for. produce, buy, sell and deal in any articles or materials used in the manufacture of iron or steel in any form, or in the manufacture of any article made therefrom ; to buy and sell other merchandise, and to conduct such other Inisiness as may be inci- dental or advantageous to the manufacture of iron or steel, or of any article made therefrom. 404 CORPORATION FORMS AND PRECEDENTS. Form 373. . BAGGING. To manufacture bagging and other articles, to purchase and sell raw materials used in the manufacture thereof, and machinery and property useful and convenient in such manufacture, to acquire by purchase, lease or otherwise mills and machinery therefor, in the states of the United States and elsewhere, and in general to do all such things as may tend to promote or be eflScient in the conduct of the business of the manu- facture and sale of bagging throughout the United States and elsewhere. Form 374. BAGS. To manufacture bags, twines, rope and cordage from burlap, cotton, paper and other suitable material, and to sell such articles so manufactured by it. Form 375. BAKERS. To carry on business as bakers and manufacturers of and dealers in bread, flour, biscuits and farinaceous compounds and materials of every description. To construct, acquire, hire, hold, work, let and sell mills, factories, bakehouses, shops, buildings, machinery and appliances suitable for such baking, manufacturing and dealing. Form 376. BAKERY. To manufacture, buy and sell bread, cakes, pies, crackers, biscuit, pastry, ice-cream and other food products and all kinds of pastry, bread stuffs and other similar articles. Form 377. BAKERY. To manufacture and sell all kinds of bread, cakes, pastries, and confec- tions, and articles of like kinds, including the raw materials, ingredients, conserves and preserves used in connection with such manufacture and sale. Form 378. BALLOT BOXES. To hold, purchase, sell or otherwise dispose of patents and patent rights; to manufacture ballot boxes and disi)ose of the same by sale or other- wise, to hold, purchase or lease such real estate, not exceeding the amount prescribed by law, and such personal property as may be necessary or convenient for carrying on said business, SPECIFIC OBJECT CLAUSES. 40L- Form 379. BANANAS. To plant, cultivate, produce and purchase within Nicaragua and else- where in tropical and semi-tropical countries, bananas, oranges, limes and other fruits, spices, nuts and vegetable products, and to transport the same to and in the United States and elsewhere; to hire, lease, purchase, o\.n and operate plantations, live stock, tools, implements, machinery, steam- ships, cars and other property necessary or convenient for said purpose; and in connection therewith and in aid thereof, to establish and con- duct a general mercantile and jilanting business at, within and from the countries aforesaid or any of them. Form 380. BAND. To give entertainments and concerts and furnish music for hire. Form 381. BANKING. To carry on in the business of bankibg in all its branches, and to transact and do all matters and things incidental thereto, or which may at any time hereafter or at any place where the company shall carry on business be usual in connection with the business of banking or dealing in money or securities for money. To invest in or to advance and lend money on real, personal, and mixed securities, on cash, credit, or other accounts, on policies, bonds, debentures, bills of exchange, notes, letters of credit, or other obligations, on the deposit of title deeds, goods, wares, and merchandise, bills of sale, and bills of lading, delivery orders, warehouseman's certificates, notes, dock warrants, or other mercantile indicia or tokens, bullion, stocks and shares. To carry on the business of discounting and dealing in exchange, specie and securities. To deal in, weigh, and refine precious metals. To lend money on the security of existing or future produce. To act as agents for the sale and purchase of any stocks, shares, or securities, or for any other monetary or mercantile transaction. To carry on business as capitalists and financiers. To nego- tiate or pay in advance coupons and interest on public loans or securities. To contract for public and private loans, and to negotiate and issue the same. To act as agents for any government and other authority and for public and private bodies and persons. To promote, effect insurance, guarantee, underwrite, participate in, manage and carry out any issue, public or private, of state, municipal or other loans, or of shares, stock, debentures, or debenture stock of any company, corporation or association and to lend money for the purposes of any such issue. (The above form is merely suggestive. Banking corporations are usually regulated by statutes, which prescribe and limit their powers and the scope of their operations.) 406 CORPORATION FORMS AND PRECEDENTS. Form 382. BANKING. To establish and carry on the business of a bank whereof the head office or place of business shall be in , -n-ith such branches or agencies as may from time to time be determined. To carry on the business of banking in all its branches and departments including the borrowing, leasing or taking up money; the lending or advancing money, securities and property; the discounting, buying, selling and dealing iu bills of exchange, promissory notes, coupons, drafts, bills of lading, war- rants, debentures, certificates, scrip, and other instruments and securities, whether transferable or negotiable or not; the creating and issuing of letters of credit and circulating notes; the buying, selling and dealing in bullion and specie; the acquiring, holding, underwriting, and dealing with stocks, funds, shares, debentures, debenture stock, bonds, obligations, secur- ities and investments of all kinds; the negotiation of loans and advances; the receiving of money and valuables on deposit, or for safe custody or otherwise; the collecting and transmitting of money and securities; the managing of property and transacting of all kinds of agency business commonly transacted by banks. Generally to purchase, take on lease or in exchange, hire, or otherwise acquire any real and personal property and any right or privilege which the company may think necessary or convenient with reference to any of these objects, or the acquisition of which may seem calculated to facilitate the realization on any securities held by the company or to prevent or diminish any apprehended loss or liability. To undertake and execute any trusts the undertaking whereof may seem desirable, and also to undertake the office of receiver, trustee or auditor, and to keep for any company, government authority, or body, any register relating to any stocks, funds, shares or securities, or to undertake any duties in relation to the registration of transfers, the issue of certificates, or otherwise. (See note to preceding form.) Form 383. BANKING. To carry on the business of banking by discounting promissory notes, negotiating drafts, bills of exchange and other evidences of indebtedness; to receive deposits, buy and sell exchange, bank notes, bullion and coin; to loan money on personal and other security and to do a general banking business under the laws of the state of BAEEELS. See Cooperage. Form 384. BASEBALL. To lease, own, control and manage groimds for giving public exhibitions of baseball and other field games and outdoor entertainments of all kinds, manage and control a baseball club and other clubs for jilaying field SPECIFIC OBJECT CLAUSES. 407 games and giving entertainments and to do siu-h other business as it may engage in under the laws of Form 385. BEDDING. To manufacture and deal in comfortables, quilt spreads, bedding and all materials pertaining thereto. Form 386. BICYCLE MANUFACTURERS. (1) To acquire and take over as a going concern, the undertaking of tho and all or any of the assets and liabilities of that company. (2) To carry on the business of manufacturers of cycles, bicycles, tri cycles, velocipedes and carriages of all kinds and of all articles and thinj,s used in the manufacture, maintenance and working thereof, and also ail apparatus and implements and things for use in sports or games. (3) To carry on the business of mechanical engineers, machinists, fitters, mill- wrights, founders, wire drawers, tube makers, metallurgists, saddlers, gal vanizers, japanners, annealers, enamellers, electro-platers, painters and packing ease makers. (4) To buy, sell, repair, alter and deal in appara- tus, machinery, materials and articles of all kinds which shall be capable of being used for the purposes of any business herein mentioned or likely to be required by customers of any such business. Form 387. BISCUITS. To conduct a general baking business, and especially to bake and sell crackers, cakes and biscuits, and to do any and all manner of business ap- pertaining to a bakery; to purchase wheat, corn, oats, rye and other grains; to manufacture flour and other products of such grains; sell sucn flour, grains and products thereof, and also to purchase, lease and hold real estate and personal estate for the purpose of such business, and to do all things that may be necessary in said business. Form 388. BLEACHING AND DYEING. To dye, bleach, mercerize, and print, wool, cotton, silk, jute, and linen in warps, skein, yarn and piece goods. Form 389. BOARD OF TRADE FOR MUNICIPAL DEVELOPMENT. To further and promote the general business interests of the City of , , and to improve, extend and place upon a safe and more permanent foundation the general business and manufacturing in- terests of said city, and to hold such real estate as may be necessary for the said purposes. 408 CORPORATION FORMS AND PRECEDENTS. Form 390. BOILERS, BLOW PIPES AND ENGINES. To mamifac'ture blow pipes, engines, boilers and machinery, and all article3 used in connection therewith, including the buying, selling Oi Dtherwise dealing in all articles of a similar or cognate character. Form 391. BOILER CLEANER. To manufacture boiler cleaning devices and more especially such devices as are covered by letters patent to for the purpose of clean- ing boilers by electricity or otherwise; to buy, sell, rent or lease all such apparatus, machines and appliances as may be necessary for the purposes of cleaning boilers, locomotives and engines of all kinds and descriptions, such as are run by steam; and to hold, own, lease, buy and sell such machines and apparatus in all foreign countries and more especially under ' any improvements of patents granted to or others of a like ;' nature; to buy, sell, and hold any or all such machines, machine-shops, i and store houses as may be necessary for the manufacture and storage of * such appliances and to lease, purchase and hold such real and personal property as may be necessary for the successful prosecution of said busi- ness. Form 392. BOILERS. To manufacture evaporators, boilers, separators, heaters, condensers, dryers and any part or parts thereof, and articles of a similar character, and to buy and sell such articles. Form 393. BOILERS. To manufacture, buy, sell, deal in, deal with, handle, repair, construct « or erect, water tube boileis for stationary and marine purposes, and any and all appurtenances thereof; to manufacture, buy, sell, deal in, deal with, handle, construct or erect any and all kinds of boilers, engines, machinery, tools, implements, motors, castings and any and all materials and supplies of any kind or character connected therewith or a part thereof; to manufacture iron, steel, copper, lumber and any other materials, and all or any articles consisting or partly consisting of iron, steel, copper, wood or any other materials and all or any products thereof; to engage ' in manufacturing of all kinds, and to manufacture articles of any and every kind ; to manufacture, produce, deal in and handle any and all kinds of machinery and mechanical devices of every kind and character. Form 394. BOLTS. To manufacture from iron or steel or both, or from any other metal, chaplets, bolts, nuts and other articles of commerce of a similar character and to sell such articles so manufactured by it. SPECIFIC OBJECT CLAUSES. 409 Form 395. BOOK BINDERS. To acquire buildinfjs, inachuiery, tools, types, presses, fixtures, and materials of various kinds, suitable for printing and binding books, maga- zines, pamphlets and papers of every description, and to do any and all acts and transact any and all business that shall be or become incident to, or arise out of, or be connected with such business or any part thereof, to the full extent that the same shall be or become allowable or authorized under the statutes of this state now or hereafter to be in force. Form 396. BOOM To construct a boom or booms with or witliout piers, and a dam or dams; and to stop and secure rafts, logs, masts, spars, staves, railroad ties, lumber and other timbers that are drifted and floated out of c) cek in county Form 397. BOOM AND LUMBER. To construct, maintain and operate one or more booms and dams from a point at or near the mouth of creek, on the river and at other points to the headwaters of said river together with all the tributaries thereof, and to stop and secure rafts, logs, timber, lumber, and other floatablcs thereon; and to perform upon said river and its tributaries any and all of the franchises authorized to boom and dam companies by the laws of the state of , and for such other operations, purchases, etc., as may be lawful and necessary to the economi- cal and successful working of the enterprises; and further to buy lands having lumber thereon and to buy timber privileges and timber standing on the lands of others; to buy logs and convert all such timber and logs into lumber; to buy timber of all kinds and to manufacture doors, sash, frames for doors and windows, and frames for houses, headings, staves, and bar- rels, and other kinds of wooden vessels and handles for all kinds of tools, utensils and implements, and furniture, and all other articles manufactured from wood; to gather and buy tan bark; to sell and dispose of all such lumber, furniture and other articles which may be manufactured by said company, and such tan bark; and generally to carry on a general lumber business and manufacture useful articles therefrom and sell the same; and to exercise any and all of the franchises authorized to lumber com- panies by the laws of the state of Form 398. BOTTLES. To manufacture, buy, sell and deal in corks, sponges, chamois, glass bottles, glass ware, metal ware, wooden ware and other articles of a similar or cognate nature. 410 CORPORATION FORMS AND PRECEDENTS. Form 399. BRASS AND IRON. To manufacture all kinds of goods whether made of brass, iron or steel or other substances, used by plumbers, steam fitters, gas fitters, boiler makers, and engine builders, and any other articles that the said company may desire, and to sell and deal in the same; to make all molds, models, patterns and tools necessary or useful for purposes of manufacturing; and to buy and deal in patents pertaining to the goods manufactured and to sell rights thereunder to others ; and to carry on a general manufacturing business. Form 400. BREWERY. (1) To acquire and take over as a going concern the business of brewers, and otherwise heretofore carried on under the firm name of " and Company, " at , in the County of , and elsewhere, and all or any of the assets and liabilities of that firm in connection therewith. (2) To .carry on the business of brewers and maltsters in all its branches. (3) To carry on any of the business of hop merchants and growers, malt factors, corn merchants, wine and spirit merchants and importers, and distillers, coopers and bottlers, bottle makers, bottle-stopper makers, potters, manufacturers of and dealers in aerated and mineral waters, and other drinks, hotel keepers, restaurant keepers, lodging-house keepers, ice manufacturers and merchants, tobacconists, farmers, dairymen, yeast dealers and grain sellers and dryers. (4) To carry on any other business, whether manufacturing or otherwise, which may seem to the company capable of being conveniently carried on in connection with any of the above businesses or objects, or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights for the time being. Form 401. BRICK. To buy, lease and mine fire clay, and manufacture and deal in fire, paving and building brick, sewer pipe, tile and any and all other useful articles that may be made in whole or in part from clay; to contract for and lay brick pavements and buy, own and operate steamers and barges in connection with such business, and generally to do all things proper and necessary in conducting such business. Form 402. BRICK, CLAY AND CEMENT COMPANY. To mine, quarry, excavate and bore for silica rock, silica sand, kaolin clay and other minerals and substances incidentally manufactured; to manufacture the same into brick, tile and other manufactured products, and to sell the same in crude or manufactured form, and to the extent required in such business, to purchase, sell and lease real estate. SPECIFIC OBJECT CLAUSES. 411 Form 403. BRIDGE COMPANY. To construct and maintain a toll bridge from the City of , County of , , across the Kiver to in the county of , State of , tii collect such tolls for passage over the same as may be lawfully charged; and to do all other things incidental or necessary thereto or that may legally be done. Form 404. BROKERAGE. To buy, Bell, trade, or deal in any kind or kinds of goods, wares and merchandise, eS^^ecially fruit and produce. Form 405. BROKERS. To do a general brokerage, commission, forwarding and export business; to buy, sell and deal in all kinds of commodities dealt in upon the Board of Trade and other Boards of Trade and Exchanges; to buy, sell and deal in all kinds of listed and unlisted stocks, bonds and securities on commission. Form 406. BRASS. To manufacture, buy, sell, and denl in jdumbing and steamfitting special- ties and supplies, hardware, machinery and parts of machinery, castings and products of a similar or cognate character. Form 407. BRASS FOUNDRY. To conduct a brass and iron foundry; to manufacture, buy and sell tools, machinery, im[iloments, valves, gauges, fittings, cocks, steam special- ties and all other articles of a similar or cognate character. Form 408. BREWERIES. To carry on business as brewers, distillers and manufacturers of, and merchants and dealers in beer, ale, porter, stout, wines,- spirits, aerated waters, and liquors of every description, whether intoxicating or not, and of casks, bottles, and other receptacles for the same, and of malt, hops, grain, meal, yeast, and all other materials and things capable of being used in connection with any such business or manufacture. To carry on the business of hotel, tavern, and lodging-house keepers, caterers and pur- veyors of refreshments and stores of every description, tobacconists, car- riers and livery stable keepers. V 412 CORPORATION FORMS AND PRECEDENTS Form 409. BRUSHES. To manufacture, buy, sell, export, and import, deal in and deal with all kinds of brushes and other articles incident to the making of brushes; to manufacture, buy, sell, deal in and deal with machinery, apparatus and implements of every kind, character and description pertaining to the makiDg and manufacturing of brushes; to own, operate and carry on one or more tanneries; to buy and sell hides and skins; to tan and finish leather of all classes and kinds; to buy and sell leather; to buy and sell scrap leather and the by-products of tanning; to buy and sell hair of animals of every kind and description; and to buy and sell fibre of any character or description; to engage in manufacturing of all kinds and to manufacture articles of any kind and every kind; to produce, deal in and handle any and all kinds of machinery and mechanical devices of every kind and character; to manufacture, buy, sell and deal in and deal with chemicals of all kinds and all articles and things used in the manufacture, maintenance and working thereof, and also all apparatus and implements and things for use either alone or in connection with the products of which they are ingredients, or in the manufacture of which they are a factor; to manufacture, buy or sell all kinds of merchandise, materials and machinery, and to carry on a general merchandise business of buying and selling; to act as manufacturers' and others' agents in the buying and selling of all kinds of goods and materials in foreign countries, as well as to sell all kinds of goods in the United States. Form 410. BUCKLES. To manufacture, buy, sell, and deal in buckles and other appliances for neckwear, suspenders, garters, and all other articles of ladies' and gentle- men's wear for which such appliances may be adopted; and also to sell and deal in such real property as may be necessary to the successful prosecution of said business. Form 411. BUILDING COMPANY. To own, lease and operate saw-mills, to purchase, manufacture and sell lumber, brick and other building materials, to build and repair houses, boats and barges and other structures, to build, maintain and operate marine ways and docks, to conduct a mercantile business in connection with said operations. And to purchase, hold and lease such real estate as may be necessary for the successful operation of the aforesaid business. Form 412. BUILDING EXCHANGE. To promote mechanical and incidental interests among the several build- ing trades in and vicinity; to establish just and equitable principles of trade, and maintain uniformity in the letting of contracts SPECIFIC OBJECT CLAUSES. 413 for the erection of buildings in the aforesaid city and vicinity; to acquire, preserve and disseminate valuable business information; to adjust as far as practicable, controversies and misunderstandings arising between individuals, firms and corjioratidns engaged in various individual pursuits belonging to the building trades, and to provide effective means for the prevention of abuses and impositions on the various trades; to enforce all laws which may hereafter be enacted for the protection of the building trades and to secure l)y all lawful means, the punishment of any member of the asso- ciation violating such laws or the rules of the association. Form 413. BUNGS. To manufacture lumber, both rough and dressed, in all its forms, for building or any other use, to convert the same into bungs, or any shape of usefulness or demand, to buy and sell timber, lumber and its products, to deal in merchandise and materials necessary to the operating of a band and circular saw mill, planing mill and bung factory, and to own barges necessary for the transportation of such products, and to hold and convey real estate for the use of this corporation, to cut the timber therefrom, and to perform any and all operations which may be necessary or lawful thereto. Form 414. BUTCHERS. To deal i», buy, sell and slaughter cattle, calves, hogs, sheep and live slock generally, and to manufacture and sell the products thereof. Form 415. BUTTER AND CHEESE. To manufacture, buy and sell at wholesale or retail, butter, cheese and other merchandise. Form 416. BUTTONS. To manufacture, buy, sell and deal in buttons of every character and lescription, and all articles or products useful in the business of manu- .facturing, buying, selling, and dealing in buttons. Form 417. CABLE COMPANY. To buy, own, and sell existing patents for operating cable motors, to acquire patents for cable motors and improvements thereon as from time to time the company may find it expedient, and to sell or otherwise dispose of the same when so acquired; to build all machinery, structures or roads necessary to operate such cable system; to allow other companies or indi- 414 CORPORATION FORMS AND PRECEDENTS. viduals to use such cable system upon ? royalty for a term of years at such rents and on such terms as may be hereafter agreed upon between this com- pany and any other company, individual or individuals. Form 418. CAMP MEETING ASSOCIATION. To lay out and beautify a tract of land to be hereafter acquired either by purchase or lease, to be used for the purpose of holding camp meetings, social gatherings, reunions, and secular meetings of all kinds, to be under such rules and regulations as may. or shall be prescribed from time to time by the directors of the said association. Form 419. CANAL CONSTRUCTION. To enter into and upon and undertake the performance of a contract with the Company and all such other corporation or corporations, joint stock association or associations, copartnerships or individuals, as may have power and authority to enter into contracts therefor, for the construction of parts, sections, portions, or the whole of a canal through the territory of the republic of from the Atlantic to the Pacific Oceans, and also the branches or lateral canals connected therewith; and to furnish labor, skilled and unskilled, and materials of any and every description therefor together with all that is in any way, either directly or indirectly, or remotely incidental thereto. To acquire by purchase, devise, demise, gift or otherwise, any real estate in the iepublic of or elsewhere, which may be deemed necessary, useful, con \enient, or profitable in respect to the objects aforesaid or any or either or all of said objects, and at any time to sell, alienate, lease, charge by way of hypothecation, mortgage, convey, or otherwise dispose of said real estate or any part thereof; to enter into, upon and undertake the perform- ance of contracts with the said, ,..,,«^.. Company, or any other cor-. poration, corporations, joint stock company, associations, copartnerships, or individuals, to carry freight, and to transmit personal property of any and every description; to dredge either in or about said canal, its branches or lateral canals connected therewith, or in waters directly or remotely adjacent thereto, or to either or any of them; to furnish labor of every description, skilled and unskilled, and materials of all kinds, including scows and vessels operated by either steam or any other method of pro- pulsion; to contract for and to acquire by purchase or otherwise, and to buy, sell, hold, own, lease, construct, enlarge, repair, complete, equip, operate and aid in constructing, extending, enlarging, repairing, com- pleting, selling or otherwise disposing of and operating canals, railroads, horse railroads, electric railroads, railroad bridges, engines, cars, rolling stock, and other railroad equipment, stores, merchandise, warehouses, telephone and telegraph lines, steamships and steamboats, steamships and steamboat lines, ships, boats, tugs, lighters, floats, barges, or vessels of any nature whatsoever or howsoever moved or propelled, which may be useful, necessary or convenient for the purposes, together with all build- ings, machine shops or other shops, wharves, docks, piers, landing places, SPECIFIC OBJECT CLAUSES. 415 elevators, business houses, dwelling houses or other useful, necessary or convenient structures or buildings upon, adjoining, or in any way con- nected with, directly or remotely, the said canal, railway, railway branches or lateral f-anals as aforesaid, at any point or points where the said canal or railway connects with the waters of the Atlantic or the Pacific Oceana, and all other erections necessary and appertaining thereto, with full and complete power, for the purpose of carrying out the objects aforesaid, to contract for, buy, acquire, and hold and sell the bonds, stocks, shares, obligations or securities of any state, government or local government, authority or individuals, and of any corporation, company, association, firm or individual; to make any and all contracts in its corporate name in connection with any of the objects aforesaid of any character which may be deemed necessary; to trade in any and all merchandise, heavy and light, and in any and all personal property between the ports of the United States and elsewhere, and the ports of either on the Atlantic oV the Pacific coasts; such merchandise and personal property in which the said trading may be done shall include any and all personal property of any description which may be legally made the subject of barter and sale. Form 420. CANNED GOODS. To buy, sell and pack canned goods for food; to buy, construct and operate factories for the manufacture of canned goods for food; to do all other acts necessary or incidental to the conducting of the canned goods business, such as the manufacture of cans, raising or growing crops for canning, and to buy, rent or lease real estate for any or all of these purposes. Form 421. CANNED GOODS. To preserve fruits, vegetables, meats and other articles of food in hermetically sealed cans; to preserve, evaporate, can and pickle meats, all kinds of fruit and vegetables of the farm, garden, or orchard; to buy and sell the same; and generally to deal in other articles and conduct all necessary business connected or incident to these purposes; to buy and sell merchandise of any kind, separately or in connection with the above purposes; and to acquire and hold such real estate as is necessary for the purposes of its business; and to manufacture, buy and sell cans and tinware generally. Form 422. CANNERY. To purchase, can, jar, and preserve vegetables, fruits and edible grains in wooden, tin, or glass cans or jars; to purchase and manufacture wooden, tin, or glass cans or jars, and any and all materials that may be necessary to the carrying on of the said canning, jarring, and ]ireserving business; and to soil the said vegetables, fruits and edible grains in cans, jars or preserves. f 1 *■ 1 i I 416 CORPORATION FORMS AND PRECEDENTS. Form 423. CAR BRAKES. To manufaeture, use, sell, lease, rent, or contract for the manufacture, use, sale, lease or rental of car brakes and all mechanical or other appara- tus, machinery and implements for applying and operating brakes on cars, and to acquire, purchase, hold and sell patent rights relating to the same, and to hold, buy, sell, lease, mortgage and deal generally in such real and personal estate as may be necessary and as may legally be done in the prosecution of said business, and to sell rights and grant licenses under any United States letters patent which may be acquired by the said corporation. Form 424. CAR HEATING. To manufacture, sell and lease steam heating machinery and appliances under various letters patent of the United States and other countries and otherwise, and to acquire the ownership and control of such letters patent, and to sell and lease territory rights and machinery under such letters patent, and to do a general steam heating business, and the business of manufacturing steam heating apparatus and appliances, also similarly for lighting and ventilating railroad cars and steamboats, and the operation of brakes upon railroad trains, by the use of electricity; to buy and acquire, and sell and dispose of, letters patent, rights, licenses and privi- leges for the aforesaid purposes, and to pledge, mortgage or otherwise dispose of such property, real and personal, as may be necessary or con- venient for the prosecution of any or all of the above mentioned objects. Form 425. CARPET. To carry on the manufacture of carpet yarns, carpets and similar fabrics made from wool and other fibers. Form 426. CARRIAGE WORKS. To manufacture, build and construct, alter, repair, paint and finish wagons, carriages, wheels, automobile bodies, tops, wind shields and slip covers, and accessories thereto and to sell and exchange the same. Form 427. CASTINGS. To manufaeture castings and forgings and other similar articles of iron or steel or both, or of any other metal, and to sell such articles so manufactured by it. SPECIFIC OBJECT CLAUSES. 417 Form 428. CATTLE FOOD. To manufacture and sell foods for cattle and poultry, and other foods, and to transact all lawful business arising out of the same, together with the manufacture and sale of such other useful articles, not prohibited by law, as may from time to time be determined u])on. Form 429. CEMENT MERCHANTS. To carry on all or any of the businesses of manufacturers of and dealers and workers in cement and other kindred substances, lime, plasters, whiting, clay, gravel, sand, minerals, earth, coke, fuel, artificial stone, and builders' requisites and conveniences of all kinds, and of engineers, ship, barge, lighter, and truck owners, quarry owners, builders and general contractors. Form 430. CEMENT. To manufacture, buy, sell and deal in cement of all kinds, lime, limestone, plaster and natural and artificial stone; and to erect, or buy, lease or otherwise acquire manufactories, kilns and buildings; to build, maintain and operate manufactories, kilns, Marehouses, and depots for manufacturing and storing, buying, selling and dealing in cement and other products, and to transport, or cause to be transported the same, and to do any and all things incidental thereto and necessary and proper to be done in connection with the matters and things aforesaid or any of them. Form 431. CEMETERY AND CREMATORIUM. To purchase or otherwise acquire, or to construct, lay out, fence and maintain one or more cemeteries at and elsewhere, 'and to use or permit the same to be used for the burial therein of human remains. To build, provide, fit up, equip and maintain one or more crematories, and to use or permit the same to be used for the cremation of human remains, and to provide urns and other suitable receptacles for such remains when cremated. Form 432. CEREALS. To manufacture the products and by-products, mixtures and com- pounds of corn, sugar, feeds, rice, sorghum, sago, wheat and other cereals and vegetables, and any article consisting, or partly consisting thereof. To buy and sell or otherwise to deal or traffic in corn, feeds, rice, sorghum, sago, wheat and other cereals and vegetables, and any and all of the prod- ucts and by-products thereof, and any mixtures or compounds thereof, and articles consisting or partly consisting thereof; and also to buy and sell or 418 CORPORATION FORMS AND PRECEDENTS. otherwise deal or traffic in glucose, starches, sugar, syrups, oils, chemicals and any and all of the products or by-products thereof, or any article consisting, or partly consisting therof, or any mixtures or compounds thereof. Form 433. CEREAL PRODUCTS. To buy, manufacture, sell, import, export and generally handle and deal in flour and feed and all other products of grain and other cereals. Form 434. CHAIRS. To manufacture and sell chairs, and furniture and seats, backs and arms for chairs, sofas, settees, benches, car and other vehicle seats, and also cushions and cushioned seats, backs and arms for the same, and also panels for decorative and other purposes. Form 435. CHEMICALS. To carry on the business of chemists, druggists, dry-salters, oil and color men, importers and manufacturers of, and dealers in pharmaceutical, medic- inal, chemical, industrial and other preparations and articles, compounds, cements, oils, paints, pigments, varnishes, drugs, dyeware, paint and color grinders, makers and dealers in proprietary articles of all kinds, and of electrical, chemical, photographic supplies, toilet articles, physicians and hospital supplies, surgical and scientific apparatus and materials. Form 436. CHEMICALS. To manufacture, buy, sell and deal in chemicals, chemical compounds and chemically prepared proprietary articles. Form 437. CHEMISTS. To carry on the businesses of chemists, druggists, drysalters, oil and color- men, importers and manufacturers of and dealers in pharmaceutical, medic- inal, chemical, industrial, and other preparations and articles, compounds, cements, oils, paints, pigments and varnishes, drugs, dyeware, paint and color grinders, makers and dealers in proprietary articles of all kinds, and of electrical, chemical, photographical, surgical, and scientific apparatus and materials. To buy, sell, manufacture, refine, manipulate, import, export, and deal in all substances, apparatus, and things capable of being used in any such business as aforesaid, or required by any customers of or persons having dealings with the company, either by wholesale or retail. SPECIFIC OBJECT CLAUSES. 419 Form 438. CHEWING GUM. To manufacture, prepare, compound, purchase, sell and deal in candies, chewing gum, confections and other foods and masticatories, and the ma chinery, devices, boxes, packages, wrai)piiig.s and supplies suitable to tlie same, and to purchase, hold, vend and license patents, patent rights and trade marks on the said articles. Form 439. CHINA. To manufacture and deal in china ware, porcelain ware, semi-porcelain ware, parian ware, iron stone china, tile, tiling, and other kinds of crockery and pottery; to market, deal in and transport glass, minerals and other articles used in the manufacture of crockery and pottery; and to deal in }>;iteiits and patent rights pertaining to crockery and pottery and to buy and sell merchandise generally. Form 440. CHROMATIC PRINTING. To carry" on the business of chromatic or other printing; to construct, lease and sell machines and improvements in machines relating thereto; to acquire inventions and patent rights relating to the said business; to deal in the same and to grant rights thereunder; and generally to transact any business pertaining to chromatic or other printing. Form 441. CHROME. To acquire, own, hold and operate, lease and let chrome iron ore mines, properties and deposits, proper for the object of its incorporation, or mino properties and deposits of iron ore or other substances containing chrome in any proportions, and to mine chrome iron ore, or iron ore, or other sub- stances containing chrome in any proportion, and to reduce and convert such ore and substances into bichromate of potash, and other compounds, com- binations, mixtures, solutions and chemicals of chrome, or into which chrome may in any manner enter, and the extraction of chrome or any of its com- pounds, mixtures, solutions, combinations and chemicals from such ore and substances, and the extraction of any other valuable or useful ingredients from such ore or suVtHtaiicos and the manufacture and sale of such bichro- mate of potash and any compounds, mixtures, solutions, combinations and chemicals of chrome and other ingredients of such ore and substances, and the maintenance of such means, factories, buildings, machinery, furnaces and appliances, and the use thereof, as shall be necessary, desirable, con- venient or proper to carry out the purposes of said company. 420 CORPORATION FORMS AND PRECEDENTS. Form 442. CIGAR BOXES. To manufacture and sell cigar boxes, lock corner boxiBS, cigar box lumber, mill work in wood, and wood specialties. CIGAKS. See Tobacco. Form 443. CLAY PRODUCTS. To manufacture and sell fire-clay, shingles, pressed brick and any other articles made out of clay. Form 444. CLEANSING. To clean and renovate textile fabrics, household furniture and public and private buildings by the use of compressed air machines. Form 445. CLOTHING. To manufacture, repair and sell ladies', misses' and children's wearing apparel. Form 446. CLOTHING MANUFACTURERS. To manufacture and sell as custom tailors wearing apparel for men and women. Form 447. CLUB. To purchase, own, refit and improve a building or buildings already con- structed in the city of or to erect and maintain a building or buildings in said city, a part thereof to be used as a hall for the accommo- dation of assemblies and lectures, musical, literary, social and other enter- tainments, and scientific and other exhibitions, and parts thereof to be used for reading rooms, billiards and dining rooms, and for ten pin alleys, and for the further purpose of furnishing or providing for such lectures, enter- tainments and exhibitions; to carry on and keep up a billiard room and ten- pin alley and to own sufficient real estate in said city to carry out the pur- poses hereinbefore expressed. ; Form 448. COACH AND WAGON BUILDERS. To carry on the business of wagon or railway or other coach builders, carriage, car, cart and dray or other vehicle builders, iron SPECIFIC OBJECT CLAUSES. 421 founders, mechanical engineers and manufacturers of implements and ma- chinery, iron and brass founders, metal workers, boiler makers, millwrights, machinists, smiths, wood workers, builders, painters, engineers, gas maker?, and general merchants. To buy, sell, manufacture, repair, convert, lease, let on hire, and dual in any or all of the above-mentioned articles or things. Form 449. COACH. To own and operate a line or lines of coaches or carriages, drawn by horses or mules, for the transportation of passengers and packages for hire and to acquire by lease or purchase all property real and personal, necessary in the conduct of such business, and to do such other things as are incident, proper and necessary to the successful operation of the business aforesaid. Form 450. COAL. To mine, transport, and sell coal, to manufacture, transport and sell coke and the by-products thereof, and for this purpose to acquire and dispose of, buy, sell, lease, or otherwise buy real estate, buildings, machinery and im- provements necessary or convenient in the conduct of the said business. Form 451. COAL. To mine, prepare for market and sell fire-clay, coal, coke and other coal products, with the right to sell, lease, exchange or otherwise dispose of its real estate by action of its board of directors, without prior action of its stockholders. Form 452. COAL. To mine, sell and ship coal and other minerals incidentally developed; to manufacture, sell and ship coke and its by-products; to purchase, lease and hold in fee simple or upon royalty or rental or otherwise, and to sell, lease or otherwise dispose of, coal and coal lands and other real and personal property necessary or convenient in the transaction of said business, and to do such other business as may be incidental to the business of the said com- pany, with the right to sell, lease or release any and all of its real estate by vote of its directors without the consent of its stockholders. Form 453. COAL, IRON AND STEEL. To carry on the trades or businesses of iron masters, steel makers, steel converters, colliery proprietors, coke manufacturers, miners, smelters, engi- neers, tin-plate makers, and iron founders, in all their respective branches. To search for, get, work, raise, make merchantable, sell and deal in iron, 422 CORPORATION FORMS AND PRECEDENTS. coal, ironstone, brick-earth, bricks, and other metals, minerals and sub- stances, and to manufacture and sell patent fuel. To carry on business as manufacturers of chemicals and manures, distillers, dye makers, gas makers, metallurgists, and mechanical engineers. Form 454. COAL AND COKE. To mine coal, manufacture coke and ship and sell the same, to buy, lease and hold coal and ncineral lands, for the purposes aforesaid; to buy and sell goods, wares and merchandise, and to do a general mercantile business and all other things incidental or auxiliary to the transaction of a general coal and coke business. Form 455. COAL AND IRON. To mine coal, iron ore and other minerals; to manufacture and sell coke, iron, steel and other metals and articles composed wholly or partly of iron or steel or other minerals; to erect and operate furnaces, rolling mills, forges, foundries, pipe works, and all machinery, fixtures, buildings, struct- ures, and appliances that may be necessary for the conduct of its business; to quarry limestone and other stone, bore for salt and dig clay and sand: to manufacture and prepare in any way the production of such operations for market or for its own use; to acquire, purchase, lease or control lands, mining rights and privileges, timber and timber rights, water and water power and privileges and such other property, real or personal, and such other rights, and interests in lands and other property as may be required in the conduct of its business; to sell, lease, or otherwise enjoy or dispose of said land or other property, rights and privileges ; to lay out lands owned by it in the neighborhood of its works into parcels or lots, and to improve such lands by the erection thereon of dwellings, stores, and other buildings, and to lease and sell such lots and buildings; to erect and maintain harbors, dams, reservoirs, pipe lines, and other works for the purposes of its business and to supply water to towns and buildings at or near the place or places where its business is carried on; to make and use roads, highways, railroads and tramways in connection with its operation; to build vessels and ships and operate the same for the purpose of transporting its products to mar- ket ; and to carry on in connection with any or all of the said purposes the business of buying and selling goods, wares and merchandise and of doing and transacting all business properly connected with or incidental to any or all of said purposes. Form 456. COAL AND IRON. To manufacture iron or steel or both, or any other metal, or any article of commerce from wood or metal or both, and said corporation shall have the right to purchase, lease, hold, mortgage and sell real estate and mineral rights, to prove and open mines, to mine and prepare for market or for its own use and consumption, coal, iron ore and other minerals, and to erect and SPECIFIC OBJECT CLAUSES. 423 construct furnaces, forgefi, mills, foundries, manufactories and such other improvements and erections as it may deem necessary, and to manufacture iron or steel, or any other metal, or either thereof, in all shapes and forms, and either of these metals exclusively, and in combination with other metals or with wood, and to transport all of said articles or any of them to market, and to dispose of the same. Form 457. COFFEES. To manufacture, buy, sell and deal ia coirees, teas, si)ice8 and condiments of all kinds and descriptions. Form 458. COLD STORAGE. To manufacture ice for sale, and the cold storage or freezing of perish- able merchandise; to provide a plant capable of manufacturing tons of ice dailv, or such other amount of ice as the business of the com- pany may require; to provide cold or other storage rooms, and such addi- tional cold and general storage capacity as may be deemed advisable or necessary to the successful conduct of the business of caring for and freez- ing perishable goods, and to do a general storage business; to furnish cold air; to acquire such real and personal property as the business of the com- pany may require; and to do any and all things necessary or incidental to the successful conduct of the business aforesaid, including the advancing of money on warehouse receipts or otherwise. Form 459. COLD STORAGE. . To establish and maintain a system of refrigeration by which the public may obtain materials for refrigerating purposes through pipes or conduits from central stations, and in furtherance of said business, to establish and maintain a warehouse or warehouses for the storage of merchandise. Form 460. COLLECTION AGENCY. To conduct the business of an agent in the collection, adjustment, com- promise and settlement of debts, demands, accounts, estates and claims of all kinds, including damage claims, and also the business of credit reporting. Form 461. COLLEGE. To establish and maintain an institution of learning at under the auspices and direction of the '. Association, for the instruction of students in the various branches of a thorough and liberal education, literary, scientific and ornamental, with authority to confer de- 424 CORPORATION FORMS AND PRECEDENTS. grees and grant diplomas to such persons as shall in their judgment merit the same, and to acquire, hold and control such real and personal property as may be necessary, subject to the limitations of law, for the proper equip- ment of said college. Form 462. COLLEGE OR SCHOOL. To establish and carry on at a school (or college) where students may obtain on moderate terms a classical, mathematical and gen- eral education. To provide for the delivery and holding of lectures, exhibitions, public meetings, classes and conferences calculated directly or indirectly to advance the cause of education, whether general, professional or technical. Form 463. COLLIERIES. ' To purchase, lease and otherwise acquire, exchange, hold and develop coal lands and other real estate and property necessary and convenient for the purpose of the organization and business of the corporation, and to mine coal and such other materials as may be incidentally developed, and to manufacture coke, and other products of such minerals, and to ship and sell the same, and to purchase, acquire, erect, hire and maintain, all rolling stock, boats, barges, plants and machinery and other property necessary and con- venient for the carrying on of said business, with the right to sell, lease or release any or all of its real estate by vote of its directors without the con- sent of its stockholders. Form 464. COLLIERY. To acquire, own, lease, occupy, use or develop any lands containing coal; to mine or otherwise to extract or remove coal from any lands owned, ac- quired, leased or occupied by the company, or from any other lands; to manufacture, buy and sell, or otherwise to deal and traffic in coke and any and all by-products of coal, and generally to buy and sell, or otherwise to deal or traffic in coal, coke, wood, lumber, stone and other materials, and any of the products thereof. Form 465. COLONIZATION. (1) To purchase or otherwise acquire any landed property in the State of , in the United States of America, and in particular an estate known as (2-) To develop the resources of and turn to account the lands, buildings, and rights, for the time being of the Com- pany in such manner as the Company may think fit, and in particular by clearing, draining, fencing, planting, building, improving, farming, grazing, mining, and by promoting immigration, establishing towns, villages, and settlements. (3) To carry on the business of farmers, graziers, meat and SPECIFIC OBJECT CLAUSES. 425 fruit preservers, brewers, planters, miners, metallurgists, quarry owners, brickmakers, builders, contractors for the construction of works, both public and private, merchants, importers and exporters, printers, publishers, bank- ers, ship builders, ship owners, brokers and any other business which may seem calculated, directly or indirectly, to develop the Comi)any 's property. (4) To construct, carry out, 8uj)port, maintain, improve, manage, work, operate, control, and superintend railways, tramways, docks, harbours, piers, wharves, canals, reservoirs, embankments, irrigation, reclamation, improve- ment, sewage, drainage, sanitary, water, gas, electric light, telegraphic, tele- phonic, and power supply works, and hotels, warehouses, markets and public buildings, and all other works or conveniences of public utility, exchanges, churches, baths, chapels, parks, schools, museums, places of recreation, racecourses, baths, and any other works, and conveniences which may seem directly or indirectly conducive to any of these objects, and to contribute to or otherwise aid or take part in the construction, carrying out, support, maintenance, improvement, management, working, operating, controlling and superintending the same. (5) To lend money and other property, to guarantee the performance of contracts and obligations of all kinds, to act as agents in the management, sale, and purchase of property, and generally to transact business as capitalists, bankers, and financiers. (6) To carry on and transact any other businesses and operations, manu- facturing, commercial, or otherwise, except the issuing of policies of assur- ances on human life, which the Comj)any may think directly or indirectly conducive to anj- of its ol)jects, or capable of being conveniently carried on in connection therewith. Form 466. COLORS. To manufacture, sell and deal in paints, colorings, enamels and chemicals for making color. Form 467. COMMISSION MERCHANTS. To carry on business in the United States or elsewhere as factors, agents, commission merchants or merchants to buy, sell, manipulate and deal in, at wholesale or retail, merchandise, goods, wares, food products and commodities of every sort, kind or description and to carry on any other business whether manufacturing or otherwise which can be conveniently carried on with any of the company's objects. To open stores, offices or agencies throughout the United States or elsewhere, or to allow or cause the legal estate and interest in any properties or business acquired, established or carried on by the com- pany to remain or be vested in the name of, or carried on by any other company formed or to be formed, and either upon trust for, or as agents or nominees of this company, and to manage the affairs or take over and carry on the business of any such other company formed or to be formed, and to exercise all or any of the powers of any such comj)any, or of holders of shares of stock or securities thereof, and to receive and to distribute as profits the dividends and interest on such shares of stock and securities. To purchase or otherwise acquire and undertake, all or any part of the 426 CORPORATION FORMS AND PRECEDENTS. business, property and liabilities of any persons or company, carrying on any kind o±' business -which this company is authorized to carry on. To enter into partnership or into any arrangement for sharing profits, union of in- terests, reciprocal concessions, or cooperate with any person or company carrying on or about to carry on any business which this company is author- ized to carry on, or any business or transaction capable of being conducted t-o as, directly or indirectly, to benefit this company. Form 468. COMMISSION MERCHANTS (ANOTHER FORM). To carry on a general merchandise business, and a general commission business, that is, to buy and sell dry goods, groceries, boots and shoes, hats, notions and other merchandise, and to receive for sale and to sell on com- mission cotton, wool, hides and any produce consigned for sale, and to make advances on such consignments, and to charge for such sales and advances. Form 469. COMPRESSED AIR MOTORS. To acquire certain letters patent and rights under the same, covering a certain system of compressed air as a motive power for self-propelling cars, and a certain system of compressing air by mechanical means by the use of compressors or other mechanical means by the use of compressors or other machinery, and to manufacture, sell and lease such self-propelling cars and other railroad equipment, and such compressors and machinery, and to sell and lease the right to manufacture or use such cars and equipment, •om- j)res8ors and machinery, and to do whatever may be incident or necessary for carrying out the purposes above specified. Form 470. CONDUITS. To carry on a general business of laying, conducting, and insulating and distributing wires used for electrical purposes, and of constructing conduits for the same; to carry on a general business of manufacturing and dealing in insulating and other materials of a like character, and all machinery, implements and articles which may be deemed necessary and of advantage to the carrying out of the business of this company; and to do any and all acts connected with the objects for which the company is formed or which may be considered and deemed useful and expedient thereto by the board of directors, which a firm or copartnership lawfully formed in the state of may do. Form 471. COJJFECTIONERY. To manufacture and sell at wholesale and retail, candies and confection- ery, confectionery novelties and cocfectionery supplies, and the ingredients and by-products thereof. SPECIFIC OBJECT CLAUSES. 427 Form 472. CONFECTIONERY. To manufacture, buy, sell, deal in and deal with, candy, syrup and con- fections of all kind, and the raw material from which they are made, and ths products made therefrom and all like or kindred products; to manufacture and prepare for market, to market and sell, candy, syrups, confections and kindred products and all other articles or jjroducts whatsoever used in their manufacture or composition; to acquire by purchase, manufacture, or other- wise, all materials, supplies aud other articles necessary or convenient for use in connection with aud in carrying on the business herein mentioned, or any part thereof. Form 473. CONSTRUCTION. To carry on and conduct a general engineering and contracting business, including therein the designing, constructing, enlarging, repairing, removing or otherwise engaging in any work upon buildings, roads, highways, manu- facturing plants, bridges, piers, docks, mines, shafts, waterworks, railroads, railway structures, and all iron, steel, wood, masonry and earth construction, and to extend and receive any contracts or assignments of contracts there- for, or relating thereto, or connecting therewith, and to manufacture and furnish the building materials and supplies connected therewith. Form 474. TO CONSTRUCT WORKS. To construct, improve, maintain, work, carry out, or control any roads, ways, tramways, railways, branches, or sidings, bridges, reservoirs, water- courses, wharves, manufactories, warehouses, electric works, shops, stores, and other works and conveniences which may seem calculated directly or indirectly to advance the company's interests, and to contribute to, sub- sidize, or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out, or control thereof. Form 475. CONSTRUCTION. To contract for and erect buildings of every description, and to manu- facture and sell building materials from iron, steel or any other metal or stone, brick, cement, wood, or other material. Form 476. CONSTRUCTION. To carry on a general contracting business, and to excavate, grade, pave and construct sewers, bridges, buildings, railroads, highways and public and private works of all kinds; to construct, alter, decorate, furnish, fit up and improve buildings of every sort and kind, including the laying of pavements 428 CORPORATION FORMS AND PRECEDENTS. of every description; to make and execute contracts for all kinds of con- struction work. Form 477. CONTRACTING. To contract for the construction of public works, railroads or any other works, and for the purpose of carrying on the business of merchandising or any other business incident to such contracting aforesaid; to buy and sell personal property of all kinds, and to do all things, which a contracting corporation may do; such contracting and business to be carried on in the United States and foreign countries. Form 478. COOPERAGE. To manufacture and sell kegs, barrels, and other vessels or utensils of similar nature, hoops, staves and headings, from metal or wood, or both, and also all kinds of cooperage supplies of metal or wood, or both. Form 479. CO-OPERATIVE INVESTMENT COMPANY. To issue and sell bonds upon monthly installments and payable from re- demption and reserve funds made up from the appropriation of a certain part of the installments paid in according to tables which insure perfect equity to both large and small investors, the advantages of the association l*eing to encourage and assist persons of moderate means to systematically save and by co-operation to realize larger profits than they could do by in- vesting in savings banks or building associations. Form 480. CORDAGE. To manufacture, purchase, sell and deal in cordage, ropes, twines, threads, yarns, flax, hemp and tow, and all articles of a similar or cognate character. Form 481. CORN PRODUCTS. To manufacture, buy, sell and deal in and deal with, corn and vegetable products, chemical compounds, dynamite, gun-powder, cellulose and its de- rivatives and compounds, extracts, chemicals, raw and manufactured articles, and of like or kindred products; to manufacture, treat, prepare for market, market and sell the same, and any articles or product in the production or composition of which they or either of them are a factor; to buy, sell, treat, manufacture, refine, manipulate, export, import and deal in all substances, vegetable, chemical or otherwise, apparatus, products and things capable of being used in any such business as aforesaid, or required by any customers or persons having dealings with the company. SPECIFIC OBJECT CLAUSES. 429 Form 482. CORRESPONDENCE SCHOOL. To establish courses of study and give instruction therein by correspond- ence and otherwise to such persons as may desire it, in mathematics, physics, the arts and sciences, En^^lish and foreign languages, pedagogy, and all subjects constituting a technical, scientific, classical, or academical education. COTTON SEED. . See Oil Cake MANurACTtmEES. Form 483. COTTON SPINNING. To carry on the business of spinning or manufacturing or dealing in cot- ton or other fibrous substances, and the preparation, dyeing, or coloring of any of the said substances, and the sale of yarn or other manufactured fibrous products. To erect, purchase, or take on lease, or otherwise acquire any mills, works, machinery, and any other real and personal proj)erty ap- l-ertaining to the goodwill of, and any interests in, the business of spinning cr manufacturing cotton or other fibrous substances. Form 484. COTTON SPINNERS. To carry on all or any of the businesses following, namely: cotton spin- ners and doublers, flax, hemp and jute spinners, linen manufacturers, flax, hemp, jute and wool merchants, wool combers, worsted spinners, woolen spinners, yarn merchants, worsted stuff manufacturers, bleachers and dyers, and makers of vitriol, bleaching and dyeing materials; and to purchase, construct, prepare, spin, dye and deal in, flax, hemp, jute, wool, cotton, silk, and other fibrous substances, and to weave or otherwise manufacture, buy and sell and deal in linen, cloth and other goods and fabrics, whether textile, trebled, netted or looped. Form 485. CREAMERY. To engage in the manufacture of butter, cheese and other products of milk and cream, and to sell and dispose of said products when manufactured. Form 486. COUPLERS. To make, contract for the manufacture or purchase of, buy, use, sell, lease, rent or mortgage, all mechanical or other apparatus, machinery and implements for coupling ears, or any other article or articles connected therewith or incident thereto, or any or all of them, and in general to do a general manufacturing business. 430 CORPORATION FORMS AND PRECEDENTS. Form 487. CROCKERY. To manufacture, sell and deal in china, porcelain ware, semi-porcelain ware and all kinds of crockery and porcelain ware; also to acquire lands containing the clay, minerals or other ingredients or articles used in the making or manufacturing of said wares and crockery; and to mine and transport such minerals, ingredients, clay or other articles to its place of business. And to do all other business properly pertaining and belonging to such a corporation. Form 488. CUTLERY. To buy, manufacture, sell, export, import and deal in knives, razors, sharp-edged tools and all other forms and classes of cutlery. Form 489. DAIRY PRODUCTS. To purchase, sell and deal in milk and cream and other dairy products, and to manufacture and sell any of the products or derivatives of milk or cream, and for the purpose above described to operate an artificial cold stor- age plant, and to manufacture ice, and to conduct such other lines of busi- ness as may be necessary for carrying on a general dairy business. Form 490. DENTAL SUPPLIES. To manufacture and sell, at wholesale and retail, dental and surgical sup- plies, instruments, apparatus, appliances, appurtenances and articles and preparations of all kinds which are useful or convenient in the science and practice of dentistry and surgery. Form 491. DEPARTMENT STORE. To conduct a store in the City of for the sale of general merchandise, consisting of women's and men's furnishings of all kinds, and to transact the general mercantile business of a department store. Form 492. DEPARTMENT STORE. To manufacture, purchase and sell merchandise for personal and house- hold use and adornment, and generally such articles of merchandise as are dealt in by department stores. SPECIFIC 0BJP:CT clauses. 431 Form 493. DEPARTMENT STORE. To carry on a genoriil (Iciiartnient store, to buy and sell dry goods, and to run a tailoring establishiiient. Form 494. DEPARTMENT STORE. To manufacture, purchase, and sell merchandise for personal, household and general use and ornament, including gold and silverware and all articles produced therefrom, and such other general merchandise ordinarily dealt in by a store selling everything pertaining to goods, wares and merchandise for personal, domestic, household or general use. Form 495. DEVELOPMENT. To mine coal, iron ore and other minerals; to prepare the products thereof for market; to make coke and prepare, transport, and sell the same; to make and manufacture iron and steel and other metals or either or any of them or articles composed of one or more metals, and to sell or otherwise dispose of the same; to erect and conduct blast furnaces, rolling mills, forges, mills, machinery, fixtures, buildings and all necessary apparatus required in the conduct of such business; to make, lease or contract for these or any of these purposes; to have the power from time to time on such terms as may be deemed advisable to purchase, lease, hold, or control in gny manner, or sell or dispose thereof when no longer necessary for the purposes of the corpor- ation, or at any time to lease any rights in real property or any mineral rights or timber rights, or any other estate or interest in lands, whether sit- uated in this state or in any other state or territory; to lay out said lands or any part thereof into parcels or lots of convenient size, with intervening roads, streets, lanes or alleys, and to develop, work, cultivate, improve or adorn the same; and to dispose of the same in any manner and upon such terms as the said corporation may think proper. Form 496. DIAMONDS. To purchase, sell and lease, diamonds and other precious stones, as well as to buy, sell, and lease other kinds of jewelry and articles generally con- nected therewith, upon a wholesale as well as upon a retail basis. Form 497. DISTILLERIES. To manufacture, distill and sell whisky at wholesale, and the use, iitiliza- tion and sale of the by-products occurring in the manufacturing, and dis- tilling of whisky; to extract alcohol and other s])irituous liquors and sub- stances from empty whisky barrels, casks and other vessels; to distill such extracts and to deal in and vend the same. 432 CORPORATION FORMS AND PRECEDENTS. Form 498. DISTILLING. To manufai'ture, buy, sell, deal in, distribute, store, warehouse and ex- port whisky of all kinds, high wines, spirits, alcohol, uud gins of all kinds, and to do and perform all kinds of distilling, redistilling; and rectifying high wines, spirits and alcohol, and of compounding and blending of gms and whiskies of all kinds; to manufacture, buy, sell, deal in, store, ware- house, distribute and export grain, molasses and all articles used in con- nection with the operation of a distillery, and to manufacture, buy, sell, deal in, distribute, store, warehouse, and export all products, or by-products of such articles, including such cooperage as may be necessary in conjunction with said distillery business. Form 499. DOCKS. To construct and establish at , a dock with patent and other slips, work shops, buildings, machinery, warehouses, and other conveniences; to carry on the business of proprietors of docks, wharves, jetties, piers, warehouses, and stores, and of ship owners, ship builders, ship wrights, enginemen, dredgers, tug owners, wharfingers, warehousemen, commission .agents, merchants, and any other business which can be conveniently carried on in connection with the above. Form 500. DREDGING. To dredge with machinery, deepen channels and build wharves; and in connection therewith to use any appliances for the purpose of iiHing up and reclaiming land, and owning and disposing of same. Form 501. DRESSMAKERS. To carry on the business of costumers, robe, dress and mantle makers, tailors, silk mercers, makers and suppliers of clothing, lingerie, and trim- mings of every kind, corset makers, furriers, general drapers, haberdashers, milliners, hosiers, glovers, lace makers and dealers, feather dressers and merchants, hatters, boot and shoemakers, dealers in fabrics and materials of all kinds, ribbons, fans, perfumes and flowers (artificial and natural). Form 502. DRILLING MACHINERY. To manufacture, construct and sell machinery of every kind and descrip- tion and articles of every nature, and more particularly engines, rock-drills, air compressors, ticket boxes, motors and machinery used in mines or in the business of mining, and to acquire, hold, possess, and own letters patent of the United States or of any foreign country, now or hereafter issued or 1x) SPECIFIC OHJKCT CLAUSES. 433 » acquire licenses under such patents for the manufacture and sale of ma chinery or improvements tbereon or articles of any nature, .md to beneficially use rights under such patents by vending the said patents or rights and licenses thereunder; to manufacture as herein specified, either directly or indirectly, or by contract with other corporations or with individuals; and for the better attainment of the general purposes thus indicated to pur- chase, lease, hold and convey all necessary property, real or personal, where- soever the same may be situated. Form 503. DRY DOCK. To build, repair, buy, sell and operate steam boats, barges and other water craft; to own and operate dry docks; and to carry on a general steam- boat and barge business; and also to own real estate and do a general mer- chandising business with the right to buy and sell whatever else may be advantageous or incidental to a general steamboat, barge and docking business. Form 504. DRY GOODS. To manufacture and sell dress goods and dry goods of every description. Form 505. DRY GOODS. To manufacture, buy, sell and deal in at wholesale and retail, dry goods, clothing, wearing apparel and textile fabrics of every kind, hats, caps, mil- linery, boots, shoes, furnishing goods, fancy goods, and all articles and mer- chandise of like general character and description, and to conduct the busi- ness of general dry-goods and clothing merchants, tailors, drapers, haber- dashers, milliners, dressmakers and general outfitters. Form 506. DRUGGISTS. To manufacture and compound drugs, chemicals and medicines, to buy, sell at wholesale and retail, and to deal in all kinds, of drugs, chemicals, oils, paints and patent, proprietary and other medicines, and to tarry on a general merchandise and drug business. Form 507. DRUGGISTS' SUPPLIES. To manufacture, buy, sell and deal in druggists' supplies, of every kind and description, drug sundries, sanitary appliances, fancy goods, and other articles and things used in and pertaining to the druggists' supplies busi- ness, and to do all acts and things reasonable and necessary for the conduct of such business or in connection therewith. 434 CORPORATION FORMS AND PRECEDENTS. Form 508. DYEING. To dye, finish and bleach cotton, wool, silk and other fabrics and sell the same, and to make, buy, sell and deal in all materials necessary, appurtenant and incident to the dyeing business. • . Form 509. DYEING. To dye, bleach, mercerize and print wool, cotton, silk, jute and linen in warps, skein yarn and piece goods. Form 510. EARTHENWARE. To manufacture, buy, sell and erect, porous earthenwares, terra cotta lum- ber and other products made from clay and saw dust, or clay, or clay and other materials; to contract for the manufacture, purchase, sale and erec- tion of porous earthenware, terra cotta lumber and other products made from clay and saw dust, or clay, or clay and other materials; to lease, pur- chase and sell real estate for the use of said com^jany in the conduct of its business, and to build houses for the exhibition and introduction of articles manufactured as aforesaid and to do and perform such other business as is necessary for the furtherance of any of the above named objects. Form 511. ELECTRIC. To carry on at and elsewhere in the County of in the State of , the business of an electric light company in all of its branches, and in particular to construct, lay down, establish, fix and carry out all necessary cables, wires, lines, accumulators, lamps and works- and to generate, accumulate, distribute and supply electricity and to light cities, towns, streets, docks, wharves, markets, theatres, buildings and places, both public and private. To carry on the business of electricians, mechanical engineers, suppliers of electricity for the purposes of light, heat, and motive power, or otherwise, and to manufacture and deal in all appliances and things required for or capable of being used in connection with the genera- tion, distribution, accumulation and employment of electricity. Form 512. ELECTRIC. To do a general electric, contracting, construction and engineering busi- ness, and to buy, sell and deal in supplies, appliances and apparatus used in and about said business. SPECIFIC OBJECT CLAUSES. 435 . Form 513. ELECTRIC. To manufacture, sell, erect and connect up electric motors and other elec- trical and mechanical specialties; to manufacture, deal in, sell and install all plants, pipes, and electrical apparatus, required in the electric equipment of buildings. Form 514. ELECTRIC (GENERAL). To carry on the business of electrical engineers and contractors, suppliers of electricity, carriers of persons and of goods, manufacturers of and dealers in railway, street railway, tramway, electric, magnetic, galvanic, and other apparatus, mechanical engineers, supplies of light, heat and power j and to acquire any inventions, etc.; and to construct railways, street railways, and tramways and work the same by steam, gas, oil, electricity or other power. Form 515. ELECTRIC HEAT AND POWER COMPANY. To construct, supply and maintain (if it engage to maintain) and to con- tract with the United States government or any bureau or department thereof, and with any state, county, city, township, borough, village or other municipality in any of the states or territories of the United States and the District of Columbia to do, or perform, or cause to have done or performed, and to associate itself with others in the doing and performing of any mat- ters and things set forth, contemi)lated or alluded to in any part hereof, and to contract with, or be associated or connected with any person, firms, com- panies, or corporations, having contracts or engagements for like, similar, or other purposes with any government, foreign or domestic to the United States, or any state or territory of the United States, and the District of Columbia, any state, county, city, township, borough, village, municipality, persons, firms, companies or corporations, for and about the doing, perform- ing, carrying out or maintaining any such arrangement, contract or agree- ment, and upon such terms and conditions as may be agreed, the following, viz: To generate and supply (or to supply only) heat of an/ kind and for any purpose by any means, method or mode; electric or other lighting; electric or o'.uer motive power to propel railway, street railway, tram or other vehicles; any sort of motive power for any sort of industry, either from direct electrical connection, storage batteries, steam or water power or other- wise, either separately, in combination, mi.xed, relayed or carried forth by pipes, rods, cables, wires, or otherwise; electrici+y for telegraph, telephone or other use, purpose or design, for which electricity is now used or to which it may be jnit or applied hereafter; and for these further purposes: To construct dams, canals or conduits, whereby to utilize water power in the River or other rivers or streams, but not so as to interfere with navigation; to sell or lease water jiowor or heat or either of them for any purpose and also electrical or other motive power; to lay wires or cables therefor; to construct, lay and open conduits; to place pipes, rods, 436 CORPORATION FORMS AND PRECEDENTS. cables, wires or other things under water, under ground or overhead as it shall deem necessary or best suited for the conduct of convenience of its business and its patrons; to hold, own and possess by purchase, lease, gift, devise, grant, settlement or otherwise such lands, buildings and other tene- ments as may be required and to erect such buildings for its employees or others as the company may desire; to erect such buildings, mills or structures on, in or underground, or supported thereon, for the furtherance of its busi- ness and enterprise as it may desire; to lay a cable or cables of any kind along or across the bottom of River or any other stream, but not so as to interfere with navigation, and to connect these by cables, wires, or other things or systems with its plant or plants, machinery, water or motive power, of its own or others, of any sort and to such places and points as it may desire and in such manner and fashion as it may deem best; to lay its cables, conduits, and connections in such materials and to use and adopt such devices and means as to it shall seem adapted to the successful operation and tarrying on of its business; to charge and collect such rents, compensation and tolls as it may agree to receive; to license others to put or place wires, cables or devices to connect with its wires, works and devices and at any time to disconnect, remove or cut any conduit, canal, wire, cable, device or connection. Form 516. ELECTRIC LIGHT AND POWER. To carry on the business of electricians, mechanical engineers, and manu- facturers, workers and dealers in electricity, motive power and light and any business in which the application of electricity or any like power or any power that can be used as a substitute therefor shall or may be useful, con- venient or ornamental or any other business of a like nature. To manu- facture and produce and either as principals or agents trade and deal in any articles belonging to any such business and all appliances and things used in connection therewitli or with any inventions, patents, or privileges for the time being belonging to the cTompany. To produce and accumulate electricity and electro-motive force, or other similar agencies and to supply the same for the production, transmission or use of any lighting, heating, motive or other power as may be thought advisable. To make experiments in and public exhibitions of electric force and lighting and electric machinery and appli- ances. To light streets, public places, public or private buildings, factories, mines, ships, lighthouses, railways, tramways, and other places or things, by means of electricity or to enable the same so to be lighted. To let out on hire any or all of the property of the company (whether real or personal) includ- ing every description of apparatus or appliances of the company. To carry on the business of suppliers of light, heat, and power, and carriers of passen- gers and goods. To acquire the right to use or manufacture and put up telegraphs, telephones, phonographs, dynamos, accumulators, lamps, and all appliances now known or that may hereafter be invented, connected with tho generation, accumulation, distribution, supplying, and employment of elec- tricity or any power that can be used as a substitute therefor, including all cables, wires or appliances for connecting apparatus at a distance with other apparatus and including the formation of exchanges or centers. SPECIFIC OBJECT CLAUSES. 43*7 Form 517. ELECTRIC LIGHT AND POWER. To supply li^lit, i)o\ver aud fuel of approved kinds, by any feasible metbods or means, to all persons and places, public and private, where either may be desired, inL-luding the manufacture and supply of electricity and electrical machines, appliances aud fixtures for the purpose aforesaid. Form 518. ELECTRIC LIGHT AND POWER. To supply the towns of and the public generally with electric light for illumination and electricity for motive power for manufacturing j'urposes; to supply the town of with water for public and domestic u9e; to manufacture ice and sell the same generally. Form 519. ELECTRIC LIGHT AND POWER. To manufacture, conduct and carry on the business of furnishing electric light and illumination in the open air, in houses, cars, wagons, cabs, car- riages and other vehicles, and in mines and other places, and to furnish electric motor power for sewing machines, dentists, lathes, ventilating fans, grinding mills, streets cars, launches and small boats, and other machinery for mechanical or artistic and scientific purposes or uses; to purchase and sell or license or rent patent rights for the obtaining and holding of franchises, and in general to do any and all acts permitted by or not in- consistent with the laws of the state applicable to corporations. Form 520. ELECTRIC LIGHTING MACHINERY. To manufacture electric light machines, generators, storage batteries, primary batteries, accumulator cells, dynamos, motors, transformers and all appliances of every and any nature, kind or description in any way con- nected with the manufacture of electric light; to apply for, obtain and acquire by purchase or otherwise and to use and dispose of letters patent, licenses, concessions, and grants for or in respect of inventions relating to the generation, production, transmission, distribution and application of electricity for light, heat or power; to sell and dispose of state, county, city and town rights for the use of any and all patents, licenses, concessions, and grants for the production of light, heat or power by electricity; to buy, manufacture, import, sell, use and lease all necessary machines, appli- ances, and materials necessary for the production and distribution of electric light, heat and power; to erect, construct and lease all works, houses or buildings necessary for the purposes of the company; to acquire land and liersonal property; to make and carry into effect contracts and agreements with any other company, corporation or persons; to buy. sell the stocks and securities of this and any other companies connected with the manufacture and sale of electric light, heat and power; and more especially to manu- 438 CORPORATION FORMS AND PRECEDENTS. facture and sell eleotric lights, generators, aynamos, motors, storage and primary batteries, accumulators, and all machinery and appliances for pro- ducing and furnishing light, heat and power by electricity; and to do all or any of the matters aforesaid alone or in conjunction with or as agent lor any other companies, corporations or nersons. Form 521. ELECTRICAL MACHINERY. To manufacture all kinds of machinery and electrical devices and ap- paratus, buy and sell machinery, electrical supplies and their accessories, construct and enter into contracts for the construction of electric plants, electrical devices and machinery of all kinds, and the performance of such contracts for individuals and duly incorporated companies. Form 522. ELECTRIC STORAGE BATTERY. To manufacture and operate electric storage batteries, motors and other electric appliances, for lighting buildings and public conveyances, for pro- pelling cars and vehicles by electric power by means of storage batteries; to purchase and sell electric patents and appliances of all kinds and espe- cially patents for the storage of electricity, and to manufacture, sell and deal in goods and articles connected with the use of such patents or inventions or appliances which the company may own or acquire. Form 523. ELECTRICAL SUPPLIES. To manufacture, sell, deal in and repair electrical supplies, specialties and machinery, and the carrying on of the general electrical business. Form 524. ELECTRIC RAILWAY, TELEPHONE AND TELEGRAPH COMPANY. To do a general electric railway, telephone and telegraph business in all the branches thereof; to acquire by purchase or otherwise franchises, rights-of- way and terminals; to survey, build, erect, construct, operate and maintain electric railways, telephone and telegraph lines, place poles and conduits and wires for the same; to acquire, construct, maintain, operate, and dis- pose of i)lants for the generation of electricity; to manufacture, buy, • own, sell or otherwise deal in electric railway cars, motors, all electrical appliances, contrivances, devices, goods, wares and merchandise, and all other kinds of property, real and personal, necessary to carry out these objects; to operate electric railways to carry passengers and freight, and telephone and telegrajjh systems for toll; to own, handle and control letters patent and inventions and shares of its own capital stock and that of other corporations, and to vote any stock owned by it the same as a natural person might do; to issue bonds, notes and debentures and otheT SPECIFIC OBJECT CLAUSES. 439 evidence of indebtedness, and secure the payment of the same by mort- gage, deed of trust, or otherwise; to act as agent, trustee, broker, or in any other fiduciary capacity, and to borrow and loan money; and in general to do and perform such acts and things and transact such business, not inconsistent with law, in any j)art of the world, as the Board of Directors may deem to the advantage of the corporation. Form 525. ELEVATED RAILWAY CONSTRUCTION. To carry on a general manufacturing business; to make, use, introduce, sell and license others to use and sell patented articles such as girders, posts, turn-tables, switches, bridges, cars, trucks, locomotives and all other articles entering into their use or construction and to the business thereto appertaining; to construct elevated railway lines of wood and iron, iron and steel, either, or both or all of them ; and to manufacture the materials entering into such construction and to carry on the business of a railway supplies and construction company. Form 526. ELEVATOR. To manufacture, sell, repair and erect elevators, escalators and hoisting apparatus of all kinds and other machinery, composed of metal or wood, or both, and the purchase and sale of the same. Form 527. ELEVATORS. To manufacture, erect, construct, repair, buy, sell and deal in at wholesale and retail elevators and other machinery. Form 528. ELEVATOR GATES. To purchase, own, sell, lease and manufacture elevator or other gates; to acquire letters patent, by purchase or otherwise, and sell or lease the same; to purchase, own, or dispose of territorial rights; to buy, own, or lease such real estate as may be necessary for the business of this cor poration, and to dispose of the same when no longer needed; to buy and sell accounts, bonds, mortgages, notes, or other property necessary in the successful prosecution of the business for which this company is to be formed. Form 529. EMBROIDERY. To manufacture sell and deal in draperies, curtains, laces, embroid- eries and embroidered goods of all kinds, and in general to carry on an embroiderv business. 440 CORPORATION FORMS AND PRECEDENTS. Form 530. ENGINEERING. To conduct the business of general engineering and contracting for building construction, and the preparation and production of materials to be used in connection therewith; to manufacture machinery from metal or wood, or both, including the construction and installation of manufacturing plants composed of metal or wood, or both. Form 531. ENGINEERING. To do all work in connection with the construction and repair of bridges, piers, docks, foundations, mines, shafts, tunnels, wells, water-works, light- houses, power-houses, buildings, railroads, canals and all kinds of excava- tion and iron, wood, masonry and earth construction in all parts of the world, including the designing and engineering incident thereto. Form 532. ENGINEERING. To carry on the business of consulting and contracting engineers, and the preparation of plans and specifications of machinery, buildings and works, and the undertaking and performance of contracts for the construc- tion and erecting of the same. Form 533. ENGINEERING. To carry on the business of machinists and engineers and the manu- facturing, repairing, buying and selling of machinery of all kinds. Form 534. ENGINEERING. To manufacture, buy, sell, deal in, plan, superintend, erect and install heating, ventilating and refrigerating systems, apparatus and appliances, electric and hydraulic plants and power plants of every description, and to manufacture, buy, sell, trade and deal in machinery, merchandise and appliances of every character necessary to the conduct of a general engi- neering business. Form 535. ENGINEERING INSTRUMENTS. To manufacture and sell engineering instruments and engineering sup* plies and all other articles of a similar or cognate character. SPECIFIC OBJECT CLAUSES. 441 Form 536. ENGINES. To make, contract for the manufacture or purchase of, buy, use, sell, lease, rent or mortgage all mechanical or other apparatus, machinery and implements used for building steam, oil and gas engines or any other articles connected therewith or incidental thereto, or any or all of them, and in general to do a manufacturing business; to acquire by purchase, assignment or otherwise, letters patent of the United States and the terri- torial and other rights and licenses which may be of value or advantage in the carrying out of the above mentioned objects and to dispose of the same by sale, license, assignment or otherwise. Form 537. EXCHANGE. (1) To provide, regulate, and maintain a suitable building, room or rooms, for a ( ) exchange, in the city of ; to adjust controversies, between its members; to establish just and equitable principles in the trade (hereinafter called the trade) ; to main- tain uniformity in rules, regulations, and usages of the trade; to adopt standards of classification in the trade; to acquire, preserve, and disseminate useful information connected with the trade throughout all markets; to decrease the local risks attendant upon the business, and generally to pro- mote the trade of the city of , increase its amount and augment the facilities with which it may be conducted. (2) To communicate with chambers of commerce, and other mercantile and public bodies throughout the world, and concert and promote measures for the protection of the trade and persons engaged therein. (3) To subscribe to, become a mem- ber of, subsidize, and co-operate, with any other association whether in- corporated or not, whose objects are altogether, or in part, similar to those of this Company, and to procure from, and communicate to, any such association such information as may likely forward the objects of the society. Form 538. EXPLORATION, To obtain, hold, explore, work, develop, lease and otherwise obtain con- cessions of lands containing mines of gold and silver and other minerals, precious stones, gems, including pearls, opals, diamonds, and all other articles or substances of value, including cinchona and cascarilla bark, dye-woods of various sorts, mahogany, ebony, indigo, and all kinds of fiber and fibrous woods and plants, in any and all of the states of Central and South America and elsewhere ; also to construct, maintain and operate any roads of any kind; to operate any means of navigation of tho rivers, harbors, or waters in or adjacent to any of the said states, and to run lines of steam boats and other vessels to and from any of the ports of said states to any other ports of the world; and to obtain, own, hold, use and sell all coscessions necessary in connection with such navi- 442 CORPORATION FORMS AND PRECEDENTS. gation from any and all of said states; to manufacture any and all of the ai'oresaid metals and stones into tlie various products thereof. Form 539. EXPLORATION AND FINANCIAL. To seek for and secure openings for the employment of capital in and elsewhere, and with a view thereto, to prospect, inquire, examine, explore, and test, and to despatch and employ expeditions, commissions, experts and other agents. To acquire from any sovereign state or au- thority, supreme, local or otherwise, any concessions, grants, decrees, rights or privileges, whatsoever, which may seem to the company capable of being turned to account, and to work, develop, carry out, exercise and turn to account the same. To purchase or otherwise acquire, sell, ex- change, deal in and turn to account, property and rights of all kinds and in particular lands, buildings, mines, mining rights, concessions, patents, licenses, monopolies, stations, public works, tolls and business concerns and undertakings. Form 540. EXPLORATION. To mine coal, iron ore, fire clay, limestone and all other minerals, to bore for natural gas, petroleum and other like substances, to build and work factories, saw-mills, car shops and iron and salt furnaces, to manufacture, ship and sell iron, coal, lumber, brick, salt, gas, oil, furniture and ail other products or goods produced or manufactured from any and all of the above named articles either by themselves or with other articles of manu- facture, to sell said articles or the manufactured articles therefrom, and to sell merchandise, dry goods, groceries, etc., and to do a general mining and manufacturing business, or any other business, incident to any of the above named enterprises which a corporation might engage in or do. Form 541. EXPLOSIVES. To manufacture, sell and deal in explosives of any and all kinds, to- gether with ammunition, fire-arms, and articles of any and all kinds pertain- ing to or used in conjunction with explosives. Form 542. EXPLOSIVE MANUFACTURERS. To carry on the trade or business of manufacturers of explosives (whether sporting or military), gunpowder of every doserii)tion, nitro- glycerine, dynamite, gun cotton, blasting powder, or other sul)stances or things, and to purchase, manufacture, sell and generally deal in exi)losiveH, and all materials, substances, and things required for or incidental to the manufacture, preparation, adaptation, use, or working of explosives, or the packing, storing, firing, carrying, or disposition thereof; to carry SPECIFIC 0BJP:CT clauses. 443 on the trade or l)iisiness of anirnunition rnaniifafturers, and for that pur poe£. to manufacture, purchase, load and sell, and generally deal in cart- ridges, cartridge cases, detonators, fuses, and other substances and things required fur or inciilcntal to the carrying out of the above objects or any of them. Form 543. EXPRESS. To forward parcels, packages and merchandise and goods of all de- scriptions, between cities, .towns and other places in various parts of the world; to engage in and pursue a general agency, commission, and bank- ing e.xchange business, and to buy, hold and sell all such real and personal property as may be necessary for conducting said business. Form 544. FAIR. To advance the agricultural and mechanical interests of the county of and vicinity and for the competitive exhibition of farm prod- ucts, live stock, and trials of speed; and to promote the general interests of the community and for all other purposes for which such organizations are intended. Form 545. FARM PRODUCTS. To buy and sell on commission or otherwise, at wholesale or retail, bui- ter, milk, cheese and all other dairy products, eggs, poultry, fruit, meats, vegetables, and all kinds of farm produce, and to transact all busines.s incidental or appurtenant thereto. Form 546. FERRY. To buy, own, and operate, boats, barges, and other vessels propelled by steam or other power, said boats, barges and vessels to be used for the purpose of transporting to and fro across the River, per- sons, animals and vehicles, and to do all the business pertaining to a ferry between some point on the East side of the said Eiver within miles of the South boundary of the city of and the most practicable landing place on the West side of said river, and further to own and maintain in proper condition, such roads, wharves, and land- ing places as may be needed for the proper conduct of the business above- mentioned. Form 547. FILTERS. To manufacture, hold, buy, or otherwise acquire, sell, lease or other- wise dispose of, water filters, oil filters, liquor filters, and all other kinds 444 CORPORATION FORMS AND PRECEDENTS. and varieties of filters, strainers, separators, refiners and purifiers for all liquid and fluid substances, and all materials used in, or in connection with the manufacture and construction of such filters, strainers, separators, refiners and purifiers. Form 548. FINANCIAL. To lend money and negotiate loans; to draw, accept, endorse, discount, buy, sell, and deliver bills of exchange, promissory notes, bonds, debentures, coupons and other negotiable instruments and securities; to issue on commission, subscribe for, take, acquire, and hold, sell, exchange, and deal in, shares, stocks, bonds, obligations, securities of any government or authority or company; to form, promote, subsidize and assist companies syndicates, and partnerships of all kinds; to give any guarantee for the payment of money or the performance of any obligation or undertaking; to undertake and execute any trusts; to acquire, improve, manage, work, develop, exercise all rights in respect of, lease, mortgage, sell, dispose of, turn to account and otherwise deal with, property of all kinds, and in I'articular relating to lands, buildings, concessions, patents, business con- cerns, and undertakings; to enter into any arrangements with any authori- ties, municipal, local or otherwise that may seem conducive to the com- pany's objects or any of them and to obtain from any such government or authority any rights, privileges, and concessions which the company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions. Generally to carry on and undertake any business, undertaking, transaction, or opera- tion commonly carried on or undertaken by banks, capitalists, promoters, financiers, concessionaries, contractors for public and other works, mer- chants and any other business which may seem to the company capable of being conveniently carried on in connection with the above or cal- culated, directly or indirectly, to enhance the value of or render profitable, any of the company 's property or rights. Form 549. FIRE-ALARM APPARATUS. To install and maintain fire alarm systems, and to conduct the business of providing protection against fires and conflagrations. Form 550. FIRE BRICK. To manufacture and market fire bricks and other products of clay, and to acquire coal and other mineral property and to mine coal or iron ore and sell the same or the products thereof, and to deal in produce and merchandise as auxiliary to the business of mining and manufacturing. SPECIFIC OBJECT CLAUSES. 445 Form 551. FIRE PROOF CONSTRUCTION. manufacture fire proof building materials, construct and superintend the construction of fire proof arches and to do and superintend all other work, in the construction of buildings in which fire proof tiles, and other fire proof materials and ornamentation of a permanent nature are em- ployed, together with the making and procuring of estimates of construc- tion of building and other structure for architects and others, and to do a general building construction business and all things incident thereto. Form 552. FISH AND PRODUCE. To buy, sell, sh\\> and store butter, eggs, fish, vegetables, poultry and all kinds of perishable property. Form 553. FISHERIES. To t^ke and preserve salmon and other fish and to purchase and pre- serve furs and pelts and export them to any market deemed advisable. Form 554. FISH HATCHERY. To erect, maintain and operate hatcheries, ponds and pools, with all the necessary and convenient appurtenances and equipments, in and about which to conduct the business of producing spawn, hatching and propa- gating fish, and selling the same. Form 555. FIXTURES. To manufacture and sell gas and electric light fixtures and otlaer similar articles of commerce from iron, steel and other metals and min- erals. Form 556. FLOUR. To hold all real estate proper for the purposes for which it is incor- porated, to buy and sell hay, grain, straw, feed, coal and produce of all kinds, to manufacture and sell flour, meal, feed and other produi-ts, to establish and operate a general store in connection with the business afore said, and to do and carry on any and every operation and business con- nected with a general milling business and general store. 446 CORPORATION FORMS AND PRECEDENTS. Form 557. FOOD PRODUCTS. To manufacture, produce, buy, sell, import, export, distribute and gen- erally deal in food and cereal products and materials of all classes and description. Form 558. FOOTWEAR. To manufacture and sell, deal in and deal with boots, shoes and all kinds of footwear. Form 559. FORGINGS. To manufacture forgings, tools and other commodities of a similar character from iron, steel and other metals and sell the same. Form 560. FOUNDRY. To conduct the business of manufacturing and casting metals, and to manufacture machinery and to sell the same. Form 561. FOUNDRY. To conduct and carry on a general foundry and machine shop business, and engage in the manufacture of all kinds of iron castings and machinery, and to buy iron, either manufactured or unmanufactured, and to sell the same; and to purchase and hold such real estate as may be necessary to carry on or accommodate said business. Form 562. FRUIT AND PRODUCE. To plant, grow, cultivate and market all kinds of fruits, vegetables, nuts and produce, and to buy, store and sell all kinds of fruits, vegetables, nuts and produce. Form 563. FRUIT AND LIVE STOCK COMPANY. Purchasing, owning, leasing, acquiring, cultivating, importing and de- veloping farms and farm lands, fruit orchards and fruit lands, stock farms and grazing lands and all other kinds of real property, and all rights, in- terests and easements therein; buying, selling, importing, exporting, culti- vating, growing and producing oranges, lemons, pineapples, dates, figs, grape fruit, berries, citrus fruits, tropical fruits and products, foods and SPECIFIC OBJECT CLAUSES. 447 food products, vegetables, and farm products and kindred products of every nature and description; breeding, raising, buying, selling, exporting, import- ing or otherwise dealing in mules, hoises, hogs, sheep, cattle and live stock of all classes and descriptions; acquiring, holding, managing and operating irrigation ditches, canals, reservoirs, dams, flumes, aqueducts, pipes, water and water rigiits and all machinery and other property necessary for the purpose of watering and irrigation; owning, ac(iuiring, constructing, leas- ing, or purchasing ice plants, electric machinery, canning factories, trans- portation facilities, by land or water, for freight or passengers, hotels, buildings, factories, machinery, equipments, houses, and lands and all other kinds of property, real and personal, necessary to carry out these objects; to borrow and loan money and to engage in any and all kinds of business that a natural person might or could engage in in the United States, or in any part of the world, and in such business as the board of directors may deem to the advantage of the corporation. Form 564. FRUIT IMPORTERS. To engage in the importation of fruit and other products, raw and manufactured, from South American, Central American, Mexican, 'West Indian and other foreign ports or places; to trade generally in all man- ner of foreign and domestic products raw and manufactured; to manu- facture confectioner}', preserves and other articles for the trade and ex- port; to export to foreign ports and places, American and other products, raw and manufactured; to conduct a mercantile establishment or estab- lishments for the purposes aforesaid and for general commercial pur- poses; and to acquire, own, hold and operate steam and sail vessels for the purposes aforesaid and also for a general transportation business. Form 565 FUR. To capture Arctic fur-bearing animals, and take, secure, handle and sell the skins of the same; including the right to lease from the United States government, or from other sovereignties or individuals, any islands frequented by the fur-bearing seal or other fur-bearing animals, includ- ing also the right of having the privilege to take seals or other fur-bearing animals on said islands; and with power to do any and all acts necessary to the successful prosecution of said business. Form 566. FURNISHING BUSINESS. To carry on the business of repairing, remodeling, constructing, paint- ing, glazing, decorating and papering all public and private buildings of every character. / 448 CORPORATION FORMS AND PRECEDENTS. Form 567. FURNITURE. To manufacture, buy and sell furniture, office and store fixtures, de- vices, partitions, iniprovcnieuts, and other similar articles of wood or metal, or both, and to engage in the installation, alteration and repair thereof. Form 568. FURNITURE. To manufacture, purchase and sell furniture and articles used in the furnishing and equipment of banks, theatres, churches, schools, residences and other public and private buildings. Form 569. FURNITURE. To manufacture, buy, sell and otherwise dispose of furniture, rail- way fixtures and appliances, mats, rugs, carpets and machinery, and any and all kinds of same, and to sell and manufacture any and all goods or materials used therein, or any of them; to deal in rattans and all products thereof; to purchase, sell or control patents, and to acquire and own licenses under patents or patent rights, and to grant license or licenses to other person or persons, corporation or corporations; to manufacture and sell said patented articles or appliances or machinery under any or all patents or licenses which it may own or have any interest in or may here- after acquire, and also to buy and sell patents or patent rights of any nature or kind, and to grant licenses thereunder, and to do any and all other business which is lawful and not contrary to the laws of ; and to establish agencies or branches in any and all places it may see fit, and do any and all lawful business incidental to or in any way connected with said purposes or any of them. Form 570. GARAGE. To manufacture, buy, sell, rent, store, repair and care for motor vehicles of all kinds, and supplies therefor and appurtenances thereto. Form 571. GAS. manufacture, produce, buy, sell, dispose of and deal in gas, coke, tar and all other residual products resulting from the manufacture of gas, and to carry on all the businesses that are usually or may be conven- iently carried on by gas companies; to supply gas for lighting, heating, motive power, or any other purpose whatsoever; to acquire, construct, erect, lay down, maintain, enlarge, alter, work and use all such lands, buildings, easements, gas and other works, machinery, plant, stock, pipes, lamps, motors, fittings, meters, apparatus, materials and things, and to SPECIFIC OBJECT CLAUSES. 449 supply all such materials, products and things as may be necessary, inci- dent or convenient in connection with the production, use, storage,' regu- lation, measurement, supply and distribution of any of the products of the company. Form 572. GAS. To manufacture, use and sell gas for fuel, heat, light and other pur- poses, and to manufacture, use, sell, and lease gas and vapor manufactur- ing machines and inventions; to manufacture, use, sell and lease gas and vapor consuming machines and inventions for utilizing gas or vapor as a fuel or as light and heat, and lighting devices of all descriptions and heat and light regulating and saving inventions and gasometers; to buy, sell and refine oils, or other materials for the manufacture of gas or vapor, or for the production of heat and light; to construct and maintain all lines of pipe or tubing for the transportation of gas or other fluid, or of oil or other liquids; also to purchase, lease and hold real estate, in order to carry out the objects of the corporation. Form 573. GAS LIGHTING APPARATUS. To manufacture, sell and lease to other corporations and to public and private consumers, gas and oil machines, appliances and devices of all kinds for the production, supply and use of light, heat and power, and of goods, wares, merchandise, property and substances now used in the production thereof, or incidental thereto, or that hereafter may be in- vented, discovered or become known therein. Form 574. GAS-WORKS. To manufacture, sell and supply light in the town of and else- where in the county of in the state of , and to carry on the business of a gas-works company in all its branches; to deal with, manufacture and render saleable, coke, coal-tar, pitch, asphaltum, am- moniacal liquor and other residual products obtained in the manufacture of gas; to construct, manufacture and maintain works for holding, receiv- ing and purifying gas, and all other buildings, and works, meters, pipes, fittings, machinery, apparatus and appliances, convenient or necessary for the purposes of the company; to manufacture, buy, sell, lease, and deal in stoves, engines and other appliances and conveniences which may seem calculated directly or indirectly to promote the consumption of gas. Form 575. GLASS MANUFACTURERS. To carry on the business of a wholesale import and export looking-glass manufacturer, glass beveller, patent silverer, glass embosser, ecclesiastical 450 CORPORATION FORMS AND PRECEDENTS. lead worker, glass tablet, show card and show case manufacturer, and glass importer and exporter. Form 576. GLASS. To manufacture, buy, sell and deal in glass in all forms, including glassware, glass ornaments, cut glass, structural glass, water gauge glasses, water gauge protectors and appliances, glass chimneys, lamps, shades, bottles, bulbs, reflectors, and other glass manufactures, and all articles of commerce of a similar or cognate character made of glass or glass in composition with other materials. Form 577. GLASS. To manufacture glass and glassware in any and all of their various kinds and branches, including plain, ornamental and decorated glass and glassware, lamp, electric light and other goods; and to deal in and sell the same; and to manufacture, deal in and sell glass, melting pots, pot. room materials and products; 'and to make molds and tools required for manufacturing glass and glassware packages for packing the same, and make, buy, sell and deal in any and all articles to attach to glassware when manufactured, and trimmings for the same; and to deal in patents and patent rights pertaining to the manufacture of glass and glassware, and to do any other business which may be incident to those herein set out and enumerated. Form 578. GOLD AND SILVER. To mine, smelt and refine gold, silver, copper and other metals, to manufacture metal goods and buy and sell general merchandise incident thereto. Form 579. GOLD MINING. To acquire mines and mining rights and other property, to own, work and lease gold and other mineral lands, to treat, transport and dispose of the ores and other products obtained therefrom or thereunder, to con- struct and operate such works as shall be necessary, and generally to do and perform all or any of the matters aforesaid, and all other acts and things which in the judgment of this company may be requisite for its pur- poses or incidental thereto. Form 580. GRAIN BUSINESS. To buy, sell, trade and deal in grain, feed, hay, straw and other agri- cultural products at wholesale and retail. SPECIFIC OBJECT CLAUSES. 451 Form 581. GRAIN. To purchase, sell, slii[», export and deal in all kinds of grains, cereals and their produ9t8, and particiil-irly to juirchasc, sell and deal in flour. Form 582. GRAIN ELEVATORS. To construct, buy, lease and otherwise acquire, and to operate, sell, trade and otherwise nnike use of elevators for the storage of grains and cereals of all classes. Form 583. GRAIN MILLING. To buy, handle, store and sell grain, (lour, feed, chop, hominy, meal and all the other products that may be manufactured from grain of all kinds; and to manufacture and sell any and all the products that may be manufactured from grains of any kind; and to do a general milling and manufacturing business in said grains and other jirodui-ts, and in any materials necessary, useful or convenient in carrying on said milling and manufacturing business; and to carry on a general merchandising business. Form 584. GRAIN AND PRODUCE BUSINESS. To conduct and carry" on the business of buying, selling and dealing in all kinds of grain, hay and other farm produce and farm products, live stock and provisions, coal, ^\ood and other kinds of fuel, and all other kinds of goods, wares and merchandise, and to do a general commission, and brokerage business in any or all of the foregoing kinds of property, and also to build, acquire, own, operate and maintain a warehouse and storage business, and to do and transact all other business necessary or incidental to the conduct and carrying on of the business aforesaid. Form 585. GRAPHITE. To mine, mill, refine and sell graphite and the by-products thereof, to manufacture and sell graphite prt)ducts, and to manufacture and sell products from refuse obtained in the mining and manufacture of graphite. Form 586. GREASE. To engage in the manufacture and sale of paints, lubricating and cool- ing oils, waste and grease, for any and all purposes for which said articles may be used and any by-products thereof; and to acquire and sell rights to use any patents or processes for the manufacture of said articles. 452 CORPORATION FORMS AND PRECEDENTS. Form 587. GROCERIES. To buy, sell, trade and deal in, at wholesale and retail, groceries, pro- visions, food supplies, wares, vegetables, produce, and all other articles and things incidental to a general grocery, vegetable, food supply, poul- try, fish, game, produce and provision mercantile business. Form 588. GROCERIES. To manufacture, buy and sell groceries, merchandise and articles for personal, domestic and household use. Form 589. GUARANTEE. To carry on the business of a guaranty company, including therein the granting of policies guaranteeing the fidelity of individuals filling or about to fill situations of trust or confidence, and such other description of ordinary guaranty business as the company may from time to time think fit to conduct. To indemnify principals and employers against liability to make compensation by reason of injury or damage occurring to or caused by agents, servants and workmen. To reinsure or counter-insure any of the risks undertaken by this company. Form 590. GUARANTEE AND INDEMNITY. (1) To guarantee the fidelity of persons filling or about to fill situations of trust or confidence, and the due performance and discharge by such persons of all or any of the duties and obligations imposed on them bv contract or otherwise. (2) To guarantee the due performance and dis- charge by receivers, official and other liquidators, committees, guardians, executors, administrators, trustees, attorneys, brokers, and agents of their respective duties and obligations. (3) To guarantee the payment of money secured by or payable under or in respect of debenture bonds, debenture stock, contracts, mortgages, charges, obligations and securities of any Company or of any authority, supreme, municipal, local, or otherwise, or of any persons whomsoever, whether corporate or unincorporate. (4) To guarantee persons filling or about to fill situations of trust or confidence against liabilities in connection therewith, and in particular against lia- bilities, resulting from the misconduct of any co-trustee, co-agent, sub- agent, or other person, or from the insufficiency, imperfection, or de- ficiency of title to property, or from any insufficiency, imperfection, or deficiency in any security, or from any bankruptcy, insolvency, fraud, or tortious act on the part of any other persons, or from any error of judg- ment or misfortune. (5) To guarantee the title to or quiet enjoyment of property, either absolutely or subject to any qualifications or condi- tions, and to guarantee persons interested or about to become interested SPECIFIC OBJECT CLAUSES. 453 in any property against any loss, actions, proceedings, claims, or demands in respect of any inHufficiency or imperfection or deficiency of title, or in respect of any inciinihrances, burdens, or outstanding rights. (6) den- erally to carry on and transact every kind of guarantee business, and every kind of indemnity business, and every kind of counter guarantee and counter in To manufacture and sell pipe, valves, machinery, fittings and steam specialties. Form 668. MACHINERY. To manufacture and sell wood-working machinery, tools and appliances, particularly such as are used in laying and surfacing wood and other floors. Form 669. MALT. To purchase and sell barley; manufacture, sell and purchase malt, and all machinery used in the manufacture and production of malt; buy, sell and lease patents covering in any w-ay machinery or processes relating to the producing of malt, or any product of malt; license to individuals or corporations for their use any or all patent processes or machinery that may be owned by the said corporation; to manufacture ale and beer, and to do all things relating to malt and its products; to purchase and own real estate necessary for its business in any part of the United States; to manufacture, sell and deal in any and all the articles or appliances used, cr which may be deemed advisable in connection with the manufacture of malt, ale or beer, and to do all other things or carry on any other business operations which may be necessary or advisable therewith. Form 670. MANGANESE. To mine manganese, iron and other ores, and to manufacture the same into metal, and to buy and sell said ores and metals; and for such pur- poses to lease and buy, mortgage and sell such mineral and other lands, furnaces and tenements of any kind as said corporation may lawfully ac- quire; also to contract, purchase, lease, and operate, mortgage and sell furnaces, mills, and machinery for said business; and generally to mine said ores, and to manufacture them into metals and to purchase and sell said ores and metals, and to do whatever may be lawfully done for the suc- cessful prosecution of said business. Form 671. MANTELS. To manufacture, make, lay, buy and sell tiles, mantels, marbles, mosaics, fire-places, bronzes and other articles, products and incidentals pertaining to the same. SPECIFIC OBJECT CLAUSES. 473 Form 672. MANUFACTURING. To manufacture gas-liolders, iron and steel tanks, boilers, slieet, plate and structural ironwork, and iron, steel and other metal work of all descrip- tions, or any article of commerce from metal or wood, or both, and to sell and erect the same. Form 673. MANUFACTURING. To mine, mill, treat, prepare for market, manufacture and sell iron, copper, frraphite and other ores, metals and minerals, and the products and by-products thereof. Form 674. MARBLE. To mine, quarry, manufacture, and work all sorts of marble, tale, slate and other minerals, stones and metals of every sort and kind and buy and sell the same and all manufactured products thereof; to mill, manufacture, buy and sell timber, lumber, grain, wool, cotton and all other agricultural products and merchandise and all compounds or materials made thereof or therefrom J to pipe, accumulate, bottle, store, purchase, and sell mineral waters and conduct, manage and control establishments for the use and application of mineral waters, including among other things the erection, control and management of hotels; to own, build, erect and operate such manufactories, mills, shops, store-houses, warehouses and machinery as may be deemed necessary for the business of this corporation, and to purchase and hold such lands, tenements, hereditaments and quarries as may be neces- sary for the uses and purposes of this corporation, or that may be expedient for the production or obtaining of any of the minerals, stones, metals, timber, grain, cotton, or agricultural products above named or for any purposes of said corporatior Form 675. MARINE SUPPLIES. To manufacture, deal in, build, instal, repair, buy and sell marine spe- cialties, marine hardware, gas engines, gasoline engines, marine engines, hulls, accessories, apparatus and appliances of all kinds used in connection therewith, and to transact such other business incidental thereto as may be necessary and proper in the conduct of the business of said corporation. Form 676. MATCHES. To manufacture, buy and sell all kinds of friction and other matches to deal in all materials used in the manufacture of the same, to buy and sell lumber, to manufacture, sell and deal in wooden and paper boxes and L 474 CORPORATION FORMS AND PRECEDENTS. olber useful articles made of wood and paper or either of them, and to deal in paper and paper boards; to manufacture, buy, sell, deal in and deal with all machinery for making matches and receptacles therefor and to manufacture, buy, sell and deal in chemicals of all kinds and all other sub- stances used in or useful for manufacturing matches. Form 677. MATCHES. To manufacture and sell matches, and all materials and machinery used in the manufacture therof, or incident thereto, and to transact a general match business. Form 678. MEAT. To manufacture, cure, purchase and sell nams, tongues, dried meats, sausage, pudding, lard, grease and other articles of food or commerce de- rived wholly or in part from hogs, beeves or other animals. Form 679. MEAT AND POULTRY. To buy, sell, store, cure, manufacture and otherwise handle fresh, salt and smoked meats, fish, oysters and sea food products; to buy, sell, own, raise, ship and otherwise handle all kinds of farm and dairy products, livo stock, poultry, and domestic, foreign and manufactured food products. Form 680. MECHANICAL ENGINEERS. To carry on the business of mechanical and electrical engineers, tool- makers, machinists, founders, metal workers, smiths, builders and fitters,^ and to buy, sell, manufacture, repair, convert, alter, let or hire and deal in, machinery, implements, hardware and apparatus of all kinds. Form 681. MECHANICAL ENGINEERING. To carry on the business of civil and mechanical engineering and to do the work of general engineers and contractors, to contract for and construct regenerating gas furnaces and artificial gas producers; to do all work per- taining to blast furnaces, steel and rolling mill jjlants and other manu- facturing establishments, and to do and carry on such other work of every kind as pertains to engineering and contracting of any and every nature, and to buy and sell patents and patent rights pertaining to the said busi- ness, and deal in the same everywhere, and to do any other business which may be incident, necessary or advantageous to the business hereinbefore mentioned and intended. SPECIFIC OBJECT CLAUSES. 475 Form 682. MERCANTILE BUSINESS. To carry on a general mercantile or merchandise business and to pur- chase, .sell and deal in siiili floods, sui»i)lit'S and merchandise as are or may be sold in a general store. Form 683. MERCHANDISE. To carry on a general merchandise business by dealing in furniture, carpets, matting, china and glassware, stoves, heaters, ranges, coal and other kinds of fuel, groceries and in general all kinds of household goods and merchandise of all kinds, receiving same on consignment, purchasiu;^ and selling same directly or on commission. Form 684. METALLIC PACKING. To manufacture, purchase and sell metallic packing and engine and power plant supplies, and other products used in connection with the manu- facture and sale thereof. Form 685. METALLIC PROCESS COMPOUND. To manufacture and sell ^ compound for use in the hardening of iron, steel or any other metallic or mineral substance. Form 686. METALS. To manufacture and sell phosphorizod alloys of copper and tin, with or nithoiit other metals, and also to manufacture and sell other metals and alloys, all by-products of its manufacturing operations, and articles made from any of its products. See Iron and Steeu^. Form 687. MILLINERY. To manufacture, buy, sell and generally deal in millinery, feathers, ribbons, hats, hosiery, notions, articles of wearing apj>arel. artificial flowers and other millinery specialties, and all other articles of merchandise of a kindred nature. Form 688. MINERAL WATER MANUFACTURERS. To manufacture, buy, sell, improve, treat, preserve, refine, aerate, miner- alize, bottle and otherwise deal in mineral and aerated waters and other y^ 476 CORPORATION FORMS AND PRECEDENTS. liquids of every description. To carry on business as manufacturers and dealers in a plant, machines, machinery, vessels, syphons, filters, bottles, apparatus, appliances, and receptacles of all kinds for manufacturing, im- proving, treating, preserving, refining, aerating, mineralizing, bottling, and discharging any such liquids. Form 689. MINES. To purchase or otherwise acquire the mine workings and mining grounds, lands, and hereditaments known as : To purchase, take on lease or in exchange, or acquire by mining license, concession, grant, or otherwise, any lands, mines, mineral rights, buildings, easements, rights and privileges, machinery, plant, and other effects whatsoever, in , which the company may from time to time think proper to be acquired for any of its purposes. To search for ores, and minerals, mine, and grant licenses for mining in or over any lands v/hich may be acquired by the company, and to lease, sell or otherwise dispose of the lands, mines, or other property of the company. To carry on the business of a mining, smelting, and refining company, and, as auxiliary thereto, to purchase or hire vessels, to purchase or erect buildings and works, and contribute to the construction of piers, wharves, docks, railways, and tramways. Form 690. MINING CORPORATION. To carry on the business of mining, milling, concentrating, converting, smelting, treating, preparing for market, manufacturing, buying, selling, exchanging, and otherwise producing and dealing in gold, silver, copper, lead, zinc, brass, iron, steel and all kinds of ores, metals and minerals, and the products and by-products thereof of every kind and description and by whatsoever process the same can be or may hereafter be produced, and generally and without limit as to amount, to buy, sell, exchange, lease, acquire and deal in lands, mines and mineral rights and claims, and to conduct all business appertaining thereto; to purchase, lease or otherwise acquire, mining rights, timber rights, oil and gas rights, mines, buildings, dwellings, plants, machinery, tools and other properties whatsoever which this corporation may from time to time find to be for its advantage and purposes; to mine and market any mineral or other product that may be found in or on such lands, and to explore, work, exercise, develop or turn to account the same. Form 691. MINING. To search for, prospect and explore for ores and minerals and to locate mining claims, grounds or lodes in the United States of America or the territories thereof or in foreign countries, and record the same pursuant to the mining laws of the said United States or other countries; to bore, drill, prospect and mine for gold, silver, copper, lead, zinc, iron, antimony, tin, asbestos, and all kinds of ores, metals, minerals, and precious SPECIFIC OBJECT CLAUSES. 477 stones, oils, gas and coal, and to mill, convert, prepare for market and otherwise produce and deal in the same and in the products and by-products thereof; to purchase or otherwise acquire, own, exchanj^e, sell or otherwise dispose of, mortgage, hypothecate and deal in minerals and mineral lands of all kinds, oil, coal, and timber lands, personal estate, water and water rights, and to work, explore, operate and develop the same, and carry on the business of mining in all its branches; to carry on the business of searching for, prospecting, preparing, procuring, refining, piping, storing, transporting, supplying, buying, selling, manufacturing and distributing petroleum and other oils and their products or by-products; to construct, build, operate and maintain, oil wells, refineries, buildings, works, work- shops, laboratories, machinery, power plants, saw mills, stores and ware- houses; to acquire by grant, purchase, or otherwise, any property or priv- ileges from any government, or from any authority, individual, municipal or otherwise, and to perform and fulfill the conditions thereof. Form 692. MINING MACHINERY. To manufacture, buy, sell, lease and deal in mining machinery for min- ing and other uses; to mine, ship, sell, use, purchase and resell coal, ores, iron and other minerals; to buy, own, work, lease and let to lease upon rents or royalties, coal and other mineral lands, tracks and tramways as part of the development of such lands; and to conduct a general mining and manufacturing business. Form 693. MONUMENTS. To manufacture granite wares, marble wares, grave stones, and furniture slabs; to purchase, vend, erect and place the same; to purchase granite, marble and stone generally; to carve, cut, letter and manufacture the same into monuments, grave stones and furniture slabs, and to vend, erect and place the same; to acquire by lease or purchase real estate upon which to carry on the business for which this corporation is formed and to do all other things and to conduct and transact all other matters and to have and own all kinds of property needful and necessary in the prosecution of the general business of manufacturing, making, cutting, carving, lettering, buy- ing, selling and erecting monuments and grave stones and of manufacturing and selling furniture slabs. Form 694. MOTIVE POWER. To build, manufacture, own, furnish, rent, sell, and maintain within and without the TJnitcd States and any and all other countries, moans for fur- nishing motive power for, and heat and light to, street cars and other con- veyances provided with motive power and heat and light producing ap- paratus, the process employed for furnishing power, heat, and light being one in which water, steam and naphtha or their equivalents are used as power, heat and light producing mediums; to build, own and maintain 478 CORPORATION FORMS AND PRECEDENTS. within and throughout the United States or any or all other countries or. any part thereof, the necessary plant or plants for the manufacture of the means, apparatus, or articles above referred to and such other buildings or plants, as may be necessary in carrying into effect the said method or process for furnishing motive power and heat and light supplying appa- ratus to street cars or other conveyances; to own and control patents relat- ing to and covering the method of, and means for supplying power, heat and light for street cars and other conveyances in the manner and by the process herein referred to, and to use and employ such methods and appa- ratus in the building and operation of street cars and other conveyance'^; to grant to others the right to license under such patents to do any and all of the acts and things herein referred to, relating to the building of street cars provided with power and heat and light producing apparatus, or of power, heat, and light producing apparatus for street cars and other con- veyances according to the method above referred to; and to build, own and maintain such plant or plants, building or buildings, as may be necessary to carry into effect said method or process within and throughout the United States or any part thereof, and within and throughout any and all foreign countries. ■' iti-VAS..'/ i -■■'■-: Form 695. MOTOR COMPANY. To manufacture, buy, sell, and deal in motors, automobiles and motor boats, and their accessories, parts and appliances, and to store, repair and rent motors, automobiles and motor boats ; and to manufacture, buy, sell and repair vehicles of every description propelled by electricity, steam, gas, compressed air or other motive power. Form 696. MOTOR VEHICLES. To manufacture, buy, sell, exchange, lease, store, repair, and alter vehicles of every description propelled by electricity, steam, gas, compressed air, or other motive power, and all the parts, supplies and accessories for sai>l vehicles or incident thereto. Form 697. MOUNTAIN RESORT. To establish, erect and maintain a summer and winter resort, park, hotels, cottages, and other buildings with the right to purchase, lease, buy and ac- quire real estate, lands and tenements in the county of , and state of , as may be necessary for svich purposes, with the power to subdivide such real estate, lands and tenements into undivided, undesignated and unlocated lots, parts, portions, moieties or pieces of land, and to sell and convey the same by option, contract, deed, or otherwise, when no longer needed for the purposes of the corporation, with power whenever the owners of said undivided lots, parts, portions, moieties or pieces of land shall designate, by lot or otherwise to divide and locate their respective lots, parts, portions, moieties or pieces of land as tenants in SPECIFIC OBJECT CLAUSES. 479 commop or otherwise, and to make, execute and deliver a deed in severalty, and said roiiipaiiy shall have power to make and execute deeds and mort- gages, or bonds secured by mortgage with or without couj)ons, upon such terms, for such amounts and denomination and upon such conditions as may be agreed upon, and without mortgage to issue bonds or stock of said com- pany or cither of thcni to purchase and accjuire any property, real, per- sonal or mixed for the purposes aforesaid, upon such terms as may be agreed ujjon; to improve any real estate, lands or tenements of the owners of any undivided, undesignated and unlocated lots, j)arts, portions, moieties, or pieces of land, by the erection and construction of hotels, cottages, dining halls, and other buildings and Idr that j)urpose may set apart and expend any portion of the money belonging to the association from what- ever source derived in the erection and construction aforesaid upon the lots, parts, jjortions, moieties, or pieces of land, and for that purpose may appoint a trustee for the hotel, cottages, building and improvement fund, the trust to be executed under the direction of the association or by such person or persons as they shall designate. Form 698. MOVING COMPANY. To deliver, transfer, move and ship pianos, organs and other musical instruments and furniture and merchandise by means of horses, wagons and automobiles, and to store and pack the same, and to buy and sell boxes and ca 5es for pianos, organs and other musical instruments and furniture and merchandise. Form 699. MOVING PICTURES. To lease o\ hire films for moving picture machines ana stereopticons and for the purchase, sale, lease and hire of moving picture machines, stereopt icons, illustrated song slides, and for the manufacture, purchase, sale, lease and hire of supplies of every kind and character, incidental with or appertaining to and used in lecture, dramatic, operatic and musical performances, vaudeville, moving picture and amusement enterprises of every kind, character and description. Form 700. MOVING PICTURES. To exhibit moving pictures, vaudeville performances, drama, panorama and other amusements of similar character. Form 701. MUSICAL INSTRUMENTS. To manufacture, buy, sell, export, import and deal in pianos, organs, phonographs, talking machines and musical instruments, musical appliances and accessories and musical supplies of every kind, character and descrip- tion. 480 CORPORATION FORMS AND PRECEDENTS. Form 702. NAILS. To manufacture wire nails, and deal in and sell the same; to manu- facture and sell wire nail machines; to establish wire nail plants; to con- duct and carry on a general foundry and machine business; to buy, sell and deal in all kinds of hardware, iron, steel, glass and nails; to con- duct a general merchandise business, and to manufacture rods and wire; and manufacture and deal in tin plate; and to buy, hold and dispose of real estate; coal, iron ore and other minerals for the purposes aforesaid. Form 703. NATURAL GAS. To take and hold leases on land for oil and gas ; to bore wells for oil and gas on said lands and to operate the same; to construct lines of pipe for the transportation of oil and gas and to operate and sell the same; to borrow money and secure the payment of the same on its real and personal property by trust deeds or otherwise; and to do all other acts and things pertaining to the production of oil and gas and the sale thereof. Form 704. NEWSPAPER PUBLISHER. (1) To carry on business as proprietors and publishers of newspapers, journals, magazines, books, and other literary works and undertakings. (2) To carry on business as printers, booksellers, bookbinders, paper- makers, stationers, engravers, photographers, photographic printers, stereo- typers, electrotypers, lithoghraphers, machinists, and mechanical engineers, ink manufacturers, or any other business or manufacture that may seem expedient. (3) To establish competitions in respect of contributions or information suitable for insertion in any publication of the Company, or otherwise, for any of the purposes of the Company, and to offer and grant prizes, rewards, and premiums of such character and on such terms as seem expedient. (4) To undertake and transact all kinds of agency or business which an ordinary individual may legally undertake. (5) To provide for and furnish or secure to any members of the Company, or customers, or to any subscribers to, or purchasers or possessors of, any publication of the Company, or of any coupon or ticket issued with any publication of the Company, any chattels, conveniences, advantages, benefits, or special priv- ileges which may seem expedient, and either gratuitously or otherwise. Form 705. NOTIONS. To buy and manufacture and to sell and otherwise dispose of notions of all forms, as dealers, brokers and agents. SPECIFIC OBJECT CLAUSES. 481 Form 706. NOVELTIES. To manufacture and sell household and oflice novelties made of metal, paper, wood, leather, cloth, rubber or wire. Form 707. OFFICE SUPPLIES. To manufacture, buy, sell and deal in house and office and store furni- ture, and all devices and appliances suitable and convenient for use in houses, stores, libraries and offices and particularly desks, bookcases, filing cabinets, card indexes and office stationery and supplies. Form 708. OIL AND GAS. To mine, dig for, or otherwise obtain from the earth, petroleum, rock or carbon oils, natural gas, other volatile mineral substances and salt; to manufacture, refine, prepare for market, buy, sell, and transport the same in the crude or refined condition; to acquire for these purposes gas and oil lands, leaseholds and other interests in real estate and gas, oil and other rights, to construct and maintain conduits and lines of tubing and piping lor the transportation of natural gas or oil for the public generally as well as for the use of said corporation; to transport such oil and gas by means of such pipes, tank cars or otherwise and to sell and supply the same to others; to lay, buy, lease, sell and operate pipes, pipe lines and storage tanks to be used for the purpose of transporting and storing oils and gas, and of doing a general pipe line and storage business; to construct and maintain gas wells, oil wells, salt wells and refineries, and to buy, sell and deal in gas, oil and salt ; to construct and maintain all railways, tram- ways, telegraph and telephone lines necessary or convenient in the prosecu- tion of the business of the company; to cut, manufacture and sell timber from the lands of the company; to obtain and prepare for market such other valuable minerals or materials as may be discovered in developing the lands of the company ; to carry on in connection with any or all of said purposes the business of buying and selling goods, wares and merchandise; and to do and transact all business properly connected with or incidental to any or all of said objects and purposes. Form 709. OIL AND GAS. To bore for, develop, produce, refine, deal in and sell natural oils and gas, for heating, lighting and other purposes, and to buy, hold and sell lands and leases for the same purpose, and to lay, buy, lease and sell and to operate pipes and pipe lines and tanks, and to transport and store oils, and to do a general pipe line and storage business. 482 CORPORATION FORMS AND PRECEDENTS. Form 710. OIL AND GAS. To drill and operate for petroleum, oil and gas, and produce petroleum oil and gas and other minerals incidentally developed; to manufacture or refine all said products or minerals or substances found in and upon any lands acquired by the company, transport the same to market and sell the same in crude or manufactured form; to buy, sell, lease, hold and dispose of such real and personal estate' as may be necessary and convenient, and y to construct and erect such pipe lines, buildings, machinery and appliances as may be necessary and convenient in conducting the business of said company. Form 711. OIL CAKE MANUFACTURERS. To acquire, take over, promote, establish, and carry on all or any of the businesses of seed crushers and manufacturers of linseed, cotton and other cakes, oil extractors by crushing, chemical or any other processes, cake and oil manufacturers, oil refiners, soap boilers, manufacturers of floor cloths and floor coverings of every description, makers and manu- facturers of cattle food and feeding and fattening preparations of every description, makers and manufacturers of artificial manures and fertilizers of every description, meal manufacturers, grain and seed merchants, flax and cotton merchants, oil merchants, cake and corn merchants, millers, flour merchants, bakers, biscuit makers, hay, straw and fodder merchants, nurserymen, ship-owners, lightermen, carriers by sea, dock owners, wharfing- ers, warehousemen, manufacturing chemists and druggists, varnish makers, candle makers, and stearin and saccharine manufacturers. Form 712. OMNIBUSES. To own and operate lines of omnibuses propelled by electric, gas, com- l)ressed air or other motive power, on and over streets and roads in cities and on public highways. Form 713. ONYX. To acquire or dispose of onyx mines in Mexico and the patents or rights under which the same are held or owned, and to work, develop, and carry on the business of the mine or mines so purchased, and to sell or dispose of the production thereof, and to purchase and sell onyx, and generally for the transaction of all business necessarily appertaining thereto. Form 714. OPERA GLASSES. To manufacture, purchase, rent and lease opera glasses, and apparatus, services and appliances embodying the invention thereof. To grant licenses SPECIFIC OBJECT CLAUSES. 483 to individuals or corporations for the use of said appliances. To sell or dispose of territorial rif^hts to the said inventions. To transact all business consistent with the above purposes and necessary for the development thereof. Form 715. OPTICAL GOODS. To manufacture, purchase and soil optical goods and glasses of every character, niathematical and scientific instruments, photographic supplies and materials and all articles and merchandise appertaining to such business. Form 716. ORDNANCE. To manufacture ordnance, ordnance apparatus and appliances and pro- jectiles, and to purchase and own such inventions, factories, land and plants as may be deemed necessary and proper for such work. Form 717. ORE MACHINERY. To mine precious and other ores, and to make, use, sell, grant licenses to, and otherwise utilize, methods, processes, appliances and machinery suit- able for mining, polarizing, concentrating or otherwise reducing such ores; to purchase or lease mines and other property necessary for the purpose of carrying on the said business and all other acts or things required to be done in the prosecution thereof. Form 718. ORE SEPARATORS. To operate in mineral ores, purify, desulphurize, and separate the same, extract the metals therefrom, and sell the same, and to operate generally such mining, purifying and separating apparatus and business in the state of , or in any other state or territory of the United States; to work the inventions of for purifying, desulphurizing, pulverizing and separating such ores or gauges, and extracting the metals therefrom by the use of the process and apparatus now patented to said , or of those upon which letters patent have been applied for and are now pending in the patent office of the United States, or which may be hereafter invented or patented ; to purchase, own, and hold the letters patent of the United States therefor and purchase other letters patent; to receive and hold licenses or contracts thereunder; to purchase or lease mining projierties, or contract for the working of the same; to build apparatus; to grant licenses under said inventions and letters patent; to put up buildings, lay out towns, streets or roads and to do and perform such other acts and things as ma.y be necessary or incident to such business. 484 CORPORATION FORMS AND PRECEDENTS. Form 719. ORNAMENTAL METAL-WORK. To manufacture and sell iron, steel, zinc, nickel, brass and copper and to manufacture, buy, sell, and erect all kinds of ornamental and architect- ural metal-work, and for those purposes to purchase and sell lands and mineral rights, and to create, purchase, hold and sell such patent rights for invention and design, with the right to issue licenses for the same and receive pay therefor, as may be necessary in the carrying on of said business. Form 720. PAINT. To manufacture, purchase and sell paints, varnishes, oils, fillers, stains, colors, enamels, water-proof coatings and compound, mortar and cement stains and coatings, putty, glass and other supplies for painters. Form 721. PAINT. To manufacture white lead, red lead, litharge, orange mineral, imseed oil, and to purchase and sell the same, and to purchase and sell mills; to manufacture and sell paints, varnishes, colors, dyes, glue, putty, paint brushes and painters' supplies; to manufacture, buy and sell oils, zinc, putty, and glass, and to manufacture and sell paints, colorings, enamels and chemicals for making color, and all articles incidental thereto. Form 722. PAINT. To carry on the business of manufacturing paints and paint compounds, paper and roofing of all descriptions, and any or all chemicals or other compounds of any and all kinds, and the acquiring of letters patent, and licenses therefor, and to do any and all acts and transact any and all busi- ness which shall or may be or become incidental to or arise out of or be connected with such manufacturing business, or any part thereof, to the full extent that the same shall be or become allowable or authorized under any statute applicable thereto, now or hereafter to be in force. Form 723. PAPER. To manufacture, buy and sell paper and paper boards of every kind and description, and the supplies used in the manufacture thereof; and to manu- facture and sell paper goods, boxes, labels, specialties and novelties made of paper. 1 j SPECIFIC OBJECT CLAUSES. 485 Form 724. PAPER. To engage in the business of manufacturing straw, printing, manila and all other descriptions of paper and to buy such real estate and personal property, stock and machinery as may be necessary and useful in carrying on said business, and to market and sell said products. Form 725. PAPER. To acquire by purchase or otherwise, own, buy, sell and deal in standing timber and timber lands, and to buy, cut, haul, drive and sell timber and logs, and to saw and otherwise work the same, and to buy, manufacture and sell lumber, bark, wood, pulp and all products made therefrom. To manu- facture, produce, purchase, sell and deal in any and all kinds of paper, and in all ingredients, products and compounds thereof, and in any and all materials that now are or hereafter may be used in or in connection witli such manufacture, including the manufacture of wood pulp and any other fibre. Form 726. PAPER BOXES. To manufacture and sell paper boxes, paper goods and paper substitutes of every kind and description, including raw materials and ingredients used therein and to conduct the business of printing, lithographing, electro- typing and engraving in connection therewith. Form 727. PAPER BOXES. To manufacture, buy, sell and trade in paper and wooden boxes, paper and wooden jewelry trays and boxes and other manufactures of paper and ^^ood. Form 728. PAPER MANUFACTURERS. To carry on the business of manufacturers of and dealers in paper of all kinds, and articles made from paper or pulp, and materials used in the manufacture or treatment of paper, including cardboard, railroad and other tickets, mill-boards, and wall and ceiling papers. To carry on the business of stationers, lithographers and publishers. To carry on the business of manufiicturcrs of and dealers in cotton, silk, woolen, linen, hemp, jute and otlier yarns, and all kinds of fabrics manufactured from such yarns, and all kinds of imitation leathers and rubbers, and also waterproof goods and articles manufactured therefrom, including dress preservers, dress lin- ings, boot linings, trunk linings, umbrellas, parasols, flags, tents, picture frames, artificial tlowers, and surgical appliances; also floor cloths, table 486 CORPORATION FORMS AND PRECEDENTS. cloths, and other cloths. To carry on the business of manufacturers of and dealers in paints, varnishes, printing inks, and all other things which can be conveniently manufactured or dealt in by persons carrying on any of the above businesses, and either at wholesale or retail, and either as prin- cipals or as agents. Form 729. PARK. To hold industrial expositions, agricultural fairs, horse and live stock fairs, and to establish camp-meetings, picnic, and pleasure grounds and a park; to promote and encourage agricultural and manufacturing interest:? and live stock, and. to provide a pleasure ground and park; to acquire by lease or purchase real estate for said grounds, fairs, and park, and to erect buildings thereon by purchase or otherwise, and to hold the said grounds and park at or near , in the county of , state of Form 730. PASSENGER TICKET AGENCY. To buy and sell steamship and railroad passenger tickets, and to look after passengers and their belongings when arriving and departing from , and as an incident to such business to forward moneys abroad, and to buy, sell, and exchange foreign moneys. Form 731. PATENT MEDICINES. To carry on the business of the manufacture and sale of proprietary medicines, remedies, drugs and chemicals. ■ Form 732. PATENT PREPARED PLASTER. To manufacture and vend, or grant or transfer for a consideration, the right, privilege or license to other persons to manufacture and vend patent plastering, or similar compounds, for any and all purposes, as the board of directors may elect, to manufacture and vend, or acquire the right by purchase or otherwise to grant to others the right, privilege or license to manufacture and vend. Form 733. PATENTS. To purchase or otherwise acquire any interests in any patents, brevets d 'invention, licenses, concessions and the like conferring an exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention in relation to (e. g., the production, treatment, storage, application, distribution and use of electricity, and of any apparatus there- SPECIFIC OBJECT CLAUSES. 487 for) or generally any invention which may seem to the Company capable of being profitably dealt with, and in particular to acquire from , of , the benefit of certain existing inventions in relation to, etc., and with a view thereto to enter into and carry into eflfect the agree- ment referred to in clause of the Articles of Association of this Company with such modifications (if any) as may seem expedient. To use, exercise, develop, grant licenses in respect of, or otherwise to turn to ac- count any such patents, brevets d 'invention, licenses, concessions, and the like, and information aforesaid. Form 734. PATENTS AND COPYRIGHTS. To create, purchase, hold and soil patent riglils for inventions and de- signs, and to purchase copyrights for books, publications and registered trade-marks, with the right to issue licenses for the same and receive pay therefor, and to purchase, acquire, hire and maintain all buildings, plants and machinery necessary and incidental for the carrying on of said busi- ness, with the right to sell, lease or release any or all of its real estate by vote of its directors without the consent of its stockholders. Form 735. PATENTS, To create, purchase, hold and sell patent rights for inventions and de- signs, with the right to issue license or licenses for the same and receive pay therefor. Form 736. PATENTS. To apply for, obtain, register, purchase, lease, or otherwise to acquire, and to hold, use, own, operate, and introduce, and to sell, assign, or other- wise to dispose of, any trade marks, trade names, patents, inventions, im- provements, and processes used in connection with or secured under letters patent of the United States, or elsewhere or otherwise, and to use, exercise, develop, grant licenses in respect of, or otherwise to turn to account any such trade-marks, patents, licenses, processes and the like, or any such property or rights. (Taken from charter of U. S. Steel Corporation.) Form 737. PAVING. To enter into and perform any and all contracts in which any person, firm, corporation, or association may lawfully engage, and especially to enter into and perform contracts for paving or repairing streets, sidewalks, courts, alleys, floors and cellars and to construct concrete and other founda- tions. 488 CORPORATION FORMS AND PRECEDENTS. Form 738. PAVING. To manufacture, buy, sell, and deal in cements and kindred building materials, quarry, grind, prepare, buy and sell mineral substances; to grade, curb, pave, macadamize, cement, build, erect, construct and main- tain any species of street, road, highway, pavement, bridge or flooring, and to furnish the material and labor therefor and to do all kinds of paving and construction work. I Form 739. PAWNBROKERS. To carry on business as pawnbrokers and money-lenders, and as dealers in jewelry and precious stones, gold, silver and plated articles, articles of vertu, coins and medals, and as commission agents and general merchants. Form 740. PENCILS. To manufacture, purchase, sell and deal in graphite, plumbago, leads, crayons, lead pencils, pen-holders, erasers, stationery and school supplies, and other articles of commerce incidental thereto. Form 741. PERFUMES. To manufacture, sell and deal in perfumeries and toilet articles, soaps, extracts, olive oil and druggists' specialties. Form 742. PETROLEUM AND GAS COMPANY. To purchase, own and sell rights and interests, under letters patent of the United States, in devices and inventions for the production of heat and light from petroleum, or any of its products, for domestic or other purposes, to manufacture, use or sell machines or devices for the production of heat and gas for illumination from petroleum and its products, to engage in the business of refining petroleum, and to sell the products thereof, to lease, pur- chase or hold such real estate or buildings as may be necessary for the carry- ing on of the business of said company, and to sell the same, to establish and carry on manufactories for the manufacture of such devices and inventions, also to sell the products of its refineries, within any of the United States or its Territories or foreign countries, to purchase, own and sell rights and interests, and letters patent which may be granted pertaining to the use of petroleum as fuel and light in foreign countries, or any improvement thereon, and to engage in the manufacture and sale of such inventions or devices in such foreign countries. SPECIFIC OBJECT CLAUSES. 489 Form 743. PETROLEUM. To drill and operate for petroleum, oil and gas; to produce petroleum, oil and gas and other minerals incidentally developed; to manufacture or refine all said i)roducts or minerals or substances found in or u|)on any lands acquired by the company; to transport the same to market and sell the same in crude or manufactured form; to buy, sell, lease, hold and dis- pose of such real and personal estate as may be necessary and convenient ; and to construct and erect such pipe lines, buildings, machinery and appli- ances as may be necessary or convenient in conducting the business of said company. Form 744. PHARMACY. To manufacture and sell at wholesale and retail, medicinal, chemical, pharmaceutical and other useful preparations for scientific, medicinal and domestic use. Form 745. PHONOGRAPHS. To introduce into use, rent, sell and otherwise dispose of phonograph? and phonograph-graphophones, and any other analogous instruments or de- Mces for the recording and reproduction of speech, music or other sounds; and all supplies and things in any way relating thereto and used in con- nection therewith, and to do any other matter or thing which may be neces- sary and proper in the premises. Form 746. PHONOGRAPHS. To buy and sell phonographs, talking machines, records and supplies therefor, and to manufacture supplies for phonographs and talking machines. Form 747. PHOSPHATE. To mine, quarry and excavate phosphate and other mineral deposits, and acquire lands containing the same; manufacture and treat such phosphate and other mineral deposits; own and operate means for conveying the prod- ucts of said corporation, and buy and sell all and every kind of personal property, which may in any wise pertain to the operations of said corpora- tion, including supplies for the use of such persons as may be engaged therein. Form 748. PHOTOGRAPHIC SUPPLIES. To manufacture and make all kinds of photographs and frames for photo- graphs, and buy and sell the same. A I ■I 490 CORPORATION FORMS AND PRECEDENTS. jl Form 749. PHOTOGRAPHS. To conduct and carry on a photographic, painting and picture business, ^' and to maintain and operate studios therefor, and to deal in photo- i graphers', painters', and artists' supplies. Form 750. PHOTOGRAPHY. To manufacture and sell portraits, photographic card mounts, folders, envelopes and frames. Form 751. PICTURES. To Tiianufacture and sell souvenir postal cards, calendars, advertising novelties, cards and artistic printed matter. Form 752. ^ PICTURE dealers; To carry on the business of holders of exhibitions and dealers in pictures, and makers and sellers of picture frames, artists' colors, oils, paints, paint brushes, and other instruments, articles, and ingredients relating to any such business. To carry on the businesses of publishers, book and print sellers, newspaper and magazine proprietors, art journalists, machine, letter-press, copper-plate, lithographic, electrotype and other printers and engravers, advertisement agents, and purchasers and sellers of copyrights, pictures, books, music and songs. Form 753. PIPE LINE. To mine, bore, dig for or otherwise obtain from the earth, petroleum, rock oil or car])on oils and natur-al gas, and to manufacture, buy, sell, and transport the same in their crude and refined states; to construct and main- tain lines of tubing and piping for the transportation of such oils and gas, or either of them, for the public generally as well as for the use of said corporation; to transport such oil or gas or either of them, by means of such pipes or otherwise and sell and supply the same to others; to bore for, develop, produce, deliver and sell natural gas for heating, lighting and other purposes, and to buy, hold, and sell lands and leases for the same as provided for by law, and to lay, buy, lease and sell and operate pipes and pipe lines and tanks, and transport such gas through such pipe lines for the jiublic generally and to supply such gas to persons generally as well as for the corporation; and generally to do such acts and carry on siu-h business as certains to such works and improvements. SPECIFIC OBJECT CLAUSES. 491 Form 754. PLANING MILL. To own and operate saw and planing mills, manufacture furniture and other products of wood, to own timber land, to engage in logging oi)eratious and to do all business pertaining to these enterprises. Form 755. PLANING MILL. To manufacture and sell lumber, woodenware, and mill-work, and to carry on the business of wood-turning, planing, sawing, moulding, and working on wood in all its branches, and the sale of articles made therefrom. Form 756. PLASTER. To buy, sell and otherwise deal in and manufacture adamant wall plaster and the materials composing the same, cement, mortar and oth.r materials appertaining to, or used in, masonry. Form 757. PLATE GLASS. To manufacture glass and glassware in any and all of its various kinds, forms and grades, and to deal in and sell the same; to make, deal in, buy and sell all the moulds, tools, pots and other appliances required for the manufacture of glass and glassware, and packages for packing the same and any and all the articles to attach to glassware when manu- factured; and to acquire and deal in patents and patent rights pertaining to the manufacture of glass and glassware in all its various branches, and to sell said patent rights to others. Form 758. PNEUMATIC TRANSFER AND STORAGE COMPANY. To manufacture, own, use, sell, and grant to others the right to own, use and sell pneumatic transfer and storage apparatus generally, but especially according to the system of , as set forth in the letters patent of the United States to him, of which the proposed cor- poration is the owner; and such other apparatus and patents as may prove :.vsirable and useful in developing and prosecuting its business of ele- vating, transferring and storage of cereals and other substances, in the United States and foreign countries, and to buy and sell the same. Form 759. POTTERY. To manufacture chinaware, iron-stone china, porcelain wfire, semi- ]>orcelain ware, jmrian ware, and all other kinds of crockery, to mine, to 492 CORPORATION FORMS AND PRECEDENTS. purchase and sell merchandise, and to manufacture and sell barrels, cask^, staves, boxes, kegs, and all kinds of cooperage. Form 760. POULTRY BUSINESS. To breed and sell breeding pigeons, squabs and all kinds of poultry; to buy, sell and generally deal in eggs, butter and kindred articles, an i to do a general marketing and grocery business, and to do all things neces- sary or incidental thereto. Form 761. POWDER. To carry on the trade or business of manufacturing, preparing, sell- ing and otherwise dealing in any and all kinds of nitro-glycerine, dyna- mite, powder, and all other explosives and their derivatives and compounds, extracts chemicals, raw and manufactured materials and all like or kindred products; to manufacture and sell any and all kinds of explosive torpedos, to shoot and explode nitroglycerine, powder, dynamite, and other explosives in wells, mines, quarries, tunnels, grades and any and all other kinds of excavations. Form 762. PRINTING. To carry on the business of stationers, printers, lithographers, stereo- typers, electrotypers, photographic printers, photo-lithographers, engravers, die-sinkers, book-printers, account-book manufacturers, dealers in parch- ment, dealers in stamps, advertising agents, designers, draftsmen, ink manufacturers, book sellers, publishers, paper manufacturers, and dealers in the materials used in the manufacture of paper, and dealers in or manu- facturers of any other articles or things of a character similar or analogous to the foregoing, or any of them, or connected therewith. Form 763. PRINTING, To transact a printing and publishing business and in connection there- with to transact engraving, lithographing and heraldry business, and to manufacture, buy and sell paper and stationery novelties. Form 764. PROPELLER. To procure letters patent for the construction of propellers, ^ and of all appliances connected therewith, and the construction of vessels and appliances under such letters patent. SPECIFIC OBJECT CLAUSES. 493 Form 765. PROVISIONS. To carry on all or any of the businesses of dairymen, cheese, butter, eggs and sausage manufacturers and merchants, bacon curers, poultry and live stock breeders, butchers, bakers, confectioners, refreshment contractors, grocers and general provision merchants and dealers. To sell, breed, miport, export, improve, prejjare, deal and trade in cattle, pigs, poultry, game, and live and dead stock of every description, milk, cream, butter, cheese, eggs, sausages, potted meats, table delicacies and any other com- modities, goods or. things. Form 766. PROVISION BUSINESS. To conduct a store or stores for the buying, selling and dealing of and in meats, provisions, groceries, dairy products, and in general to carry on a meat, grocery and provision business. Form 767. PUBLIC HALL. To provide at a hall and other suitable rooms, buildings, .•>nd places, and to permit the same or any part thereof to be used on such terms as the company shall think fit for any purpose, public or private, and in particular for public meetings, exhibitions, concerts, lec- tures, dinners, theatrical performances, and other entertainments; and for letting rooms, libraries, baths, laundries, refreshment rooms, dressing rooms, shoi)S, business offices and residences; to furnish the company's jiroperty with such furniture, implements, machinery and conveniences as may be thought desirable with a view to the sale, letting or use thereof; to provide gardens, greenhouses, and grounds for recreation and amuse- ment; to carry on the business of a hotel and a restaurant; to provide amusement, entertainment and instruction for stockholders of the com- pany and others. Form 768. PUBLIC WORK CONTRACTORS. To construct, execute, carry out, equip, improve, work, develop, admin- ister, manage or control in public works and conveniences of all kinds, which expression in these articles includes railroads, tramways, street railways, docks, harbors, piers, wharves, canals, reservoirs, embank- ments, irrigation, reclamation, improvement, sewage, drainage, sanitation, water, gas, electric light, telephone, telegraph, and power sup[dy works, and hotels, warehouses, markets and public buildings, and all other works or conveniences of public utility. To apply for, purchase or otherwise acquire, any contracts, decrees, and concessions, for or in relation to the construction, execution, carrying out, equipment, improvement, manage- ment, administration, or control of public works and conveniences, and to undertake, execute, carry out, dispose of, or otherwise turn to account the m i l'; 494 CORPORATION FORMS AND PRECEDENTS. same. To carry on the business of miners, metallurgists, buiUlers ami con- tractors, engineers, farmers, graziers, ship owners, ship builders, mer- chants, importers, exporters ami to buy, sell and deal in property of all kinds. To purchase or otherwise acquire, issue, reissue, sell, pledge, and deal in shares, stocks, bonds, debentures and securities of all kinds and to give any guaranty or security for the payment of dividends or interest thereon or otherwise in relation thereto; to negotiate loans; to lend V money, securities and other property; to discount bills and securities; .' to become sureties and guarantors for any purposes and generally to carry || on business as capitalists, financiers, bankers, and merchants and any other business. Form 769. PUBLISHING. To print, publish, and sell books, newspapers, journals, magazines, periodicals, lists, pamphlets and reports for the dissemination of current and general architectural, engineering, construction and building trade news, notices and information, throughout the business world. Form 770. PUBLISHERS. To carry on the businesses of printers, engravers, publishers, book and print sellers, bookbinders, and art journalists in all their branches; to carry on the businesses of newspaper and magazine proprietors, news agents, journalists, literature agents, and stationers in all their branches: to carry on the businesses of manufacturers and distributors of and dealers in engravings, prints, pictures, drawings, and any written, engraved, painted or printed productions, in all their branches; to carry on the businesses of advertising agents, advertisement contractors, and designers of advertisements, m all their branches; to carry on the businesses of paper makers, and printing and other ink manufacturers, in all their branches. Form 771. PUBLISHING. To carry on the business of manufacturing and selling law and mis- cellaneous books, to make contracts with authors, publishers, individuals, corporations, or firms that may do business with s'aid company, to con- tract for printing, reprinting, stereotyping, paper, binding, or for any- thing entering into the manufacturing of law or miscellaneous books, to purchase and own copyrights, stereotype plates, books in sheets, or bound, or in course of manufacture, and to purchase the right to print and issue books, and dispose of the same, as well as all rights acquired by such purchase or purchases, and to have the right to lease any such rights on such terms as may be agreed upon, or employ agents, firms or cor- porations, to sell all such books manufactured or bought by the said com- pany, either by the plan known as "by subscription" or otherwise, or for the purpose of making contracts with others on behalf of said cor SPECIFIC OBJECT CLAUSES. 495 poration and tu make any other contrufts or leases, carrying out the intention of said company and to liavo all the rights, powers, privileges and francliises incident to and granted to corporations organized by virtue of the laws of Form 772. PULP. To construct, build and operate pulp and paper mills, and to engage in the manufacture and sale of pulp and paper or any product in which pulp or paper, or any material used in the manufacture of pulp or paper, may be used. To purchase, lease or acquire water or other i)0wer; to generate electrical or other power, and use, lease, sell, or otherwise dispose of the same. To acquire by purchase or otherwise, timber of every description, and to acquire and hold and dispose of timber licenses and timber lands necessary and convenient for the business of the company. To purchase, construct, charter and navigate steam or sailing vessels, or construct and operate private tramways so far as may be necessary for the business of the company. Form 773. PUMPING MACHINERY. To manufacture and sell wind-mills, wind-mill towers, pneumatic pumf)S, air compressors, and other appliances or devices used in the installation or construction of water systems for villages, irrigation or domestic uses, and to manufacture and sell electric motors, gas and gasoline engines; and to iijstal electric light or power plants, and to manufacture, pur- chase or otherwise acquire, hold on mortgage, sell, assign and transfer, invest, trade, deal in and deal with, goods, wares and merchandise and property of every class and description, and to acquire any right or privilege which the Company may think necessary or convenient for the purposes of its business. Form 774. QUARRY. To purchase, mine, quarry, cut, saw, crush, finish, set, and dress stone, marble and other minerals and sell the same to the public. Form 775. QUARRY. To mine, quarry and prepare for market limestone and other stones and minerals, and manufacture the same into various products thereof, and transport and sell the same in crude and manufactured form, and as incident to such business to acquire, hold and sell real estate, and to have, maintain and operate the necessary tools, appliances and plant. 496 CORPORATION FORMS AND PRECEDENTS. Form 776. RAILROAD COMPANY. To Jo a general railroad business iu all its branches; to survey, build, erect, construct, own, lease, mortgage, operate, and maintain, sell or otherwise dispose of a line or lines of railway for the purpose of carrying and transi)orting freight, ])assengers, baggage, mail and express, and to do a general railroad business for hire and for toll; to purchase, construct, own, maintain and operate wharves, bridges, and trestles, and to lay rails and operate railroads thereon; to purchase, construct, own, maintain and operate in connection therewith or otherwise, ferries, vessels, ships, steam- ers, barges, docks, slips and landings, and discharging places for freight and passenger traffic; to exercise the right of eminent domain; to purchase, sell, lease, hold, and operate all classes of real estate, to lay out town sites, and to construct any and all kinds of improvements thereon, or to be used in connection therewith, and to purchase, sell, hold, control and operate easements, franchises, roads, rights-of-way, mill and furnace sites, and to construct and operate power plants; to buy, own, construct, build, erect, maintain, lease, sell or otherwise dispose of plants for the manu- facture and repair of engines, motors, dynamos, cars, trucks, rolling stock of all kinds, machinery, mechanical devices of every kind and nature for the furtherance of the purposes herein stated; to buy, own, lease, build, erect, construct and maintain telephone and telegraph lines; and to buy and sell all kinds of property both personal and real; to own, handle and control letters patent and inventions; to act as agent, trustee or in any other fiduciary capacity; to borrow money, issue bonds, promissory notes and other evidences of indebtedness; to own, buy, mortgage, hypothecate, pledge, sell or otherwise dispose of and deal in and with property of all kinds as well as capital stock and shares of this corporation 'and that of other corporations, and to vote any shares owned by it the same as a natural person might do; and to enter into such agreements, contracts and stipulations and make such arrangements as may be or seem necessary to carry out the same and attain the objects and purposes herein expressed and intended. Form 777. RAILROAD. To purchase or otherwise acquire the whole or any of the property and rights formerly jjossessed by the Eailway Company but recently sold under certain decrees and orders of the District Court of the United States for District of , etc., in a suit, etc., and with a view thereto to enter into an arrangement to acquire and take over as a going concern the railway now carried on, etc. To equip, work, maintain, improve, and operate the said railroad and any other railroads which the company may become possessed of or interested in, or over which it may have running powers. To construct, purchase, take on lease or otherwise acquire, any railways or tramways, which may seem capable of being worked in connection with any of the company's lines for the time being or calculated directly or indirectly to benefit the com- pany, and to acquire rights over or iu connection with any such rail- SPECIFIC OBJECT CLAUSES. 497 ways. To carry on the business of a telegraph and telephone company in their respective branches. To carry on the business of rolling stock manufacturers, mechanical engineers, ship owners, ship builders, carriers, by land or water, warehousemen, forwarding agents, and insurance agents against loss or damage to goods by accident or otherwise. To improve, work, and facilitate the navigation of any rivers, lakes, canals and other waters. Form 778. RAILROAD APPLIANCES. To manufacture and sell railway appliances; and to acquire patents relating thereto; and to license others thereunder. rorin 779. RAILWAY CARS. To build, purchase, equip and sell cars and railway equipments; to acquire real estate, personal property, licenses and letters patent covering improvements and novelties necessary to and connected with said business, and license individuals and corporations to manufacture, sell or use such improvements and novelties in shops or specific territory upon royalty or otherwise. Form 780. RAILROAD CONSTRUCTION. To build, furnish, equip and construct, railroads, street railways, canals, water works, bridges, gas works, dredging works, electric light and power appliances, apparatus and plants, and other works of a similar character, and works of internal improvement, and steam and water dredges and j)umps ; and to manufacture, purchase, own, lease, sell or otherwise dis- pose of all necessary machinery, fixtures, rolling stock and all apparatus necessary to fully build, furnish, equip, construct and operate the same and to purchase on lease, sale or otherwise acquire and to dispose of inventions, patented machinery, or articles patent therefor, or licenses or privileges thereunder, or any interest therein; and to carry on a general niaiuifacturing business; and generally to transact all business connected with said purposes or any of them. Form 781. RAILWAY CONSTRUCTION. To carry on a general manufacturing business for the making, using, introducing, selling and licensing others to use and sell patented articles, such as girders, posts, turntables, switches, bridges, cars, trucks, locomo- tives and all other articles entering into their use or construction, and to do any business thereto appertaining. To construct elevated railway lines of wood and iron, iron and steel, either or all of them, and to manufacture the material entering into such construction aiul to carry on the business pertaining to railway supply and construction companies. To acquire 498 CORPORATION FORMS AND PRECEDENTS. Guch real estate as may be necessary for the construction, equipment or keeping in repair of said lines, works, shops and improvements; to issue bonds or other evidences of indebtedness, of such denomination and value and bearing such rates of interest, and payable at such times and places as the board of directors may determine. To purchase by the issue of stock or otherwise, patents, licenses, contracts and rights, collecting moneys, royalties, revenues and disbursing the same, and generally to have all the rights, powers and privileges and franchises incident to and granted to a corporation organized under and by virtue of the laws of the State of Form 782. RAILROAD EQUIPMENT. To acquire, sell and lease equipment machinery, materials and supplies, used in or about the construction and operation of railroads, street rail- ways, tramways, mines and other works of internal improvement; to acquire, hold, and sell railroad and other securities and obligations, and to negotiate for others the purchase, sale or lease of such equipment and other property as aforesaid, including such securities and obligations; and to negotiate for others or make loans upon the same and generally to do whatever may be incidental or necessary to carry out any of the purposes aforesaid. Form 783. RAILROAD FROGS. To manufacture, lease and sell apparatus relating to railway frogs, or to purchase, own and utilize rights and privileges under letters patent granted therefor, and for other inventions of similar nature, and all other acts and things required to be done in and about the development and utilization of such invention or inventions. Form 784. RAILROAD SIGNALS. To manufacture and sell railway signals, track instruments and devices in connection therewith; also to manufacture and sell railway supplies and machinery. Form 785. RAILROAD TIES. To conduct, maintain, and carry on a general timber, lumber and tie business, and a general trading and mercantile business such as is usually carried on in a country store, and to mine, sell and ship coal, contract for and purchase and sell the right to go upon the real estate of others; to cut, sell, ship, and manufacture timber into lumber and ties and other things, and to purchase, own, lease, use, erect and run saw mills and all, each and every other implement, tool or tools, incidental and necessary to the business hereinabove set forth; to erect on land owned by it or SPECIFIC OBJECT CLAUSES. 499 leased from others, tenements for its employes ami others; and to do all, each and every thing pertaining to the business as hereinabove set out according to the laws of the slate of as fully and thoroughly as a natural person might or could do. Form 786. REAL ESTATE. (1) To purchase, take on lease or in exchange, or otherwise acquire any lands and buildings in the county of or elsewhere, and any estate or interest in, and any rights connected with, any such lands and buildings. {-I) To develop and turn to account any land acquired by or in which the Com{)any is interested, and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving build- ings, and by ])]anting, paving, draining, farming, cultivating, letting on building lease or building agreement, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants, and others. (3) To construct, maintain, improve, develop, work, control, and manage any waterworks, gasworks, reservoirs, roads, tram- ways, electric power and heat and light supply works, telephone works, hotels, clubs, restaurants, baths, places of worship, places of amusement, I)leasure grounds, parks, gardens, reading rooms, stores, shops, dairies, and other works and conveniences which the Company may think directly or indirectly conducive to these objects, and to contribute or otherwise assist or take part in the construction, maintenance, development, working, control and management thereof. (4) To carry on all or any of the fol- lowing businesses, namely, builders, and contractors, decorators, merchants, and dealers in stone, sand, lime, brick, timber, hardware and other build- ing requisites, brick and tile terra cotta makers, 'jobmasters, carriers, licensed victualers, and house agents. (.'5) To lend money either with or Avithout security, and generally to such persons and upon such terms and conditions as the Company may think fit, and in particular to persons undertaking to build or improve any property in which the Company is interested, and to tenants, builders, and contractors. (6) To undertake and execute any trusts the undertaking of which may seem to the Com- pany desirable. Form 787. REAL ESTATE. 1. To acquire by purchase, lease, exchange, or otherwise, land, build- ings, and hereditaments of any tenure or description situate in the City of and its neighborhood, and any estate or interests therein, and any rights, over or connected with lands so situate, and to turn the same to account as may seem expedient, and in particular by preparing building sites, and by constructing, reconstructing, altering, improving, decorating, furnishing and maintaining otlices, flats, houses, factories, ware- houses, shops, wharves, buildings, works and conveniences of all kinds, and by consolidating, or connecting, or svibdividing properties, and by leasing and disposing of the same. 2. To manage land, buihlings, and other 500 CORPORATION FORMS AND PRECEDENTS. I)ropcrty situate as aforesaid whether belonging to the Company or not, ami to collect rents and iuoome, and to supply tenants and occupiers, and others, refreshments, attendance, messengers, light, waiting rooms, read- ing rooms, meeting rooms, lavatories, laundry conveniences, electric con- veniences, stables, and other advantages. 3. To acquire and take over any business or undertaking carried on, upon, or in connection with, any land or building which the Company may desire to acquire as aforesaid, or become interested in, and the whole or any of the assets and liabilities of svjch business or undertaking, and to carry on the same, or to dispose of, remove, or put an end thereto, or otherwise deal with the same as may seem expedient. 4. To establish and carry on, and to promote the estab- lishment and carrying on, upon any property in which the Company is interested, of any business which may conveniently be carried on upon or in connection with such property, and the establishment of which may seem calculated to enhance the value of the Company's interest in such prop- erty, or to facilitate the disposal thereof. 5. To advance and lend money to builders, tenants, and others who may be willing to build on or improve any land or buildings in which the Company is interested, and generally to advance money to such persons and on such terms as may be arranged. Form 788. REAL ESTATE. To purchase, hold, sell, improve, and lease real estate, and mortgage and encumber the same, and to erect, manage, care for and maintain, extend and alter buildings thereon. Form 789. REAL ESTATE. To buy, sell, deal in, lease, hold or improve real estate, and the fixtures and personal property incidental thereto or connected therewith, and with that end in view to acquire, by purchase, lease, hire or otherwise, lands, tenements, hereditaments, or any interest therein, and to improve the same, and generally to hold, manage, deal with and improve the property of the company, and to sell, lease, mortgage, pledge, or other- wise dispose of the lands, tenements and hereditaments or other property of the company; to construct, erect, equip, repair and improve houses, buildings, public or private roads, alleys, tramways, railroads, reservoirs, irrigation ditches, wharves, sewers, tunnels, conduits and subways; to make, enter into, perform and carry out contracts for constructing, altering, decorating, maintaining, furnishing, fitting up and improving buildings of every sort and kind; to advance money to, and enter into contracts and arrangements of all kinds with builders, property owners and others; and to carry on in ^11 their respective branches the business of builders, contractors, decorators, dealers in stone, brick, timber, hardware and other building materials or requisites. SPECIFIC OBJECT CLAUSES. 501 Form 790. REAL ESTATE. To purchase, iiu])ri)ve, develop, liuM .iiid enjoy real estate in fee simple, upon ground rent or lease, ,and to loiise, mortgage, and sill the same in such parts or parcels, improved or unimproved, and on su.'ew Jersey corporation.) iSee note to preceding form. Form 924. POWER TO HOLD SECURITIES GENERALLY. (1) To acquire by purchase, subscription or otherwise, and to hold as investment, any bonds or other securities or evidences of indebtedness, or any shares of capital stock created or issued by any other corporation or corporations, association or associations, of the State of New Jersey, or of any other State, Territory or country. (2) To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, any bonds or other securities or evidences of indebtedness created or issued by any other corporation or corporations, association or associations, of the State of New Jersey, or of any other State, Territory or country, and while owner thereof, to exercise all the rights, powers and privileges of ownership. (3) To purchase, hold, sell, assign, transfer, mortgage, pledge or other- wise dispose of shares of the capital stock of any other corporation or corporations, association or associations, of the State of New Jersey, or of any other State, Territory or country; and, while owner of such stock, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon. (4) To aid in any manner any corporation or association of Avhich any bonds, or other securities or evidences of indebt- edness or stock are held by the corporation; and to do any acts or things designed to protect, preserve, improve or enhance the value of any such bonds or other securities or evidences of indebtedness or stock. (From charter of Northern Securities Company, a New Jersey Corporation.) See Cook on Corporations, §§27, 314-317; Clark & M., Corp., §§132-151. See for ownership of stock- in other corporations. Cook on Corporations, §§622-8, 317; Clark & M., Corp., §§193-198. Form 925. POWER TO ACQUIRE STOCK AND SECURITIES OF, AND TO AID OTHER CORPORATIONS. To acquire by purchase, subscription or otherwise, and to hold or dispose of, stocks, bonds or any other obligations of any corporations formed for, or then or theretofore engaged in or pursuing, any one or more of the kinds of business, purposes, objects or operations atove indicated, or own- ing or holding any property of any kind herein mentioned; or of any cor- poration owning or holding the stocks or the obligations of any such corporation. To acquire and hold for investment, or otherwise to acquire and use, and to sell or dispose of, any stock, bonds or other obligations of any such other corporation; to aid in any manner any corporation whose stock, bonds or other obligations are held or are in any manner guaranteed by the Company, and to do any other acts or things for the preservation, GENERAL OBJECT CLAUSES. 535 protection, improvement or enhancement of the value of any such stock, bonds or other olfligations, or to do any acts or things designed for any Buch purpose; and, while owner of any such stock, bonds or other obliga- tions, to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting jiowcr thereon. (From charter of United States Steel Corporation, a New Jersey corporation.) See Cook on Corporations, §§27, 314-317; Clark & M.; Corp., §§ 193-198, 167-19J. Form 926. POWER TO ACQUIRE STOCK AND SECURITIES OF OTHER CORPORATIONS. To hold, j)urcliase or otherwise acquire, or be interested in, and to sell, assign, j)ledge or otherwise dispose of, shares of the capital stock, bonds or other evidences of debt issued or created by any other corporation, whether foreign or domestic and wliether now or hereafter organized; and while the holder of any such shares of stock to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do. (From the charter of the Central Leather Co., a New Jersey corporation.) See Cook on Corporations, §§27, 314-317; Clark & M., Corp., §§ 193-198, 132-151. Form 927. POWER TO ACQUIRE AND HOLD SECURITIES OF ANOTHER CORPORATION ENGAGED IN SIMILAR BUSINESS. To acquire by purchase, subscription or otherwise, and to hold or dispose of, stocks, bonds or any other obligations of any corporation formed for, or then or theretofore engaged in or pursuing any one or more of the kinds of business, purposes, objects or operations above indicated, or owning or holding any property of any kind herein mentioned, or of any corpora- tion owning or holding the stocks or the obligations of any such corporation. (Prom the charter of the United States Steel Corporation, a New Jersey corporation.) See note to preceding form. Form 928. BORROWING MONEY AND ISSUING SECURITIES. In the purchase or acquisition of property, business, rights or franchises, or for additional working capital, or for any other object in or about its business or affairs, and without limit as to amount, to incur debt, and to raise, borrow and secure the payment of money in any lawful manner, including the issue and sale or other disposition of bonds, warrants, deben- tures, obligations, negotiable and transferable ipstruments and evidences of indel)todness of all kinds, A\hethor secured by mortgage, pledge, deed of trust or othorrtisc. See Cook on Corporations, §760; Clark & M., Corp., §§179-183. 536 CORPORATION FORMS AND PRECEDENTS. Form 929. POWER TO BORROW MONEY, CONTRACT AND GUAR- ANTEE. Without in any particular limiting or restricting any of the other objecta and powers of the corporation, it is hereby expressly declared and provided (1) that the corporation shall also have power to issue bonds and other obligations in payment for property, including shares of stock and other securities, which may be purchased or acquired by it, or for money bor- rowed, or for any other lawful object in and about its business; to mort- gage or pledge any property which may be owned or acquired by it, or in which it may be interested, to secure any bonds, guarantees or other obligations by it issued or incurred; to guarantee any dividends, bonds, contracts or other obligations; to make and perform contracts of every kind and description; to declare dividends payable in cash or otherwise as may be permitted by law; and in carrying on its business, or for the pur- pose of attaining or furthering any of its objects or purposes, to do any and all other things and exercise any and all other powers which now or hereafter may be permitted by law, and (2) that, among its other powers, and without the assent or other action of the stockholders, the board of directors shall have power^ by resolution of said board and for any lawful purpose, to authorize the execution of the bonds of the corporation not to exceed the principal sum of Forty-five Million Dollars ($45,000,000), par value, at any one time outstanding, which bonds shall be in such form and issued and delivered at such times and for such purposes and under such terms and conditions as said board may determine; and said board of direct- ors shall also have power by resolution of said board, to authorize the execu- tion of an indenture, mortgaging and pledging all or any part of the property or assets of the corporation, then owned or which may thereafter be acquired by it, to secure the payment of said bonds and the interest thereon and the performance of the covenants in said indenture contained, which indenture shall be in such form and embody such provisions, cove- nants, agreements and conditions as said board may determine. See Cook on Corporations, §§760-778; Clark & M., Corp., §§179-184. Form 930. PATENT AND TRADE MARK CLAUSE. To apply for, obtain, register, lease, purchase or otherwise to acquire, and to hold, use, own, operate and introduce and to sell, assign, or otherwise dispose of any trade-marks, tradenames, patents, inventions, improve- ments and processes used in connection with or secured under letters patent of the United States, or elsewhere or otherwise; and to use, exercise, develop, grant licenses in respect of or otherwise turn to account any such trade-marks, patents, licenses, processes and the like, or any such property or rights. (From the charter of the United States Steel Cor- poration, a New Jersey corporation.) See as to issue of stock for patent rights. Cook on Corporations, §§ 20- 46; Clark & M., Corp., §384. A patent cannot be applied for by a corporation but the applicant for a patent may assign his right to a corporation and the United States Patent OflBce may issue a patent to the corporation as such assignee. GENERAL OBJECT CLAUSES. 537 Form 931. PATENTS, TRADE MARK AND SECRET PROCESS CLAUSE. To apply for, obtain, register, purchase, or otherwise acquire and hold, own, use, operate, introduce and sell, assign or otherwise dispose of any and all trademarks, formula^, secret processes, trade names, and distinc- tive marks, and all inventions, improvements and processes used in con- nection with or secured under letters patent or otherwise, of the United States or of any other country, and any governmental grants or conces- sions; and use, exercise, develop, grant licenses in respect of, or other- wise turn to account any and all such trade-marks, patents, licenses, con- cessions, processes and the like, or any such property, rights and informa- tion so acijuired. (From the charter of the Carnegie Company, a New Jersey corporation.) See note to preceding form. Form 932. PATENTS, TRADE MARKS AND SECRET PROCESSES. To obtain, register, purchase, lease or otherwise acquire, to hold, use, own, operate, develop and introduce, to sell, assign, lease, pledge, mort- gage, grant or acquire licenses in respect of, and otherwise deal in and with or turn to account any and all copyrights, concessions, trade marks, formula', secret processes, devices, trade names and distinctive marks, patents, patent rights, applications for patents, brevets d 'invention, and all inventions, licenses, privileges, improvements and processes used in connection with or secured under letters patent or otherwise of the United States or of any other country, relating to or useful in connection with any lawful business of the corporation, including the good will of the same. See note to Form 930. Form 933. POWER TO DO BUSINESS THROUGHOUT WORLD. To conduct business, have one or more otHces, and purchase, mortgage, lease, and convey real and personal property or any estate or interest therein, in any part of the world, but always subject to the local laws. (From the charter of the Carnegie Company, a New Jersey corporation.) See Cook on Corporations, §§ 237-240; Clark & M., Corp., §§ 114-122, 131. Form 934. POWER TO CONDUCT BUSINESS IN OTHER STATES. The corporation may conduct its business in other states, territories and possessions of the United States, and in foreign countries, and may ha^e one office or more than one office, and keep the books of the company out- side of the State of , except as may be otherwise provided by law; and may hold, purchase, mortgage an(f convey real and personal prop- 538 CORPORATION FORMS AND PRECEDENTS. erty either in or out of the State of (From the charter of the Pennsylvania Steel Compauy, a New Jersey corporation.) See Cook on Corporations, §§ 237-240; Clark & M., Corp., §§ 114-122, 131b. Form 935. POWER TO DO BUSINESS OUT OF STATE. The corporation shall have power to conduct its business in other states and in foreign countries, and to have one or more offices out of this state, and to hold, purchase, mortgage and convey real and personal property out of this state. (From the charter of the Northern Securities Com- pany, a New Jersey corporation.) Form 936. STATEMENT AS TO WHERE BUSINESS WILL BE CON- DUCTED. That the place in this state where the principal part of the business of iuch company within this state is to be conducted and transacted is Jer- sey City, in the County of Hudson; and the states and countries out of this state where the company proposes to carry on portions of its business and transactions are the states of New York and Pennsylvania, and all the states and territories of the United States, and the countries of the United Kingdom of Great Britain and Ireland, and all the countries of Europe; and such other places and countries as the business of the company may require. (From the charter of the International Mercan- tile Marine Company, a New Jersey corporation.) See note to Form 933. Form 937. CONDUCT OF BUSINESS ACQUIRED. If, and to the extent permitted by the local laws of each state and foreign country where the property may be situated, and subject always to such local laws, the company may cause or allow the legal title, estate and interest in any property or business acquired, established or carried on by the company to remain or be vested, or registered, in the name of or carried on by an individual, or any other company or companies, ' for- eign or domestic, formed or to be formed, and either upon trust for, or as agents or nominees of this company, or upon any other terms or conditions which the board of directors may consider for the benefit of this company, and manage the affairs, or take over and carry on the business of such company or companies so formed or to be formpd. either by ac- quiring the shares, stocks or other securities thereof, or otherwise howso- ever, and exercise all or any of the powers of holders of shares, stocks or securities thereof, and receive and distribute as profits the dividends and interests on such shares, stocks and securities. (From the charter of the Carnegie Company, a New Jersey corporation.) See note to Form 933. GENERAL OBJECT CLAUSES. 539 Form 938. PLACES OF BUSINESS, OFFICES AND BOOKS. To conduct lis Ijiisincss ov any part or parts tlieruoi' iu the United States of America, or either of them, in the territories and the District of Columbia, and iu any or all dependencies, colonies or possessions of the United States of America, and in foreign countries or jurisdictions, with- out restriction as to place. To have one or more offices or agencies, and keep such books of the company outside of the State of as are not required by law to bo kept within this State. See note to Form 933. Form 939. MAINTENANCE OF OFFICE AND HOLDING OF CORPO- RATE MEETINGS OUT OF STATE. In addition to said principal oflice within the said state, this corporation may maintain an ollice and jjlacc of business at the city of , state of , and any meeting of the stockholders or directors may be held either at said principal office or at said office in said state of The books and records of this corporation may be kept at either of said offices as the directors may find convenient. See note to Form 933. Form 940. POWER TO MANUFACTURE. To manufacture, purchase, or otherwise acquire, goods, wares, merchan- dise and personal property of every class and description, and to hold, own, sell or otherwise dispose of, trade, deal in and deal with the same. (From the charter of the Carnegie Company, a new Jersey corporation.) Form 941. POWER TO ENGAGE IN MANUFACTURING BUSINESS. To engage in any other manufacturing business of any kind or charac- ter whatsoever, and to that end to acquire, hold, own and dispose of any and 'all i)roperty, assets, stocks, bonds and rights of any and every kind. (From the charter of the Carnegie Company, a New Jersey corporation.) Form 942. POWER TO ISSUE SECURITIES. To issue warrants, bonds, debentures and other negotiable or trans- ferable instruments, secured by mortgage or otherwise, for such amounts as shall from time to time seem advisable. (From the charter of the Car- negie Company, a New Jersey corporation.) 540 CORPORATION FORMS AND PRECEDENTS. rorm 943. POWER TO ISSUE BONDS. To issue bonds and other obligations in payment for property purchased or acquired by it, or for any other object in or about its business; to mortgage or pledge any stocks, bonds or other obligations or any property which may be acquired by it, to secure any bonds or other obligations by it issued or incurred. (From the charter of the United States Steel cor- poration, a New Jersey corporation.) Form 944. POWER TO CONTRACT. To enter into, make, perform and carry out contracts of every sort and kind with any person, firm, association, corporation, private, public or munici- pal, or body politic, and with the government of the United States, or any state, territory or colony thereof, or any foreign government. (From the charter of the Carnegie Company, a New Jersey corporation.) Form 945. GOVERNMENTAL CONTRACTS, CONCESSIONS AND FRANCHISES. To enter into contracts or arrangements with any government or authority national, state, municipal, local or otherwise, conducive to any of the pur- poses of this corporation, and to obtain from such government or authority any and all rights, easements, privileges, subsidies, gifts, franchises, charters, grants, patents or concessions relating to or for the promotion or protection of such purposes; to carry out, exercise, comply with and enforce the same; to sell, lease, or otherwise dispose of the same or any interest therein to others, where such sale, lease or disposal shall be lawful under the laws of the governmental power granting the same. Form 946. POWER TO CONTRACT. To make and perform contracts of any kind and description, and in carrying on its business, or for the purpose of attaining or furthering any of its objects, to do any and all things which a copartnership or natural person could do and exercise, and which now or hereafter may be author- ized by law. (From the charter of the Pennsylvania Steel Company, a New Jersey corporation.) Form 947. POWER TO ACQUIRE AND HOLD PROPERTY. To acquire, own and hold such real and personal property as may be necessary or convenient for the transaction of its business. (From the charter of the Northern Securities Company, a New Jersey corporation.) GENERAL OBJECT CLAUSES. 541 Form 948. POWER TO AID OTHER CORPORATIONS. To aid in any manner any corporation or association of which any bonds, or othei securities or evidences of indebtedness or stock are held by the corporation, and to do all acts and things designed to protect, pre- serve, improve or enhance the value of any such bonds or other securities or evidences of indebtedness or stock. (From the charter of the Northern Securities Company, a New Jersey corporation.) Form 949. POWER TO AID OTHER CORPORATIONS (ANOTHER FORM). To hold for investment, or otherwise to use, sell or dispose of, any stock, bonds or other obligations of any such other corporation ; to aid in any manner any corporation whose stocks, bonds or other obligations are held or in any manner guaranteed by the company, and to do any other acts or things for the preservation, protection, improvement or enhance- ment of the value of any such stock, bonds or other obligations, or to do any acts or things designed for that purpose. (From the charter of the United States Steel Corporation, a New Jersey corporation.) Form 950. POWER TO GUARANTEE. To guarantee any dividends, or bonds, or contracts, or other obliga- tions. (From the charter of the United States Steel Corporation, a New .lersey corporation.) Form 951. POWER TO GUARANTY. To guarantee the payment of dividends, or interest on any shares of stock, bonds, debentures or other securities or obligations of this or any other company, whenever, in the judgment of the board of directors, proper or necessary for the business of the company. (From the charter of the Carnegie Company, a New Jersey corporation.) See Cook on Corporations, §§ 267, 774-775; Clark & M., Corp., § 184. Form 952. PAYMENT OF PRELIMINARY EXPENSES. That the directors of the company may pay out of the funds of the company all expenses of or incidental to the formation, registration and advertising of the company, and remunerate any person or comjtany for services rendered in the placing of the shares in the company's capital, or any debentures or other securities of the company, or in or about the for- mation or promotion of the company or the conduct of its business. See Cook on Corporations, §707; Clark & M., Corp., §§99-111. 542 CORPORATION FORMS AND PRECEDENTS. Form 953. REMUNERATION OF PROMOTERS. To remunerate any person, firm, syndicate, association or corporation for services rendered or to be rendered, directly or indirectly, in selling, placing or guaranteeing the selling or placing of any shares of the capi- tal stock, bonds, debentures or other securities issued, owned or con- trolled by the corporation, or by any other corporation in which it is interested, or in or about the formation, promotion or operation of the corporation, or in the conduct of its business and affairs or the protection of its property and interests, either in cash, stock, bonds or other securi- ties, commissions, or otherwise. See Cook on Corporations, §§38, 657, 705-707; Clark & M., Corp., § i03. Form 954. TO REMUNERATE PROMOTERS. To remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company's capital, or any debentures or other securities of, the company or in or about the formation or promotion of the company or the conduct of its business, and to repay to any person or persons, or body or bodies corporate, any moneys advanced or paid or liabilities incurred in connection with such formation or promotion of such company or the conduct of its business, or for the purpose of the acquisition of any property, real or personal, whatever, for or for the benefit of such company, whether such moneys were advanced or paid or such liabilities incurred or property acquired before or after the incorporation of the company, and whether or not such property was acquired by the company, and also to accept, take over, purchase or otherwise acquire in the name of the company any such property. To do all or any of the above things either alone, or in connection with others, and either as principal or agent and either by itself or any sub- contractors, agents, or otherwise, and either in. the Province of British Columbia, the Dominion of Canada, the United States of America, or elsewhere in British Dominions, or as may be determined by the company. See note to preceding form. Form 955. GENERAL POWER CLAUSE. In general, but in connection with the foregoing, the company may carry on any other business, whether manufacturing or mining, or other- wise, and have and exercise all the powers conferred by the laws of New Jersey upon corporations formed under the act hereinafter referred to as the general corporation act ; it being hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the company. (From the charter of the Carnegie Company, a New Jersey corporation.) GENERAL OBJECT CLAUSES. 543 Form 956. GENERAL POWER CLAUSE (ANOTHER FORM). For the purpose of attaining or furthering any of its objects, to do any and ail otiior acts and things, and to exercise any and all other powers which a copartnership or natural person could do and exercise, and which now or hereafter may be authorized by law. (From the charter of the United States Steel Corporation, a New Jersey corporation.) Form 957. GENERAL WORDS TO FOLLOW SPECIFIC OBJECT CLAUSES. The business or purposes of the Company is from time to time to do any one or more of the acts and things herein set forth. (T-"'rom the charter of the Northern Securities Company, a New Jersey corporation.) Form 958. GENERAL OBJECT CLAUSE. Without in any particular limiting or restricting any of the objects and powers of the corporation, it is hereby expressly declared and pro- vided that the corporation shall have power to issue bonds and other obligations, and shares of its capital stock, in payment for property purchased or acquired by it, or for any other lawful object in and about its business; to mortgage or pledge any stocks, bonds or other obliga- tions, or any property which may be acquired by it; to secure any bonds, guarantees or other obligations by it issued or incurred; to guarantee any dividends, or bonds or contracts, or other obligations; to make and per- form contracts of every kind and description; and in carrying on its business, or for the purpose of attaining or furthering any of its objects or purposes, to do any and all other things and exercise any and all other powers which a copartnership or natural person could do and exercise, or which now or hereafter may be authorized by law. (Prom the charter of the Pennsylvania Steel Company, a New Jersey corporation.) Form 959. PRELIMINARY INTERPRETATION CLAUSE. Tn furtherance, and not in limitation of the general powers conferred by the laws of the State of , and by the principles of the common law, upon corporations organized under the jirovisions of law authorizing the formation of this corporation, and of the purposes and powers herein- before stated, the corporation shall also have the following purposes and powers, it being expressly provided that the enumeration of specific powers shall not be construed to limit or restrict in any manner the aforesaid general powers of the corporation. See Cook on Corporations, §2; Clark & M., Corp., §§127-128. 544 CORPORATION FORMS AND PRECEDENTS. Form 960. MISCELLANEOUS PURPOSES BROADLY STATED. To carry ou, and license others to carry on all or any part of the several businesses enumerated in this paragraph, to wit: the business of manufacturers, merchants, traders, importers, exporters, and dealers in and with goods, wares, and merchandise of every description; of establishing, financing, developing, managing, operating and carrying on industrial, commercial, trading, manufacturing, mechanical, metallurgical, engineering, building, construction, contracting, mining, smelting, quarry- ing, refining, chemical, ice, real estate, logging, lumbering, agricultural, plantation, dairying and maritime enterprises, undertakings, propositions, concessions or franchises in all their respective branches, of constructing, equipping, improving, working, developing, purchasing, selling, leasing, hiring, mortgaging, operating, and dealing in and with public and quasi-public and development works and conveniences, including docks, harbors, piers, wharves, canals, reservoirs, embankments and improvements; sewage, drainage, sanitary and other engineering works; water, steam, water power, water supply and refrigerating plants; warehouses, markets, buildings, tunnels, bridges, conduits, viaducts and other works and con- veniences of public or quasi-public use or utility; of purchasing or other- wise acquiring, maintaining, selling, pledging, mortgaging, leasing, hir- ing and fulfilling any contracts, franchises or concessions for or in relation to the construction, execution, equipment, improvement, management, opera- tion or control of such works, and of undertaking, executing, carrying out, disposing of, or otherwise turning to account the same; and also, BO far as necessary or incidental to, or connected with any one or more or all of the corporate purposes, to undertake any lawful business trans- action or operation undertaken or carried on by capitalists, or financiers, and to carry on a general financial business and financial operations of all kinds. Form 961. TRANSPORTATION, TELEGRAPH, TELEPHONE, GAS AND ELECTRICAL BUSINESS. To construct, maintain, own, lease and operate railroads and tramways to be worked by steam, electricity or any other motive power, pneumatic tubes, pipe lines and other devices for the transmission and delivery of mails and parcels and other articles, and of freight or passengers; to own, lease, and operate express lines; to construct, maintain, own, lease and operate station houses, depots, warehouses, terminals, terminal facili- ties, ferries, hotels, restaurants, theatres and other places of amuse- ment or recreation, parks, gardens, pavilions, steamboats and other ves- sels, and to conduct a general transportation business by land and by water, in all its branches; to construct, maintain, own, lease and operate telegraphs and telephones; to make, generate, sell, distribute and supply gas and electricity, or both, for lighting, heating, manufacturing or mechanical purposes, or for either or any of such purposes, and to conduct a general telegraph, telephone, gas and electrical business, or either or any of them in all their branches. GENERAL OBJECT CLAUSES. 545 Form 962. AUXILIARY AND ADDITIONAL PURPOSES AND POWERS. Without in any particular limiting any of the objects, or purposes or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth, and all such other acts, things and business or businesses in any manner connected therewith, or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly to promote the interests of the corporation or enhance the value of or render profitable any of its property or rights, as such a corporation may lawfully do; and in carrying on its business, or for the purpose of attaining or furthering any of its objects, to do any and all acts and things, and to exercise any and all other powers which a co-partnership or natural person could do and exercise, and which now or hereafter may be au- thorized by law, and either as, or by and through principals, agents, at- torneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others and in any part of the world; and in addition to have and to exercise all the rights, powers and privileges now or hereafter belonging to or conferred upon corporations organized under the provisions of the law authorizing the formation of such cor- porations. Form 963. CLAUSES TO BE REGARDED AS INDEPENDENT. The several clauses contained in this statement of purposes shall be construed as both purposes and powers, and. the statements contained in each clause, shall, except where otherwise expressed, be in no wise limited or restricted by reference to or inference from the terms of any other clause, but shall be regarded as independent purposes and powers. Form 964. FINAL INTERPRETATION CLAUSE (MAINE). Provided, however, that nothing herein contained shall be construed to authorize the corporation to transact business in any other state, territory or country contrary to the provisions of the laws thereof, and that nothing in these purposes shall be construed to authorize the corporation to con- duct the business of banking, insurance, savings banks, trust companies or of corporations intended to derive profit from the loan or use of money, or of safe deposit companies, includiag the renting of safes in burglar- proof and fire-proof vaults. Provided, also, that before it shall conduct a telephone, tolograph, gas or electrical business, or either of them in any city or town within the State of Maine, it shall acquire by legislative act the right so to operate within such city or town, and such businesses before such act, and the construction and operation of railroads or aiding in the construction thereof, are to be carried on only in other 546 CORPORATION FORMS AND PRECEDENTS. states and jurisdictions when and where permissible under the laws thereof. The above clause may be adapted to the different state statutes pro- hibiting the organization under the general incorporation laws of certain classes of corporations. Form 965. GENERAL INTERPRETATION CLAUSE. The foregoing clauses shall be construed both as objects and powers, but no recitation, expression or declaration of specific or special powers or purposes herein enumerated shall be deemed to be exclusive; but it is hereby expressly declared that all other lawful powers not inconsistent therewith are hereby included. Form 966. RESERVATION OF POWER TO AMEND, ALTER OR RE- PEAL PROVISIONS OF CERTIFICATE OF INCORPORATION. The corporation reserves the right to amend, alter, enlarge, change in any way or repeal any provision contained in this certificate of incor- poration, in the manner now or hereafter authorized, permitted or pre- scribed by statute, and all rights, powers, privileges and restrictions con- ferred on stockholders herein are granted subject to this reservation, except that there shall be no change in the per centum, cumulation or time of payment of dividends upon the preferred stock. See Cook on Corporations, §§492-503; Clark & M., Corp., §§57, 58. Form 967. RESERVATION OF RIGHT TO AMEND, ALTER OR RE- PEAL CERTIFICATE OF INCORPORATION. Any and all of the rights, powers, privileges or restrictions in this Certificate of Incorporation granted and contained, conferred or imposed may be enlarged, amended, altered, changed in any manner and to any extent, or repealed by a certificate of amendment made, executed, author- ized and filed in any manner now or hereafter permitted or authorized by the laws of the State of See note to preceding form. CHAPTER V. REGULATING CLAUSES. Form 968. ACCOUNTS. The directors shall cause true accounts to be kept of the sums of money received and expended by the company, 'and the matters in respect of ■which such receipts and expenditures take i)la<-e, and of the assets, credits and liabilities of the company. The books of account shall be kept at the principal office of the comjjany, or at such other place or places as the directors think fit. Form 969. AUDITING ACCOUNTS. Once in every year (except the year ) the accounts of tha com- pany shall be examined, and the correctness of the profit and loss account and balance sheet ascertained by one or more auditor or auditors. The first auditor or auditors shall be appointed by the directors; subsequent audi- tors shall be appointed by the company at the annual stockhoMers' meeting in each year. The remuneration of the first auditors shall be fixed by the directors, but of subsequent auditors by the company at a duly convened meeting of the stockholders. Any auditor quitting office shall be eligible for reelection. If one auditor only is appointed all the provisions herein contained relating to auditors shall apply to him. The auditors may be stock- holders of the company, but no person shall be eligible as an auditor who is interested (otherwise than as a stockholder of the company) in any trans- action thereof, and no director or other officer shall be eligible during his continuance in office. If any casual vacancy occurs in the office of auditor the directors shall forthwith fill up same. The auditors shall be supplied with copies of the profit and loss account and balance sheet intended to be laid before the company at a directors' meeting seven days at least before the meeting to which the same are to be submitted, and it shall be their duty to examine the same with the accounts and vouchers relating thereto, and to report thereon. The auditors shall at all reasonable times have access to the books and accounts of the company, and they may in relation thereto examine the directors or other officers of the company'. Every account of the directors, when audited and approved at a duly convened stockholders' meeting, shall be conclusive, except as regards any error discovered therein within three months next after the approval thereof. "Whenever such error :^ discovered within that period the account shall forthwith be corrected and thenceforth shall be conclusive. See Cook on Corporations, §§ 10, 550. 547 548 CORPORATION FORMS AND PRECEDENTS. Form 970. AUDITORS. Once at least in every year all accounts of the Company shall be ex- amined and the correctness thereof ascertained by one or more auditors, of whom at least one shall be a professional accountant. The Company hhall at every annual meeting of the stockholders elect auditors to hold office until the next annual meeting, and shall fix their comi)eusation. The directors may before the first regular annual meeting of the stockholders appoint the first auditors and fix their compensation. Such auditors shall hold office until the first regular annual meeting of stockholders unless pre- viously removed by a resolution of the board of directors at a regular meeting, in which case the board of directors may at such meeting appoint auditors. The directors may fill any vacancies occurring in the ofiice of auditors, and may fix the compensation of any auditor so appointed, but while any such vacancy continues, the surviving or continuing auditor or auditors may act. Ko directors or other officer of the company shall be eligible as an auditor nor shall any person who is interested otherwise than as a stockholder in any transaction of the company. Every auditor shall have right of access at all times to the books and accounts and vouchers of the corporation and shall be entitled to require from the directors and other officers of the company such information and explana- tion as may be necessary for the performance of the duties of the auditors. The auditors shall sign a certificate at the foot of the balance sheet stat- ing whether or not all their requirements as auditors have been com- plied with, and shall make a report to the stockholders on the accounts examined by them and on every balance sheet laid before the stockholders' meeting during their term of office and in every such report they shall state whether in their opinion the balance sheet referred to in the report, is properly drawn up so as to exhibit a true and correct view of the affairs of the company as shown by its books, and such report shall be laid before the stockholders at the regular annual meeting. See Cook on Corporations, §§ 10, 550. Form 971. BALANCE SHEET. At the annual meeting of the stockholders in every year, but not at the first annual meeting, the directors shall lay before the Company a profit and loss account, and a balance sheet containing a summary of the prop- erty and liabilities of the Company, made up to a date not more than one month before the meeting, from the time when the last preceding account and balance sheet were made up, or, in case of the first account and balance sheet, from the incorporation of the Company. Every such balance-sheet shall be accompanied by a report of the directors as to the state and condition of the company, and as to the amount which they propose to be paid out of the profits by way of dividend or bonus to the members, and the amount, if any, which they propose to carry to the reserve fund, according to the provisions in that belialf hereinbefore contained; and the account,- report and balance-sheet shall be signed by two directors and countersigned by the secretary. REGULATING CLAUSES. 549 Form 972. ^ POWER TO CLOSE TRANSFER-BOOKS. The transfer books of the corporation may be closed by order of the Board of Directors or the Executive Committee for thirty days, or any shorter time, before any meeting of stockholders, and until the day after the final adjournment of such meeting. (The closing of the transfer books ia usually provided for by the by-laws.) Si'(! as to the power to close transfer-books, Cook on Corporations, §§539-540, 611. Form 973. POWER TO EXAMINE BOOKS AND ACCOUNTS. The board of directors from time to time shall determine whether and to what extent, and at what time or times, and at what place or places and under v.hat conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the stock- holders, and no stockholder shall have any right to inspect any account or book or document, except as conferred by statute, or authorized by the board of directors or by a resolution of the stockholders. (From the charters of the United States Steel Corporation and the Allis-Chalmers Company, New Jersey corporations.) See as to right to examine books, Cook on Corporations, §§511-519; Clark & M., Corp., §§ 530-533. Form 974. EXAMINATION OF BOOKS BY STOCKHOLDERS. The books and records of the corporation shall be open to the inspection of the stockholders during business hours, subject to all reasonable regula- tions made by the Board of Directors. Form 975. STOCK TRANSFERS AND STOCK CERTIFICATES. A stock transfer book shall be provided in such form as the board of directors may approve of, and all transfers of stock in the capital of the company shall be made in such book, and shall be signed by the trans- ferror, or by his attorney, duly appointed in writing, and the transfer shall be accepted by the transferee, or his attorney, duly appointed in writing. Stock certificates shall be in such form as the board may approve of, and shall be under the seal of the company, and shall be signed by the president, or vice-president and the secretary. The said stock transfer book shall be kept at the office of the Company, who shall register all transfers of stock. See Cook on Corporations, §§254-256, 374-382, 486-490; Clark & M., Corp., §§424-436. 550 CORPORATION FORMS AND PRECEDENTS. Form 976. RECOGNITION OF STOCKHOLDER. Save as herein otherwise provided the company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by a Court of competent juris- diction or as by statute required, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. The intention of the above clause is to enable the company to look to the registered holder of shares and deal with him exclusively with regard to any notice that may be given to the company of any equitable claims on the part of outsiders, unless these claims are recognized by the regulations as in the case of executors, etc. Soeiete Generale v. Walker (1885), 11 App. Cas. 20, 30. This clause does not prevent a person equitably inter- ested in shares from procuring the intervention of the Court to protect his rights. Binney v. Inee Hall Coal Co. (1866), 35 L. J. Ch. 363. The company was held entitled to disregard notice to equities in New Lon- don and Brazilian Co. v. Brocklebank (1882), 21 Ch. D. 302; Miles v. New Zealand, etc., Co., [1886] 32 Ch. D. 263; Ee Perkins, 24 Q.^.D. 613. A company need not register a person as a member under a transfer of shares of which they have any doubt, but can leave the transferee to come to Court to make out his title. Bahia and San Francisco Kailway (1868), L. R. 3 Q. B. 597. Form 977. TRANSMISSION OF STOCK ON DEATH. Any person entitled to share in consequence of the death of any stock- holder upon producing such evidence that he sustains the character in respect of which he proposes to act under this clause or of his title as the directors think sufficient may, with the consent of the directors (which they shall not be under any obligation to give), be registered as a stock- holder in respect of such shares or may subject to the regulations as to transfers hereinbefore contained, transfer such shares. See Cook on Corporations, §§248, 322, 397, 398; Clark & M., Corp., §§ 600b-601. Form 978. GIVING CONTINUING SHAREHOLDERS RIGHT TO PUR- CHASE SHARES OF RETIRING SHAREHOLDER. (1) That save as hereinafter provided, no share or interest in the company shall at any time be transferred to any person not already a shareholder, so long as any shareholder is willing to purchase said share or interest at the prescribed price, (2) That in order to ascertain whether any shareholder is willing to purchase any such share or interest, the person, whether a shareholder of the company or not, proposing to transfer the same, hereinafter called the "retiring shareholder," shall give, notice in writing to the company that he desires to transfer the same, and such notice shall constitute the company his agent for the sale of the share or other interest to any shareholder of the company at the prescribed price. (3) That if the company shall within the space of thirty days after such notice find a shareholder desiring to purchase such share or interest, hereinafter called the "purchasing shareholder," and shall give notice REGULATING CLAUSES. 551 (hereof to the retiring shareholder, he sliall be bound at such time within fifteen days thereafter as the company shall appoint upon payment of the prescribed price, to transfer sucli share or interest to the purchasing share- holder. (4) That if in any case the retiring shareholder after becoming bound as aforesaid, makes default in transferring such share or interest, the company may receive the purchase money and shall thereupon cause the name of the purchasing shareholder to be entered upon the register as the holder of such share or interest, and shall hold the purchase money in trust for the retiring shareholder, his executors, administrators or assigns, and the receipt of the comj);iny for the purchase money shall be a good discharge to thg purchasing shareholder, and he shall not be bound to see to the application thereof, and after the name of the purchasing shareholder has been entcr«d in the register in purported exercise of the aforesaid j)0\ver, the validity of the proceedings sliall not be f|iiostioiied by any person, and the purchasing shareholder shall be deemed and taken to be the owner of the said share or interest. (5) That the prescribed price shall mean the amount paid in on such share or interest, plus the propor- tionate part of undivided profits, not including contingent fund shown by the annual balance sheet of the company next prior to the giving of such notice, provided that if instead of there being undivided profits such balance sheet shows an impairment of capital of the said company, then the proportionate part of such iiiii)airment shall be deducted from the amount paid in upon such share or interest in ascertaining such prescribed price. (6) That the company shall in all cases of receiving notice of desire to sell stock as aforesaid, allow the other shareholders the opnor- tunity to take same in proportion to their res])ective holdings of stock in the company, making all necessary adjustments to avoid fractions of shares, and for that purpose giving the preference in all cases to share- holders who have the largest holdings. In some states the validity of such a provision is doubtful. See Cook on Corporations, §§334, 622, 622a; Clark & M., Corp., §S 559, 561. The foregoing which is an English form is given for the purpose of illustra- tion and adaptation. Form 979. SHARES JOINTLY REGISTERED. The certificates of shares registered in the names of two or more per- sons shall be delivered to the person first named on the register. The joint holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such share. In the absence of such a clause the liability is joint only. Hill s case (1874), L. E. 20 Eq. 585. See Cook on Corporations, §§ 252, 308, 320, 612. Form 980. CONTROL OF DIRECTORS OVER CAPITAL STOCK AND DIVIDENDS. The Board of Directors shall have power from time to time to fix and to determine and to vary the amount of the working capital of the Corporation; to determine whether any, and, if any, what part of any, accumulated profits shall be declared in dividends and paid to the stockholders; to deter- 552 CORPORATION FORMS AND PRECEDENTS. mine the time or times for the declaration and the payment of divi- dends; and to direct and to determine the use and disposition of any surplus or net profits over and above the capital stoclt paid in; and in its discretion the Board of Directors may use and apply any such surplus or accumulated profits in purchasing or acquiring its bonds or other obligations, or shares of the capital stock of the Corporation, to such extent and in such manner and upon such terms as the Board of Directors shall deem expedient; but shares of such capital stock so purchased and acquired may be resold, unless such shares shall have been retired for the purpose of decreasing the capital stock of the Cor- poration to the extent authorized by law. (From charter of United States Steel Corporation, a New Jersey corporation.) See generally as to the declaration of divij^lends by directors. Cook on Corporations, §545; Clark & M., Corp., §§516-529. Form 981. CHANGE OF STOCK ISSUE. Whenever the capital by reason of the issue of preferred shares or otherwise is divided into different classes of shares, all or any of the rights and privileges attached to each class may be modified by agreement between the company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least three-fourths of the issued shares of the class, or is con- firmed by an extraordinary resolution passed at a duly convened meeting of*the holders of shares of that class, and all the provisions hereinafter contained as to stockholders' meetings shall, mutatis mutandis, apply to every such meeting, but so that the quorum thereof shall be member.^ holding or representing by proxy three-fourths of the nominal amount of the issued shares of the class. See Cook on Corporations, §§281, 290, 499-500; Clark & M., Corp., §§415a, 417b. Form 982. INCREASE OF CAPITAL STOCK. The company (at a duly convened stockholders' meeting) may, from time to time, increase the capital by the creation of new shares of such amounts as may be deemed expedient. The new shares shall be issued upon such terms and conditions, and with such rights and privileges annexed thereto (as the stockholders at such meeting resolving upon the creation thereof, shall direct, and if no direction be given) as the directors shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the company, and with a special or without any right of voting. The right to increase stock is usually regulated by statutes, which should be consulted. The above form is merely suggestive. See for increase of capital stock Chapter XXXII, post, and notes. to forms therein. See also Cook on Corporations, §§ 280-298; Clark & M., Corp., §§ 405-410. REGULATING CLAUSES. 553 Form 983. STATUS OF INCREASED STOCK. Except so far as otherwise provided by the conditions of issue, or by these presents the capital raised by the creation of new shares shall be considered part of the original ordinary capital, and shall be subject to the provisions herein contained with reference to the pajTiient of calls and instalments, transfer and transmission, forfeiture, liens and otherwise. See note to preceding form. Form 984. GIVING SHAREHOLDERS PRIOR RIGHT TO SUBSCRIBE FOR STOCK. That save by the declaration of stock dividends as aforesaid, no capital stock of the said company, save and except the stock subscribed for by the applicants for the certificate of incorporation on the occasion of the application for such certificate of incorporation shall, at any time, be issued or allotted, except upon the terms of the then existing share- holders having the prior right to subscribe for and take such additional capital at par in proportion to their holdings, subject to such regulations and adjustment as the directors may from time to time determine upon with a view to avoiding the allotment of fractions of shares. See as to right of stockholders to subscribe for increase of capital stock, Cook on Corporations, § l'86; Clark & M. Corp., §§408-409. See Form 1933, post, for waiver of right to subscribe to increased stock. Form 985. DISPOSITION OF INCREASED STOCK. In the event of any increase of the capital stock of the company, the shares of the increased stock need not be offered in the first instance to the stockholders of the company at the time when such increase becomes effective in proportion to the number of shares of the capital stock of the company then held by them or at all, and such stockholders shall have no prior or pre-emptive right to subscribe for such increased stock of the company, and increased stock may be disposed of by the board of directors of the company to such person or persons, for such price or prices, in such manner, and on such terms and conditions as in their absolute judgment and discretion they may see fit. See for right of stockholders to subscribe for increased stock. Cook on Corporations^ §286; Clark & M., Corp., §§408-409; Jones v. Morrison. 31 Minn. 140; Appeal of (hinningham, 108 Pa. St. 546; Eeal Est. Tr. Co. v. Bird. 90 Md. 229; Hammond v. Edison 111. Co., 131 Mich. 79;«\Vall. v. Utah Copper Co., 70 N. J. Eq. 17. ' In Ohio Insurance Co. v. Nunnemacher, 15 Ind. 294, it -was held that •where in the charter, directors are given full power to effect an increase of the capital stock of the Company "on such terms and in such manner as to them shall seem best," they may authorize the increase without the consent of the stockholders; that as to such increase there is no pre-emptive right, and that accordingly, tiie newly issued shares may be disposed of as the directors determine. See Form 1933, post, for waiver of right to subscribe to increased stock. 554 CORPORATION FORMS AND PRECEDENTS. ■ Form 986. REDUCTION OF CAPITAL STOCK. The company may, from time to time, by special resolution, reduce its capital by paying off capital or cancelling capital which has been lost or is unrepresented by available assets, or reducing the liability on the shares, or otherwise, as may seem expedient, and capital may be paid off upon the footing that it may be called up again or otherwise. And the company may also, by special resolution, subdivide or, by ordinary resolu- tion, consolidate its shares or any of them. The statutes should be consulted when a reduction of capital is sought. See for decrease of capital stock. Cook on Corporations, § 281 : Clark & M., .Corp., §§411-412. See forms in Chapter XXXIl, post. Form 987. RESERVATION OF RIGHT TO RETIRE PREFERRED STOCK. Said corporation may and it hereby reserves the right to purchase, redeem, retire and cancel any and all or all of the then outstanding pre- ferred stock of the corporation at any time after in such amounts from time to time as the Board of Directors may determine, by paying to the respective holders of the stock so retired, or by depositing to their order at the office of the company, a sum or sums equal to the par value of the preferred capital stock so retired and cancelled, to- gether with all accumulated and unpaid dividends thereon, if any. In case of such deposit, written notice thereof shall forthwith be given to the respective holders of the stock so retired and cancelled by mailing such notice to such holders at their last known places of abode or busi- ness, if shown by the corporate records. See Cook on Corporations, §§ 281, 499, 278; Clark & M., Corp., §§411, 417. Form 988. DISPOSITION OF STOCK. The stock shall be under the control of the directors, who may allot or otherwise dispose of the same to such persons, on such terms and conditions,' and at such times, as the board of directors think fit. Form 989. ALLOTMENT OF STOCK. The company may make arrangements on the issue of stock for a dif- ference between the holders of such stock in the amount of calls to be paid and the time of the payment of such calls. Form 990. PAYMENT OF CALLS AND INSTALMENTS. If, by the conditions of the allotment of any share, the whole or part of the amount or issue price thereof shall bo payable by instalments, REGULATING CLAUSES. 555 every such iustalinent shall, when due, bo paid to the company Ijy the person who for the time being shall be the registered holder of the shares. See for calls Cook on Corporations, §§ 104-li'0; Clark & M., Corp., §§497-50U. Form 991. CALLS AND ASSESSMENTS. The directors may from time tu time make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall j)ay the amount of every call so made on him, to the i)crsons and at the times and places appointed by the directors. A call may be made payable by instalments. A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed. >,'o call shall be made exceeding one-fourth of the par value of a share or be made payable within months after the last preceding call was payable. days notice shall be given specifying the time and jdace of payment, and to whom such call shall be paid. This notice shall be given in accordance with the by-laws of the Company. If the sura payable in respect to any call or instalment shall not be paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call shall have been made, or the instalment shall be due, shall pay interest for the same at the rate of per cent from the day appointed for payment thereof to the time of actual ]>ayment, or at such other rate as the board of directors may determine. The directors may, if they think fit, receive from any stockholder willing to advance the same all or any part of the moneys due upon the stock held by him in advance beyond the sums actually called for, and upon the stock so paid in advance dividends shall be paid proportional to the amount paid up. Form 992. FORFEITURE FOR NON-PAYMENT OF CALLS OR IN- STALMENTS. If any member shall fail to pay any call or instalment on or before the day appointed for the payment of the same the directors may at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued, and all expenses that may have been incurred by the Company by reason of such non-pay- ment. The notice shall name a day (not being less than days from the date of notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and place appointed, the shares in respect of which the call is made or the instalment is payable will be liable to be forfeited. If the requisitions of any such notice as aforesaid are not complied 556 CORPORATION FORMS AND PRECEDENTS. with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of any calls or instalments, interest, and expenses, due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends de- clared in respect of the forfeited shares, and not actually paid before the forfeiture. When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose name it stood immedi- ately prior to the forfeiture, and an entry of the forfeiture, with the . date thereof, shall be made in the register. Any share so forfeited shall be deemed to be the property of the company, and the directors may sell, re-allot, and otherwise dispose of the same in such manner as they think fit. The directors may at any time, before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit. The forfeiture of a share shall involve the extinction of all interest in, and also all claims and de- mands against the company in respect of the share, and all other rights incident to the share, except only such of those rights as by these articles are, expressly saved. See Cook on Corporations, §§ 29, 46, 74, 419, 121-134, 468; Clark & M., Corp., §§491-496. Form 993. REGISTRATION OF FORFEITED STOCK PURCHASED. Upon any sale, after forfeiture, or for enforcing a lien in purported exercise of the powers hereinbefore given, the directors may cause the purchaser's name to be entered in the register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the. pro- ceedings, or to the application of the purchase money, and after his name has been entered in the register in respect of such shares, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only, and against the company exclusively. Form 994. MANNER OF VOTING AT STOCKHOLDERS' MEETING. At any meeting, unless a poll is demanded by the chairman or by at least two members, or by a member or members liolding or representing by proxy or entitled to vote in respect of at least one-tenth part of the capital represented at the meeting, a declaration by the chairman that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of the company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. If a poll is demanded as afore- said, it shall be taken in such manner and at such time and place as the chairman of the meeting directs, and either at once or after an interval or adjournment, or otherwise, and the result of the poll shall be deemed REGULATING CLAUSES. 557 to be the resolution of the meeting at which the poll was demanded, aujiointiiig a proxy (and the power of attorney, if any, under which it is signed) shall he deposited at the registered office of the company not less than forty-eight hours before the time for holding the meeting or adjourned nictating, as the case may be, at which the person named in such instrument proposes to vote (but no instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution). See for voting by proxy, Cook on Corp., § 610; Clark & M., Corp., §656. Form 996. RESTRICTING VOTING POWERS OF PREFERRED STOCK. So long as the dividends reserved on said preferred stock shall be paid as and when the same are by this instrument provided to be paid, the holders of the preferred stock shall have no voting power on any ques- tion. In the event, however, that any dividend due on the preferred stock shall not be paid when payable hereunder and shall remain so unpaid for a period of four months, then a special meeting of the stockholders of the company shall be called at the request of any preferred stock- holder or stockholders owning preferred stock of the par value of fifty thousand dollars ($50,000), which meeting shall be convened on ten days' notice by mailing a copy of such notice to each preferred stock- holder of record at the time such notice is mailed to his address as the same appears at the time upon the preferred stock ledger hereinbelow mentioned, and at such meeting, if said dividend still remain unpaid, the holders of a majority of the preferred stock, present or represented at said meeting, shall be entitled to elect a new board of directors of the company, and the voting -power theretofore vested exclusively in the common stock of the company shall for the time being wholly cease. The election of the new board of directors in the manner hereinabove spe- cified shall terminate the term of office of each member of the existing board of directors elected by the common stockholders. Thereafter and until all arrearages of dividends shall have been paid, or accumulated as hereinafter provided upon the preferred stock, the voting power theretofore vested exclusively in the common stock shall vest and remain in the holders of the preferred stock. One month after the payment of all de- faulted dividends upon the preferred stock or the accumulation of net earnings equal to said defaulted dividends, the voting power then vested exclusively in the preferred stock shall cease, and such exclusive voting power shall be restored to the holders of the common stock, and a new- board of directors may be elected by such exclusive vote of the common stock, at a meeting duly called and held as above provided, concerning any 558 CORPORATION FORMS AND PRECEDENTS. meeting following a default in the payment of dividends on the preferred stock, save only that notice thereof shall be given alone to the holders of the common stock, and, such meeting being held and such new board being elected, the term of office of each director elected by the vote of the pre- ferred stock shall at once expire. At the end of each fiscal year the com- pany shall cause a full audit of its accounts to be made by some certified public accountant, which audit shall at all times be open to the inspec- tion, of all holders of the preferred stock of the company. During any period of time that the corporation shall be managed by a board of directors elected by the preferred stockholders, the books of account showing the business and earnings of the said corporation shall be open ■at all reasonable times, not oftener than once in three months, to the inspection and examination of the owners of a majority of the common stock. The by-laws of the corporation shall contain provisions consistent with the foregoing, and the portion of said by-laws so providing shall not be subject to amendment or change, save by the assent in writing of at least two-thirds of all the outstanding shares of the preferred stock and also by the vote of at least two-thirds of all outstanding shares of the common stock of the company. A preferred stock ledger shall be kept by the company at its principal office, setting forth the names and post- office addresses of the preferred stockholders respectively, and the num- ber of shares of preferred stock held by each, and each transfer of pre- ferred stock of the company and like information as to each transferee shall from time to time be entered upon such ledger, which shall be at all reasonable times open to the inspection of any owner of said preferred stock. No mortgage shall be created or assumed by the company, nor shall any class of its capital stock now or hereafter existing other than its common stock, be increased, nor shall said company be merged into or con- solidated with any other company, unless (in the event that the company at the time be managed by a board of directors elected by the holders of the common stock) there shall be first obtained the consent in writing of the holders of seventy-five per cent, of the preferred stock outstanding at the time, or unless (in the event that at such time the company shall be managed by a board of directors elected by the holders of the pre- ferred stock) the like consent shall be first obtained by the holders of seventy-five per cent, of the common stock. The foregoing provisions shall be construed as limitations upon the voting power of the holders of the capital stock of the company (no voting power whatever on any ques- tion being vested in the holders of the preferred stock, except as herein- above provided), any future law of the State of New Jersey in anywise to the contrary notwithstanding, said provisions having been agreed upon between the parties to these presents as constituting conditions prece- dents to the organization of said company. (From the charter of the Royal Baking Powder Company.) See as to restrictions upon the voting power of stockholders, Cook on Corporations, §622; Qark & M., Corp., §§ 652d, 653e. Form 997. CUMULATIVE VOTING. Every holder of one or more shares of stock shall be entitled to one vote for each share at all meetings of the stockholders, and in any elec- REGULATING CLAUSES. 559 tion of directijis sluill lie entitled to cumulate his votes upon one or more directors. The holders of preferred .ind coiniuoii stock siiail have an equal power of voting. See Cook uu Coriiorations, §§501, GU!)a; Clark & .M., ( mp., §655. Form 998. CUMULATIVE VOTING (ANOTHER FORM). Each share uf first ])rei'erred, second preferred and common stock shall have the siime voting poner in all corporate affairs, and each share thereof shall be entitled to one vote in such affairs with the power of cumula- tive voting as conferred by law. (From the charter of the National Candy Company, a New Jersey corporation.) The right to cumulate votes is unknown at the common hiw. Its object usually is to enable minority stockholders to have representation on the board of directors. See as to cumulative voting, Schwartz v. State, Gl Ohio St. 497; Chicago Macaroni Co. v. Boggiano, -JOii 111. 312; Cross v. Va., etc., E. Co., .T) W. Va. 174; Wright v. Central, etc., R. Co., 67 32; Tomlin v. Farmers', etc., Bank, 52 Mo. App. 430; Pierce v. Com., West Cal. 53 104 Pa. St. 150 Form 999. CUMULATIVE VOTING FOR DIRECTORS. In all elections for directors every stockholder shall have the right to vote in person or by proxy for the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. Form 1000. CUMULATIVE VOTING. At all elections of directors, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock, multiplied by the number of directors to be elected, and he may cast all of such votes for a single director, or may distribute them among the number to be voted for as he may see fit. Form 1001. RESTRICTION ON VOTING POWER OF PREFERRED STOCKHOLDERS. The holders of preferred stock shall have no voting powers whatsoever, nor shall they be entitled to notice of any meeting of the board or stock- holders of the company. See Cook on Corporations, §622; Clark & M., Corp., § 417g. 560 CORPORATION FORMS AND PRECEDENTS. •- Form 1002. POWER TO FORM VOTING TRUST. The holders of all or any part of the shares of the capital stock of the corporation shall have the right from. time to time at their discretion to create and form a voting trust. (From the charter of the Distillers' Securities Corporation.) See Chapter XX III, post, for voting trust agreements, etc. Form 1003. LIEN OF CORPORATION ON SHARES AND DIVIDENDS. The company shall have a first and paramount lien upon all the shares (other than fully paid up shares) registered in the name of each stock- holder (whether solely or jointly with others) for his debts, liabilities, and engagements, solely or jointly with any other person, to or with the company, whether the period for the payment, fulfilment, or discharge thereof shall have actually arrived or not. And such lien shall extend to all dividends from time to time declared in respe.'t of such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the company's lien, if any, on such shares. For the purpose of enforcing such lien, the directors may sell the shares sub- ject thereto, in such manner as they think fit; but no sale shall be made until such period as aforesaid shall have arrived, and until notice in writing of the intention to sell shall have been served on such stock- holder, his executor or administrator, and default shall have been made by him. The net proceeds of any such sale shall be applied in or towards satisfaction of the debts, liabilities or engagements, and the residue (if any) paid to such stockholder, his executor or administrator, or assigns. See for lien of corporations on shares of stock, Cook on Corporations, §§520-523; Clark & AL, Corp., §§573-581. Form 1004. LIEN OF CORPORATION ON STOCK, The corporation shall have a first lien on the shares of its members and upon all dividends due them for any indebtedness by such members to the corporation. See note to preceding form. Form 1005. DIVIDENDS. Xo dividend shall be payable except out of the profits of the com- pany, and no dividend shall carry interest as against the company. The declaration of the directors as to the amount of the net profits of the company shall be conclusive. The directors may from time to time pay to the members such interim dVidends as in their judgment the position of the company justifies. The directors may retain any dividends on which the company has a lien, and may apply the same in or toward? REGULATING CLAUSES. 561 satisfaction of the debts, liabilities, or engagements in respect of which the lien exists. See as to dividends, Cook on Curpurations, §§ '25, 4'2, 271-297, 534-5;')l ; Clark & M., Corp., §§ 516-529. Form 1006. SETTING OFF OF DIVIDEND AGAINST CALL. The directors on declaring a dividend may make a call on the members for an equal amount, and so that the call on each member shall not ex- ceed the dividend payable to him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the directors and the member, be set off against the call. See Cook on Corporations, §§534-558; Clark & -M., Corp., § 527c. Form 1007. PAYMENT OF DIVIDENDS ON STOCK HELD JOINTLY. In ease several persons are registered as the joint holders of any share of stock, any one of such persons may give effectual receipts for all divi- dends and payment on account of dividends in respect of such share of stock. T^nloss otherwise directed any dividend may be paid by check sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of that one whose name stands first on the register in respect of the joint holding; and every check so sent shall be made payable to the order of the person to whom it is sent. Form 1008. PROVIDING AND MAINTAINING A CONTINGENT AC- COUNT AND DISTRIBUTING BALANCE OF PROFITS IN CASH AND STOCK DIVIDENDS. (1) That all the annual net earnings of the company, after providing for an annual dividend of six per centum, shall each year be carried to a contingent account opened and kept by the company, until such con- tingent account shall amount to ten per centum of the paid-up capital of the company, and upon any subsequent increase of the capital such net earnings in excess of six per centum dividend shall each year be carried to the credit of such account until the same shall reach a sum equal to ten per centum of the capital as so increased; and the said contingent account is to be maintained at a sum equal to ten per centum of the paid-up capital ; and if by reason of any exigency or necessity it shall be tem- porarily reduced, then as soon as possible thereafter it is to be restored in the manner hereinbefore provided, and kept restored and maintained at the sum hereinbefore mentioned. (2) That after providing for a contingent account as aforesaid, not less than one-half of the remaining net profits shall be distributed and paid in cash dividends to the share- holders for the time being, and the balance or such part thereof as the directors may from time to time determine, may be applied annually in stock dividends to be issued and alloted to the said several shareholders 562 CORPORATION FORMS AND PRECEDENTS. according to tbeir respective lioldinjjs, subject to such regulations an(i adjustments as the directors may from time to time determine upon, with a view to avoiding the allotment of fractions of shares, until the capital stock of the said company shall have by this means been fully taken up and paid. , See Cook on Corporations, §§545-546; Clark & M., Corp., §§519-520. Form 1009. PAYMENT OF PROFITS IN DIVIDENDS. The net earnings of the company after providing thereout any sinking fund required for bonds or debentures, and after setting aside a reason- able percentage for a contingent fund, shall be applied each year in pay- ment of dividends to shareholders. Form 1010. CASH DIVIDENDS. At least seventy-five per centum of the net yearly profits of the com- pany shall each year be divided among the shareholders in dividends in cash. Form 1011. PAYMENT OF STOCK DIVIDEND. The directors shall have power after distributing and paying among shareholders an annual dividend of seven per centum on the actual amount of their paid-up capital, and after setting aside any rest that may be prescribed by the by-laws of the company, pay any further profits earned by the company, or any part thereof they see fit, by the issue to the share- holders of fully paid-up shares of the company in lieu of cash. Form 1012. LENDING MONEY ON AND PURCHASING OWN STOCK. None of the funds of the company shall be employed in the purchase of, or lent on, shares of the company, excepting in the case of the purchase of preferred stock for cancellation. Form 1013. DEFACED OR LOST CERTIFICATES. If any certificate be worn out or defaced, then upon production thereof to the directors, they may order the same to be cancelled, and may issue a new certificate in lieu thereof, and if any certificate be lost or de- stroyed, then, ujion proof thereof to the satisfaction of the directors, and on such indemnity as the directors deem adequate being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. For every certificate issued under the last pre- I REGULATING CLAUSES. 563 ceding clause that there shall be paid to the company the sum of one dollar or such smaller sum as the directors may determine. See Cook on Corporations, §§358-3Gl'; Clark & .M., Corp., §426, Form 1014. MANAGEMENT BY BOARD OF DIRECTORS. The management of the business of the company shall be vested in the directors, who, in addition to the j)Owers and authorities by the by- laws, or otherwise expressly conferred upon them, may exercise all such powers and do all su.ch acts and things as may be e.xereised or done by the company, and are not hereby or by statute expressly directed or re- quired to be exercised or done by the company in general meeting, but subject, nevertheless, to the provisions of the statute, and of this Certificate of Incorporation, and to any resolutions from time to time made by the company in general meeting, provided that no resolution so made shall in- validate any prior act of the directors, which would have been valid if such resolution had not been made. See Cook on Corporations, §§623-624, 643-666, 701-704; Clark & M., Corp., §§659-696. Form 1015. CLASSIFICATION OF DIRECTORS. The number of directors of the Company shall be fixed from time to time by the by-laws; but the number, if fixed at more than three, shall be some multiple of three. The directors shall be classed with respect to the time for which they shall severally hold office by dividing them into three classes, each consisting of one-third of the whole number of the board of directors. The directors of the first class shall be elected for the term of one year; the directors of the second class for a term of two years, and the directors of the third class for a term of three years; and at each annual election the successors to the class of directors whose terms shall expire in that year, shall be elected to hold office for the term of three years, so that the term of office of one class of directors shall expire in each year. The number of directors may be increased or re- duced, as may be provided in the by-laws. In case of any increase of the number of directors, the additional directors shall be elected as may be provided in the by-laws, by the directors or by the stockholders at an annual or special meeting; and one-third of their number shall be elected for the then unexpired portion of the term of the directors of the first class, one-third of their number for the unexpired portion of the term of the directors of the second class, and one-third of their number for the unexpired portion of the term of the directors of the third class, so that each class of directors shall be increased equally. ( From the charter of the United States Steel Corporation, a New Jersey corporation.) See for increase of directors. Cook on Corpomtions, § 499, note. Form 1016. DIVIDING DIRECTORS INTO CLASSES. The directors of this corporation shall be divided as equally as the total number of directors will permit into three classes. The first class 564 CORPORATION FORMS AND PRECEDENTS. shall hold office for three years, the second class for two years, and the third class for one year. Form 1017. INCREASE OF DIRECTORS. The number of the directors may be increased as may be provided in the by-laws. In case of any increase of the number of directors the addi- tional directors shall be elected as may be provided in the by-laws, by the directors or by the stockholders, at an annual or special meeting and one- third of their number shall be elected for the then unexpired portion of the term of the directors of the first class, one-third of their number for the unexpired portion of the term of the directors of the second class, and one-third of their number for the unexpired portion of the term of the directors of the third class, so that each class of directors shall be increased equally. (From the charter of the AUis-Cbalmers Conipany, a New Jersey corporation.) Form 1018. POWER TO FILL VACANCIES IN BOARD OF DIRECTORS. In case of any vacancy in the Board of Directors through death, resigna- tion, disqualification or other cause, the remaining directors, by affirma- tive vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor. (From the charter of the United States Steel Corporation, a New Jersey corporation.) See Cook on Corporations, § 624, § 713a. Form 1019. ACTS OF DISQUALIFIED DIRECTOR. All acts done by any meeting of the directors, or by a committee of directors, or by any person acting as a director, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director. See Cook on Corporations, §§617-619, 623, 713; Clark & M., Corp., §661. Form 1020. INTEREST OF DIRECTORS. No director shall be disqualified by his office from contracting with the company either as vendor, purchaser or otherwise, nor shall any auch contract, or any contract or arrangement entered into by or on behalf of the conipany in which any director shall be in any way interested, be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realized by any such con- tract or arrangement by reason of such director holding that office or of REGULATING CLAUSES. 565 the fiduciary relation thereby established, but it is do'lared that the exact nature and extent of his interest must be disclosed by him at the nn'i-t- ing of the directors at which tlie contract or arrangement is determined on, if his interest then exists, or in any other case at the first meeting of the director&v after the acquisition of his interest, and that no director shall, as a director, vote in respect of any contract or arrangement in which he is so interested as aforesaid; and if he do so vote his vote shall not be counted; but this prohibition shall not ai)ply to any contract by or on behalf of the company to give to the directors or any of them any security by way of indemnity, and it may at any time or times be sus- pended or relaxed to any extent by the stockholders at a duly convened meeting. See Cook on Corporations, §§649, 766; Clark & M., Corp., §§757-766. Form 1021. COMPENSATION OF DIRECTORS. The directors shall be paid out of the funds of the company by way of remuneration for their services such sums as the company may from time to time determine, and such remuneration shall be divided among them in such proportion and manner as the directors may determine. See Cook on Corporations, §6.57; Clark & M., Corp., §§670-675. Form 1022. COMPENSATION FOR EXTRA SERVICES OF DIRECTOR. If any director, being willing, shall be called upon to perform extra Kervices, or to make any special exertions in going or residing abroad, or otherwise for any of the purposes of the company, the company shall remunerate the director so doing, either by a fixed sum or by a percentage of profits, or otherwise as may be determined by the directors, and such remuneration may be either in addition to or in substitution for his or their share in the remuneration above provided. The services must be clearlv extra. Lockhart v. Moldacot [1889], 5 T. L. B. 307. See Cook on Corporations, §657; Clark & M., Corp., §670. Form 1023. EFFECT OF RESOLUTION SIGNED BY ALL DIRECTORS. A resolution in writing signed by all the directors shall lie as \alid and effectiuil as if it had been passed at a meeting of the directors duly called and constituted. As to how far directors can act without 9. board meeting being calleiew Jersey cor- poration.) Form 1036. NOTICE BY ADVERTISEMENT. Any notice required to be given by the company to the stockholders or any of them, and not exi>ressly provided for by these presents, shall be sufficient if given by advertisement. Any notice required to be, or which may be given by advertisement, shall be advertised once in two daily newspapers. All notices shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is nanieil iirst in the register, and notice so given shall be sufficient notice to all the holders of such shares. Form 1037. SIGNING NOTICES. The signature to any notice to be given by the company may be written or printed. See Bennett v. Brumpfitt, (1867) L. E., 3 C. P. 28. Form 1038. EFFECT OF NOTICE TO PREDECESSOR. Every person who, by operation of law, transfer, or other means what- soever shall become entitled to any share, shall be bound by every notice in respect of any share of stock which previously to his name and address being entered on the register, shall be duly given to the person from whom he derives his title to such stock. Form 1039. MANNER OF GIVING NOTICE. Any notice or document delivered or sent by post to or left at the regis- tered address of any stockholder in pursuance of these presents, notwith- standing such member be then deceased, and whether or not the company have notice of his decease, shall be doeined to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint holder thereof, and such service of such notice, shall for 570 CORPORATION FORMS AND PRECEDENTS. all purposes of these presents be deemed' a sufficient service of such notice or docuiueut ou his or her heirs, executors, administrators and all iiersons, if any, jointly interested with him or her in such shares. Form 1040. COMPUTING TIME OF NOTICE. Where a given number of days' notice, or notice extending over any other period, is required to be given the day of service shall, unless it is otherwise provided, be counted in such number of days or other period. Except for this a given number of davs would mean "clear" days. In re Railway etc., Co. (1885), 20 Ch. Div" 204. See Cook on Corporations, §§ 59-1-597, 7I3a; Clark & M., Corp., § 647. CHAPTER VI. CAPITAL STOCK CLAUSES. Form 1041. PREFERRED STOCK— CUMULATIVE. Of said stock shares shall be preferred, aud shares shall be common, which may be issued from time to time as determined by ihe Board of Directors, and the holders of said preferred stock shall be entitled to receive from the siiri)lus or net profits of the corporation a yearly cumulative dividend of per cent., payable before any dividend shaU be paid on the common stock. On dissolution or liquidation of the corporation the holders of the preferred stock shall be entitled to receive the full par value of their said stock, and all unpaid dividends accrued thereon, before any payment is made on the common stock; and any property remaining shall be distributed ratably among the holders of the common stock. See for forms of certificates of preferred and common stock, Chapter XII, 2}0st. See for the definition of "capital stock" of a corporation and a dis- cussion thereof, Cook on Corporations, §8; Clark & M., Corp., §§33, 374-376. See for the definition of "common stock," Cook on Corporations, §12; Clark & M., Corp., §§413-421. See for the definition of "preferred stock," Cook on Corporations, §§12, 267; Clark & M., Corp., §414. See as to the rights of j)referred stockholders in respect to dividends. Cook on Corporations, §§269-272; Clark & M., Corp., §§417,418; Wilco.\ V. Trenton Potteries Co., 64 Is'. J. Eq. 173; Roberts v. Roberts-Wicks Co., 189 N. Y. 257; Gordon's Ex 'rs v. Richmond, etc., R. Co., 78 Va. 501; Pronik v. Spirits Distributing Co., 58 N. J. Eq. 97; Field v. Lam- son & Co., 162 Mass. .?88; Scott v. Balto. & 0. R. Co., 93 Md. 475. See as to the voting rights of holders of preferred stock. Cook on Corporations, §§269-270; Clark & :\I., Corp., §417g. See as to the validity of placing restrictions on the right of holders of preferred stock to vote, and other restrictions on the right to vote, Cook on Corporations, §622b; Clark & M., Corp., §417g. Preferred stockholders are not creditors, and dividenils can be declared on preferred stock only from profits. Cook on Corporations, § 271 ; Clark & M., Corp., §417c. See generally as to what are net profits which may be applied to divi- dends on ])re'f erred stock. Cook on Corporations, § 272; Clark & M., Corp., §§ 517-520. For a full discussion of the various rules of law concerning preferred stock, see Cook on Corporations, Chap. XVI, §§267-278; Clark & M., Cor))., §§413, 421. See :>s to right to create ]ireferred stock. Cook on Corporations, §§ 267- 278; Clark & M., Corp., §§416, 417; Continental Trust Co. v. Toledo, e^c, R. Co.. 95 Fed. 497; Continental Varnish & Paint Co. v. Secretary of State, 128 Mich. 621; Ernst v. Elniira, etc., Improv. Co., 54 X. Y. Supp. 116; Hackett v. Xorthern Pacific Ry. Co., 73 N. Y. Supp. 1087; Kuoxville & R. Co. V. City of Knoxville, 98 Tenn., 1. 571 572 CORPORATION FORMS AND PRECEDENTS. Form 1042. CUMULATIVE DIVIDENDS, EQUAL DIVIDEND WITH COMMON STOCK AFTER SPECIFIED PREFERRED AND COMMON STOCK DIVIDENDS PAID. ON DISSOLUTION PREFERRED TO SHARE EQUALLY WITH COMMON STOCK AF- TER PREFERRED STOCK AND AC- CRUED DIVIDENDS AND PAR VALUE OF COMMON STOCK PAID. The preferred stock shall be entitled, out of any and all surplus net profits, whenever ascertained, to cumulative dividends at the rate of eight per cent, per annum in each and every year hereafter, in preference and priority to any payment of any dividends on the common .stock for such year. The common stock shall be subject to the prior rights of holders of the preferred stock as herein declared. If, ' after providing for the payment of full dividends for any year on the preferred stock, and for any balance that may remain due on the cumulative dividends on such preferred stock for preceding years, there shall remain any surplus net profits, any and all such surplus net profits not in the opinion of the board of directors required to provide for the maintenance, improvement, enlargement and operation of the property and business of the corpora- tion, or for the payment of its liabilities, shall be applicable to dividends upon the common stock for such year, to the extent of, but not exceeding eight per cent, upon the said common stock, when and as from time to time the same shall be declared by the board of directors; which divi- dends upon the common stock shall not be cumulative, but shall only be paid if earned. The remainder of any such surplus net profits shall then be applicable to the payment of further dividends equally per share upon both preferred and common stock. The board of directors may declare, and out of such surplus net profits may pay, annual dividends upon the common stock of the said corporation, to the extent of, but not exceeding, eight per cent, upon such common stock, but no such annual dividends shall be declared or paid until the cumulative dividends shall have been paid in full upon the preferred stock for such year, and for all preceding years; and after the payment of such cumulative dividends upon the preferred stock, and such dividends upon the common stock, to the amount of, but not exceeding, eight per cent., out of any further surplus net profits the board of directors may declare and pay dividends equally per share upon the preferred and common stock. In case of the dissolution or termination of the corporation, the preferred stock and the holders thereof shall also be entitled to preference in the distribution of the assets and property of the corporation, and any and all such assets and property in case of such dissolution, shall be applied first to the payment in full of the principal of the said preferred capital stock at par with all cumulative dividends thereon in preference and priority to any pay- ment upon the common stock, and second, to the payment of the principal of the common stock at par; and any balance remaining shall be divided CAPITAL STOCK CLAUSES. 573 equally per share among the holders of preferred and <'oninion stock. (From the charter of the p]ngineering Contract Company, a New Jersey corporation.) Form 1043. PREFERRED AND COMMON STOCK, PREFERRED STOCK CUMULATIVE AND PREFERRED ON DISSOLU- TION AS TO PAR VALUE AND ACCRUED DIVIDENDS. The total authorized capital stock of the corporation is eleven hundred million dollars ($1,1()(),000,000), divided into eleven million shares of the par value of one hundred dollars each. Of such total authorized capital stock, five million five hundred thousand shares, amounting to five hun- dred and fifty million dollars, shall be preferred stock, and five million five hundred thousand shares, amounting to five hundred and fifty million dollars, shall be common stock. From time to time, the preferred stock and the common stock may be increased according to law and may be issued in sucli amounts and ])roportions as shall be determined by the board of directors^, and as may be permitted by law. The holders of the preferred stock shall be entitled to receive when and Sis declared, from the surplus or net profits of the corporation, yearly dividends at the rate of seven per centum per annum, and no more, payable quarterly on dates to be fixed by the by-laws. The dividends on the preferred stock shall be cumulative, and shall be payable before any dividend on the common stock shall be pai* or set apart ; so that, if in any year dividends amounting to seven per cent, shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the common stock. Whenever all cumulative dividends on the preferred stock for all previous years shall have been declared, and shall have become paj'able, and the accrued quarterly instalments for the current year shall have been declared and the company shall have paid such cumulative divi- dends for previous years, and such accrued quarterly instalments, or shall have set aside from its surplus or net profits a sum sufficient for the pay- ment thereof, the board of directors may declare dividends on the common stock, payable then or thereafter, out of any remaining surplus or net profits. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares, and the unpaid dividends accrued thereon, before any amount shall be paid to the holders of the common stock; and after the payment to the holders of the preferred stock of its par value, and the unpaid accrued dividends thereon, the remaining assets and funds shall be divided and paid to the holders of the couuuon stock according to their respective shares. (From the charter of the United States Steel Corpora- tion, a New Jersey corporation.) 574 CORPORATION FORMS AND PRECEDENTS. Form 1044. PREFERRED STOCK— CUMULATIVE DIVIDENDS— PRE- FERRED AS TO PAR VALUE ON DISSOLUTION —VOTING POWER WHILE DIVIDENDS UNPAID. The total authorized capital stot-k of this Corporation is to be dollars, divided into shares of the par value of One hundred dollars each, or of the equivalent in Sterling money of Great Britain, at the rate of One pound Sterling for each Four dollars eighty-six and two- thirds cents. Of such total authorized capital stock shares, amounting to dollars or its equivalent in Sterling as aforesaid, shall be preferred stock, and shares amounting to dollars or its equivalent in Sterling as afoi-esaid, shall be common stock. The rights, privileges and conditions following shall attach to the shares afore- said, viz: (a) The preferred stock shall be entitled, out of any and all surplus net profits, whenever declared by the Board of Directors, to cumulative dividends at the rate of but not exceeding six per cent, per annum for each and every year from the issue of such stock, payable half-yearly, in preference and priority to any payment of any dividend on the common stock for such year; the date of payment of the half-yearly dividend to be fixed by the Board of Directors; any preferred stock issued between dividend dates to be entitled at the next dividend date to a dividend at the rate aforesaid for the broken period. In the event of the dissolution of the Corporation or of a distribution of the assets or any portion thereof by way of return of capital, the holders of the preferred stock shall be entitled to receive and be paid out of the surplus funds of the Corporation or out of the assets so distributed sums up to the par value of their pre- ferred shares before anything shall be paid therefrom to the holders of the common stock. The holders of preferred stock shall not be entitled to any further share in the profits of the Company or to any further pay- ment in the event of dissolution or distribution of assets by way of return of capital than as above provided. The dividends upon the preferred stock shall be cumulative, and if the dividend be not paid or fully paid in any year said dividend or the deficiency as the case may be shall be made up and paid from profits in the subsequent year or years without interest, and no dividend shall be declared or paid on the remaining stock until such unpaid dividend or deficiency as the case may be has been fully made up and paid. (b) So long as the said dividends on Said preferred stock shall be paid half-yearly as aforesaid the holders of the preferred stock shall have no voting power on any question, exeejjt as below provided, but should any dividend on any preferred stock be not paid when payable as above pro- vided, and remain so unpaid for a period of three months, then and so long as such dividend or any part thereof remains unpaid the holders of the preferred stock in respect of which such dividend or part thereof remains unpaid shall be entitled to the same voting powers thereon as belong to the common stock, but upon such dividend or unpaid part thereof being paid the voting power upon said fireferred stock shall again cease, and so on from time to time as said dividend or part thereof may remain CAPITAL STOCK CLAUSES. 575 unpaid after said three months or may be paid as aforesaid. Provided alwaj's that upon any question relating to the increase or decrease of pre- ferred stock capital of the Company the holders of preferred stock shall at all tiiiies be entitled to the same voting jiowers as belong to the common stock. (c) The common stock shall be subject to the prior rights of the holders of the preferred stock as above declared. If after providing for the payment of full dividends for any year on the preferred stock there shaH remain any surplus net profits of such year, any and all such surplus net profits of such year, and of any other year for which full dividends shall have been paid on the preferred stock, shall be applicable to dividends uj)on the common stock when and as from time to time the same shall be declared by the Board of Directors, and out of any such surplus net profits the Board of Directors may pay dividends upon the common stock, but not until after the dividends upon the pre- ferred stock have been actually paid or provided for and set apart. In the event of the dissolution of the Corporation or of a distribution of the assets or any ])ortion thereof by way of return of capital, the holders of the common stock shall, after the holders of the preferred stock have received the par value of their preferred shares, be entitled to receive the balance of the surplus funds of the Corporation or of the assets so dis- tributed. From time to time the preferred and common stock may be issued in such amounts and projjortions as shall be determined by the Board of Directors and as may be permitted by law. The Board of Directors may from time to time issue stock certificates for shares in the capital stock of this Corporation, and may specify the equivalent amount of such shares in Sterling money of Great Britain at the rate of One pound Sterling for each Four dollars eighty-six and two-thirds cents. (From the charter of the Quaker Oats Company, a New Jersey corporation.) Form 1045. PREFERRED STOCK; DIVIDENDS CUMULATIVE, PAY- ABLE QUARTERLY; PREFERRED AS TO PAR VALUE AND ACCRUED DIVIDENDS ON DISSOLUTION. Said preferred stock shall entitle the holder thereof to receive out of the net earnings, and the company shall be bound to pay a fixed yearly cumu- lative dividend of eight per centum, but no more, payable quarterly, before any dividend shall be set apart or paid on the common stock. Such pre- ferreot cent, per annum, which additional one (1%) per cent., however, sliail not be cumulative. All further or other surplus or not profits [after the payment of eight (8%) per cent, on the preferred stock and seven (7%) per cent, on the common stock] shall be payable and a|)plieable, as dividends, on the common stock. In event of any rujuidation or dissolution or winding up (whether voluntary or involuntary) of the corporation the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares, and the unj)aid cumulative dividends accrued thereon before any amount shall be i)aid to the holders of the common stock; and after the payment to tho holders of the preferred stock of its i»ar value, and the unpaid accrued cumulative dividends thereon, the remaining assets and funds shall be divided and paid to the holders of the common stock according to their respective shares. The holders of the preferred stock shall have the right, upon the first day of May in each year until and including May 1st, 1921, to surrender such preferred stock and accept and receive in lieu and in conversion thereof, common stock, such exchange or con- version to be share for share, and to be exclusive of any declared divi- dends. For the purpose and to the extent of such conversion of preferred stock into common stock, the Board of Directors are hereby eScpressly authorized and empowered, from time to time, to increase the common stock of the Company, and the power to so increase is hereby exjjressly given and vested in the Directors, and any^nd all further provisions or formalities required by law for creating such increase, as by statute pre- scribed, being hereby expressly waived. From time to time the preferred stock and the common fetock may be otherwise and further increased, according to law, and may be issued in such amounts and proportions as shall be determined by the Board of Directors and as may be permitted by law ; except that no additional preferred stock shall be issued at less than par, for cash, or for property at less than its cash value Form 1051. PREFERRED AND COMMON STOCK— DIVIDENDS ON PREFERRED STOCK CUMULATIVE— PREFERRED STOCK PREFERRED AS TO PAR VALUE AND ACCRUED DIVIDENDS ON DISSOLU- TION—DIVIDENDS ON COM- MON STOCK LIMITED. That the amount of the total authorized cajiital stock of the company is one hundred and twenty million dollars ($lL'0,000,000), divided into one million two hundred thousand (1,200,000) shares of the par value of one hundred dollars ($100) each, of which six hundred thousand (600,000) shares shall be preferred stock and six hundred thousand (000,000) shares shall be common stock. The holders of the preferred stock shall be entitled to receive, when and as declared, from the surplus or net profits 580 CORPORATION FORMS AND PRECEDENTS. of the company, yeariy dividends at the rate of six per centum per annum, and no more, payable semiannually on dates to be fixed by the by-laws. The dividends on the preferred stock shall be cumulative, and shall be payable before any dividend on the common stock shall be paid or set apart- so that, if in any year, dividends amounting to six per centum shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the common stock. Whenever all cumulative dividends on the preferred stock for all previous years shall have been declared and shall have become payable, and the accrued semi-annual instalment for the current year shall have been declared, and the company shall have paid such cumulative dividends for previous years, and such accrued semi-annual instalment, or shall have set aside from its surplus or net profits a sum sufficient for the payment thereof, the board of directors may declare dividends on the common stock, payable then or thereafter, out of any remaining surplus or net profits; provided, however, that the dividends upon the common stock shall be so limited that the same shall never in any one year exceed the rate of ten per centum so long as there shall remain outstanding and un- redeemed any of the four and one-half per cent, mortgage and collateral trust gold bonds of the company. In the event of any liquidation or dis- solution or winding up (whether voluntary or involuntary) of the company, the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares and the unpaid dividends accrued thereon before any amount shall be paid to the holders of the common stock; but after payment to the holders of the preferred stock of its par value and the unpaid accrued dividends thereon, the remaining assets and funds shall be divided and paid to fhe holders of the common stock according to their respective shares. (From the charter of the International Mer- cantile Marine Company, a New Jersey corporation.) Form 1052. PREFERRED STOCK WITH POWER TO THE COMPANY TO RETIRE SAME UPON PAYMENT OF CERTAIN PREMIUM. That the said stock is to be divided into shares of dollars each, of which shares are to be preferred stock, and entitled to dividends out of net earnings before dividends are paid upon any other shares to the extent of seven per centum per annum upon the par value thereof, and in any distribution of the assets of the said com- pany upon dissolution or sale thereof, said shares shall, up to the par value thereof, together with any accrued unpaid dividends cumu- lated at the said rate, be entitled to a preference over all other shares of stock of said company; but said ])ref erred stock may be retired or rrduced by said company on any interest day on and after five years from the date of payment of the first interim dividend installment declared, such retiring or redemption to be at par plus a premium of dol- lars upon each of the said preferred shares of stock. See as to the reservation by the corporation of tlie right to retire pre- ferred stock. Cook on Corporations. § 270. CAPITAL STOCK CLAUSES. 581 Form 1053. PREFERRED STOCK ENTITLED TO CUMULATIVE DIVI- DENDS AND TO SHARE PRO RATA WITH COM- MON AFTER PAYMENT ON COMMON OF SPECIFIED DIVIDEND— SUBJECT TO REDEMPTION, AND WITHOUT VOTING POWER. Of said capital slock three tliuiisaiid (l',()U()) shares shall be preferred stock, and three thousand (.3,UUU) shares shall be general or coinuion stock. From time to time the preferred stock and the common stock may be increased according to law, and may be issued in such amounts and pro- portions as shall be determined by the board of directors and as may be permitted by law. The holders of said preferred stock shall be entitled to receive during each fiscal year out of the net earnings of the company preferential cumulative dividends at the rate of eight per centum (8%) per annum, payal)le yearly on the first day of April, or in half yearly or quarterly instalments, as the by-laws may from time to time provide. After the payment of the said preferential cumulative dividend of eight per centum (8%) for any fiscal year to the holders of the preferred stock any further amount declared in dividends for said year shall be paid to the holders of the common stock to the extent of eight per centum (8%) per annum, and should there be any further amount declared in dividends, the said further amount shall be divided pro rata among the holders of the preferred and common stock in accordance with their holdings; pro- Aided, however, that the board of directors of the company may in their discretion declare dividends during any fiscal year on the common stock, but no such dividend shall be declared on the common stock unless all cumulative dividends for previous years and all accrued instalments, if any, for the current year, on the preferred stock shall have been set apart or paid. From and after the first day of April, 1901, the dividends on said preferred stock shall be cumulative, so that, if in any year dividends amounting to eight per centum (8%) per annum shall not be paid on said preferred stock the deficiency shall be a charge upon the net earnings of the company until paid; but the board of directors may provide at the time of issue of any preferred stock that the dividends thereon shall be cumulative only from the time of such issue. The holders of the pre- ferred stock shall, in case of liquidation or dissolution of the company be entitled to be paid in full the par value of their preferred shares, and the dividends accumulated and unpaid thereon, before any amount shall be paid to the holders of the common stock. The holders of preferred stock shall have no voting powers whatsoever, nor shall they be entitled to notice of any meeting of stockholders of the company. Said preferred stock shall be subject to redemption at two hundred dollars ($i'00) per share and accumulated dividends thereon at any time after three years from the issue thereof, at such time or times and in such manner as the board of directors shall determine. (From the charter of the New York Steel and "Wire Company, a New Jersey corporation.) 582 CORPORATION FORMS AND PRECEDENTS. Form 1054. PREFERRED STOCK— DIVIDENDS CUMULATIVE— PRE- FERRED AS TO ASSETS— REDEEMABLE AS WHOLE AT OPTION OF COMPANY ON DIVIDEND DATES — SINKING FUND PROVIDING FOR PUR- CHASE OR ULTIMATE REDEMPTION- PREFERRED STOCK TO HAVE LIM- ITED VOTING POWER. The holders gf the preferred stock shall be entitled to dividends out of the net profits or surplus of the company at the rate of seven per cent, per annum, and no more, payable quarterly on the first day of January, April, July and October in each year^ before any dividend shall be set aside or paid upon the commoii stock, and to priority in payment of princi- pal out of the assets of the company over the common stock for the full face value, together with all arrearages* of dividends due thereon. The dividends on the preferred stock shall be cumulative so that if the com- pany shall fail to declare and pay any quarterly dividend, such dividends shall thereafter be declared and paid or set apart before any dividend shall be declared, paid upon or set apart for the common stock. The first dividend on any preferred stock issued prior to December 10th, 1911, shall be payable April 1st, 1912, for the period of four months, at the rate of $2.34 per share. The preferred stock may be redeemed or retired, in whole but not in part, at the option of the company, on any dividend date at $115 and acccrued dividends. The authorized amount of preferred stock shall not be increased and the company shall not convey its real estate or mortgage any of its property without the written consent of the holders of three-fourths of the preferred stock then outstanding. The preferred stock shall not be voted at any meeting of the company, except that if the company shall fail to declare and pay any quarterly dividend thereon or shall fail to comply with the provisions for the Preferred Stock Sinking Fund, and any such failure in either case shall continue for the period of six months, then the holders of the preferred stock shall thereafter have the right, so long as any such failure continues, to vote such stock at any meeting of the company in like manner and with the same effect as the common stock is voted. No dividend shall at any time be declared, paid upon or set apart for the common stock if any dividend on the preferred stock be in arrears, or if there be any default in the Preferred Stock Sinking Fund provisions, nor unless the net quick assets, as shown by the regular books of account and inventories of the company, shall actually exceed the par value of the outstanding preferred stock after deducting any such dividend. A sinking fund for the retirement of the preferred stock by redemption or purchase shall be created out of the net profits of the company that shall remain after deducting therefrom any accrued dividends on the preferred stock. For that purpose, there shall be credited to an account to be called the Pre- ferred Stock Sinking Fund Account, within sixty days after the close of each of the calendar years 1912 and 1913, the sum of $200,000, and within sixty days after the close of each calendar year thereafter a sum equal to three per cent, of the aggregate of all amounts of preferred CAPITAL STOCK CLAUSES. 583 stock that sliall have boon issued suljsequent to November Ist, 1011, inclutliiig any of such preferred stock that may have Ijeen retired or purchased for redemption. If, however, the cash dividends declared on the common stock during any such calendar year shall exceed in the aggre- gate the sum of $800,000, then an amount equal to such excess shall be added to said $J00,()()0 or said three per cent., as the case may be, and credited to tlie sinking fund for such calendar year; but if the outstanding amount of preferred stock shall have been reduced to .$5,000,000 j>ar \alue or under, then the sum so to be added to said $200,000 or said three j>er cent, siiall be an amount equal to any excess of cash dividends declared on the common stock during such calendar year over the sum of $1,000,000. If the net profits of any year, after deducting all accrued dividends on the preferred stock, shall not equal said sum of $200,000 or said throe per cent, respectively, then the whole of such remaining net profits shall be credited to said Preferred Stock Sinking Fund. The sinking fund provisions are to be cumulative and contingent only on net profits in excess of the preferred stock cumulative dividends, so that if for any reason the proper sums shall not be duly credited to said sinking fund for any year, or the provisions in respect of its use and application shall not be duly complied with, then any deficiency or default shall be made good in subsequent years, before any dividend shall be declared, paid upon or set apart for the common stock. After the close of each year and during the following month of February, beginning with February, 1913, the company shall, give written notice to the Registrar of its stock, which shall be a Trust Company in the City of New York, specifying the sums credited to the sinking fund for the preceding calendar year and any other sums to the credit thereof at the close of such year, and the Registrar shall thereupon, and not later than the 10th day of March following, give notice by mail to the registered holders of preferred stock that sealed proposals will be received for the sale by them to the sinking fund, at the price not to exceed $115 and accrued dividends, of any preferred stock standing in their names respectively to such aggregate amount as can be paid for out of the sum then to the credit of the sinking fund, and that such proposals will be opened by the Registrar at its office on a specified date, which shall be not less than twenty-five nor more than thirty days after the mailing of the notice. On the date so set, the Registrar shall open the proposals and give written notice to the company of the contents of the same, and the company shall within ten days thereafter deposit with the Registrar such sum as shall be sufficient to pay for all the preferred stock so offered, to an aggregate amount not exceeding the sum then to the credit of the sinking fund. Thereupon, the Registrar shall give to those whose proposals are entitled to acceptance written notice of the acceptance of their ofl'ers for account of the Company. The Registrar shall apply the sum received from the Company to the purchase of the preferred stock so offered at the lowest prices, not exceeding $115 and accrued dividends, upon the surrender to it within thirty days of the certificates therefor duly endorsed in blank, which it shall forthwith cancel. If any certificates are not so surrendered, the amount received for their purchase shall be returned to the company and rocreditcd by it to the Sinking Fund. In case more preferred stock is offered, at the same price or prices, than can be so purchased, the 584 CORPORATION FORMS AND PRECEDENTS. Registrar in its discretion shall purchase pro rata or determine by lot which shares shall be taken, but in such case no fractions of shares shall be purchased and no holder offering one hundred shares or more shall be required to sell less than one hundred shares or some multiple thereof. If, on any such notice to the preferred stockholders by the Registrar, no preferred stock shall be offered at or below the price aforesaid, or if the offers shall not be sufficient to exhaust the sum then to the credit of the sinking fund, the company may at its option, at any time within sixty days after the opening of such proposals direct the Registrar to pur- chase at public or private sale for account of the sinking fund preferred stock in such amounts and at such prices not exceeding $115 and accrued dividends as the company may in writing indicate, and it shall thereupon forthwith deposit with the Registrar a sum sufficient therefor. Any ■ sum remaining to the credit of the sinking fund after any such purchases shall continue to the credit thereof until used for the purchase, retirement or redemption of preferred stock as herein provided. The sinking fund shall not be made the basis of any dividend whatever upon the common or preferred stock, nor shall said fund be depleted in any way except for the purchase, retirement, or redemption of preferred stock as herein provided; but until so used, any sums to the credit of the sinking fund may be employed in the business of the company. Whenever the amount to the credit of the sinking fund shall be sufficient to redeem and retire the whole of the preferred stock then outstanding at $115 and accrued dividends, or whenever the company shall determine to exercise its option to redeem or retire the whole of the preferred stock then outstanding at $115 and accrued dividends, the company shall immediately give written notice to the Registrar accordingly and shall, at least one month before the next preferred stock dividend date, deposit the necessary amount with the Registrar for the redemption and retirement of all such preferred stock. The Registrar shall thereupon give notice of such redemption by mail to each registered holder of preferred stock, and publish the same in three newspapers of general circulation in the City of Mew York twice a week for three weeks before the date of redemption. Thereupon and after such dividend date, the holders of preferred stock shall not be entitled to any further dividends and the company may thereafter treat such preferred stock as redeemed, retired and cancelled, and the rights of preferred stockholders shall be limited and transferred to said fund which shall be held by the Registrar for account of the holders of the outstanding preferred stock according to their respective interests. When- ever any preferred stock is acquired by the company, whether by operation of the sinking fund or otherwise, the same shall promptly be cancelled and retired and not thereafter re-issued without the written consent of holders of three-fourths of all the remaining preferred stock then out- standing. (From the charter of M. Eumely Company, a New Jersey corporation.) CAPITAL STOCK CLAUSES. 585 Form 1055. CUMULATIVE DIVIDENDS ON PREFERRED STOCK PAY- ABLE YEARLY OR HALF YEARLY— PREFERRED AS TO CAPITAL AND DIVIDENDS ON DISSOLU- TION—PROVISIONS FOR SINKING FUND— RIGHT OF REDEMPTION OF PREFERRED STOCK. The holders of the preferred stock shall be entitled to cumulative divi- dends thereon at the rate of seven per centum for each and every fisial year of the company, and no more, payable out of any and all surjilus or net profits quarterly, half-yearly or yearly, when declared by the board of directors, and in addition thereto, in the event of the dissolution or liquidation of the corporation or a sale of all its assets, the holders of the preferred stock shall be entitled to receive the par value of their pre- ferred shares and all accumulated dividends, out of the assets of the corporation before anything shall be paid therefrom to the holders of the common stock. After providing for the payment of all accumulated dividends upon the preferred stock at the rate of seven per centum for each and every fiscal year of the company, the remaining surplus or net profits, as determined by the board of directors, shall be applied as fol- lows: Twenty-five per centum of such remaining surplus or net profits shall be set aside and paid into a sinking fund, in the interests and for the protection of the preferred stock. The directors shall have the right, in their discretion, to use and apply all or any part of such sinking fund, at any time, either for the purchase of additional timber or timber lands for the company, or (at any time after three years from the issue thereof), for the redemption and discharge of any or all of the preferred stock, at the price of one hundred and twenty dollars for each share, together with all accrued dividends thereon, in such manner and upon such notice as the by-laws may provide. After providing for the payment of all accumu- lated dividends upon the preferred stock, at the rate of seven per centum for each and every fiscal year of the company, and after setting aside twenty-five per centum of the remaining surplus or net profits for a sink- ing fund, as hereinabove provided, the directors may, in their discretion, whenever the remaining surplus or net profits are applicable thereto, declare and pay dividends therefrom upon the common stock. The board of directors may, in their discretion, declare and pay dividends on the common stock concurrently with dividends on the preferred stock, for any dividend period of any fiscal year, when such dividends shall have been earned and are applicable to the conmion stock, provided that all accu- mulated dividends on the preferred stock for all previous fiscal years and previous dividend periods for that fiscal year shall have been paid in full and all sinking fund instalments shall have been paid or set aside as hereinabove specified. The foregoing provisions for a sinking fund and for the purchase, call and redemption of preferred stock shall be applicable until all of the preferred stock of this company shall have been redeemed; and the methods by and the manner in which such provisions shall be exer- cised shall be determined from time to time by the board of directors, and such determination shall be final and conclusive. Preferred stock 586 CORPORATION FORMS AND PRECEDENTS. redeemed and discharged in accordance with the foregoing provisions shall not be reissued. (From the charter of the National Timber Company, a New Jersey corporation.) Form 1056. FIRST AND SECOND PREFERRED STOCKS— CUMULA- TIVE DIVIDENDS PAYABLE SEMI-ANNUALLY— FIRST PREFERRED STOCK PREFERRED AS TO CAPITAL AND DIVIDENDS ON DISSOLUTION, SECOND PRE- FERRED STOCK PREFERRED OVER COMMON STOCK AS TO CAPITAL AND DIVIDENDS ON DISSOLUTION— CUMULATIVE VOTING RIGHT TO ALL STOCK. The holders of the first preferred stock shall be entitled to receive when and as declared from the surplus or net profits of the corporation yearly dividends at the rate of seven per cent. (7%) per annum, and no more, payable semi-annually on the dates to be fixed by the by-laws. The divi- dends on the first preferred stock shall be cumulative and shall be pay- able before any dividends on the second preferred stock or the common stock shall be paid or set apart, so that if in any year dividends amount- ing to seven per cent. (7%) shall not have been paid thereon, the de- ficiency shall be payable before any dividends shall be paid upon or set apart for the second preferred or common stock. Whenever all cumulative dividends on the first preferred stock for all previous years shall have been declared, and shall have become payable, and the accrued semi-annual installment for the current year shall have been declared, and the com- pany shall have paid such declared cumulative dividends for previous years, and such accrued semi-annual installment upon said first preferred stock, or shall have set aside from its surplus or net profits a sum suf- ficient for the payment thereof, the holders of the second preferred stock shall be entitled to receive when and as declared from the remaining surplus or net profits of the corporation after the payment of the cumu- lative dividends and accrued semi-annual installment upon the first pre- ferred stock as aforesaid yearly dividends at the rate of seven per cent. (7%) per annum and no more, payable semi-annually on dates to be fixed by the by-laws. The dividends on the said second preferred stock shall also be cumulative,' and shall be payable before any dividend on the com- mon stock shall be paid or set apart, so that if in any year dividends amounting to seven per cent. (7%) shall not have been paid on said second preferred stock, the deficiency shall be payable before any divi- dend shall be paid upon or set apart for the common stock. Whenever all cumulative dividends on the preferred stock, both first preferred and second preferred, for all previous years shall have been declared and snail have become payable, and the accrued semi-annunl installments for all the preferred stock for the current year shall have been declared, and the company shall have paid such cumulative dividends for previous years upon- both said first preferred and second preferred stock in the order aforesaid, and also such accrued semi-annual installments thereon as afore- said, or shall have set aside from its suridus or net profits a sum sufficient for CAPITAL STOCK CLAUSES. 587 the payment thereof as aforesaid, the board of directors may declare divi- dends on the common stocii payahle then or thereafter out of any remain- ing surplus or net profits. Each .share of first preferred, second preferred and common stock shall have the same voting power in all corporate affairs, and each share thereof shall be entitled to one vote in such affairs with the power of cumulative voting as conferred by law and from time to time the first ijreferred, second preferred anany, shall be regarded as profits for the purpose of the declaration or payment of dividends unless a majority of the board of directors, or the holders of a majority of all the stock then issued and outstanding, shall otherwise determine. The unused balance of said reserve fund shall, after the close of each year, be retained in said reserve fund until such reserve fund shall be equal to the capital stock for the time being paid up and outstanding. (b) To the payment of a dividend or dividends to the close of such year on all the stock of the company of both classes issued and out- standing, as hereinbefore provided. There shall be seven directors of the company, divided into two classes in respect to the time for which they shall severally hold office. The first class, composed of four members, shall be chosen exclusively by the holders of the founders' shares for the time being, and shall hold their offices for the term of two years, and until the election of their suc- cessors, and the second class, composed of three members, shall be chosen exclusively by the holders of the general or common stock, for the time being, and shall hold their offices for the term of one year and until the election of their successors. The successors of the directors of said two classes respectively shall be chosen by the holders of the founders' shares and by the holders of the general or common shares as afore- said, so that four of the directors shall at all times be chosen by the holders of the founders' shares and three of the directors be chosen by the holders of the general or common shares. (From charter of Sargent Automatic Railway Signal Co., a New Jersey corporation.) See Cook on Corporations, § 14. Form 1072. LIMITATIONS ON VOTING POWERS OF PREFERRED STOCKHOLDERS. So long as the dividends reserved on said preferred stock shall be paid as and when the same are by this instrument to be paid, the hold- ers of the preferred stock shall have no voting power on any question. In the event, however, that any dividend due on the preferred stock shall not be paid when payable hereunder and shau remain so unpaid for a period of four months, then a special meeting of the stockholders of the company shall be called at the request of any preferred stockholder or stockholders owning preferred stock of the par value of fifty thou- sand dollars ($50,000), which mooting shall be convened on ten day?' notice by mailing a copy of such notice to each preferred stockholder of record at the time such notice is mailed to his addres» as the same appears at the time upon the preferred stock lodger hereinbelow men- tioned, and at such meeting, if said dividends still remain unpaid, the holders of a majority of the preferred stock, present or represented at said meeting, shall be entitled to elect a new board of directors of the company, and the voting power theretofore vested exclusively in the common stock of the company shall for the time being wholly 598 CORPORATION FORMS AND PRECEDENTS. •ease. The election of the new board of directors in the manner here- inabove specified shall terminate the term of office of each member oi the existing board of directors elected by the common stockholders. Thereafter and until all arrearages of dividends shall have been paid, or accumulated as hereinafter provided upon the preleired stock, the voting power theiototure vested exclusively in the common stock shall vest and remain in the holders of the preferred stock. One month after the payment of all defaulted dividends upon the piefeiied stock or the accumulation of net earnings equal to said deiuulted dividends, the votini^ power then vested exclusively in the preferred stock shall cease and such exclusive voting power shall be restored to the holders of the common stock, and a new board of directors may be elected by such exclusive vote of the common stock, at a meeting duly called and held as above provided concerning any meeting following a default in the pay- ment of dividends on the preferred stock, save only that notice thereof shall be given alone to the holders of the common stock, and, such meet- ing being held and such new board being elected, the term of office of each director elected by the vote of the preferred stock shall at once expire. At the end of each fiscal year the company shall cause a full audit of its accounts to be made by some certified public accountant, which audit shall at all times be open to the inspection of all holders of the preferred stock of the company. During any period of time that the corporation shall be managed by a board of directors elected by the preferred stockholders, the books of account showing the business and earnings of the said corporation shall be open at all reasonable times, not oftener than once in three months, to the inspection and examination of the owners of a majority of the common stock. The by-laws of the corporation shall contain provisions consistent with the foregoing, and the portion of said by-laws so providing shall not be subject to amendment or "change, save by the assent in writing of at least two-thirds of all the outstanding shares of the preferred stock and also by the vote of at least two-thirds of all outstanding shares of the com- mon stock of the company. A preferred stock ledger shall be kept by the company at its principal office, setting forth the names and post- office addresses of the preferred stockholders respectively, and the num- ber of shares of preferred stock held by each and each transfer of pre- ferred stock of the company and like information as to each transferee shall from time to time be entered upon such ledger, which shall be at all reasonable times open^ to the inspection of any owner of any pre- ferred stock of the company. No mortgage shall be created or assumed by the company, nor shall any class of its capital stock now or hereafter existing other than its common stock, be increased, nor shall said company be merged into or consolidated with any other company, unless (in the event that the company at the time be managed by a board of directors elected by the holders of the common stock) there shall first be obtained the consent of the holders of seventy-five per cent, of the preferred stock outstanding at the time, or unless (in the event that at such time the company shall be managed by a board of directors elected by the holders of the preferred stock) the like consent shall be first obtained of the holders of seventy-five per cent, of the common stock. The foregoing provisions shall be construed as limitations upon the voting power of the CAPITAL STOCK CLAUSES. 599 holders of capital stock of the company (no voting power whatever on any question being vested in the holders of preferred stotk, except as hereinabove provided), any future law of the State of Xew Jersey, in any wise to the contrary notwithstanding, said provisions having been agreed upon by the parties to these presents as constituting comlitions pre- cedent to the organization of said comj)any. (From the charter of the Royal Baking Powder Company, a New Jersey corporation.) See for voting rights of preferred stockholders, Cook on Corporations, §§ L'G9, 27U; Clark & M., Corp., S4]7g. Form 1073. STOCK ALL OF ONE CLASS— PAR VALUE OF SHARES $1000. The company shall be authorized to issue capital stock to the extent of one hundred and sixty million dollars ($160,000,000) divided into ehares of the par value of one thousand dollars each. (From the charter of the Carnegie Company, a New Jersey corporation.) The par value of shares is usually not over $100. By some statutes it is provided that the par value of shares shall not exceed $100, or be' less than a certain sum. See as to par value, Tschumi v. Hills, 6 Kan. App. 549. By Laws N. Y. 1912, C. 351, the Certificate of Incorporation may provide for the issuance of shares of stock, other than preferred stock having a preference as to principal, without any nominal or par value. The certificate for such shares shall plainly state the number of shares which it represents, and the number of such shares which the corporation is authorized to issue, and shall not state any nominal or par value of such shares. CHAPTER A^II. AGREEMENTS PRELIMINARA" TO FORMA- TION OF CORPORATIONS. Form 1074. PRELIMINARY AGREEMENT FOR INCORPORATION. Memorandum of agreement, made this day of , A. D. Nineteen Hundred and (19....), between " Company," a corporation of the state of , party of the first part ; and and of , representing themselves and the other stockholders of ' ' The Company, ' ' a cor- poration of the state of , parties of the second part, and , trading as , of , acting hereunder by , parties of the third part : "Whereas, the parties of the first and second parts hereto are about to form a corporation for the purpose of manufacturing and selling and products of a similar character, with an issue of preferred and common stock under the terms hereinafter set forth, and the parties of the third part have agreed to purchase, or provide the money for pur- chasing certain of such stock, under the terms hereinafter set forth, so as to assist in the organization of the said corporation: Now know all men by these presents that the parties hereto, for and in consideration of the premises, and of the sums of one dollar each unto the other in hand paid by the others, the receipts whereof are hereby acknowledged, do hereby agree each with the other for themselves, their several and respective successors, heirs, executors, administrators and as- signs as follows: First: The parties of the first and second parts agree to procure at once the incorporation of a company under the laws of the state of , to be called ' ' The Company, ' ' hereinafter called ' ' the new Company," or such other name as the Secretary of State of said state of will permit, which shall have a capital stock of dollars ($ ), dollars ($ ) of which shall be pre- ferred stock, and dollars ($ ) of which shall be common stock. Second: The party of the first part agrees to sell and convey to the said new Company, when formed, such of its lands as can be used for the purposes of a or works, and, together, with its factory, plant and tools at , also other lands and plant at , , of about ( ) acres, and its interest in the leasehold factory now controlled by it in , all of which plants are to be in good working condition, and, all its interest in any patent rights, trade marks, brands, etc., .vhich it holds or controls, 600 PRELIMINARY AGREEMENTS. 601 in connection with its business; and also to deliver to said corporation and goods in process of manufacture and supplies at cost, or cash, to the extent of dollars ($ ), for which property and cash it is agreed that the party of the first part is to re- ceive from the new Company, when formed, full pai;ew York, , 19 , Chairman. Committee. , Secretary. No Wall Street, N. Y. City. Counsel to the Committee. See for reorganization of corporations, Chapter XXXV, post. Form 1082. AGREEMENT BETWEEN PROMOTERS FOR PAYMENT OF PRELIMINARY EXPENSES OF INCORPO- RATION, ETC. An agreement made the day of , 19. . . ., between A. of (hereinafter called "the Trustee") of the one part, B. of , and the several other persons who shall hereunto sign their names and fix their seals hereto (hereinafter called "the subscribers") of the other part : Whereas it is proposed to form a corporation under the laws of the State of , by the name of , or such other name as may be adopted, for the purpose of , and Whereas it is desired to provide a fund in the manner and for the pur- poses hereinafter set forth. Now therefore each of the subscribers hereto hereby agrees with the said A as Trustee for the said subscribers, as follows: 1. A fund shall be established to consist of the contributions of the subscribers pursuant to this agreement. 2. The fund shall be placed in the hands of the Trustee and he shall apply the same under the direction of the committee in paying the costs of obtaining the engineer's report, which is to be sent out with the pro- spectus of the company, and in paying the expenses of the experiments re- ferred to in the schedule hereto, and in paying the general expenses of forming and promoting the Company, and any other expenses which the said Trustee, with the sanction of the committee, shall think it expedient to pay. 3. There shall be a committee of subscribers for the purpose of this agreement, and the first members of such committee shall be C, D., and E. 4. The committee may fill up any vacancy in their body which shall PRELIMINARY AGREEMENTS. 619 arise from death, resignation, or otherwise and the members, for the time beinj^, of the committee may act notwithstanding any vacancies in their body. The decision of the majority of the members of the committee for the time being, shall be regarded as the decision of the committee. 5. The Trustee may, from time to time, with the sanction of the com- mittee, maied for shares, but he wrote to the chairman of the meeting for the organization of the corporation in the above form that he withdrew his subscription. It was held that he had a right to withdraw his subscription at any time before the organization was completed. See Cook on Corporations, §§ 167-170; Clark & M., Corp., §451, for full discussion of right to revoke subscription before and after organization.) (See as to whom notice of revocation of withdrawal should be given, Hud- son Real Estate Co. v. Tower. 156 Mass. 82.) See for revocation of power of attorney. Form 1855, post. See for form of revocation of subscription after incorporation, Forms 7134, ll3o, post. 632 CORPORATION FORMS AND PRECEDENTS. Form 1100. REVOCATION OF SUBSCRIPTION (ANOTHER FORM). To (insert names of promoters and subscribers, to stoclc of proposed corporation.) I hereby revoke my subscription to shares of the capital stock of the proposed Company, made by me on the day of , 19. ... , and in all and every respect hereby recall, re- voke, cancel, annul and withdraw the same. Dated ,19 [Seal] See Forms 1099, supra, 1134, 1135, post. Form 1101. RELEASE OF SUBSCRIPTION. This indenture made this day of , 19. . . ., by and between (here insert names of parties releasing the sub- scriber) parties of the first part, and of , party of the second part. "Whereas on the day of , 19. . . ., the said party of the second part did subscribe for shares of the capital stock of The Company, a corporation organized (or to be orga- nized) under the laws of the State of , and. Whereas the said party of the second part desires to be released from his said subscription and from all the liabilities thereby imposed and in- curred by the said party of the second part in making said subscription, and said parties of the first part are willing to give such release. Now this indenture witnesseth, that for value received and in consider- ation of One Dollar to the said parties of the first part in hand paid by the said party of the second part, the receipt whereof is hereby acknowl- edged, the said parties of the first part do hereby release the said party of the second part, his heirs, executors, administrator and assigns, or any of them, from said subscription and from any and all liability thereon and from any and all claims, demands, actions, causes or rights of action which against the said party of the second part, his heirs, executors, adminis- trators or assigns the said parties of the first part, or any of them, can, shall or may have for or by reason of said subscription, and wholly dis- charge and quitclaim the said party of the first part, his heirs, executors, administrators and assigns therefrom. In witness whereof the parties hereto have hereunto set their hands and seals the day and year first above written. [Seal] [Seal] [Seal] [Seal] See for release of subscription. Cook on Corporations, §§ 167-170; Clark & M., Corp., §§476, 485. See for forms of releases generally. Forms 1845-1847, post. CHAPTER IX. SUESCUirTlOX AGHKKMEXTS AFTP:R INCOKPOKATIOX. Form 1102. ORIGINAL SUBSCRIPTION LIST. We, the undersigned, hereby severally subscribe for the number of bhares set opposite our respective names, to the Capital Stock of and we severally agree to pay the said Company, for each share, the sum of Dollars Dated , , 19.... Name. Shares. Amount. See generally as to subscriptions. Cook on Corporations, §§o-J-76; Clark & M., Corp., §§ 437-515. For other forms of subscriptions to stock not found in this chapter, see Forms 1356, 1358, 1387, 1393, 1394, 1395, 1396, 1397, post. Form 1103. SUBSCRIPTION TO CAPITAL STOCK (ANOTHER FORM). Subscription to the capital stock of the The Company. We, the undersigned, do hereby severally subscribe for the number of shares of the capital stock of The Company set opposite our respective names, and do hereby agree to pay therefor the sum of $ per share. Xame. Number of Shares. Sometimes books of subscription are opened. Such books usually nee.l be but small. Ordinarily a book of a few pages will suffice. The fir«t l-age of the subscription book should be entitled and ruled in substance as the above form. See Form No. 173, supra, for form of order for, and waiver of notice of the opening of books of subscription. Form 1104. SUBSCRIPTION BLANK. Company. (Address of corporation.) I hereby subscribe for shares of capital stock of the 633 634 CORPORATION FORMS AND PRECEDENTS. Company at Dollars per share, full paid and nonassessable. I enclose herewith Dollars as full payment on my subscription. Name Dated Form 1105. SUBSCRIPTION AGREEMENT AFTER INCORPORATION (ANOTHER FORM). , 191.. We, the undersigned, hereby severally agree each with the other and with the Corporation hereinafter named, iu consideration of the mutual agreements herein contained, to pay for and receive the number of shares of the capital stock of the Company set opposite our re- spective names, and hereby waiving all notice of assessment, we agree to make payment or payments for the same to the Treasurer of said Com- pany on demand, at such times and in such amounts as the Board of Directors of said Corporation may direct. Names. Eesidences. No. of Shares. See as to the effect of a modification of the plan and scope of the enter- prise after the contract of subscription has been made. Cook on Corpora- tions, §194; Clark & M., Corp., §§482-483. Form 1106. SUBSCRIPTION AGREEMENT. , 19---- We, the undersigned, severally agree, each with the other, and with , a corporation organized this day under the laws of the State of , in consideration of the mutual agreements hereinafter contained, to pay for and receive the number of shares of capital stock of said corporation set opposite our respective names; and hereby waiving all notice of assessment we agree to make payment or payments for the same to the Treasurer of said Company, on demand, at such times and in such amounts as the Directors of said Corporation shall direct. Names. Residences. No. of Shares. Form 1107. SUBSCRIPTION FOR STOCK BY LETTER. , 19.-.. .. Utica Chamber of Commerce, Care! Humphrey, Secretary — Dear Sir: I hereby subscribe for five shares of the Eemington Automobile and Motor Company, at $30 per share, according to the terms of a circular issued by SUBSCRIPTIONS AFTER INCORPORATION. 635 you, dated February 13, 1901, and its modifications, and engage to accept said stock, or auy less number oi' shares that you may alio* to me in case of oversubscription, and to pay for the same in conformity with the said circular. Yours truly, (Address) See Jn re Remington, etc. Motor Co., 139 Fed. 766, where the above instru- ment was considered. Form 1108. SUBSCRIPTION FOR ADDITIONAL SHARES TO BE PAID FOR IN INSTALMENTS. We, the undersigned, being Utica Stockholders of the Remington Auto- mobile & Motor Company, agree to subscribe for additional shares of such company to the amount set opposite our respective names, with the express understanding that payments are to be made by us, twenty per cent. (20%) on or before the fifth day of each month, commencing the 5th day of Novem- ber. The certificates of stock to be issued upon the basis of thirty dollars ($30.00) per share, and to be full paid, non-as?essable, and to ai)ply on account of the block of stock allotted for sale to the Utica Chamber of Commerce. O. S. Foster ' -0 Wm. J. Foster 10 John B. Wild 10 G. A. Spaulding -^ John L. Mahr ^ T. R. Proctor 10 See In re Remington, etc. Motor Co., 139 Fed. 766, where the above subscription v>'as involved. Form 1109. SUBSCRIPTION FOR FULL-PAID STOCK. To Company, Limited. No , Street , I hereby subscribe to shares of the full paid non-assessable capi- tal stock (no personal liability under laws) of the Company, Limited, a corporation chartered by the Dominion of Canada Government, to build and operate electric smelters and refiners in the Dis- trict of , Province of Ontario. I agree to make payment for same as follows : Subscriber P. O. Box or Street Address City or Town — State Date Note: Make all remittances payable to the Company, Ltd., No , Street, , U. S. A. 636 CORPORATION FORMS AND PRECEDENTS. Form 1110. CONDITIONAL SUBSCRIPTION TO STOCK. Subscription to Stock of The Company. , ,1912. To The Trust Company : 1, (^^'e), the undersigned, hereby subscribe for and purchase the fol- lowing named shares of the Common and Preferred Stock of The Company, that is to say : shares of Preferred Stock of the par value of One Hundred Dollars ($100.00) each, and shares of Common Stock of the par value of One Hundred Dollars ($100.00) each, at and for the price of Dollars ($ ), for which amount I (we) herewith enclose a check to the order of The Trust Company, hereby authorizing and directing said Trust Company as follows: If the said Trust Company shall have received on or before the Thirtieth day of March, 1912, subscriptions to the above mentioned stock to the total amount of One Hundred Thousand Dollars ($100,000) in Cash, it is thereupon authorized and directed to pay the above mentioned amount of Dollars ($ ) to the Treasurer of The Company and to hold for me (us) certificates for the above mentioned Preferred and Common Stock to be delivered to me (us) in exchange for the receipt of said Trust Company. If the said Trust Company shall not have received on or before the Thirtieth day of March, 1912, subscriptions to said stock to the gross amount of One Hundred Thousand Dollars ($100,000), then and in that event it shall return to me (us) the full amount of Dollars ($ ) herewith deposited with it, without deduction or charges of any kind. Witness : (Signature of Subscriber.) Address : Check accompanying this subscription must be drawn only to the order of ' ' The Trust Company. ' ' See for conditional subscription to stock, Cook on Corporations, § 77- 89; Clark & M., Corp., §§455-464. Form 1111. APPLICATION FOR SHARES AND RECEIPT. To The Company, Gentlemen : Having paid to Messrs , bankers for the Company, the sum of $ , being a deposit of $ per share on shares of the stock of the above-named company, I request you to allot me that number of shares upon the terms of the prospectus dated , 19...., and I hereby agree to accept the same or any smaller number of shares that may be allotted to me, and to pay the balance of $ per share on allotment, as provided SUBSCRTPTTONS AFTER INCORPORATIOX. 637 by the said prospectus; and I authorize you to register me as the holder of such shares. Dated , 19 Name in full Address FORM OF RECEIPT. The Conijiany. (Banker's receipt to be retained by applicant.) Received this day of , 19...., of the sum of $ , being a deposit of $ per share upon shares of the stock of the above company. For Messrs See for other forms of subscription to stock, Chapter XVIII, post. Form 1112. APPLICATION FOR SHARES WITH REMITTANCE. To the Directors of Company, Gentlemen ; Find enclosed herewith the sum of dollars, being a deposit of dollars per share on shares in the above named company. I request you to allot me that number of shares upon the terms of the company 's prospectus, dated the day of and I hereby agree to accept the same or any smaller number that may be allotted to me. Dated , 19 (Name.) % (Address.) See for other forms of subscriptions to stock, Chapter XVIII, post. Form 1113. ALLOTMENT LETTER. The Company. To , , 19 Sir: — In answer to your application for shares in this company, I have to inform you that the directors have allotted you shares. The total amount payable thereon upon application and allotment is $ You have paid on application $ , leaving still to be paid by you $......, which sum is now due and must be paid to the com- pany on or before the day of Yours truly, , Secretary. See as to allotment of stock subscribed for, Cook on Corporations, §§50, 62; Clark & M., Corp., §§512-514. 638 CORPORATION FORMS AND PRECEDENTS. Form 1114. SUBSCRIPTION FOR PREFERRED STOCK— TO CARRY BONUS. The Company, Bankers and Brokers, Street, Gentlemen : I hereby make application for shares of the preferred capital stock of The Company of the par value of One Dollar ($1.00) each, at par, and agree to pay for the same as follows: 20% herewith, 20% in one month, 20% in two months, 20% in three months and 20% in four months from date hereof. It is agreed and made a part of this application that the undersigned shall receive, as a bonus, one share of full paid and non-assessable common stock for each share of preferred stock subscribed and paid for, without cost or liability to the undersigned. Name Address State Date , 19. .. . See as to "watered stock," Cook on Corporations, §§28-51; Clark & M., Corp., §§ 389-401. See for other forms of subscription to stock, Chapter XVI II, post. Form 1115. SUBSCRIPTION FOR STOCK OFFERED BY BROKERS. Date 19. Company, •> Chicago, Illinois. Gentlemen : Enclosed find $ in payment for shares of Co. stock, at per share, as per your offer of , 19 . It is understood that I receive the dividend which will be paid 19.... Name Address Form 1116. SUBSCRIPTION PAYABLE IN INSTALMENTS AND RECEIPT. No Shares 200. I, John C. Yeatman, of Kennett Sqr., State of Penna., do hereby sub- scribe for 200 shares of stock of the Southern Trust & Deposit Company of Baltimore, Maryland, duly incorporated by the Legislature of the State of Maryland, at the par value of fifty dollars ($50) per share> for which I agree to pay sixty dollars ($60) per share — thirty dollars ($30) per share to be paid when called for, or at the regular organization meet- ing; and I agree to pay for said stock in three (3) installments as follows: SUBSCRIPTIONS AFTER INCORPORATION. 639 Fifty per cent. (50%) in cash, twenty-five per cent, (25%) in six months, and the remaining twenty-five per cent. (25%) in twelve months after date hereof, ten dollars ($10.00) per share of purchase price to be placed in the surplus account of said company. Dated , 19. . . . John C. Yeatman. [Seal] Keceipt. Kennett Sq., Penna., April 19, 1901. Received of John C. Yeatman, of Kennett Sq., Pa., certificate of stock in the Monumental Savings Association of Baltimore, Md., No. of shares (104), and check for twenty six hundred dollars, in full payment of (200) shares of stock of the Southern Trust & Deposit Company of Baltimore, Md., and I agree to return certificate of stock to the said John C. Yeat- man for ($3,000.00) three thousand dollars of the said Monumental Sav- ings Association of Baltimore, Md., the trust company stock to be issued after the organization meeting. (Signed) John Sherman. (Seal.) The above instruments were construed in Southern Deposit Co. v. Yeat- man, l.'H Feil. 810, and it was held that the corporation could not demand the enforcement of the subscription agreement, save upon the agreed terms. See as to conditional subscriptions, Cook on Corporations, §83; Clark & M., Corp., §§ 455-464. Form 1117. SUBSCRIPTION FOR STOCK PAYABLE IN INSTAL- MENTS. Whereas, The . .-. Company is a corporation organized and existing under the laws of the state of , with an authorized capital stock of Dollars ($ ), divided into ( ) shares of the par value of Dollars ($ ) each, of which shares ( ) shares were subscribed, issued and paid for in cash at the time of incorporation, and it is proposed that of the balance of shares remaining unissued, shares shall be disposed of upon such terms and conditions and to such persons as the Board of Directors of said Company may hereafter in their discretion determine are for the best interests of said Company, and that shares of said capital stock be now offered for subscription; and Whereas, said The Company proposes among other things to acquire shares of stock, and bonds and other securities, of various corporations and of other corporations, and to make payment therefor in whole or in part in its stock, bonds, debentures or collateral certificates, or otherwise pay for the same in pursuance of the authority in its certificate of incorporation and by law conferred; and to maintain, construct and operate , and to exercise all or any of the powers embraced in its Certificate of Incorporation when and as its Board of Directors may determine: Now, Therefore, I, , the undersigned, do hereby sub- scribe for shares of the capital stock of said The Company, and I do hereby agree with said The Company to make the payments under my said subscription as follows: per cent. (..%), or Dollars ($ ) per share 640 CORPORATION FORMS AND PRECEDENTS. upon and at the time of this subscription, and per cent. (..%), or Dollars ($ ) per share on , 19 .... , at the Bank of , No Street, , when the engraved certificates of stock ( per cent. (..%) paid) shall be ready for delivery, and the balance when and as called by the said Board of Directors, provided, however, that after the payment of said two instalments provided for above, amounting to a total of dollars ($....) per share, I, the undersigned, shall no longer be liable for any balance of my subscription, excepting upon such shares as shall stand of record on the books of the Company in my name at the time any subsequent assessment or call is made; but the holder or holders of such shares of record on the books of the Company at that time, and they only, shall be liable for the same. The Company reserves and shall have the right to reject or reduce this subscription prior to , 19. . . ., notwithstanding its acceptance of the said payment of dollars ($ ) per share upon this subscription and to return -the money paid by the undersigned on account of said subscription. Shares Total Subscription $ Amount due on subscription, $ , 19. . . . Dated , , 19 (Name) (Seal.) (Address) See for other forms of subscription to stock, Chapter XVIII, post Form 1118. RECEIPT FOR INSTALMENT PAID UPON FOREGOING SUBSCRIPTION. The Company. No Beceived from the sum of dollars ($ ), being payment of dollars ($ ) per share on shares of the capital stock of The Company. This receipt is not negotiable and is accepted by the person to whom given, his successors and assigns, subject to all the terms, provisions and conditions of the subscription agreement under which it is issued, and is exchangeable on and after , 19. . . ., for the negotiable receipts of the Bank of , No Street, , for shares allotted under said subscription. The Company reserves hereby and shall have the right to reduce or to cancel the entire subscription upon which this receipt is issued, and to return the money paid, in all cases in which this receipt is not presented for exchange in accordance with the allotmont made, on or before , 19 ... . The Company, By Dated , 19 Treasurer. Countersigned: Auditor. See Form 1121, post. SUBSCRIPTIONS AFTEK INCORPORATION. 641 Form 1119 SUBSCRIPTION CERTIFICATE ISSUED UNDER PRE- CEDING SUBSCRIPTION. , >') Shares This Certifies That has paid dollars, being one-half of the first installment of .... per cent (..%), on shares, each of the j)ar value of dollars ($ ), of the Capi- tal stock of The Company, in accordance with the terms and provisions of a certain subscription agreement dated , 19. . . ., and deposited with the Bank of Street, Upon the payment of the remaining half of the first installment of .... per cent. (. .%) on , 19. . . ., when the engraved certificates for stock will be ready for delivery and after the endorsement hereon of said payment the holder hereof will be entitled to receive a certificate for shares of the Capital stock of The Company, per cent. (..%) paid. The holder hereof takes this. Certificate wnth notice of said subscrip- tion agreement and subject to all the terms and conditions thereof. Bank of By , Secretary. For The Company. Dated, , 19. . . , Form 1120. INSTALMENT CERTIFICATE ISSUED PURSUANT TO FOREGOING SUBSCRIPTION. Incorporated under the laws of the state of No Shares. The Company. Authorized Capital, $ Shares $.... each. , shares. ( This certifies that , is the owner of shares of the Capital Stock of The Company, transferable only on the books of the Company in person or by attorney, on the surrender of this certificate per cent. (..%) of the par value has been paid in cash upon the said shares of stock specified in this certificate. The above named holder of this certificate hereby accepts the same subject to liability for the payment upon said shares of all installments not noted as paid upon the face or reverse of this certificate, which shall be called by the Board of Directors prior to the transfer of this certificate, upon the books of the Company. In Witness Whereof the President and Secretary oi this Company have 642 CORPORATION FORMS AND PRECEDENTS. hereunto subscribed their names and the corporate sesfl has bcon hereto aflixed, this day of , A. D. 19. . . . [Corporate Seal] Countersigned at , , 19.... President. Transfer Agent. Treasurer. By Secretary. Registered at , , 19. . . . The Trust Company, Registrar. By , Secretary. (Endorsement.) For value received .... hereby sell, assign, and transfer unto shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to trans- fer the said stock on the books of the within named Company with full power of substitution in the premises. Dated , 19 In presence of •• w>.|l. Notice. The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, with- out alteration or enlargement, or any change whatever. Form 1121. RECEIPT FOR SUBSCRIPTION. The Company. No. . ... ., i St., ••: / 19.... Received of ..., .:■.'. .v.. dollars ($ ) in full pay- ment for shares of the common stock of The Company. This receipt will be exchangeable, on surrender, for engraved certificates when the same are completed. Company, By President. See Higginbotham v. International Trust Co., 126 N. Y. Supp. 366, where it was held that the president of the corporation had power to receive the payment of subscriptions for its stock and to issue a receipt in the above form. See Form 1118 supra. Form 1122. SUBSCRIPTION FOR STOCK ABOVE PAR. Authorized Capital, .$1,000,000. Authorized Surplus, $500,000. The Trust Company. , President. Street, The undersigned hereby subscribe for the number of shares of the Capital Stock of The Trust Company, set opposite their SUBSCRIPTIONS AFTER INCORPORATION. 643 respective names, at Ohe Hundred Fifty Dollars ($150) por share, $100 per Bliaro to be ai)plied to the Capital account, -and $50 per share to the Surplus account, payable as follows: $25 per share at date of subscrip- tion :iii(l $1^5 per month until the amount subscribed ia fully i>aid. The right is reserved to reject any subscription, or to allot a less number of shares than have been subscribed. Make all checks payable to the Com- pany. Xame. Address. Shares. Amount. See for right of prior stockholders to subscribe for increased stock at par Cook on Corporations, §*286; Clark & M., Corp., §§408-409, 388; Hammond v. Edison Illuminating Co., 131 Mich. 79, 100 Am. St. Eep. 582; Jones V. Concord & M. E. R., 67 N. H. 110; Electric Co. of America v. Edison Electric 111. Co., 200 Pa. 516; Real Est. Trust Co. v. Bird, 90 Md 229. But see Stokes v. Continental Trust Co., 91 N. Y. Supp. 239, athrmed 186 N. Y. 285. See as to right to dispose of treasury stock, Crosby v. Stratton, 17 Colo. App. 212, reversed on rehearing Crosby v. "Woodbury, 37 Colo. 1. Form 1123. SUBSCRIPTION AGREEMENT PROVIDING FOR THE ISSUE OF PREFERRED STOCK. We, the undersigned, severally subscribe for the number of shares set opposite our respective names hereunder to the capital stock of the Company, a corporation of , and we severally agree to pay to said Company for each share the sum of $100. It is further agreed, and this subscription is made upon the condition that the capital stock of said Company shall be divided into preferred stock and common stock as follows: shares of stock of said Company of the aggregate par value of $ shall be Seven per cent, cumulative preferred stock, preferred both as to assets and dividends, and shares of the capital stock of said Company, of the aggregate par value of $ shall be common stock; the par value of each share of stock of the Company, both preferred and common stock, shall be $100. Each share of said preferred stock shall be entitled to have and receive, or have set apart for it from the net earnings or the surplus of said Company if and when and as declared, cumulative dividends at the rate of Seven per cent, per annum, beginning , 19. . . ., payable semi-annually if and when and as declared out of the net earn- ings of such fiscal year, or the surplus, on such dates as may be fixed from time to time by resolution of the board of directors of said Com- pany, before any dividends for such year shall be paid or set apart for the common stock of said company. Any such surplus or net earnings of any fiscal year, or other fixed period, shall be applied as far as may be necessary to the payment of any deficiency in any dividend on such preferred stock for any preceding fiscal year or period, and no dividends shall be paid upon the common stock of said comi)any uidess and until there have been paid to, or set apart for the holders of said preferred 644 CORPORATION FORMS AND PRECEDENTS. stock, said full Seven per cent, per annum dividends on all the said pre- ferred stock for each preceding fiscal year or period since , 19....; but the holders of said preferred stock shall in no event be en- titled to any dividends in excess of said Seven per cent, per annum pay- able as aforesaid and the arrears thereof. After all accumulated dividends on said preferred stock for all pre- vious years, or other fiscal periods since , 19. . . ., shall have been declared and shall have become payable, and the accrued semi-an- nual installment of the current year shall have been declared, and the Company shall have paid all such accumulated dividends for all pre- vious years, or other fiscal periods since , 19...., and also such accrued semi-annual installment for the current year upon said preferred stock, or shall have set apart from the surplus or net earnings a sum suflScient for the payment of all thereof, dividends may be declared by the board of directors on said common stock, payable out of any remaining surplus or net earnings of the company. Upon the dissolution, insolvency, liquidation, or winding up of the said Company, whether voluntary or involuntary, or upon any sale or other disposition of its property, its assets remaining for distribution after all its indebtedness or liability shall be fully discharged, shall be distributed among the holders of the preferred stock and of the common stock of said company according to the following order, priority and manner, that is to say: First, the holders of said preferred stock of the company shall share equally and shall be entitled to be paid in full both tlie par amount of their shares and all unpaid dividends accumulated or accruing thereon since , 19. . . ., before any amount shall be paid to the 'holders of said common stock, and in case such assets of the company shall be insufficient to pay said preferred stock in full, then such assets shall be applied and distributed pro rata to said preferred stockholders. Second, after the payment in full of the par value of all tlie said pre- ferred stock and the payment in full of all unpaid dividends accrued or accumulated on said preferred stock since , 19 .... , then any and all remaining assets and funds of the company shall be divided and paid to the holders of the common stock equally and pro rata, according to their respective shares of said common stock. The terms and provisions of this subscription shall be and constitute, and are an agreement by and between the undersigned stockholders of said Company (being all of the stockholders of said company) with each other, and also by and between the said Company and all of the stockholders of said company, and each of them, respectively, for themselves, their executors, administrators and assigns respectively, and the substance of this agreement shall be printed upon the face of all the stock certificates of said company, and all of the terms, conditions and agreements hereof shall run with the capital stock of said company, and shall be binding upon all assignees and holders of the stock of said com- pany at any time. In "Witness Whereof we have hereunto mutually set our hands and seals, and set opposite to our signatures hereunder the number of shares of the capital stock of said company hereby subscribed for by the under- SUBSCRIPTIONS AFTER INCORrORATIOX. 645 signed severally, and of the classes, whether preferred or common, and the afjgrcgate par value thereof. Dated , , 10 Name. No. of Shares. Prefcrreii. Common. Amount. See genemllv as to preferred stock. Cook on Corpnratioiis, §§ 267- 278; Clark & Si., Corp., §§413-419. Form 1124. PREFERRED STOCK SUBSCRIPTION AGREEMENT WITH BONUS OF COMMON STOCK. Company Trust Building, Philadelphia, Pa. Capital $4,.'){)0,0n0, consisting of 900,001* shares of $5 each. Preferred Stock 100,000 Shares; Common Stock 800,000 Shares. Subscriptions hereunder are made upon the following understanding: 1. That this Company has acquired Letters Patent of the United States of America granted to , No , re-issued as No , , 19 , No , , 19 , and No , , 19 .... , covering the Machines. 2. That the Preferred Stock shall receive all of the net earnings up to its total par value, so returning the full amount of this subscription, and it shall then be converted into Common Stock. That the said Preferred Stock shall be a first lien to the amount of its principal upon the assets of the Company. That without the consent of two-thirds in amount of the Pre- ferred Stock, there shall not be created any other stock ranking equally with or in priority to it. 3. That with each share of Preferred Stock the subscriber shall receive as a bonus three shares of full paid Common Stock from The Trust Company of , Trustee deliverable upon the subscription I)ayment. 4. That no subscription shall be binding unless and until $350,000 of Preferred Stock is subscribed, the remaining $150,000, or any part thereof not subscribed hereunder, to be retained in the Treasury to be sold if required, for the benefit of *the Company. Subscriptions may be taken upon duplicates hereof, all of which shall be taken as one original. 5. The Company reserves the right, in event of over subscription to make allotments as it may see fit. We, the undersigned, hereby subscribe to the number of shares of the preferred Capital Stock of the Company at $5.00 per share, set opposite our respective names below, agreeing to pay for the same to The Trust Company of , Trustee, after $350,000 has been subscribed hereunder, 25% on ten days call and 25% each in thirty, sixty and ninety days thereafter. Negotiable receipts will be given. Dated , 19 646 CORPORATION FORMS AND PRECEDENTS. Signatures. Shares. Amount. See generally as to preferred stock, Cook on Corporations, §§267-278; Clark & M., Corp., §§ 413-419. As to conditional subscriptions, see Cook on Corporations, §§77-89; Clark & M., Corp., §§455-464. Form 1125. SUBSCRIPTION AGREEMENT FOR STOCK IN AN ILLI- NOIS CORPORATION SOLD BY A NEW JERSEY CORPORATION. This agreement made this day of , 19. . . ., be- tween the *..... Company (hereinafter called the Company), a New Jersey corporation, and the undersigned, other than the Company (hereinafter called the ' ' Subscribers ' '), Wit- nesseth: Whereas, The Company proposes to sell fifty-seven thou- sand eight hundred and eighty-three (57,883) shares of the capital stock of the Corporation (hereinafter called the Corporation), with fourteen thousand five hundred (14,500) shares of the preferred stock of the Company, and to oifer the said stock to stockholders of the Company ; and Whereas, It is contemplated that the committee hereinafter named shall apportion the said stock among the subscribing stockholders of the Company, or their nominees as nearly as may be without involving the allotment of fractional shares, pro rata, according to the respective hold- ings of record of such stockholders on , 19. ... ; Now, Therefore, this Agreement Witnesseth : That the subscribers hereby agree, severally but not jointly, with the Company and with each other, to purchase the amount of stock of the Corporation, set opposite their respective signatures hereto, or such lesser amounts as shall be allotted to them, and to pay therefor seventeen and 50-100 dollars ($17.50) per share, of which amount ten per cent. (10 per cent.) shall be payable at the time of subscription, ten per cent. (10 per cent.) on January 30, 19...., twenty per cent. (20 per cent.) on April 15, 19...., twenty per cent. (20 per cent.) on October 15, 19...., and the balance of forty per cent. (40 per cent.) on January 15, 19. . . . Allotments shall be made by or their successors, a committee (hereinafter for brevity called the "com- mittee"). Each allotted subscription of seventy dollars ($70) shall entitle the subscriber, in addition to the four (4) shares of stock of the Corporation, to one (1) share of the preferred stock of the Company. If default shall be made by a subscriber in the payment of any amount due hereunder, the committee is hereby authorized to sell at any time, and from time to time, without notice, either at public auction or private sale, the whole or any part of the stock held by it to which subscriber is entitled, ; nd is hereby given the privilege and right to purchase such stock for the SUBSCRIPTIONS AFTER INCORPORATION. 647 Company, not as j)]o(lg('o, but for the aVjsolute account of the Company, and free from any equity of redemption, and apply the net proceeds, after payinj^ the expenses of sale to the amounts due from such subscribers to the Company ac- counting for the surplus, if any; and each subscriber agrees in case of such default on his, her, or its part, or of any deficiency on any such sale, to pay forthwith the amount thereof and expenses to the committee for the account of the Company. The committee may sell, or otherwise dis- ]>ose of, upon such terms and in such manner and at such times as it may determine, any stock so purchased on behalf of the Company. The committee may. from time to time collect and receive any and all dividends upon the shares of stock hereby subscribed, apjilying the amounts so collected in reduction of the amounts due from the subscribers to the Company hereunder. If the committee shall procure for the Company any loan or loans, the committee may pledge the stock covered hereby as collateral security therefor up to the amounts due on the purchase price thereof, and the Company may assign its interests here- under in furfher security thereof. This agreement shall become binding at the option of the committee, which shall give notice thereof and of the allotments hereunder to the sub- scribers, by mailing appropriate notices to them at their respective addresses. The committee shall have the right at any time prior to January 1.5, 19. . . ., to sell, but only to the Company for the account of the subscribers, the stock of the Corporation hereby subscribed, at not less than eighteen dollars ($18) per share. Delivery of the stock so sold shall be made when and as directed by the committee, upon receipt of the proceeds thereof, which shall be credited upon the subscrip- tions until they are fully paid. Any surplus then remaining shall be dis- tributed pro rata among the various subscribers. Any subscriber who shall have made full payment of his allotted sub- scription hereunder, shall be entitled to receive from the committee, on January 15, 19. . . ., or within thirty (30) days thereafter, his pro rata pro- portion of the fourteen thousand five hundred (14,500) shares of stock of the Company, and, in addition, his pro rata proportion of the stock of the Corporation, or of the proceeds thereof, and at the same time shall be permitted to have such pro rata proportion of both stocks transferred into his own name or that of his nominee on the books of the re&pcctive companies. Any subscriber may at any time make advance payment of his subscription and obtain a discount thereon at the rate of six per cent. (6 per cent.) per annum. It is understood that the committee shall, in so far as is necessary, apply any amounts received hereunder in procuring stock of the Corporation, but that it will make no payment to that end without re- ceiving at least as great an amount of such stock as such payment would purchase hereunder. The committee shall have the right to dispose of any and all frac- tional shares of stock upon such terms, in such manner and at such times as it may determine, and shall apply the proceeds thereof upon the subscriptions hereunder. The committee assumes no responsibility by reason of any error of 648 CORPORATION FORMS AND PRECEDENTS, t law, or of any matter or thing done, or suffered or omitted to be done, under this agreement, except that each member of the committee shall be liable for his own individual wilful neglect or malfeasance. The action of a majority of the members of the committee, expressed from time to time at a meeting thereof, or by wTiting with or without a meeting thereof, shall, except as herein otherwise provided, constitute the action of the committee and have the same effect as though assented to by all. Any member of the committee may vote or may act in person or by proxy. Any member of the committee may at any time resign by giving to the other members his resignation in writing, to take effect ten days thereafter. In case of the death or resignation of any member of the committee, or of his inability or incapacity to act, the vacancy so occurring shall be filled by a majority vote of the surviving or acting members. It is understood that the committee is not to be responsible for any informality in or invalidity of said shares of stock, and that no sub- scriber is to be released from his obligation because of such informality or invalidity. The right is reserved to the committee to allot less than the amount of stock subscribed for hereunder, and to reject any or all subscriptions. This agreement is to be ma9e and performed in the State of New York and construed according to its laws. This agreement shall be binding upon the successors, assigns and per- sonal representatives of the parties hereto, and may be signed upon any ' number of counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument. In Witness Whereof, the parties hereto have executed this agreement the day and year first above written. [Corporate Seal] .ompany, By , President. Attest : Secretary. Names of Subscribers. No. of Shares. See generally as to the power of one corporation to hold stock in another corporation. Cook on Corporations, §§64, 309-317; Clark & M., Corp., §§ 193-198, 448d. Form 1126. SUBSCRIPTION BY CORPORATION PAYABLE IN PROPERTY. The undersigned, .Tones-Thompson Investment Company, a domestic corporation, hereby subscribes for six thousand shares of the par value of one dollar each, and of the total par value of six thousand dollars, of the capital stock of the Cascade Steel Foundry Company, a corporation organized under the laws of the state of Washington, with a total capital stock of two hundred thousand dollars divided into two hundred thousand SUBSCRIPTIONS AFTER INCORPORATION. 649 shares of the par value of one dollar eaoh. The undersigned corporation agrees to pay the amount of said swlisi-ription however, only by the execu- tion and delivery to the Cascade Steel Foundry Conijtany of a good and suflicient warranty deed for a tract of ten acres situated in section 18, township 23 north, range 5 east, King county, Washington, more particu- larly described in that certain contract of even date between the parties, and it is understood that this subscription is a part of said agreement, which would not have been made had this subscription not been executed. The undersigned agrees to accept the shares of stock hereby subscribed in payment of the sum of six thousand dollars, required by paragraph 2 of said contract, but said stock shall be fully paid and nonassessable, and shall be so issued by the corporation in payment for the ten acres of land described in said contract, and will be accepted by the undersigned cor- poration in full payment for said land. No obligation shall attach to this subscription however, unless the said Cascade Steel Foundry Com- pany shall first proceed to construct on said property a plant for the manufacture of steel castings as provided in said contract, and shall ex- pend the sum of five thousand dollars upon said ground in labor and im- provements preparatory to the construction of said plant. Dated at Seattle, Washington, this 10th day of August, 1907. Jones-Thompson Investment Company, [Corporate Seal] By Fred R. Thompson, President. Attest : A. A. Jones, Secretary. See Jones-Thompson Invest. Co. v. Cascade Steel Foundry Co., 110 Pac. (Wash.) 417, where the above instrument was involved. See as to ^subscriptions by corporations, Cook on Corporations, §64; Clark & M., Corp., § 448d. See as to issuing stock for property. Cook on Corpora- tions, §§18-24, 43-50, 423, 766; Clark & M., Corp., §§383-386. Form 1127. SUBSCRIPTION CONTRACT WITH COLLATERAL AGREEMENTS. St. Louis, ]\Io., Feb. 18, 1904. We, the undersigned, subscribe and agree to pay for in cash, for the number of shares of the capital stock of the Simpson Catering Company, of St. Louis, Missouri, set opposite our na^nes. ]\Ioney to be deposited with the Commonwealth Trust Company, of St. Louis, Missouri, as bankers to the credit of the Simpson Catering Company, upon the condition that all the received money is to be used for the general running expenses and the building of buildings, improvements and equipment, according to the plans and specifications and drawings made by the architect, and that upon delivery of the check or cash to the company, or the trust com- pany, a certificate of stock to the amount is to be delivered to the jnir- ohaser of the stock, of the par value $100 each, paid for at par. The con- cession is granted and is assigned to the Catering Company by Mrs. Corinne Simpson, and the bond and all stipulations have been complied with to the Fair Company. The building shall have a seating capacity of 1.000 persons, and shall be conducted as an eating house, restaurant, buffet and general refreshment place during the term the St. Louis World's Fair Exposition is in progress. The capital stock of the com- 650 CORPORATION FORMS AND PRECEDENTS. pany is fifty thousand dollars, par value, one hundred dollars each, and fifteen thousand dollars of this stock is to be sold at par, and ten thou- sand dollars will be left in the treasury for raising further funds if necessary. It is agreed by the board of directors that the subscriber of this fifteen thousand dollars will be paid his money back first before any dividends are paid on the promoters' stock, and that there is a sinking fund set aside for the actual daily rental expenses of the cost of the building to not be used for any other purposes until the fifteen thousand is paid back to the holders of the stock, who advanced the money and then the profits derived from the earnings shall be paid in weekly divi- dends for the whole stock. The board of directors shall meet once a week and declare such dividends as may be necessary from the profits derived. Name. Residence. No. of Shares. See Sherman v. Shaughnessy, (Mo.) 129 S. W. 245, where the above instrument was construed, and the subject of treasury stock was consid- ered, as well as the necessity of the tender of stock to the subscriber. See for conditional subscriptions, Cook on Corp., §83; Clark & M., Corp., §§455-464. Form 1128. TRANSFER OF SUBSCRIPTION. I, , of , in consideration of Dollars, lawful money of the United States, to me paid by , the receipt whereof is hereby acknowledged, and for other good and valu- able considerations, have sold, assigned, transferred and set over, and by these presents do sell, assign, transfer and set over unto said all my right, title and interest as a subscriber to the capital stock of Company, a corporation organized under the laws of the State of , to the extent of shares of said capital stock and I hereby request and direct the said Company by its proper officers to issue a certificate for said shares to the said or to whomsoever he may direct. In Witness Whereof, I have hereunto set my hand and seal this day of ,19 . . . .v. »•.->:! [Seal] Witnessed by: See generally as to the rig to substitute stockholders before incor- poration. Cook on Corporations, §62; Clark & M., Corp., §§557-562. Form 1129. TRANSFER OF SUBSCRIPTION. The undersigned, for valuable consideration, does hereby sell, assign, transfer and set over, all his right, title and interest as a subscriber to the stock and as an incorporator of t Company, a corporation organized and existing under the laws of the State of , to the extent of shares, unto , hereby requesting that SUBSCRIPTIONS AFTER INCORPORATION'. 651 a certificate of said shares of stock })o issutil by tlie proper oflBcers of said corporation unto the assignee herein naiiied, or to his assigns. Dated, , 19 (Signature) Witnessed by : Form 1130. ASSIGNMENT OF SUBSCRIPTION (ANOTHER FORM). For Value Received, I, , the undersigned subscriber to. shares of the (Japital Stock of the The Company, a corporation organized and existing under the laws of the State of , do hereby sell, assign and transfer unto all my right, title and interest in and to said shares of capital stock, and I tlo hereby authorize and empower the secretary of said The Company to register this transfer on the books of said company. In Witness Whereof, I have hereunto set my hand and seal, this day of , A. D. 19 (Name) [Seal] (Address) Witnessed bv: Form 1131. AGREEMENT TO ASSUME SUBSCRIPTION TO STOCK. In consideration of George A. Fernald & Company subscribing for 5,000 shares of common stock of the C, H. & D. Eailroad Company under the sub- scribers' agreement of May 19, 1904, with George W. Young and others as syndicate managers, and for other valuable considerations, moving from said George A. Fernald & Company to us, the receipt of which is hereby acknowl- edged by us, we hereby agree that in case the negotiations now pending for the Pere Marquette Railroad Company acquiring the capital stock of the Chicago, Cincinnati & Louisville Railroad Company, and issuing temporary bonds in payment therefor, not being consummated and carried out on terms satisfactory to William A. Bradford, Jr., on or before the time when the first installment upon said subscriptions shall become due and payable (not later than June 30th, 1904), we, the undersigned, Newman Erb and F. H. Prince & Co., .jointly and severally, agree to and will assume and take off the hands of said George A. Fernald & Co. said subscriptions for 5,000 shares of common stock, and pay all liabilities connected therewith, including the installments called, or to be called, and to protect said Fernald & Co. against all liability connected therewith; said subscription to be thereupon assigned by said George A. Fernald & Company to us. Dated, , 19.... F. H. Prince & Co., Newman Erb. See Pere Marquette R. Co. v. Bradford, 149 Fed. 492, where the above instrument is considered. 652 CORPORATION FORMS AND PRECEDENTS. Form 1132. GENERAL POWER OF ATTORNEY TO ACCEPT TRANS- FERS OF STOCK AND TO ACT AFTER ORGANI- ZATION— (MAINE). Know All Men by These Presents, That we, the undersigned, whose residences are stated opposite our respective signatures, do hereby jointly and severally constitute and appoint , and , of , in the County of and State of Maine, or eitfier of them, our true and lawful attorney, with power of substitution to accept transfers for us and in our several names and stead, at any time after the filing of the certificate of organization of the , a corporation to be organized under the laws of the State of Maine, and before the final adjournment of the meeting of associates, of all or any of the stock of said Company held or subscribed for at organization by such associates as shall have subscribed for not exceeding two shares of its capital stock, and in our several names and at their discretion to vote at any adjourned meeting of associates at which we may be entitled to be represented by virtue of being stock- holders by transfer as aforesaid; and for us and in our several names and stead to sign our names to the confirmation of the records of any such meeting. Hereby granting unto our said attorney full power and authority to act in our several names and stead, concerning the premises, as fully and effectually as we might severally do if personally present. In Witness Whereof, we have hereunto set our hands and seals this day of , A. D. 19 Names. Eesidences. See for other forms of powers of attorney. Forms 1850-1856, post. Form 1133. POWER OF ATTORNEY TO ACCEPT STOCK. Know all men by these presents, that , of ., do make, constitute, and appoint , true and lawful attorney (with full power of substitution) for in name and on behalf, to accept the transfer or transfers made xinto of shares in the capital stock of the Company, a corporation organized and existing under the laws of , and generally to do all lawful acts requisite for effecting the premises; hereby ratifying and confirming all that said attorney Cor his substitute or substitutes) shall do therein by virtue hereof. SUBSCRIPTIONS AFTER INCORPORATION. 653 In witness whereof have hereunto set hand and seal at this day of , A. D. 19 [Seax.] Signed, sealed and delivered in the presence of: See Forms 1850-1856, post, and Forms 1095, 1098, supra. Form 1134. REVOCATION OF SUBSCRIPTION. To the Company, a corporation organized and existing under the laws of the State of : Whereas on the day of , 19 , I, the under- signed did subscribe for shares of the capital stock of The Company, and. Whereas my said subscription has not been accepted by said Company, (if the subscription is voidable for any other reason state such reason, as for example, that it was procured by fraud, misrepresentation, etc.) Now Therefore, I hereby withdraw my said subscription, and cancel and annul in all respects the same, and do hereby notify you of my cancellation, withdrawal, and revocation thereof. [Seal] Dated ,19.... See for right to withdraw a subscription, Cool: on Corporations, §§ 167- 170; Clark & M., Corp., §451. See Forms 1099, 1100 for revocation of subscription made before organization. Form 1135. NOTICE OF REVOCATION OF A SUBSCRIPTION HELD IN ESCROW TO CUSTODIAN OF ESCROW. 19 Gentlemen : — Eef erring to a certain document now in your custody entitled "Sub- scription for Capital Stock of The Bailway Company" dated J 19. ... , and signed by me, in reference to the purchase by me from the Construction Company of Fifty shares of the capital stock of the Eailway Company, I hereby notify you that I have revoked any offer or undertaking in such instrument contained, and have given to the Construction Company notice of such revocation. You will therefore take notice of my action. aTi. . ... Upon motion, duly made and seconded, it was resolved that the Board of Directors be and it is hereby authorized to issue the capital stock of this corporation, to the full amount authorized by the certificate of incorporation, at such times and in such amounts as shall be determined by the Board, and to accept in payment therefor cash, labor done, per- sonal property, or real property or leases thereof, or such other property as the Board of Directors may determine shall be necessary for ' the business of this company. A proposed agreement between and this corporation for the sale to this corporation of certain property therein described was presented, such agreement being in words and figures as follows: (Here insert copy of agreement.) The following resolution was thereupon introduced, and, on motion duly made and seconded, was unanimously adopted: Eesolved that this corporation accept the offer of to sell to it the property described in said proposed agreement, and that the Board of Directors is hereby authorized to execute said agreement in the name and on behalf of this corporation, and to issue certificates of full paid capital stock of this corporation to the aggregate amount of Dollars, as provided in said agreement, if such action is deemed by the Board to be advantageous and for the best interests of the corporation. Upon motion, duly made and seconded, it was resolved that payment of subscriptions by the incorporators to the capital stock of the corpora- tion as evidenced by the Certificate of Incorporation, and of any assess- ment levied thereon, be deemed to be made by the property agreed to be sold to the corporation as set forth in the said proposed agreement, it having been agreed between the said and the incorpo- rators that the stock to be issued to the said , and to whomsoever he might designate, pursuant to said agreement should include the stock subscribed by the said incorporators, respectively. Upon motion, duly made, and- seconded, the meeting adjourned. Secretary. See for forms relative to assessments on stock, Chapter XIII, post. ORGANIZATION MEETINGS. 665 Form 1145. MINUTES OF FIRST MEETING OF STOCKHOLDERS. The first meeting of the stoekholtiers of the Com- pany, was held at the oflice of the Company, No , Street, in , on the .... Jay of , 19' Pursuant to the call of , all of the stockholders of the Company were present except the persons represented by proxy as here- under specified their names being as follows: Mr was elected Chairman of the meeting and "Mr. was elected secretary thereof. All the shareholders of the Company being personally present or rep- resented by proxy, the reading of the formal notice calling the meeting was dispensed with, and the meeting declared to have been regularly called. (If all the stockholders are not personally present or represented by proxy, then it will be necessary to file among the procee•.■•■...••■.... •...•■........•••■-«« We, the undersigned, being all of the Directors of The Company, a corporation created and existing under the laws of the State of do hereby severally waive notice of the time, place and pur- 670 CORPORATION FORMS AND PRECEDENTS. pose of the first meeting of the Board of Directors of said corporation, and agree that said meeting shall be held on the day of , A. D at o 'clock M., at in and State of ; and further we do consent and agree to the transaction of such business as the directors may deem proper, necessary or advisable to consider and pass upon, do and perform at said meeting, in- cluding election of officers, issuance of the capital stock of the corporation, and purchase and acquisition of property of every kind and nature. Dated , 19 Form 1153. MINUTES OF ORGANIZATION MEETING OF DIRECTORS OF ARIZONA CORPORATION. The organization meeting of the Board of Directors of the , a corporation of the State of Arizona, was held in the city of , in the State of , at o 'clock in the noon of the day of , A. D. 191 . . . . , pursuant to Waiver of Notice signed by all directors named in the Articles. Present : Messrs : , being a majority (all) of the said directors. On motion made, seconded and carried, Mr , was elected temporary Chairman and Mr was elected temporary Secretary. The secretary presented and read a copy of the Articles of Incorporation of the company, which was certified to by the Corporation Commission of Arizona, and which showed the company to have been incorporated on the day of , 191. . . . Whereupon it was moved, seconded and carried that the said copy of Articles of Incorporation be correctly transcribed in the minute book of the company immediately following the minutes of this meeting. The Chair announced the election of officers to be in order. Whereupon Mr moved that Mr be elected president, which motion was duly seconded and unanimously carried. The President assumed the chair. On motion of Mr , seconded by Mr , the fol- lowing persons were elected to the offices set opposite their respective names: , Vice-President, ." , Secretary, , Treasurer. The secretary-elect assumed the duties of secretary of the meeting. On motion of Mr , seconded by Mr , the fol- lowing resolution was adopted: Eesolved, That , of , Arizona, who has been a resident of Arizona for three years, be and he hereby is appointed Legal or Statutory Agent of the company in Arizona, pursuant § 24 of the Corpor- ation Act of 1912, and that the President and Secretary execute in behalf of this Company, and under its Corporate Seal, the requisite and proper in- ORGANIZATION MEETINGS. 071 strunient of appointment and cause the same to be filed in the oflBce of the Corporation Coninii.ssion of Arizona. The Chair announced the adoption of By-Laws to be in order, and there- upon Mr presented a form of By-Laws and moved that the same be read aloud by the secretary, which motion was duly seconded and carried. T'pun the completion of the reading of the said form of By-Laws, it was moved by Mr , and seconded by Mr , that the same be adopted as the By-Laws of the company, which motion being put, was duly carried. The By-Laws adopted are as follows: (Here insert by-laws.) Upon motion of Mr , seconded by Mr , the. secretary of the company was authorized to receive subscriptions to the capital stock of the company, whereupon he presented a form of stock sub- scription and the same was duly subscribed to by the directors present, such certificate and subscribers being as follows: We, the undersigned, hereby subscribe for the .number of shares of the capital stock of the as is set opposite our respective names and agree to pay for the same at such times and in such manner as the directors may designate. Name. Eesidence. No. Shares. On motion made and seconded, it was resolved that the said subscribers to capital stock be requested by the treasurer to pay in their subscriptions in cash at par; and that upon the payment of such subscriptions the President and Secretary of the company shall issue certificates of stock in accordance therewith. The following communication was received: , 191--- To the Board of Directors of the Gentlemen : hereby offer to sell and transfer to the for the consideration of one dollar and dollars of the capital stock of the said company, consisting of shares, the following de- scribed property, owned by , viz : If the foregoing proposition is accepted by you, hereby agree to transfer from the said shares of stock to the company, or to such person as you may name, shares, to be disposed of as the board of directors may prescribe for the benefit of the company. Eespect fully. After due consideration, upon motion of Mr , seconded by Mr , the following resolution was adopted: Resolved, That the proposition of Mr , dated , submitted to this board, be and the same is hereby accepted, it being the opinion of this board that the property therein mentioned is worth one dollar, and the full par value of the shares of capital stock offered to be accepted therefor, and necessary for the uses and purposes of this com- 672 CORPORATION FORMS AND PRECEDENTS. pany ; and the president and secretary of the company are hereby directed to complete the purchase of the saiil i)roperty by the payment to said of the sum of one dollar and the issuance of of shares, representing dollars of the capital stock of this company, on delivery to this company of a satisfactory deed convey- ing the said property to it, which said shares shall thereupon and thereby become and be full-paid, as provided by the Articles of Incorporation of the company. On motion made and seconded, the President of the company was in- structed to procure a book of suitable stock certificates and a seal. Upon motion made and seconded, the meeting adjourned. President, Secretary. Form 1154. MINUTES OF FIRST MEETING OF BOARD OF DIREC- TORS OF THE COMPANY, AN ILLINOIS CORPORATION. The first meeting of the Board of Directors of the Company, was held at the oifice of the Company in the of , State of Illinois, on the day of , at o 'clock .... M. Present : Messrs. . , being a majority of the Board of Directors. On motion of Mr , duly seconded by Mr , Mr was chosen temporary Chairman, and on motion of Mr. , duly seconded by Mr , Mr was chosen temporary Secretary. The Secretary read a waiver of notice of the meeting, signed by all of the Directors, and the same was ordered to be spread upon the minutes. Such waiver read as follows: (here insert waiver.) There being a quorum present, on motion of Mr the Board proceeded to the election of officers. The following persons were unanimously elected officers of the Com- pany to serve until the next annual meeting of the Company and until their successors are elected and qualify: President : Vice President : Secretary : Treasurer : Upon motion of Mr , duly seconded by Mr , it was Eesolved, That the Treasurer of the Company give a bond in the sum of Dollars with two sureties acceptable to the President, and in the form presented at this meeting, and that a copy of said bond be appended to the minutes of this meeting. On motion of Mr , duly seconded by Mr , the following by-laws, were unanimously adopted : On motion of Mr , duly seconded by Mr , the following resolution was adopted: ORGANIZATION MEETINGS. 673 Eesolved, That an assessment of per cent be leviea upon each and every share of the capital stock subscribed for and said installments be, and the same are hereby, ordered to be paid by each stockholder as evidenced by their respective subscriptions, on or before the day of On motion of .Mr , duly seconaed by Mr , the following resolution was adopted: Resolved, That the form of stot-k certificate presented at this meeting be and the same hereby is approved as to form, anrea3, the said party of the first part has for many years been doing business in said City of , State of , as , and is the owner of the property and rights hereinafter described. And Whereas, the said party of the second part which is a corporation organized and existing under the laws of the State of West Virginia, with an authorized capital stock of ($10,000) Ten Thousand Dollars, divided into One Hundred (100) Shares of the par value of One Hun- dred Dollars ($100) each, desires to purchase and acquire said business, property and rights. And Whereas, the Board of Directors of the said party of the second part have adjudged and declared that the said business, property and rights are of the full and fair value of Five Thousand Dollars ($5,000) over and above the obligations, liabilities and undertakings of the said party of the first part, which are hereinafter assumed by the said party of the second part, and that the acquisition of said business, property and rights is necessary and proper for the business of the said party of the second part, and for its best interest. Now, Therefore, This Agreement witnesseth: I. That the said party of the first part, in consideration of the prom- ises, agreements and undertakings hereinafter made and provided to be performed by the said party of the second part, has paid o the said party of the second part the sum of One Thousand Dollars ($1000) and has sold, assigned, transferred and set over, and does hereby sell, assign, transfer and set over unto the said party of the second part the following business, property and rights: (a) Twenty-five (25) shares, evidenced by Certificate No , of the preferred stock of The Company, a cor- poration, and twenty-five (25) shares evidenced by Certificate No of the common stock of said The Company. Said shares being of the par value of One Hundred Dollars ($100) each. (b) The right of said party of the first part to a certain sum of money amounting to Four Thousand Five Hundred Dollars ($4,500) due by said The Company to the said party of the first part and evidenced by an' accepted order made by the said party of the first part in favor of the said party of the second part tipon ^aid The Company, and accepted by said The Company. (c) The right to use the name in and in connection with the corporate name of the said party of the second part. 678 CORPORATION FORMS AND PRECEDENTS. (dj The business of the said party of the first part so carried on as J and the good -will thereof, and all business and contracts on hand, and all commissions and profits on unfilled orders taken by the said party of the first part doing business as , provided, however, and it is hereby agreed, that the said party of the first part in so transferring his said business, and commissions and profits, does not transfer or assign any commissions that may be payable to him on account of sales by him of made prior to December 1st, 19 . . . ., and provided further, and it is hereby agreed, that such sale and conveyance of the said business of said party of the first part shall take effect as of the , day of , 19. . . ., and shall include and pass title to any change in said business on or after said date, it being the intention of the parties hereto that the said party of the second part shall be deemed to have taken title to, possession of, and assumed control and charge of, and succeeded to the said business and property and rights on the day of , 19. . . ., and that all profits or increase of the said business since such date shall belong to the said party of the second part. II. The said party of the second part in consideration of the foregoing agrees to pay and does hereby assume the payment of the following notes made and executed by said party of the first part : It is agreed that the collateral which is attached to such notes shall be released and delivered to the said party of the first part upon the oayment by said party of the second part of said notes. III. The said party of the second part, in consideration of the fore- going conveyance to it of said property, business and rights agrees to issue to said party of the first part, or to whomsoever he may direct, as they shall respectively direct, certificates of its capital stock to the aggregate amount of Fifty (50) shares, and said shares shall be deemed to be full paid and shall be non-assessable. IV. The said party of the second part further agrees to and does hereby, in consideration of the transfer to it by the party of the first part of said business so carried on by him and said property and rights, assume all the existing contracts of said business, and agrees to diligently and faith- fully carry out and perform the same. V. The said party of the first part covenants and agrees with the said party of the second part, to execute and do svich further assurances and things as shall be necessary and proper to carry out the spirit and intent of this agreement and vest in said party of the second part said business, property and rights. In Witness Whereof, the said party of the first part has hereunto set his hand and seal, and the said party of the second party has hereunto caused its corporate name and corporate seal to be hereunto affixed and this instrument to be signed by the signatures of its officers thereunto duly authorized. .-[Seal.] [Corporate Seal] Company, Attest: ' • By , its President Secretary, (Add acknowledgments.) ORGANIZATION MEETINGS. 679 be and the same lis hereby approved, and the President and Secretary of the Company are hereby authorized and directed to execute said agreement on behalf of the Company and to affix the corporate seal thereto, and to Issue to said , or to whomsoever he may in writing direct certificates of the full paid capital stock of this Company to the aggregate amount of $5,000 as provided in said agreement. On motion of Mr , it was unanimously Resolved, That this Company shall accept the offer of The Company, a New Jersey corporation, to purchase for cash at par, forty- five (45) shares of the capital stock of this Company, and that the President tind Secretary be and they are hereby authorized and directed to issue to said The Company, or to whomsoever it may direct, certificates of the full paid Capital Stock of this Company to the aggregate amount of $4,500, upon the payment by The Company to this Com- pany of the sum of $4,500. Thereupon, Mr tendered his resignation as president and treasurer and director of the Company by the following communication addressed to the board of directors: , 19..-- To the Board of Directors of Company. Gentlemen: — I hereby tender my resignation as President and as Treas- urer and also as a member of the Board of Directors of the Company, and request that the same be immediately acted upon. At the time of tender- ing this resignation, I have assigned, transferred and set over to , of Pa., all my right title and interest in and to the one (1) Share of Stock in the Company for which I subscribed. (Signed) On motion of Mr , it was Eesolved That the resignation of Mr as President and Treasurer and a member of the Board of Directors of this Company be accepted. Thereupon, Mr moved that the meeting proceed to the election of a director to fill the vacancy caused by the resignation of Mr. , and nominated Mr to succeed Mr An election was had and Mr received the unanimous vote of all the directors for director to fill the vacancy caused by the resignation of Mr , and having become qualified to act as director of the Company by the transfer to him of the stock of the Company formerly owned by Mr , was declared elected a director. Mr then moved that the Board proceed to the election of a president and treasurer of the Company, which motion was duly carried. Mr nominated IMr for President and Treas- urer to fill the vacancy caused by the resignation of Mr and an election was then duly held. Mr received the vote of all 680 COKPORATION FORMS AND PRECEDENTS. the directors present for President and Treasurer and was thereupon declared to be duly elected. On motion the meeting adjourned. Secretary. For forms of resignation of officers and directors, see Forms 1485-1489, post. Form 1157. RATIFICATION OF MINUTES OF DIRECTORS' MEETING. We, the undersigned, being all of the directora of the Company, a corporation, do hereby ratify, approve and confirm all that has occurred at the foregoing meeting, the minutes of which we have read, and in signification of such approval, ratification and confirmation, and of our assent to any and all acts at said meeting, do hereby sign our names and affix our seals thig day of , A. D. 19 [Seal.] [Seal.] [Seal.] (This form may sometimes be found useful, especially where important matters are transacted at a directors' meeting.) See as to necessity for action by directors as a board, Cook on Corpora- tions, § 713a ; Clark & M., Corp., § 677. Form 1158. RESOLUTION ADOPTING FORM OF STOCK CERTIFICATE. Kesolved, That the certificate of stock of this corporation shall be, of the following form until changed by the stockholders or the Board of Directors, viz: (Insert form of stock certificate adopted.) See Cook on Corporations, §§13, 61; Clark & M., Corp., §424. Form 1159. CERTIFICATE TO BANK. I, , secretary of The Company, a corpora- tion organized and existing under the laws of the State of , do hereby certify that at a duly convened meeting of the board of directora of said The Company held on the day of , 19. . at the following resolution was duly adopted. "Eesolved, That the treasurer of this Company be, and he is hereby, authorized, . instructed and directed to open and keep a bank account with the Bank in the name and for the use of this Company, and to deposit in said Bank to the credit of this Company from time to time, any and all moneys and checks, and until otherwise ordered said Bank be and hereby is authorized to make payments from the funds of the Company on deposit with it upon and according to the check of this Company, signed by its (here insert the names of the officers author- ized to sign checks), and the said and are authorized to sign, endorse, accept, make, execute and deliver any and all checks, notes, drafts, and bills of exchange on behalf of this Company." ORGANIZATION MEETINGS. 681 I further certify that the above quoted resolution is still in full force and effect and baa never been repealed. I further certify that ia the treasurer of this Company, and and are respectively the and thereof. In Witness Whereof, I have hereunto set my hand and seal and the seal of the said Company this day of , 19. . . . [SilAL.] Secretary of The Company. [Corporate Seal] Form 1160. BOND OF TREASURER OF CORPORATION. Know All Men by These Presents, That We , as principal, and and as sureties, of the of in the County of and State of are held and firmly bound unto in the sum of Dollars, good and lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves and our heirs, executors and administrators, jointly, severally and firmly by these presents. Witness Our Hands and seals, this day of , A. D. 19 * The Condition of This Obligation Is such that whereas, the above bounden was on the day of , A. D. 19 , duly to the oflBce of Treasurer of for the year ending and is about to assume the duties of said office; now if the said shall well and truly perform the duties of said office of Treasurer during his term of office, and shall safely keep and truly account for all moneys, goods and chattels and other things coming to his hands as such Treasurer during his term of office, and at the expiration of his term of office, shall pay over to his successor in office, or to any other person duly authorized by said to receive the same, all moneys, goods and chattels and other things received by him as such Treasurer, and not otherwise lawfully paid out, and shall deliver to his successor in office, or other person appointed to receive the Bame, all property, books, papers and other things in his hands belonging to said office, and shall, at the expiration of his term of office, or oftener if thereunto requested by the said render a just and true account of his doings as such Treasurer, then this obligation to be void, otherwise to remain in full force, effect and virtue. [Seal] [Se.'vl] [Seal] Approved This day of , A. D. 19 (This form can be readily changed so as to be used as a bond for any corporate officer.) The treasurer has no authority bv virtue of his office to contract for the corporation, Cook on Corp., §717; Clark & M., Corp., §703. 682 CORPORATION FORMS AND PRECEDENTS. Form 1161. TREASURER'S BOND— ANOTHER FORM. Ivuow all Men by these Presents, That we, , of , and , of , are held and firmly bound unto The Company, a corporation organized and existing under the law's of in the sum of Dollars ($ ) lawful money of the United States of America, to be paid to the said The Company, its successors and assigns; to which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, jointly and severally, firmly by these presents. Sealed with our seals. Dated, , 19. . , . The Condition of the above obligation is, that Whereas above named has been duly elected and is about to enter upon the duties of his office as Treasurer of said The Company, Now, Therefore, if he shall in all respects fully and faithfully discharge his duties as such Treasurer during the term for which he is now or may hereafter be elected or appointed, then this obligation is to be void, other- wise to remain in full force and virtue. Signed, sealed and delivered in the presence of Form 1162. SECRETARY'S OATH. STATE OF , ] County of ( , of , secretary of The Company, a corporation organized under the laws of the State of , being by me duly sworn, on oath deposes and says that he will well and faithfully perform and discharge his duties as secretary of said The ...... Company to the best of his skill and ability. Subscribed and sworn to before me this day of , 19. Notary Public. See for duties and powers of Secretary, Cook on Corporations, §§ 717- 727; Clark & M., Corp., § 704. Form 1163. GENERAL POWER OF ATTORNEY TO ACT AFTER ORGANIZATION (MAINE). Know all Men by these Presents, That we, the undersigned, whose resi- dence are stated opposite our respective signatures, do hereby jointly and severally constitute and appoint , and , of , in the County of and State of Maine, or either of them, our true and lawful attorney, with power of substitution to accept ORGANIZATION MEETIX(;S. 683 transfers for ud and in our several names and stead, at any time after the tiling of the certificate of organization of the , a corporation to be organized under the laws of the State of Maine, and before tlie final adjournment of tiie meeting of associates, of all or any of the stock of said Company lield or subscribed for at organization by such associates as shall have subscribed for not exceeding two shares of its capital stock, and in our several names and at their discretion to vote at any adjourned meeting of associates at which we may be entitled to be represented by virtue of being stockholders by transfer as aforesaid ; and for us and in our several names and stead to sign our names to the con- firmation of the records of any such meeting. Hereby granting unto our said pttornoy full po\'er ami authority to act in our several names and stead, concerning the premises, as fully and effectually as we might severally do if personally present. In Witness Whereof, we have hereunto set our hands and seals this day of , A. D. 19 Names. Residences. For other forms of proxies, see Chapter XX, po»t. CHAPTER XL BY-LAWS. Form 1164. BY-LAWS OF UNITED STATES STEEL CORPORATION, A NEW JERSEY CORPORATION. Article I. Stockholders. Section 1. Annual Meeting of Stockholders. The annual meeting of the stockholders of the Company shall be held annually at the principal oflBce of the Company in the State of New Jersey, at twelve o'clock noon, on the third Monday of April in each year, if not a legal holiday, and if a legal holiday then on the next succeeding Monday not a legal holiday, for the purpose of electing directors, and for the transaction of such other business as may be brought before the meeting; and the terms of office of the directors of the several classes shall continue until the election of their successors at such meeting as provided in Article 2 hereof. It shall be the duty of the Secretary to cause notice of each annual meeting to be published once in each of the four calendar weeks next preceding the meeting in at least one newspaper in each of the following places: Jersey City, N. J., New York, N. Y., Chicago, 111., and Pitts- burg, Pa. Nevertheless, a failure to publish such notice or any irregularity in such notice or in the publication thereof, shall not affect the validity of any annual meeting, or of any proceedings at any such meetings. Sec. 2. Special Meetings. Special meetings of the stockholders may be held at tHe principal office of the Company in the State of New Jer- sey, whenever called in writing, or by vote, by a majority of the Board of Directors. Notice of each special meeting, indicating briefly the object or objects thereof, shall by the Secretary be published once in each of the four calendar weeks next preceding the meeting, in at least one newspaper in each of the following places: Jersey City, N. J., New York, N. Y., Chicago, 111., and Pittsburg, Pa. Nevertheless, if all the stockholders shall waive notice of a special meeting no notice of such meeting shall be required; and whenever all the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken. Sec. 3. Quorum. At any meeting of the stockholders the holders of one-third of all of the shares of the capital stock of the Company, present in person or represented by proxy, shall constitute a quorum of the stock- holders for all purposes, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum. , If the holders of the amount of stock necessary to constitute a quorum 684 BY-LAWS. 685 shall fail to attend in person or by proxy at the time and place fixed by these by-laws for an annual meeting, or fixed by notice as above pro- vided for a special meeting called by the directors, a majority in interest of the stockholders present in person or by proxy may adjourn, from time to time, without notice other than by announcement at the meet- ing, until holders of the amount of stock requisite to constitute a quorum bhall attend. At any such adjourned meeting at which a quorum shall be present, any business nmy be transacted which might have been transacted at the meeting as originally notified. Sec. 4. Organization. The Chairman of the Board, and in his ab- sence, the Chairman of the Finance Committee, and in the absence of both, the President, shall call meetings of the stockholders to order, and shall act as Chairman of such meetings. The Board of Directors may appoint any stockholder to act as Chairman of any meeting in the absence of the Chairman of the Board and of the Chairman of the Finance Com- mittee and of the President. The Secretary of the company shall act as Secretary at all meetings of the stockholders; but in the absence of the Secretary at any meeting of the stockholders the presiding officer may ap- point any person to act as Secretary of the meeting. Sec. 5. Voting. At each meeting of the stockholders, every stockholder f-hall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by his duly authorized attor- ney, and delivered to the inspectors at the meeting; and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting. The votes for directors, and, upon demand of any stockholder, the votes upon any ques- tion before the meeting, shall be by ballot. At each meeting of the stockholders, a full, true, and complete list, in alphabetical order, of all the stockholders entitled to vote at such meeting, and indicating the number of shares held by each, certified by the Secretary or by the Treasurer, shall be furnished. Only the persons in whose names shares of stock stand on the books of the Company at the time of the closing of the transfer books for such meeting, as evi- denced by the list of stockholders so furnished, shall be entitled to vote in person or by proxy on the shares so standing in their names. Prior to any meeting, but subsequent to the time of closing the trans- fer books for such meeting, any proxy may submit his powers of attor- ney to the secretary, or to the treasurer, for examination. The certificate of the Secretary, or of the Treasurer, as to the regularity of such powers of attorney, and as to the number of shares held by the persons who severally and respectively executed such powers of attorney, shall be received as prima facie evidence of the number of shares represented by the holder of such powers of attorney for the purpose of establishing the presence of a quorum at such meeting and of organizing the same, and for all other purposes. Sec. 6. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by three inspectors. Such inspectors shall be appointed by the Board of Directors before or at the meeting, or, if no such appointment 686 CORPORATION FORMS AND PRECEDENTS. shall have been made, then by the presiding officer at the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to attend, shall be appointed in like manner. , Article 2. Board of Directors. Section 1. Number, Classification, and Term of Office. The business and the property of the Company shall be managed and controlled by the Board of Directors. As provided in the certificate of incorporation, the directors shall ba classified in respect of the time for which they shall severally hold office, by dividing them into three classes, each class consisting of one- third of the whole number of the Board of Directors. The directors of the first class shall be elected for a term of one year; the directors of the second class shall be elected for a term of two years, and the di- rectors of the third class shall be elected for a term of three years. At each annual election, the successors to the directors of the class whose term shall expire in that year, shall be elected to hold office for the term of three years, so that the term of office of one class of directors shall expire in each year. The number of directors shall be twenty-four; but the number of directors may be altered from time to time by the alteration of these by-laws. In case of any increase of the number of directors, the additional directors shall be elected by the directors then in office; one-third of such additional directors for the unexpired portion of the term of one year; one-third for the unexpired portion of the term of two years, and one-third for the unexpired portion of the term of three years, so that each class of directors shall be increased equally. Every director shall be a holder of at least one share of the capital stock of the Company. Each director shall serve for the term for which he shall have been elected, and until his successor shall have been duly chosen. At all elections of the directors the polls shall remain open for at least one hour, unless every registered owner of shares has sooner voted in person or by proxy, or in writing has waived the statutory provision. Sec. 2. Vacancies. In case of any vacancy in the directors of any class through death, resignation, disqualification or other cause, the remaining directors, by affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of 'the term of the director whose place shall be vacant, and until the election of his successor. Such vacancy shall be filled upon and after nominations therefor shall have been made by the Finance Committee. Sec. 3. Place of Meeting, etc. The directors may hold their meet- ings, and may have an office and keep the books of the Company (ex- cept as otherwise may be provided for by law) in such place or places BY-LAWS. 687 in the State of New Jersey or outside of the State of New Jersey, as the Boanl from time to time may determine. Sec. 4. Refjular Meetings. Regular meetings of the Board of Direct- ors shall be held monthly on the last Tuesday of each month, if not a legal holiday, and if a legal holiday, then on the next succeeding Tuesday not a legal holiday. No notice shall be required for any such regular monthly meeting of the Board. Sec. 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the chairman of the Board, or the chairman of the Finance Committee, or the President, or of one- third of the clirectors for the time being in office. The Secretary shall give notice of each special meeting by mailing the same at least two days before the meeting, or by telegraphing the same at least one day before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every director shall be present, even though without any notice, any business may be transacted. Sec. 6. Quorum. ' Ten directors shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time. The affirmative vote of at least one-third of all the directors for the time being in office shall be necessary for the passage of any resolution. Sec. 8. Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as, from time to time, the Board may determine by resolution. At all meetings of the Board of Directors, the chairman of the Board, or in his absence the chairman of the Finance Committee, or, in the absence of both of these officers, the president, shall preside. Sec. 9. Contracts. Inasmuch as the directors of this Company are nien of large and diversified business interests, and are likely to be connected with other corporations with which from time to time this Company must have business dealings, no contract or other transaction between this Company and any other corporation shall be aflfected by the fact that directors of this Company are interested in, or are directors or officers of, such other corporations, if, at the meeting of the Board, or of the Committee of this Company, making, authorizing, or confirm- ing such contract or transaction, there shall be present a quorum of directors not so interested ; and any director individually may be a party to, or may be interested in, any contract or transaction of this Com- pany, provideil that such contract or transaction shall be approved or be ratified by the affirmative vote of at least ten directors not so interested. The Board of Directors in its discretion may submit any contract or act for approval or ratification at any annual meeting of the stock- holders, or at any meeting of the stockhcdders called for the purpose of considering any such act or contract; and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the capital stock of the Company which is represented in person or by proxy at such meeting (provided that a lawful quorum of stock- 688 CORPOKATION FORMS AND PRECEDENTS. holders be there represented in person or by proxy) shall be as valid nnd as binding upon the corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the corporation. (See Berger v. United States Steel Corp., 63 N. J. Eq, 609, 53 Atl. 68, considering such provision.) Sec. 10. Compensation of Directors. For his attendance at any meet- ing of the Board of Directors, or of any committee, every director shall receive an allowance of Twenty dollars for attendance at each meeting. See. 11. Election of Officers and Committees. At the first regular meeting of the Board of Directors in each year (at which a quorum shall be present) held next after the annual meeting, the Board of Directors shall proceed to the election of the executive officers of the Company, and of the Finance Committee to be elected by the Board cf Directors under the provisions of Article 3, and Article 4 of the.. By-Laws. Article 3. Finance Committee. Section 1. The Board of Directors shall elect from the directors a Finance Committee, and shall designate for such committee a chair- man, who shall continue to be chairman of the Committee during the pleasure of the Board of Directors. The Board of Directors shall fill vacancies in the Finance Committee by election from the directors and at all times it shall be the duty of the Board of Directors to keep the membership of such committee full, with due regard to the qualifications for such membership indicated in this Article of the By-Laws. All action of the Finance Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board of Directors; provided that no rights or acts of third parties shall be affected by any such revision or alteration. The Finance Committee shall fix its own rules of proceeding, and shall meet where and as provided by such rules, or by resolution of the Board of Directors, but in every case the presence of at least four members shall be necessary to constitute a quorum. In every case the affirmative vote of a majority of all the members of the Committee present at the meeting shall be necessary to its adoption of any resolution. Sec. 2. The Finance Committee shall consist of seven members, be- sides the Chairman of the Board and the President, each of whom, by virtue of his office, shall be a member of the Finance Committee. So far as practicable each of the seven elected members of the Finance Committee shall be a person of experience in matters of finance. Unless otherwise ordered by the Board of Directors, each elected member of the Finance Committee shall continue to be a member thereof until the expiration of his term of office as a director. The Finance Committee shall have special charge and control of all financial affairs of the Company. The General Counsel, the Treasurer, the Comptroller, and the Secretary, and their respective offices, shall be under the direct control and supervision of the Finance Committee, BY-LAWS. 689 During the intervals between the meetings of the Boar.J of Directors, the Finance Committee shall possess, and may exercise, all the powers of the Board of Directors in the manaffemont of all the affairs of the Company, including its purchases of property, and the execution of legal instruments with or without the corporate seal, in such manner as said conmiittee shall deem to be best for the interests of the company, in all cases in which specific directions shall not have been given by the Board of Directors. During the intervals between the meetings of the Finance Committee and subject to its review, the chairman of the Board and the chairman of the Finance Committee together, shall possess and may exercise any of the powers of the Committee, except as from time to time shall be otherwise provided by resolution of the Board of Directors. Except as otherwise provided by the By-Laws, or by resolution of the Board of Directors, ail salaries and compensations paid or j)ayable bj the Company shall be fixed by the Finance Committee. No director not an executive officer shall become a salaried employee of the Company except by special vote of the Finance Committee. Article 4. Advisory Committee. The Board of Directors shall elect from the directors an Advisory Committee. The committee shall consist of three members, besides the president of the corporation, who by virtue of his office shall be a member and chairman of the committee. This committee, from time to time, shall consider and make recommendation concerning such questions relating to manufacturing transportation, or operation as may be sub- mitted to the committee by the president. Article 5. Officers. Section 1. Officers. The executive officers of the Company shall be a chairman of the Board of Directors, a president, a vice-president, or more than one vice-president, a general counsel, a treasurer, a secretary, and a comptroller, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint such other officers as they shall deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. One person may hold more than one office. In its discretion, the Board of Directors by the vote of a majority thereof may leave unfilled for any such period as it may fix by resolu- tion, any office except those of president, treasurer, secretary, and comptroller. Sec. 2. All officers and agents shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors. All officers, agents, and employees, other than officers appointed by the Board of Directors, shall hold office at the discretion of the Committee or of the officer appointing them. Each of the salaried officers of the corporation shall devote his entire time, skill, and energy to the business of the corporation, unless 690 CORPORATION FORMS AND PRECEDENTS. the contrary is expressly consented to by the Board of Directors or the Finance Committee. JMo vacations shall be taken by any of such officers, except by consent of the Board of Directors or the Finance Committee. The Finance Committee shall have power to remove all officers, agents, and employees of the Company, except officers elected or appointed by the Board of Directors. Sec. 3. Powers and Duties of the Chairman of the Board. The chair- man of the Board of Directors shall preside at all meetings of the stock- holders and of the Board of Direcft)rs; and by virtue of his office shall be a member of the Finance Committee. He shall have supervision of such matters as may be designated to him by the Board of Directors or the Finance Committee. Sec. 4. Powers and Duties of the President. In the absence of the chairman of the Board and the chairman of the Finance Committee, the president shall preside at all meetings of the stockholders and of the Board of Directors. By virtue of his office he shall be a member of the Finance Committee. Subject to- the Board of Directors and the Finance Committee, he shall have general charge of the business of the corporation relating to manufacturing, mining, and transportation and general operation. He shall keep the Board of Directors and the Finance Committee fully inforined, and shall freely consult them concerning the business of the corporation in his charge. He may sign and execute all authorized bonds, contracts, checks, or other obligations in the name of the corporation, and with the treasurer or an assistant treasurer may sign all certificates of the shares in the capital stock of the corporation. He shall do and perform such other duties as from time to time may be as- signed to him by the Board of Directors. Sec. 5. Vice Presidents. The Board of Directors may appoint a vice president or more than one vice president. Each vice president shall have such powers, and shall perform such duties, as may be assigned to him by the Board of Directors. • Sec. 6. The General Counsel. The General Counsel shall be the chief consulting officer of the Company in all legal matters, and, subject to the Board of Directors and the Finance Committee, shall have general control of all matters of legal import concerning the Company. Sec. 7. Powers and Duties of Treasurer. The Treasurer shall have custody of all the funds and securities of the Company which may have come into his hands; when necessary or proper he shall endorse on be- half of the Company, for collection, checks, notes, and other obligations, and shall deposit the same to the credit of the Company in such bank or banks or depositary as the Board of Directors or the Finance Commit- tee may designate; he shall sign all receipts and vouchers for payments made to the Company; jointly with such other officer as may be designated by the Finance Committee, he shall sign all checks, made by the Com- pany, and shall pay out and dispose of the same under the direction of the Board or of the Finance Committee; he shall sign with the President, or such other person or persons as may be designated for the purpose by the Board of Directors or the Finance Committee, all bills of exchange and promissory notes of the Company; he may sign, with the president or a vice president, all certificates of shares in the capital stock; whenever required by the Board of Directors or by the Finance Committee, he shall BY-LAWS. 691 render a statement of his cash account; he shall enter regularly, in books of the Company to be kept by him for the purpose, full and accurate account of all moneys received and paid by him on account of the Com- pany; he shall, at ail reasonable times, exhibit his books and accounts to any director of the Company upon application at tlie office of the Company during business hours; and lie sliall j)erform all acts inciossessed and exercised if present. The Board of Directors or the Finance Committee, 692 CORPORATION FORMS AND PRECEDENTS. by resolution, from time to time, may confer like powers upon any other person or persons. Article 6. Capital Stock.— Seal. Section 1. Certificates of Shares. The certificates for shares of the capital stock of the Company shall be in such form, not inconsistent with the certificate of incorporation, as shall be prepared or be approved by the Board of Directors. The certificates shall be signed by the president or a vice president, and also by the treasurer or an assistant treasurer. All certificates shall be consecutively numbered. The name of the person owning the shares represented thereby, with the number of such shares and the date of issue shall be entered on the Company 's books. No certificate shall be valid unless it is signed by the president or a vice president, and by the treasurer or an assistant treasurer. All certificates surrendered to the Company shall be cancelled, and no new certificate shall be issued until the former certificate for the same number of shares of the same class shall have been surrendered and can- celled. Sec. 2. Transfer of Shares. Shares in the capital stock of the Com- pany shall be transferred only on the books of the Company by the holder thereof in person, or by his attorney, upon surrender and cancellation of certificates for a like number of shares! Sec. 3. Eegulations. The Board of Directors, and the Finance Com- mittee also, shall have power and authority to make all such rules and regulations as respectively they may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Capital stock of the Company. The Board of Directors or the Finance Committee may appoint a transfer agent and a registrar of transfers, and may require all stock certificates to bear the signature of such transfer agent and of such regis- trar of transfers. Sec, 4. Closing of Transfer Books. The stock transfer books shall be closed for the meetings of the stockholders, and for the payment of divi- dends, during such periods as from time to time may be fixed by the Board of Directors or by the Finance Committee, and during such periods no stock shall be transferable. Sec. 5. Dividends. The Board of Directors may declare dividends from the surplus or from the net profits of the Company. The dates for the declaration of dividends upon the preferred stock and upon the common stock of the Company shall be the days by these By-Laws fixed for the regular monthly meetings of the Board of Directors in the months of April, July, October and .January in each year, on which days the Board of Directors in its discretion shall declare w'hat, if any, dividends shall be declared upon the preferred stock and the common stock, or either of such stocks. The dividends upon the preferred stock, if declared, severally and re- Bpectively shall be payable quarterly upon the thirtieth day of May, of .August, of November, and the last day of February in each year. The dividends upon the common stock, if declared, severally and re- BY-LAWS. 693 spectively shall be payable quarterly on the thirtieth day of June, of September, of December, and of March in each year. If the date herein apijointed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday. Sec. 6. Working Capital. The directors shall not be required in January in each year, after reserving over and above its capital stock paid in, as a working capital for said corporation, such sum, if any, as shall have been fixed by the stockholders, to declare a dividend among its stockholders of the whole of its accumulated profits exceeding the amount so reserved, and jiay the same to such stockholders on demand; but the Board of Directors may fix a sum which may be set aside or reserved, over and above the Company's capital paid in, as a working cajjital for the Company, and from time to time they may increase, diminish, and vary the same in their absolute judgment and discretion. Sec. 7. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Company, which seal shall be in charge of the Secretary. If and when so directed by the Board of Directors or by the Finance Committee, a duplicate of the seal may be kept and be used by the treasurer or by any assistant secretary or assistant treasurer. Article 7. Amendments. Section 1. The Board of Directors shall have power to make, amend, and repeal the by laws of the Company, by vote of a majority of all of the directors, at any regular or special meeting of the Board, provided that notice of intention to make, amend, or repeal the by-laws in whole or in part shall have been given at the next preceding meeting; or with- out any such notice, by a vote of two-thirds- of all the directors. The by-laws of every corporation will necessarily vary according to the nature of its business and scope of its organization. Xo practical form suitable for all corporations can be formulated. It is believed, however, that the foregoing form of by-laws, and the other forms found in this chapter, several of which are fully annotated will afTord valuable sug- gestions for those engaged in the preparation of by-laws. Frequently matters relating to the management of a corporation are provided for in the statutes. In such cases it is laest not to take up the matter in the by-laws; or if for any reason it is desired to deal with it in the by-laws, then to pass a by-law in the exact terms of the statutory provision, so that no confusion may be occasioned in the ^xorking of the company. See gen- erally as to bv-laws. Cook on Corporations, §§4a, notes; Clark & M., Corp., §§638-643. Form 1165. BY-LAWS OF THE COMPANY, A NEW JERSEY CORPORATION. J Article I. Stockholders. Section. 1. Annual Meeting. A meeting of the stockholders of the Company shall be held annually at the principal office of the Company in the State of New Jersey, at eleven o'clock in th<) forenoon on the first Wednesday of April in each year, if not a legal holiday, and if a lega\ 694 CORPORATION FORMS AND PRECEDENTS. holiday then on the next succeeding Wednesday not a legal holiday, for the purpose of electing directors and for the transaction of such other business as may be brought before the nieeting.i Written notice of the annual meeting shall be mailed at least ten days prior to the meeting to each stockholder of record at his address as the same appears on the stock book of the Company. A failure to mail such notice, or any irregularity in such notice, shall not affect the validity of any annual meeting, or of any proceedings at any such mceting.2 Sec. 2. Special Meetings. Special meetings of the stockholders of the Company may be held at the principal office of the Company in the State of Xew Jersey, -nhenever called in writing, or by vote, by a majority of the Board of Directors. Written notice of each special meeting, stating the day, hour and place thereof, and in general terms the business to be transacted thereat, shall be mailed at least thirty days prior to the meeting to each stockholder of record at his address, as the same appears on the stock book of the company. If all the stockholders shall waive notice of a special meeting, no notice of such meeting shall be required; and whenever all the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes ■without call or notice, and at such meeting any corporate action may be ' taken.3 Sec. 3. Quorum. At any meeting of the stockholders the holders of the majority of the capital stock issued and outstanding, present in per- son or represented by proxy, shall constitute a quorum for all purposes.* If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed by these by-laws for an annual meeting, or fixed by notice as above provided for a special meeting called by the directory, a majority in interest of the stockholders present in person or by proxy may adjourn, from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meet- ing as originally notified. ^ Sec. 4. Voting. At each meeting of the stockholders every stockholder shall be entitled to vote in person, or by proxy appointed by instrument in writing, subscribed by such stockholder or by his duly authorized at- torney, and delivered to the inspectors at the meeting; c and he shall have one vote for each share of stock standing registered in his name, but no share of stock shall be voted on at any election which has been transferred 1 See generally as to corporate meetings. Cook on Corporations, §§602-627; Clark & M., Corp., §§644-651. 2— See generally as to notice of corporate meetings. Cook on Corpora- tions, §§594-597; Clark & :V1., Corp., §647. 3 See as to waiver of notice. Cook on Corporations, §599; Clark & Yi., Corp., "§64t. 4 See as to quorum at meetings of stockholders. Cook on Corporations, §§ 607, 608; Clark & M., Corp., §§ 649g-649h. 5 — See as to adjourned meetings. Cook on Corporations, §601; Clark & M., Corp., §649k. 6_Soo as to voting by proxy. Cook on Corporations, §610; Clark & M., Corp., §656. BY-LAWS. 695 on the books of the corporation within twenty days next preceding such election. Upon demand of any stoi-iiholder, the votes upon any question before the meeting, shall be made by ballotJ At each meeting of the stockholders a full, true and complete list in alpliaV)otical order of all stockholders entitled to vote at such meeting, and indicating the number of shares held by each, certified by the Secretary or by the Treasurer, shall be furnished. Only the persons in whose names shares of stock stand on the books of the Company, as evidenced by the list of stockholders so furnished, shall be entitled to vote in person or by proxy on the shares so standing in their names.s Sec. 5. Inspectors. At each meeting of the stockholders the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by two inspectors. Such inspectors shall be elected by the stock- holders, at their annual meeting, to serve until the close of the next annual meeting, and their election may be held at the same time as the election of directors. In case of a failure to elect inspectors, or in case an in- spector shall fail to attend or refuse or be unable to serve, the stock- holders at any meeting may choose an inspector or inspectors to act at such meeting.9 Article II. Board of Directors. Section 1. Number and Term of Office. The business and the propertv of the Company shall be managed and controlled by the Board of Directors. There shall be eight directors, each of whom shall hold not less than fifty shares of stock of the Company in his own name and right; they shall be elected annually by ballot at the annual meeting of the stockholders and shall hold office for one year, and until their successors are elected and qualified. The directors shall act only as a board and the individual director shall have no power as such.io Sec. 2. Vacancies. If any vacancy shall occur among the directors by death, resignation or otherwise, the remaining directors, by affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor.!! Sec. 3. Place of Meeting. The directors may hold their meetings, have an office and keep the books of the Company (except as otherwise may be provided for by law) at the office of the Company in the City of New York, or at such other place or places as the board from time to time may determine. 12 7 — See as to voting at corporate elections, Cook on Corporations. §§605, 609a; Clark & ^1., Corp., §§652-658. 8 — See as to determination of right to vote from the stock book. Cook on Corporations, §611; Clark & M., Corp., § 653f. 9 — See as to inspectors of election, Cook on Corporations, § 605 ; Clark & M., Corp., §649b. 10 — See generally as to powers of board of directors. Cook on Cor- porations, §§712-714; Clark & M.. Corp., §§689-606. 11 — See as to term of office of directors. Cook on Corporations, §§708- 712 ; Clark & M., Corp., § 665. 12 — See as to holding meetings of directors out of state, Cook on Cor- porations, §713a; Clark & M., Corp., §679. 696 CORPORATION FORMS AND PRECEDENTS. Sec. 4. Eegular Meetings. Eegular meetings of the board of directors shall be held monthly on the fourth Wednesday of each month, if not a legal holiday, and if a legal holiday, then on the next succeeding Wednes- day not a legal holiday. No notice shall be required for any such regular meeting of the board. i3 Sec. 5. Special Meetings. Special meetings of the board of directors shall be held ■whenever called by the president or by not less than one- third of the directors for the time being in office. The Secretary shall give notice of each special meeting by mailing the same at least two days before the meeting, or by telegraphing the same at least one day before the meeting, to each director; but such notice may be waived by any director. At any meeting at which every director shall be present, even though without notice, any business may be tranacted. Sec. 6. Quorum. A majority of the board of directors for the time being in office shall constitute a quorum for the transaction of business, but if at any meeting of the board there be less than a quorum present a majority of those present may adjourn the meeting from time to time until a quorum shall be present. i* Sec. 7. Order of Business. The order of business at any regular meet- ing of the board of directors shall be as follows: 1. Reading of minutes; 2. Reports of committees; 3. Reports of officers; 4. Motions and resolutions; 5. Miscellaneous business. Sec. 8. Committees. The board of directors may delegate from time to time to suitable committees any duties that are required to be executed during the intervals between the meetings of the board and such commit- tees shall report to the board of directors when and as required.15 Sec. 9. Designation of Depositaries. The Board of Directors shall des- ignate the Trust Company, or Trust Companies, Bank or Banks, in which shall be deposited the money or securities of the Company. Article III. Executive Committee. Section 1. At their first meeting after the annual meeting of the stock- holders the board of directors shall elect an executive committee con- sisting of four members of the board, of which committee the presi- dent shall be one and its chairman. During the intervals between the meetings of the board of directors, the executive committee shall pos- sess and may exercise all the powers of the board of directors in the management and direction of the affairs of the company in all eases in which specific directions shall not have been given by the board of 13 — See as to meetings of directors. Cook on Corporations, §713a; CTark & M., Corp., §§ 676-683. 14 — See as to quorum at directors' meetings. Cook on Corporations, §713a; Clark & M., Corp., §681. 1.5 — See as to delegation of powers to committees. Cook on Corporations, 713a; Clark & M., Corp., §§684-688, 731-733. BY-LAWS. 697 directors. All action by the executive committee shall lie reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision and alteration by the board; provided, that no rights of third parties shall be afifected by any such revision or alteration. Kegular minutes of the proceedings of the executive committee shall be kept in a book provilso cease at the same time to be an officer therein.is Sec. 3. The Board of Directors may, by resolution, require any and all of the general officers to give bonds to the Corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and such other conditions as may from time to time be required by the Board of Directors. Sec. 4. The Directors of this Corporation may at any time, by ma- jority vote, ask for, demand, receive and accept the resignation of any officer or employee of this Corporation, and upon his or their refusal to tender such resignation or resign, the majority of said Board of Directors may summarily dismiss him or them from office, declare such office vacant and elect his successor. Sec, 5. The duties of the officers of this Corporation shall be as fol- lows: President, (a) The President shall preside at all meetings of stock- holders and Directors, unless the stockholders shall designate some other person. (b) The President shall sign all certificates of stock and all 1.3 — See generally as to holding meetings of directors out of the state, Cook on Corporations, §713a; Clark & M., Corp., § 679g. 14 — See as to meetings of directors, Cook on Corporations, § 713a; Clark & M., Corp., §§ 676-683. 15 — See generally, Cook on Corporations, §§712 et seq.; Clark & M., Corp., §661. BY-LAWS. ^ 705 contracts and other instruments in writing and shall perform such other duties as may be assigned to him by the Board of Directors.io Secretary, (a) It shall bo the duty of the Secretary to keep the record of the proceedings of the Board of Directors and stockholders, (b) He shall also sign all certificates of stock with the President. {".], He shall keep the Corporate seal of tlie Corporation and affix the same to any certificate of stock, which may bo, by him and the 1-resident, legally issued, and make the corresponding entries in any book which may be kept for the purpose, (d) He shall also serve all notices required either by law or by the By-Laws of this Company.!' Treasurer. The Treasurer shall keep and receive the funds of the Cor- poration and pay out the same only by direction of the President and Board of Directors.is Vice President. In the absence of the President the Vice President shall perform all duties which should be performed by the President were he present. In the event of absence, inability or refusal to act, of any of the officers of this Corporation the Board of Directors may appoint some one of their number to perform his or their respective duties. Article 5. Order of Business. The order of business at all meetings of the Board of Directors shall be as follows: (1) Koll call. (2) Beading of minutes of last meeting. (3) Consideration of communications. (4) Kesignations and elections. (5) Reports of officers and employes. (6) Eeports of committees. (7) Unfinished business. (8) Original resolutions and new business. (9) Adjournment. Article 6. Alteration or Bepeal. These by-laws, or any of them, may be altered, amended, added to or repealed at any meeting of the Board of Directors by a vote thereof.io See generally as to by-laws, Cook on Corporations, §§4a, 268, 382, 708, 725 J Clark & M., Corp., §§636-643. 16 — See as to the powers of the president. Cook on Corporations, §716; Clark & M., Corp., § 701. 17 — See as to powers of the secretary. Cook on Corporations, §717; Clark & M., Corp., § 704. 18 — See as to the powers of the treasurer, Cook on Corporations. §717; Clark & M., Corp., § 703. 10 — See as to amendment or repeal of bylaws, Cook on Corporations, §4a; Clark & M., Corp., §640. 706 CORPORATION FORMS AND PRECEDENTS. Form 1167. BY-LAWS— (ANOTHER ILLINOIS FORM). By-Laws of Article 1. Government. Section 1. Government and Control. The Government and Control of the Company shall be vested in the Board of Directors, Article 2. Stockholders. Section 1. Annual Meeting. The Annual Meeting of the stockholders of the Company shall be held at , in the City of Chicago, Illi- nois, on the first of , in each year, at o 'clock in the noon, for the purpose of electing directors and for the transaction of such other business as may be brought before the meet- ing, i Sec. 2. Notice of Annual Meeting. Notice of the Annual Meeting shall be mailed at least ten days prior to the meeting, to each registered stockholder at his address as the same appears on the books of the com- pany.2 Sec. 3. Special Meeting. Special meetings of the stockholders for any pur- pose or purposes, may be held as provided by law. Sec. 4. Voting. At all stockholders' meetings, stockholders may vote in person or by proxy, and all questions except such questions, the manner of deciding which is especially regulated by statute, shall be determined by a majority in interest vote of the stockholders present in person or by proxy. 3 Sec. 5. Tellers. At all meetings of the stockholders, the Chairman shall appoint three tellers, who shall act as Inspectors of Election, and deter- mine the validity of Proxies and pass upon the qualifications of all per- sons offering to vote at such meetings, and count the ballots.* Sec. 6. Order of Business. The following shall be the order of busi- ness at all annual meetings of the stockholders: 1. All persons claiming to hold proxies shall present them to the Tellers for verification. 2. Beading of the minutes of preceding meeting, and action thereon. 3. Eeports of Officers. 4. Eeports of Committees. 5. Election of Directors. 6. Unfinished business. 7. New business. 1 — See generally as to corporate meetings, Cook on Corporations, §§G02- 627; Clark & M., Corp., §§ 644-651. 2 — See as to necessity of.giving notice of annual meeting. Cook on Corpora- tions, §§594-595; Clark & M., Corp., §647. 3 — See as to voting rights of stockholders, Cook on Corporations, §§ 269. 468. 605-609a, 612, 622; Clark & M., Corp., §§652-658. 4 — See as to inspectors of election, Cook on Corporations, §605; Clark & M., Corp., § 649b. BY-LAWS. 707 Article 3. Board of Directors. Section 1. Number and Tcnii of Office. A Board of Directors shall be chosen annually by the stockholderH at their annual meeting. Each Director elected at the annual meeting of the stock- holders shall serve for the term of one year and until his successor shall have been duly chosen and qualified. & Sec. 2. Vacancies. In case of any vacancy among the Directors through death, resignation, disqualification or other cause, the remaining Directors by affirmative vote of a majority thereof may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election of liis 8uecossor.« Sec. 3. Place of -Meeting. All regular meetings of the Board of Di- rectors shall be held at the general office of the Company in the City of Chicago, Illinois, or at such other place in the State of Illinois as the Board of Directors may from time to time by resolution determine. Spe- cial meetings of the Board of Directors shall be held at the place specified in the call therefor, and notice thereof. The Board of Directors may hold a meeting at a place outside of the State of Illinois, if such meeting be authorized (as provided by statute) by a vote of two-thirds of the Di- rectors at a regular meeting of the board of Directors held in the State of Illinois. The action of any meeting held outside of said State not ])reviously authorized by a vote of two-thirds of the Directors at a regular meeting held within the State shall be valid if the acts of such meeting be ratified by a vote of two-thirds of the Directors at a regular meeting held within the State.7 Sec. 4. Regular ^leetings. The Board of Directors shall hold a meeting at the principal office of the Company on the day immediately preceding the annual meeting of the stockholders at the hour of in the noon of said day, and with the exception of the month in which such annual stockholders' meeting shall be held, shall hold a meeting on the first after the day of each month, if not a legal holiday, and if a legal holiday, then on the next succeeding business day. All meetings of the Board of Directors by this section provided for, save the meeting hereinafter provided to be held immediately after the annual meeting of the stockholders, shall be held at o 'clock M., or at such other hour as the Board may from time to time by resolution appoint. Immediately after the adjournment of the annual meeting of the stockholders of the Company, the newly elected directors shall meet for the purpose of organization, the election of officers, and the transaction of other business. No notice shall be required for such meeting or of the meeting hereinbefore provided to be held on the day immediately pre- ceding the annual meeting of stockholders. The Secretary shall give notice of each of the meetings hereinbefore provided for, save the meeting to be held immediately after the adjourn- 5 — See generallv as to election of directors. Cook on Corporations, §§ 602- 627; Clark & M., Corp., §§ 649-651, 660. 6 — See as to vacancies in board of directors, Cook on Corporations, §§ 708- 712; Clark & M., Corp., §660. 7 — See as to place of meeting by directors, Cook on Corporations. § 713a; Clark & M., Corp., § 679. 708 CORPORATION FORMS AND PRECEDENTS. ment of the annual meeting of the stockholders, and the meeting on the day preceding such annual meeting of stockholders, by mailing the same at least five days before the day of such meeting, or by telegraphing the same at least two days before the day of such meeting, to each director at his last known postoffice address, but such notice may be waived by any Director.8 Sec. 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the direction of the President, or any two of the Directors. The Secretary shall give notice of each special meet- ing by mailing the same at least five days before the day of such meeting, or by telegraphing the same at least two days before the day of such meeting, to each director at his last known postofiice address, but such notice may be waived by any director. "When all the directors shall be present at any meeting, however called or notified, or shall sign a written consent thereto on the record of such meeting, the acts of such meeting shall be as valid as if legally called and notified." Sec. 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, except where otherwise provided by statute or by these By-Laws, but if at any meeting of the Board, there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.io See. 7. Order of Business. The Board of Directors may from time to time determine the order of business at their meetings. The usual order of business at such meetings shall be as follows: 1. Roll call; a quorum being present, 2. Eeading of minutes of preceding meeting, and action thereon. 3. Consideration of communications to the Board. ^ 4. Eeports of Officers. 5. Eeports of Committees. 6. Unfinished business. 7. Miscellaneous business. 8. New business. Article 4. Executive Committee and Other Committees. Section 1. Executive Committee. There shall be an Executive Com- mittee consisting of the President, the Treasurer, and three other per- sons who shall be members of the Board of Directors and who shall be elected by the Board of Directors annually at their first meeting after the annual meeting of the stockholders. During the intervals between m.eetings of the Board of Directors the Executive Committee shall possess and may exercise all the^ powers of the Board of Directors in the man- agement and direction of the affairs of the Company in such manner as they shall deem best for the interests of the Company in all cases in which specific directions shall not have been given by the Board of Di- 8 — See as to regular meetings of directors, Cook on Corporations, § 713a; Clark & M., Corp., § 676-680. 9 — See as to notice of meetings, Cook on Corporations, §712; Clark & M., Corp., §680. 10 — See as to quorum at directors' meetings, Cook on Corporations, § 713a; Clark & M., Corp., § 681. BY-LAWS. 709 rectors. Eegular minutes of the proceeding's of the Committee shall be kept in a book provided for that purpose. All action by the Executive Committee shall be reported to the Board at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board; provided, that no rights of third parties shall be affected by any such revision or alteration. Vacancies in the Executive Committee shall be filled by the Board of Directors by election from the directors. The presence of a majority shall be necessary to constitute a quorum, and in every case the affirmative vote of a majority of the members of the Com- mittee shall be necessary. Such Committee shall fix its own rules of pro- cedure, and shall meet where and as provided by such rules or by resolu- tion of the Board; and shall also meet at the call of the President or of any two members of the Committee. The President shall be Chairman of Buch Committee.il Sec. 2. Other Committees. From time to time the Board of Directors by the affirmative vote of a majority of the whole board may appoint any other Committee or Committees for any purpose or purposes, and such Committee or Committees shall have and may exercise such powers as shall be conferred or authorized by the resolution of appointment. Article 5. OflBcers. Section 1. Officers. The Officers of the Company shall consist of a President, a Vice President, or more than one Vice President, a Secre- tary one or more Assistant Secretaries, a Treasurer, one or more As- sistant Treasurers, an Auditor, one or more Assistant Auditors, and such other officers as shall from time to time be provided for by the Board of Directors. Such officers shall be elected by ballot at the first meeting of the Board of Directors after the annual election of Directors when there shall be a quorum, and shall hold office for one year and until their respective successors shall have been duly elected and qualified; pro- vided, however, that all officers, agents, and employes of the Company shall be subject to removal at any time by the affirmative vote of a ma- jority of all the Directors. In its discretion the Board of Directors, by a vote of a majority thereof, may leave unfilled for any such period as it may fix by resolution, any office except those of President, Treasurer, Secretary and Auditor. Sec. 2. Powers and Duties of President. Subject to tne control of the Board of Directors, the President shall have general charge of the affairs of the Company. He shall have supervision over and direction of all officers and employes of the Company, and shall see that their duties are properly performed. lie shall sign and execute all authorized bonds, contracts or other obligations in the name of the Company, and with the Secretary or an Assistant Secretary shall sign all certificates of the shares of the capital stock of the Company. He shall preside at all meetings of the Board of Directors, and by virtue of his office he shall be a member and chairman of the Executive Committee. He shall each year present an annual report of the preceding year's business to 11 — See as to executive Committee, Cook on Corporations, § 715; Clark & M., Corp., §§ 731, 732. 710 CORPORATION FORMS AND PRECEDENTS. the Board of Directors at their meeting immediately preceding the annual meeting of the stockholders, — which report shall be read at the annual meeting of the stockholders. He shall do and perform such other duties as from time to time may be assigned to him by the Board of Directois.i- Sec. 3. Powers and Duties of Vice President. Each Vice President shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors of the Company. Sec. 4. Powers and Duties of Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders, and also when requested by a Com- mittee, the minutes of such Committee, in books provided for that pur- pose. He shall attend to the giving and serving of all notices of the Company. He may sign with the President, in the name of the Com- pany, all contracts, authorized by the Board of Directors or by the Execu- tive Committee and when so ordered by the Board of Directors or the Execu- tive Committee he shall affix the seal of the Company thereto. He shall have charge of all books, documents and papers properly belonging to his office and of such other books and papers as the Board of Directors or the Executive Committee may direct. He shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors and of the Executive Committee, and shall do and perform such other duties as from time to time may be assigned 'to him by the Board of Directors or by the Executive Committee.is Sec. 5. Assistant Secretaries. Each Assistant Secretary shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors of the Company. Sec. 6. Powers and Duties of Treasurer. The Treasurer shall act as the financial agent for the Company for the receipt and disbursement of its funds. He shall safely keep and account for all moneys and funds that shall come into his hands, and shall deposit the same to t^e credit of the Company under the na.me ' ' Treasurer 's Account of Company" in such bank or banks or depositary as the Board of Directors may designate. The Treasurer shall keep account of all receipts and disbursements, and whenever required by the Board of Directors or the Executive Committee, shall render a statement of his cash account. He shall do and perform such other duties as may from time to time be assigned to him by the Board of Directors.i* Sec. 7. Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may be assigned to him by the Board of Directors. Sec. 8. Powers and Duties of Auditor. The Auditor shall have charge of all the principal books of account of the Company, which shall be kept in his office, and he shall also be charged with the general supervision and direction of all the accounts of the various departments of the Com- pany. He shall have general charge of the bookkeeping of the Company at all its different places of business, and shall make full and complete 12 — See as to powers and duties of the president, Cook on Corporations, § 716; Clark & M., Corp., § 701. 1,3 — See as to powers and duties of the secretary. Cook on Corporations, § 717; Clark & M., Corp., § 704. 14— See as to powers and duties of the treasurer, Cook on Corporations, § 717; Clark & M., Corp., § 703. BY-LAWS. 711 tabulated statements of the business of the Company. He shall require of the diflforent managers ami agent-s of the Company such tabulated statements as will assist him in giving clear and comprehensive reports of the ("ompauy's business to the Board of Directors. He shall see that the books of account are kej)! in proper form and correctly. Upon his discovering any delintpiency in accounts of managers or agents of the Company, he shall report the same in writing, along with the name of the dclinipient, to the Executive Committee or the Board of Directors. All payments shall be made upon voucher and be examined and api)roved by him, and it shall be his duty to see that vouchers are returnetl for all disbursements made, and that such vouchers are filed and preserved. He shall prescribe the different forms and blanks to be used so as to pre- serve as nearly as possible uniformity in the same. He shall furnish such information from his l)ooks as may be desired by the Board of Directors or by the Executive Committee. He shall do and perform such other duties as from time to time may, be assigned to him by the Board of Directors. 15 Sec. 9. Assistant Auditors. Each Assistant Auditor shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors. Article 6. Stock Certificates and Transfers. Section 1. Stock Certificates and Transfers. All certificates for shares of the capital stock of the Company shall be signed by the President, or a Vice President duly authorized by the Board of Directors so to do, and the Secretary or an Assistant Secretary. All certificates shall be consecutively numbered in progression beginning with number one. Each certificate shall show upon its face the name of the person owning the shares represented thereby with the number of such shares and the date of issue and that the stock thereby represented is transferable only upon the books of the Company and upon the surrender of such certificate. ic A stock transfer book, known as the Stock Register, shall be kept, in which shall be entered the number of each certificate issued, and the name of the person owning the shares represented thereby with the number of t.uch shares and the date of issue. The transfer of any share or shares of stock in the Company may be made by a surrender of the certificate issued therefor and a written assignment thereof by the owner or his duly authorized attorney in fact. Upon such surrender and assignment a new certificate or certificates shall be issued to the assignee as he may be entitled, but without such surrender and assignment no transfer of stock will be recognized by the Company.iT The Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer and registration of certifi- cates for shares of the capital stock of the Company, and may appoint transfer agents and registrars of transfer, or either of them, and may .15 — See as to auditors. Cook on Corporations, § 720. 16 — See generallv as to form and execution of stock certificates, Cook on Corporations. § 13; Clark &- M.. Corp.. S 424. 17 — See generally as to formalities of transferring stock. Cook on Cor- porations, §§372-384; Clark & M., Corp., §§582-592. 712 CORPORATION FORMS AND PRECEDENTS. require all stock certificates to bear the signature of either or both. The stock transfer books shall be closed ten days before each meeting of the stockholders, and during such period uo stock shall be transferable,i8 * Article 7. Cash, Notes and Bonds. Section 1. Checks. Funds of the Company deposited in banks and other depositaries to the credit of the Treasurer's Account of Company, shall be drawn from such banks and de- positaries by checks signed by the President, a Vice President duly authorized by the Board of Directors so to do, or Treasurer and counter- signed by the Auditor, or an Assistant Auditor duly authorized by the Board of Directors so to do. Whenever branches of the Company shall bo established the managers of such branches shall deposit all moneys leceived to the credit of the Company and in its name in such bank or banks and depositaries as the Board of Directors may designate. Funds so deposited to the credit and in the name of the Company may be drawn from such places of deposit upon checks signed as hereinbefore provided, or by such person or persons as may be duly authorized by the Board of Directors by power of attorney, which said power of attorney shall be duly executed by the President, a Vice President duly authorized by the Board of Directors so to do, or the Treasurer and attested by the ' Secretary or an Assistant Secretary under the official seal of the Com- pany. Sec. 2. Notes and Other Evidences of Indebtedness. Notes given by the Company shall be valid only when signed by the President, a Vice President duly authorized by the Board of Directors so to do, or Treasurer and countersigned by the Auditor or an Assistant Auditor duly authorized by the Board of Directors so to do. Bills receivable, drafts and other evidences of indebtedness to the Company shall, for the purpose of dis- count and collection, be endorsed by the President, a Vice President duly authorized by the Board of Directors so to do, Treasurer, Auditor, or an Assistant Auditor duly authorized by the Board of Directors so to do, or such other person or persons as the Board of Directors may from time to time authorize so to do. Sec. 3. Bonds. The President, or a Vice President if such Vice Presi- dent be duly authorized by the Board of Directors so to do, or the Treasurer shall have authority to execute bonds in the name of the Company in all legal proceedings in which the Company may be interested as a party. Such bonds shall also be attested by the Secretary or an Assistant Secre- tary under the official seal of the Company. Article 8. Fiscal Year. Section 1. Fiscal Year. The Fiscal year of the Company shall begin on the first day of January and end on the thirty-first day of December in each year. 18 — See as to the closing of the transfer books. Cook on Corporations, §§.539-540, 611; Clark & M., Corp., §560. BY-LAWS. 713 Article 9, Amendment of By-Laws. Section 1. Amendment of By-Laws. These By-Laws may be altered, amended or repealed at any regular meeting of the Board of Directors by a vote of the majority of the same, or at any special meeting of the Board of Directors when all the Directors are present, by a vote of the majority so present. Form 1168. ^ BY-LAWS— (SOUTH CAROLINA CORPORATION). COTTON MILLS COMPANY — BYLAW.S. Article I. Title, Location, Corporate Seal. 1. The title of this corporation shall be " Cotton Mills Company.! ' ' 2. The principal office of this corporation shall be in or near the city of Greenville, South Carolina, but this corporation may have other offices at such places as the board of directors shall designate and the business of this corporation may require. 2 3. This corporation shall have a corporate seal which shall be of such form and device as the. board of directors may determine. It sliall have inscribed thereon the name of this corporation and the year of its creation, and the words "Corporate Seal, South Carolina." The directors may change the form and device and inscription of the seal at pleasure. The directors may, if they deem advisable, provide more than one seal press for making imprints of the corporate seal and make suitable regulations and provisions for the custody and use thereof.3 Article 11. Capital Stock. The capital stock of this corporation shall be divided into shares of the par value of one hundred dollars ($100) each, and into three classes, to wit:* Guaranteed slock.s Preferred stock.« Common stock. The designations, preferences, restrictions, and qualifications of the shares of this corporation shall be, and they are hereby, fixed as follows: 1 — See as to the corporate name, Cook on Corporations, § 15 ; Clark & M., Corp., §§11, 50-56. 2 — See as to the principal office, Cook on Corporations, §§ 1, 572a; Clark & M., Corp., §8 114-122. 3 — See as to the corporate seal. Cook on Corporations, §§ 13, 721, 722; Clark & M.. Corp., §§ 12, 192. 4 — See generallv as to capital stock, Cook on Corporations, § 12; Clark. & M., Corp.. §§374 378. 5 — See for definition of guaranteed stock, Cook on Corporations, §267; Clark & M., Corp.. § 414. 6 — See generally as to preferred stock, Cook on Corporations, §§ 267-27S; Clark & M., Corp., §§413-421. 714 CORPORATION FORMS AND PRECEDENTS. Guaranteed stock: Holders of guaranteed stock of this corporation shall be entitled to receive when and as declared from the surplus or net profits preferred cumulative dividends at the rate of seven per cent. (7%) per annum, and no more, payable quarterly on the first days of July, October, Jan- uary, and April of each year after issue, and shall have preference in case of liquidation, dissolution, or winding up (whether voluntary or involuntary) of the corporation, both as to par value and accumula- tive dividends, with interest at seven per cent. ("%) per annum, from date of maturity on any unpaid dividends, over all other stocks. No dividend shall be paid on any other class of stock until all dividends due on the Guaranteed stock, with interest thereon, shall have been paid. Shares of Guaranteed stock issued between the dates fixed for the payment of dividends shall be entitled at the next dividend day to a dividend at the rate aforesaid for the current quarter during which said stock shall have been issued. The original issue of Guar- anteed stock is limited to two million dollars ($2,000,000), which may be increased to three million dollars ($3,000,000), by the sale foi cash at not less than par of additional Guaranteed stock for the purpose of acquiring additional property. It may be increased beyond three million dollars ($3,000,000) only upon the written consent or vote in a stockholders' meeting of holders of eighty per cent, of the Guar- ateed stock at the time outstanding. In no case shall Guaranteed stock be issued in a proportion greater than "bne share of Guaranteed stock to three shares of Preferred stock. No mortgage or other lien shall be placed on any of the real estate or machinery of this corporation, or hereafter on real estate or machinery of any corporation controlled by it, except upon written consent or vote in a stockholders' meeting cf holders of eighty per cent, of the Guaranteed stock at the time outstanding. No dividends shall be paid on the Common stock until there shall have been set up out of earnings a reserve for depreciation equal to at least two and one-half per cent, per annum on the par value of the outstanding Guaranteed and Preferred stocks for each year after April 1, 1911, which reserve shall be at least equivalent to sixty cents per annum for each spindle in the properties owned or controlled by this corporation: provided, however, that such reserve may in any year be decreased by the amount charged off for depreciation of prop- erty owned by this corporation or any corporation controlled by it. The judgment in good faith of the board of directors of this corpora- tion shall be final as to the amount of said reserve to be set up and the deductions therefrom. For the purpose of providing for the final retirement of the Guaranteed stock, this corporation shall, beginning April 1, 1917, set aside annually in cash out of earnings of the pre- ceding year or years, after payment of all dividends with interest accrued upon the Guaranteed stock, and before payment of dividends on other stocks, an amount equal to five per cent, of the par value of the outstanding Guaranteed stock, to be known as "Redemption Fund," which fund until used for retirement of Guaranteed stock, as herein- after set forth, shall be invested as the directors may determine, and kept apart from all other assets of the Companj^ and together with all additions and income shall constitute a fund solely for the purpose of BY-LAWS. 715 providiug for the retirement of Guaranteed stock. This corporation shall on or before May 1, in each year, beginning May 1, 1911, by n ailing notice to each holder of Guaranteed stock at his record address, invite otters ten Article IV. Power of Directors. The board of directors shall have and exercise all the powers of this corporation which are not reserved to the stockholders by these By-laws 0." by the laws of the State of South Carolina now or hereafter in force. 11 Without in any way restricting the foregoing general power and authority, the board of directors shall have full power with respect to the following matters: — 1. In case of resignation of any director, the remaining directors shall have power to accept said resignation, and in case of any vacancy existing in the board through death, resignation, disqualification, fail- ure to elect or qualify, or any other cause whatsoever, the directors remaining in oflice, even though they be less than a quorum, may elect a director to hold office for the unexpired portion of the term of any directorship that shall be vacant, and until the election and qualifica- tion of a successor. 2. By affirmative vote of a majority of the whole board to designate three or more directors to constitute an executive committee, which said committee shall have and may exercise such powers as may be designated in these By-laws, and such further powers as may be conferred upon them by the board. 12 3. By affirmative vote of a majority of the whole board to appoint other standing committees, which standing committees shall have an — See generally as to the call and notice of corporate meetings. Cook on Corporations, §§592-602; Clark .<: M.. Corp., §§646, 647. 720 CORPORATION FORMS AND PRECEDENTS. Guaranteed stock in respect of dividends and liens upon the assets of this corporation.'-'*^ A majority in amount of the issued stock entitled to vote shall be requisite to constitute a quorum for the election of the directors, or the transaction of other business at any stockholders' meeting: provided, however, that less than a majority of such stock may adjourn a meeting to a stated time and place.21 No notice to stockholders shall be necessary for any adjourned meeting, nor shall any notice be required when all the stock- holders, entitled to vote, waive notice of said meeting; and, when all the ♦stockholders entitled to vote meet in person or by proxy and sign a written consent on the records of the meeting, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken.22 At all meetings of the stockholders, representation by proxy granted not more than the period allowed by law before the meeting shall be allowed. The proxy shall state on its face the meeting at which it is intended for use.23 Article VI. Meetings of Directors. Kegular meetings of the directors shall be held on the third Wednesday of February, May, August, and November in each year, at such .time and place as may be fixed by order of the directors or of the executive com- mittee. Notice of regular meetings, except that on the third Wednesday in February (which shall be held immediately after adjournment of the stock- holders' meeting), shall be given as hereinafter provided in the case of special meetings of the board. 2^ Special meetings of the board may be held at any time and place when- ever requested by the President, or the executive committee, or three directors, and shall be called by written notice, signed by the Secretary, and delivered to each director, or deposited not less than five days prior to the day fixed for the meeting in the post-office, postage paid, addressed to each director at his place of residence or of business, or sent by tele- gram so addressed. In the absence of the Secretary, the notice of the meet- ing of directors may be signed by the President, a Vice-President, or one of the directors. At all meetings of the board of directors a majority of the number of directors in office shall constitute a quorum for the transaction of business: less than a quorum may, however, adjourn the meeting to a stated time and place.25 OQ See generally as to restrictions on the voting rights of stock- hofders. Cook on Corporations, §§269, 468, 605-609a, 612, 622; Clark & M., Corp., § 653. . .■ n v n 21 See generally as to quorum at corporate meetings. Cook on Corpora- tions, §607; Clark & M., Corp., § 649g. _ 22 See generally as to waiver of notice. Cook on Corporations, §599; Clark & M., Corp., § 647. 23 See generally as to proxies, Cook on Corporations, §610; Clark & 24 See as to meetings of directors, Cook on Corporations, § 713a; Clark & M., Corp., §§676-683. 25_See Cook on Corporations, § 713a; Clark & M., Corp., § 681. BY-LAWS. 721 Article VII. Compensation of Directors. The directors, as such, shall not receive any stated salary for their services, but by resolution of the board each director may be compensated for attendance at any regular or sjiccial meeting of the board. Members of the executive committee or of any standing or special committee may by resolution of the board be allowed such compensation for their services as ihe board may deem reasonable, and additional compensation may be made to directors for special services rendered. 20 Article VIII. Waiver of Notice. Any notice required to be given by these By-laws to any stockholder, director, or otiicer of this corporation, may be waived by the stockholder, director, or officer entitled to receive the same.27 Article IX. Officers. The officers of this corporation shall consist of a President, one or more Vice-Presidents, a Treasurer, a Secretary, and such Assistant Treasurers, Assistant Secretaries, and other ofTicers as may from time to time be elected or appointed by the board of directors. The President and at least one of the Vice-Presidents and Chairman of the Board, if such office be provided for, shall be elected by the directors from their own number by ballot. None of the other officers need be stockholders: they shall be elected or appointed by the board of directors. Article X. Duties of the President. It shall be the duty of the President to preside at all meetings of the stockholders. He shall be the chief administrative officer of this Corpora- tion, and shall have such powers and be sub.iect to such duties as are pro- vided by the law of South Carolina, or in these By-laws, and such as may be conferred upon him by vote or resolution of the board of directors or executive committee. Article XI. The Vice-Presidents. In the absence or disability of the President, one of the Vice-Presidents, a member of the board, whenever designated by the directors or by the executive committee, shall have all the powers and be subject to all the duties of the Presidents so long as such absence or disal)ility continues. The various Vice-Presidents shall have such powers and duties as may from time to time be conferred on them by the board. 26 — See generally as to the right of directors to receive compensation, Cook on Corporations, § 657; Clark & M., Corp., §§ 670-675. 27— See Cook on Corporations, §599; Clark & M., Corp., §§647, 680. 722 CORPORATION FORMS AND PRECEDENTS. Article XII. Chairman of Board. The Chairman of the Board, when present, shall preside at meetings of directors and perform such other duties as may be designated by the board of directors, but, until provision be made for a chairman, the President shall preside at meetings of directors. Article XIII. The Treasurer, The Treasurer shall keep full and accurate accounts of receipts and dis- bursements in books belonging to this corporation, and shall deposit all money and other valuable effects in the name and to the credit of this corporation in such depositories as may be designated by the board of directors or the executive committee. He shall disburse the funds of this corporation as may be ordered by the board, taking proper vouchers for such disbursements; shall receive and give receipts for all money payable to this corporation from any source whatever; shall sign and execute all notes, indorsements, and guarantees made in behalf of this corporation, which however, shall be countersigned by the President or one of the Vice- Presidents as prescribed by the Board of Directors; shall indorse checks and warrants in the name of this corporation and shall give full discharge for the same; and shall render to the directors or executive committee, when- ever they may require it, an account of all his transactions as Treasurer and of the iinancial condition of this corporation. He shall execute and deliver to this corporation a bond in such sum and with such surety or sureties as shall be required by the board of directors or the executive committee for the faithful discharge of his duties. The board of directors or the executive committee may appoint one or more Assistant Treasurers to perform such of the duties, and to have such of the powers of the Treasurer, as shall from time to time be assigned to them by the board or by the executive committee. Each Assistant Treas- urer shall execute and deliver to this corporation a bond in such sum and ■with such surety or sureties as shall be required by the board of directors or the executive committee for the faithful discharge of his duties. The board of directors or the executive committee may appoint one or more Cashiers to assist the Treasurer in collecting, earing for, and disburs- ing the funds of this corporation. All checks, drafts, or orders for the payment of money shall be signed by the Treasurer, or an Assistant Treas- urer, unless other officers are assigned that duty by the board of directors or by the executive committee, and countersigned by the President, a Vice- President, or such officer as may be designated by the board or by the executive committee. Each Cashier shall give this corporation a bond in such sum and with such surety or sureties as shall be required by the board of directors for the faifhful discharge of his duties. Article XTV. Secretary, The Secretary shall be elected by the board of directors, and shall be sworn to the faithful performance of his duties. BY-LAWS. 723 lie shall attend all meetings of the stockholders and board of directors, shall act as clerk thereof, and record all votes and the minutes of all pro- ceedings in a book or books to be kept for that imrpose. He shall perform like duties for the standing committees, when required, and shall perform such other duties as may be required of him by these Bj'-laws or by the board of directors. The board of directors or the executive committee may appoint one or more Assistant Secretaries to perform such duties, and to have such powers cf the Secretary as shall from time to time be assigned to them by the board of directors or by tlic executive committee. Each Assistant Secretary shall be sworn to the faithful i)erformance of his duties.28 Article XV. The Executive Committee. There shall be an executive committee of three or more of the directors designated by the Ijoard of directors by tlic afTirmative vote of a majority of the whole board. Meetings of the executive committee may be called by the President, or Chairman of the Board, or any member of the conmiittee. They shall advise with and aid tlie officers of this corporation in all mat- ters concerning its interests and the management of its business, and gen- erally perform such duties and exercise such powers as may be directed or delegated by the board from time to time; and they shall have authority to exercise all the powers of the board in the management of the business and the affairs of this corporation whenever the board is not in session, and they shall further have power to authorize the seal of this corporation to be affixed to all papers which may require it. 29 The executive committee shall keep regular minutes of its transactions and shall cause them to be recorded in a book kept for that purpose, and shall have said minutes sub- mitted for approval to the board of directors when next in session. The presence of two members of the committee shall constitute a quorum for the transaction of business, and the affirmative vote of at least two mem- bers shall be necessary to the adoption of any resolution or vote. Article XV I. Certificates of Stock and Transfers of Stock. Each stockholder shall be entitled to a certificate of stock, certifying the number of shares owned by him in tins corporation. Certificates of stock shall be of such tenor and design as the hoard of directors may adopt, and the tenor and design thereof may be changed by the board of directors at l.leasure.30 Certificates of stock shall be signed by the President or a Vice-President and by the Treasurer, or by other officers authorized from time to time to sign the same, and shall have affixed thereto the corporate seal. Shares of stock may be transferred by the registered holders thereof, or by their attorneys legally constituted, or by their legal representatives, 2S — See as to the powers of the secretary. Cook on Corporations, §717; Clark & M., Corp., § 704. 29 — See as to executive committee, Cook on Corporations, §715; Clark & M.. Corp.. §§ 7.-?] -73:?. 30 — See generally as to certificates of stock, Cook on Corporations, §13; Clark & M., Corp.," §§ 378, 423-427. 724 CORPORATION FORMS AND PRECEDENTS. by delivery of the certificate and an assignment of said shares in writing. No transfer or assignment of shares shall affect the right of this corporation to pay any dividend due upon the stock, or to treat the registered holder as the holder in fact, until such transfer or assignment is registered on the books of this corporation.si Old certificates shall be surrendered and cancelled before new certificates in lieu thereof shall be issued, except in cases where it is claimed that certificates of stock have been lost or destroyed, in which cases the boara of directors may cause new certificates to be issued upon the terms ana conditions prescribed by the laws of the State of South Carolina, or, in the absence of such provisions, upon such terms and conditions and upon receiv- ing such indemnity or security as in the judgment of the board shall fully protect this corporation.32 Article XVIT. Transfer Agent. The board of directors shall appoint a transfer agent who shall keep a stock ledger and transfer book for the transfer of the shares of the capital stock. A list of stockholders, with the number of shares of stock held by each set opposite the respective names of the stock- holders, certified by the President or Treasurer, shall be sufficient au- tliority to the transfer agent to credit upon the stock ledger to each stockholder the number of shares of stock and the number of the cer- tificates of stock representing the same to which each stockholder is entitled, and, if certificates of stock have not been issued therefor, to issue the same. No new certificates of stock shall be issued by the transfer agent except upon the transfer, surrender and cancellation of old certificates for an equal number of shares of said stock, except, however, in cases where it is claimed, that the certificates have been lost or destroyed, in which cases a new issue may be only in accord- ance with the provisions of these By-laws and the laws of the State of South Carolina. Upon such transfer, surrender, and cancellation, the former stockholder shall be debited on the stock ledger with stock t'-ansferred and surrendered by him and cancelled, and the new stock- holder credited upon the stock ledger with the amount of stock trans- ferred to him. Article XVIIL Books, Accounts, and Records. This corporation shall keep at its principal office in the State of South Carolina records of the meetings of stockholders and a book showing a true and complete list of all stockholders, their residences^ and the amount of stock held by each, and books containing a record of the affairs of this corporation. The books, accounts, and records of this corporation shall be open 31 — See generally as to the transfer of stock, Cook on Corporations, §§372-.384; Clark & M., Corp., §§5.57-607. 32— See generally as to lost or stolen certificates, Cook on Corporations, §§358-362, 406; Clark & M., Corp., §§434. BY-LAWS. 725 to the inspection of any member of the board of directors at all limes in business hours. ^3 The board of directors may close the stuck, transfer books from time to time for the meetings of stockholders, for the payment of dividends, and for other purposes, for such pcrioil of time not exceeding twenty days as it may determine upon, and during such period no stock trans- fers shall be registered in the books.34 It shall be the duty of the board of directors at least once a year and in sixty days after the close of the fiscal year to cause the books and accounts of this corporation to be examined and audited by a competent public accountant, and to cause a copy of the report of said accountant to be mailed to each of the stockholders of this cor- poration. Article XIX. Amendment of By-laws. Except as hereinafter provided, these By-laws may be altered, amended, or rescinded at any regular or special meeting of the stock- liolders by vote of the majority of the stock represented at such meet- ing, provided that in the call and notice for such meeting notice of such intended alteration, amendment, or rescission is given; and pro- vided, further, that nothing contained in this article shall be construed as giving the stockholders the right to change, alter, or abridge the rights and privileges of the Guaranteed and Preferred stock, except in the manner and to the extent prescribed by Article II of these By- laws. Nothing, however, contained in this article shall prevent the increase of the capital stock from time to time as provided in said Article II and in pursuance of the laws of South Carolina. 35 Article II of these By-laws shall not be subject to amendment or rescission. Form 1169. BY-LAWS— (DELAWARE FORM). By-Laws of Article I. Officers. Section 1. Principal Office. The principal office of the corporation in the State of Delaware is to be located in the City of , County of The name of the agent in charge, thereof, upon whom process against this corporation may be served, is Section 2. Other Offices. In addition to its principal office in the 33 — See as to directors' right to inspect corporation books, Cook on Corporations, §511. See, also. State v. Citizens Bank, 51 La. Am., 426; People v. Central Fish Co., 117 N. Y. App. Div. 77; People v. Throop, 12 Wend. (N. Y.) 181. M — See as to closing transfer books. Cook on Corporations, §§382, 538, 539. 611; Clark & M., Corp., §560. 35 — See as to amendment of by-laws. Cook on Corporations, §§4a, 708; Clark & M., Corp., § 640. 726 CORPORATION FORMS AND PRECEDENTS. state of Delaware, the corporation may maintain offices at any other place, or places, designated by the Board of Directors. Section 3. Corporate Seal. This corporation shall have a seal, upcn Avhich shall be inscribed its name, the year of its creation, and the ^\0Td "Delaware." Article II. Stockholders' Meetings. Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the of in each year, beginning in the year , if not a legal holiday, and, if a legal holiday, then on the day following, at the principal office of the corporation, in , Delaware, or at such place out- side of the State of Delaware as the directors may from time to time designate, when they shay elect by a plurality vote by ballot a board of directors, and shall transact such other business as may come before the meeting. Section 2. Quorum — A'^oting. A majority in amount of the stock out- standing shall be requisite to constitute a quorum for an election of directors, or the transaction of any other business, except to adjourn, and each stockholder having voting power shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of stock registered in his name on the books of the corporation, provided that no share of stock shall be voted on at any election which has been transferred on the books of the corporation within twenty days next preceding such election. Section 3. Special Meetings. Special meetings shall be called for any purpose at any time by the President or Secretary upon the writ- ten request of directors, or the holders of stock then issued and outstanding, or upon resolution of the board of directors, which request or resolution shall state the purpose or purposes thereof. Section 4. Notice of Meeting. Written notice setting forth the time and place of the meeting, and the general nature of the business to be considered thereat, shall be given by the President or Secretary to each stockholder having voting power at such meeting at least days before the meeting, in the case of an annual meeting, and days before the meeting in the case of a special meeting. No business other than that stated in the notice therefor shall be con- sidered or transacted at any special meeting without the unanimous consent of all the stockholders having voting powers present or repre- sented thereat. Article III. Directors. Section 1. Number and Qualifications. The board of Directors shall consist of members, each of whom shall at all times be a stockholder to the extent of at least three shares, and at least one of whom shall be a resident of the State of Delaware. Section 2. Increase of Directors. The number of directors may be increased at any time by the affirmative vote of a majority of the BY-LAWS. 727 directors at any regular or special meeting; and in such case the addi- tional directors may bo chosen at said meeting, to hold ofiice until their successors are respectively elected and (lualified. Section 3. Annual and Stated Meetings. The annual meeting of the hoard of directors shall be held on at , or at such place as shall be determined by resolution of the board. Stated meetings of the board may be hcbl at such time and places as shall be determined from time to time by resolution of the board. Both annual and stated meetings may be held without notice thereof. Section 4. Special Meetings. Special meetings of the board may be called by the President on days' written notice to each director, and- shall be called upon like notice by the Secretary on the written request of directors. Such meetings may be held ar any time and place without previous notice if all the directors are actually present. Article IV. Officers. Section 1. OflScers Generally. The officers of the corporation shall consist of a President, Vice-President, Secretary, and Treasurer. The Secretary and Treasurer may or may not be the same person, and need not be a director or directors. The President and A'icePresident shall be chosen from among the directors, and all officers shall be chosen by the directors at the annual meeting of the Board, and shall hold office for one year, and until their respective successors are elected and qualified. Section 2. President. The President shall preside at all meetings of the Board of Directors, and shall be ex-officio chairman of all meet- ings of the stockholders. Subject to tho approval or direction or author- ization of the Board of Directors, while the Board is not in session he shall have general charge and care of the business and property of the corporation; appoint and discharge employees and agents of the corpora- tion, and determine their compensation; execute all authorized contracts and agreements; sign all certificates of stock; and do and perform such additional duties as shall be ordered by the Board of Directors. Section 3. Vice-President. In the absence or disability of the Presi- dent, the A'' ice-President shall be vested with all the powers and perform all the duties of the President, and shall have such additional powers and perform such additional duties as shall be ordered by the Board of Directors. Section 4. Secretary. The Secretary shall be ex-officio Secretary of the Board of Directors and of all the standing committees; shall give, or cause to be given, all required notices of meetings of the stock- holders and directors; shall record all proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose, and shall perform like duties for the standing committees; and shall perform such other duties as ni:iy be assigned to him by the Board of Directors or the President ; he shall have custody of the seal of the corporation, and shall affix the same to any instrument when duly authorized so to do and attest the same. He shall be sworn to the faithful discharge of liis duties. 728 CORPORATION FORMS AND PRECEDENTS. Section 5. Treasurer. The Treasurer shall have the custody of all moneys and valuable papers and documents of the corporation; shall place the same for safe keeping in such de^iositories as may be desig- nated by the Board; shall expend the funds of the corporation as directed by the Board, taking proper vouchers for such expenditures; shall keep, or cause to be kept, a book, or books, setting forth a true record of the receipts, expenditures, assets, liabilities, losses and gains of the corporation; and shall, when and as required by the President or the Board of Directors, render a statement of the financial condition of the corporation. He shall register and transfer stock of the cor- I.>oration under such regulations as may be prescribed by the Board. He shall countersign certificates of stock. The treasurer shall give a bond for the faithful discharge of his duties in such amount and with such surety as and when prescribed by the Board. Article V. I Capital Stock. ' Section 1. Manner of Executing. The President shall issue, or cause to be issued, to each stockholder a certificate, or certificates, signed by himself or the Vice-President, and countersigned by the Treasurer, with the seal of the corporation afiixed thereto, certifying the number of shares of stock of the corporation owned by such stockholder. Section 2. Transfers. Shares of stock of the corporation shall be transferable only upon its books by the holder, or holders, thereof in person, or by proxy, or by his or their duly authorized attorney or legal representative, who shall at such time surrender to the corpora- tion the old certificate, or certificates, and receive new certificates in exchange therefor, but no stock shall be transferred within twenty days nexit preceding the date fixed for the payment of a dividend. Surrendered certificates shall be cancelled at the time of such trans- fer. Each transfer shall be recorded, and the original record, or dupli- cate thereof, shall be kept at the principal office of the corporation in the State of Delaware. No transfer shall be made for collateral security unless so expressed in the entry of the transfer. Section 3. Dividends. Dividends may be declared by the Board of Directors in its discretion from surplus or net profits of the corporation, and the transfer books of the corporation shall be closed for a period not exceeding days next preceeding the day appointed for the payment of any dividend. Section 4. Stock Ledger. The original or duplicate stock ledger con- taining the names and addresses of the stockholders in alphabetical order, and the number of shares held by them respectively, shall at all times during usual hours for business be open to the ex!\miuation of every stockholder at the principal office of the corporation in this state, which original or duplicate stock ledger shall be the only evidence as to the stockholders entitled to vote in person or by proxy at any election. Article VI. General Provisions. Section 1. Notice. Unless otherwise expressly provided, any notice required by these by-laws to be given to any person, or persons, shall be BY-LAWS. . 729 in writing, and may be given by depositing the same in a post-office or letter-box in a post-paid sealed wrapper, addreaaed to auch peraon or persona at his or their addreas as the same appears on the books of the corporation, and such notice shall be held to have been given on the day of such deposit. Section 2. Vacancies in Office. If, by reason of death, resignation, disqualification or otherwise, the office of any director, or any other office, shall become vacant, the directors in office, although less than a quorum, may choose a successor, who shall hold office for the unex- pired term and until his successor shall be duly elected or chosen and qualified. Section 3. Adjournments. Whenever at any meeting provided for in these by-laws less than a quorum shall be present or represented, such meeting may thereupon be adjourned from time to time by a majority vote of those present or represented, without notice, until a quorum shall be jiresent or represented, provided, however, that no adjourn- ment shall be for a period exceeding one month at any one time. Any meeting at which a quorum is present or represented may be adjourned in the same manner for such time as may be fixed by a majority vote at such meeting. At any adjourned meeting, whenever a quorum is pres- ent, any business may be transacted which could have been transacted at the meeting originally called, hail a quorum been present. Section 4. Fiscal Year. The fiscal year of this corporation shall begin on the tlay of Article VII. Amendments. Any of the by-laws of this corporation may be amended or altered by the affirmative vote of the holders of a majority of the stock, having voting powers, issued and outstanding, or by the affirmative vote of a majority of the Board of Directors, at any regular or special meeting, provided that each stockholder having voting power and each director sliull have been given notice of the proposed amendment or alteration at least (lays preceding any meeting called for such purpose. A copy of any by-law as amended shall be mailed to each stockholder within after the adoption of the same. Form 1170. BY-LAWS— (MAINE FORM). Name, Location and Offices. 1. The title of the Corporation is 2. The Company is located at , Maine, and its principal office is at the office of in said 3. The Company may also have offices in such other places within or without the State of Maine as the Board of Directors may determine. Seal. 4. The Company shall have a circular seal containing the name of the Cympany, the year of its creation and the words *' , Maine." 730 CORPORATION FORMS AND PRECEDENTS. Okuanization and Stockholders' Meetincs. 5. All Stockholders' nieetiugs shall be held at the principal oflice of the Coiiipany. 6. All associates for the organization of this corporation shall be sub- scribers to the capital stock thereof. Such associates shall sign the Articles of Agreement for such organization either personally, or by attorney there- unto duly authorized, and may be represented by such attorney at the original meeting of associates or any adjournment or adjournments thereof. Prior to the filing of the certificate of organization with the Secretary of the State of j\laine, the only business to be transacted at such meeting shall be that pertaining to the organization of this corporation, but at any adjourned meetings of such associates held after the filing of such certificate, at which all are present in person or by attorney, any corporate business may be transacted without previous notice thereof. Parties securing stock by transfer from the associates subsecjuent to the filing of such certificate shall be entitled to representation at such adjourned meetings, which shall be deemed to be stockholders' meetings of the corporation to all intents and purposes, but at said meeting they shall have but one vote irrespective of their holdings. Each associate, or subscriber to stock, shall at the original and any adjourned meetings, have but one vote, irrespective of the amount of his suVjseription. All the officers of this corporation shall be elected at organization by the associates, but thereafter they shall be elected in accordance with the provisions of Sections 13 and 19 of these by- laws. The stockholders of this Company shall have power to fill all vacan- cies in any of the offices of this Company, however occasioned, occurring at any time before the final adjournment of the associates' meeting; vacancies occurring subsequent to the final adjournment of said associates' meeting shall be filled in accordance with the provisions of Section 35 of these by-laws. All or any of the shares of stock subscribed for at or prior to the meeting of associates for the organization of this corporation, or at any adjournment thereof, may, before the issue of a stock certificate to any such subscriber, be transferred by him by an appropriate instrument of transfer signed by him or by his duly authorized attorney. A copy of such instrument inserted in the record book of the Clerk of the Corporation, or of the Secretary of the Board of Directors, either or both, shall consti- tute the record of the transfer of such stock, and such record books are hereby made the ' ' Corporation Books ' ' for all purposes in the premises. Section 38 of these by-laws is made subject to so much of the foregoing as relates to the transfer of stock subscribed for at or prior to the meeting of associates. The following provisions of this Section relate to stock- holders' meetings held after the said meeting of associates or any adjourn- ments thereof, viz.: Stockholders entitled to vote may vote at all other meetings either in person or by proxy appointed by instrument in writing subscribed by the stockholder or by his duly authorized attorney, and granted not more than thirty days before the meeting, which shall be liamed therein. Before any such written proxy is voted upon it shall be filed with the Clerk. Such stockholders may also be represented at all meetings by a general power of attorney produced at the meeting. Such powers of attorney shall be good until revoked. Each of such stockholders is entitled to one vote for each share of stock standing in his name on the tenth day preceding such meeting, exclusive of the day of such BY-LAWS. 731 mectinp. The transfer books shall be flosed for said ten days. Shares liypotLecated to the Company shall not be represented. 7. Stockholders entitled to vote holding a majority in amount of the stock issued and outstanding, represented in person or by proxy or by general jiower of attorney, shall be necessary and siifTicient to. constitute a quorum for the transaction of business. If less than a quorum be present, the meeting may be adjourned from time to time by a majority in interest of the stockholders present for a peripd not exceeding one month at any one time, without any notice other than by announcement at the meeting, until a quorum be present. Any meeting at which a quorum is present may also be adjourned, in like manner, by a majority in interest, of the stockholders present, for such time, or upon such call, as is determined by vote. At any adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. 8. The annual meeting of stockholders, after the year 19...., shall be held on the day of in each year, at two o 'clock F. M., and the Secretary of the Board of Directors shall give notice thereof without being specially requested so to do. At such meeting the Company may transact any corporate business. 9. Special meetings of the stockholders shall be called by said Secretary at the written request of the President, or of two Directors, or of Stock- holders entitled to vot^ owning a third of the stock issued and outstanding. 10. All stockholders' meetings, whether annual or special, shall be called by said Secretary by mailing a written notice thereof, stating the day, hour and place of the meeting and, in case of special meetings, the general nature of the business to be transacted, to each stockholder of record entitled to vote, at his last known post-office address, postage prepaid, at least five days, exclusive of the day of mailing, before the date of the meeting. Or, such meetings may be called by said Secretary by publishing notice thereof, stating the day, hour and place of meeting, and, in case of special meetings, the general nature of the business to be transacted, for three days in succession, the last publication to be at least seven days before the- date of meeting, in such newspaper or newspapers of general circula- tion, published in such place, as the Directors may at any time by reso- lution determine. A copy of such resolution shall, before it shall take effect, be mailed to each stockholder of record entitled to vote at his last known post-oflSce address, postage prepaid. Such resolution shall there- after remain in force as a by-law of the Company until by subsequent resolution of the Directors, similarly communicated, it shall have been altered, amcjided or repealed. Notice given in either of the foregoing modes shall be valid. A failure to give the notice for the regular annual meeting shall not invalidate the proceedings thereof. Provided, that any business' of which the stockholders must by statute receive special notice shall not be transacted without such notice, but all other business may be transacted and the meeting adjourned until the reqi'isite notice in the Tiremises shall liave been given. 11. If all the stockholders entitled to vote in writing waive notice of a special meeting, no notice thereof shall be required. All meetings of stock- holders at which all who are entitled to vote are i)rescnt in person or by proxy and sign ^ written consent thereto on the record thereof, are legal 732 CORPORATION FORMS AND PRECEDENTS. and valid for all purposes whether or not previous notice has been giveU; and at such meeting any corporate action may be taken. Directors' MEETiNy the Board of Directors or President, under whose supervision he shall be. Treasurer. 30. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in its name and to its credit in such depositories as may be designated by the Board of Directors. 31. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers therefor, and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of all his transactions as Treasurer and of the finan- cial condition of the Company. He shall sign all checks, drafts or orders for the payment of money. 32. He shall give the Company a bond in a sum, and with sureties satis- factory to the Board, for the faithful discharge of the duties of his office and for the restoration to the Company in case of his death, resignation or removal from office, of all its books, papers, vouchers' money or other prop- erty of whatever kind in his possession. Resignations. 33. Any Director or other elected officer or member of any Committee except the Clerk, may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein. If no time is specified, it shall take effect from the time of its receipt by the Clerk, who shall record such resignation, noting the day, hour and minute of its 736 CORPORATION FORMS AND PRECEDENTS. reception. The acceptance of a resignation shall not be necessary to make it effective. The transfer hy any Director of all his stock shall operate ipso facto as a resignation and create a vacancy in his office. 34. The Clerk may resign at any time by filing his resignation with the Register of Deeds in County, Maine, said resignation to take effect from and after the time of its receipt by such Eegister. Filling of Vacancies. 35. If the office of one or more Directors or other officer or one or more of any Committee of the Company becomes vacant by reason of death, resig- nation, disqualification, or otherwise, the remaining Director or Directors, although less than a quorum, may by a majority vote, choose or appoint a successor or successors, who shall hold office for the unexpired term. Duties of Officers May be Delegated. 36. In case of the absence of any officer of the Company, or for any reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director, for the time being, provided a majority of the Directors in office concur there- in. This by-law shall not apply to the Clerk, Issue and Transfer of Stock. 37. The President shall cause to be issued to each stockholder one or more certificates representing the number of shares owned by him in the Company, signed by the President, or Vice-President and by the Cashier, Clerk or Treasurer and bearing the corporate seal. Neither the President nor Treas- urer shall sign blanks and leave them for use by the other, nor sign them without a knowledge of the apparent title of the person to whom they are issued. In case of the absence or disability of either of said officers, the signature of a majority of the Directors in his stead is sufficient. 38. The stock of the Company is transferable only upon its books by the holders of the shares in person or by their legal representatives, and upon such transfer the old certificates shall be surrendered to the Company by delivery thereof to the person in charge of the stock and transfer books and ledgers, or such other person as the Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of such transfer and issue. Whenever any transfer shall be made for collateral security and not absolutely the fact shall be 80 expressed in the entry of said transfer. 39. The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of Maine. Loss of Certificate. 40. Any person claiming a certificate of stock to be lost or destroyed, shall make affidavit or affirmation of that fact and advertise the same in such manner as the Board may require, and shall give the Company a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the par value of such certificate, whereupon the President and Treasurer may cause to be issued a new certificate of the BY-LAWS. 737 same tenor with the one alleged to be lost or destroyed, but always subject to the approval of the Board. Stock Non -Assessable. 41. The stock of this Company shall be forever non-assessable. This by-law shall not be altered or repealed, and shall form a condition upon which all stock of the Company shall be issued. Dividends. 42. The Board of Directors shall, subject to the provisions of Section 47 of these by-laws, declare dividends out of the surplus profits whenever they deem it expedient. Before payment of any dividends or making any distribution of profits there shall be set aside out of the net profits of the Company, such sum or sums, as the Directors from time to time in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing and maintaining any property of the Company, or for any such other purpose as the Directors shall think conducive to the interests of the Company. The Board of Directors shall close the transfer books for five days before the payment of any dividend. Statement of Condition. 43. The Board of Directors shall present, when called for by the stock- holders, a full and clear statement of the business and condition of the Company. Notice. 44. Whenever notice is required by statute or by these by-laws to be given to the stockholders, or the Directors, or to any oflScer of the Com- pany, personal notice is not meant unless expressly so stated; and any notice so required (other than by publication), shall be deemed to be sufficient if given by depositing the same in a post-office box in a special post-paid wrapper, addressed to such stockholder, Director or officer at his last known post-office address, and such notice shall be deemed to have been given at the time of such mailing, except where notice is given by wire, in which case notice shall be deemed to be given at the time the same is delivered to the telegraph company. Waiver of Notice. 45. Any stockholder, officer or Director, may at any time waive any notice required to be given under these by-laws. The presence of a stock- holder, in person or by proxy, at any stockholders' meeting, and the presence of a Director in person at any Directors' meeting, shall be deemed such a waiver. Amendments. 46. The stockholders, by the affirmative vote of a majority of the stock issued and outstanding, may at any regular, or upon notice at any special meeting, alter or amend these by-laws in any manner not contrary to law or these by-laws. (The laws of Maine permit the creation of preferred and other classes of stock "with such designations, preferences and voting powers or re- strictions or qualifications thereof," as may be fixed in the by-laws. The following is a provision adapted to a non-cumulative preferred stock, which may be added to the above bylaws as §47: 738 CORPOBATION FORMS AND PRECEDENTS. "§47. The stock of this company shall be of two kinds, to wit: com- mon stock and preferred stock. There shall be shares of preferred stock and shares of common stock. The holders of the preferred stock shall be entitled to receive annually all net earnings of the company determined and declared as dividends in each fiscal year up to but not exceeding per cent, per annum upon all outstanding pre- ferred stock before any dividend shall be set apart or paid on the common stock, but such dividends on the preferred stock shall not be cumulative, and the preferred stock shall not be entitled to participate in any other or additional earnings or profits. In case of liquidation or dissolution of the company the holders of preferred stock shall be entitled to receive cash to the amount of their preferred stock at par before any payment in liquidation is made upon common stock, and shall not thereafter participate in any of the property of the company or proceeds of liquidation. The preferred and common stock shall have equal voting power.") The foregoing section can be readily changed s.o as to provide for a cumulative stock by changing the word "but" before "such dividends," to "and," omiting the word "not" after "shall," and changing the next "and" to "but." If the preferred stock is to have no voting power, change the last sentence accordingly. The section should be headed "Pre- ferred Stock." See as to power to provide for preferred stock by by-law. Cook on Cor- porations, § 268; Clark & M., Corp., § 415b. Form 1171. BY-LAWS— (SHORT FORM). AETICLE I. MEETINGS OF STOCKHOLDERS. The annual meet- ing of the stockholders of the Company shall be held at its principal office, No Street, ill the city of , state of , at o 'clock in the noon, on the , of each year, beginning vv^ith the year 19...., at which time there shall be elected by the stockholders of the Company, by ballot, a board of directors for the ensuing year, and the stockholders shall transact such other business as shall properly come before them. A majority of the stock issued and outstanding repre- sented either in person or by proxy, shall constitute a quorum for the transaction of business. Each stockholder shall be entitled to one vote for each share of stock standing in his name on the books of the company, whether represented in person or by proxy. A notice sotting out the time and place of such annual meeting shall be mailed, postage prepaid, to each stockholder of record at his address as the same appears on the stock book of the Company, or if no such address appears, at his last known place of address, at least days prior to the annual meeting. If a quorum be not present at the annual meeting, the stockholders present in person or by proxy may adjo.urn to such future time as shall be agreed upon by them, and notice of such adjournment shall be mailed, postage prepaid, to each stockholder at least days before such adjourned meeting; but if a quorum be present, they may adjourn from day to day as they see fit, and no notice of such adjournment need be given. BY-LAWS. 739 A Bpecial meeting of the stockholders may be called at any time by the President, any t\^o directors, or the holders of shares of the capital stock of the Company. The secretary shall mail a notice of such call to each stockholder of the Company at least days before such meeting, and such notice shall state the time, and place of such meeting and the object thereof. ARTICLE II. MEETINGS OF DIRECTORS. Regular meetings of the board of directors of the Company shall be held on the Monday (or other day of the week) of each month, at the oflice of the Company in , or at such other time as the board of directors shall by resolution appoint. Special meetings may be called by the president, or any two directors by giving days' notice to each director. A majority of the directors shall con- stitute a quorum. The directors shall have the general management and control of the business and affairs of the Company and shall exer- cise all the powers that may be exercised or performed by the corpo- ration, under the statutes, the certificate of incorporation, and the by laws. ARTICLE III. EXECUTIVE COMMITTEE. The directors may in their discretion appoint from their own number an executive com- mittee of members, and such executive committee shall be vested with all the powers of the board of directors when such board is not in session. ARTICLE IV. OFFICERS. The officers of this Company shall con- sist of a president, a vice-president, a secretary, and a treasurer, and such other officers as shall from time to time be chosen and appointed. The president shall preside at all meetings of the directors and stock- holders and shall have general charge of and control over the affairs of the corporation subject to the board of directors. The vice-president shall perform such duties as may be assigned to him by the board of directors. In case of the death, disability or absence of the president, he shall perform and be vested with all of the duties and powers of the president. The secretary shall countersign all certificates of stock of the Com- pany. He shall keep a record of the minutes of the proceedings of meetings of stockholders and directors, and shall give notice as required iu these by-laws of all such meetings. He shall have custody of all books, records, and papers of the Company, except such as shall be in the charge of the treasurer, or of some other person authorized to have custody and possession thereof by a resolution of the board of directors. Che treasurer shall keep accounts of all moneys of the Company received or disbursed, and shall deposit all moneys and valuables in the ii^me of and to the credit of the Company in such banks and deposita- ri>?s as the board of directors shall designate. All checks for the pay- ment of money shall be countersigned by the treasurer. ARTICLE V. VACANCIES IN OFFICE. In case of the death, dis- ability, resignation or otherwise of one or more of the officers or direc- tors, the remaining directors, although less than a quorum, shall fill the vacancies for the unexpired term. ARTICLE VL AMENDMENT OF BY-LAWS. Anv of these by- 740 CORPORATION FORMS AND PRECEDENTS. Iuw3 may be amended by majority vote of^the stockholders at any annual meeting, or at any special meeting called for the purpose. The foregoing by-laws set out in the above form, while very simple, will, in many cases, be found adequate for the management of the ordinary cor- poration. The changes necessitated therein by the statutory law under which the corporation is organized and by the articles of incorporalion must, of course, be made. Form 1172. BY-LAW PROVIDING FOR GENERAL MANAGER. The duties of the General Manager shall be to look after and super- intend all mining and manufacturing operations of the Company, and, subject to the approval of the President, to employ all assistants and labor necessary therefor, contract for compensation, and to discharge any person so employed. He shall make a report to the President and Directors annually, or oftener, if required so to do, setting forth the result of the operations under his charge, together with suggestions looking to the improve- ment and betterment of the condition of the Company, and perform such other duties as the President or the Board shall require. See generally as to the powers of a general manager, Cook on Corpora- tions, §§ 719, 726, 727; Clark & M., Corp., § 700. Form 1173. BY-LAW RELATING TO AUDITORS. The auditor shall have supervision over all the accounts and account books of the company, and see that the system of keeping the same is enforced and maintained. He shall direct as to forms and blanks relat- ing to books and accounts in all departments, and no change shall be made without his consent or the consent of the chairman, president, or executive committee. He shall see that there is kept in the book- keeping department a set of books containing a complete record of all business transactions of the company pertaining to accounts, and shall, when requested, furnish the board, executive committee, chair- man or president a statement of the earnings and expenses of the company, or of any other company in which this company may be inter- ested, for any given time, and shall keep books and records for the purpose of furnishing such statistics. He shall verify the assets reported by the treasurer or assistant treasurer at least twice a year, and mcke report of the same to the board or executive committee. He shall cause the books and accounts of all officers and agents charged with the receipt or disbursement of money to be examined as often as prac- ticable, or when requested by the chairman, president or executive committee, and shall ascertain whether or not the cash and vouchers covering the balances are actually on hand. He shall render such assistance and advice as the chairman, president, executive committee or board may desire concerning the books, accounts and system of financial transactions of all other corporations in which this company is interested, and furnish to the chairman, president or executive com- mittee such statements concerning the same as may be requested by BY-LAWS. 741 them. In case of a default coming to his knowledge at any time he shall at once notify the chairman and president. Form 1174. ' CERTIFICATE AS TO BY-LAWS OF CORPORATION. Know all men by these presents, that we, the undersigned, Direc- tors and Secretary of the Corporation known as and called the , do hereby certify that the above and foregoing By-Laws were duly adopted as the By-Laws of said Corporation, on the day of , A. D. nineteen hundred and ; and that the same do now constitute the By-Laws of said Corporation. Directors. Secretary of the (Seal of Corporation.) CHAPTER XIL CERTIFICATES OF STOCK. Form 1175. CERTIFICATE OF STOCK. Incorporated under the laws of the state of Capital Stock $ Xo Shares. The Company. This certifies that is the owner of shares of the capital stock of the Company, transferable only on the books of the said Company by the holder hereof, in person or by duly authorized attorney, on surrender of this certificate properly endorsed. Witness the seal of said Company and the signatures of its President and Secretary this day of , 19 President. Secretary. Shares, $100 each. (Corporate Seal.) Endorsement. For value received, hereby sell, assign and transfer unto shared of the capital stock, represented by the within certificate, and do hereby irrevocably constitute and appoint , attorney, to transfer the said Stock on the books of the within-named company, with full power of substitution in the premises. Dated, , 1^ In the presence of: See for definition of "Certificates of Stock," and the nature thereof, Cook on Corporations, § 13; Clark & M., Corp., §§ 378, 423 427. See generally as to certificates of stock and the form and negotiability thereof, Cook on Corporations, §13; Clark & M., Corp. § 378. See as to right of a stockholder to a certificate of stock representing his interest and his remedies for a refusal to issue the same, Cook on Corporar tions, §'61; Clark & M., Corp., § § 42.5-426. 742 CERTIFICATES OF STOCK. 743 Form 1176. FULL PAID CERTIFICATE OF STOCK. TncorporatcMi under tlie laws of the State of Number. Shares. The Company. Capital Stock $ This certifies that is the owner of shares of One Hundred Dollars each of the Capital Stock of the Company, full paid and non-assessable, transferable only on the books of the Corporation by the holder hereof in person or by Attorney, upon sur- render of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this day of A. D. 19. . President. [Seal] Secretary. Shares $100 Each. (Endorse form of transfer, as in preceding form.) See for form of temporary certificate Form 1932, post. See -as to the meaning of the phrase ''fully j)aid-up shares," Cook on Corporations, § 50. See as to the liability of bona fide purchasers for value and without notice of stock issued as paid up, Cook on Corporations, §50; Clark & M., Corp., § 396. See as to the issue of shares of stock as fully paid up, where the whole amount of the par value thereof has not been paid in, Cook on Corpora- tions, §§28-51a; Clark & M., Corp., §§380-401. Form 1177. CERTIFICATE OF STOCK PARTIALLY PAID FOR. Incorporated under the laws of the State of Number. Shares. The Company Capital Stock $ This certifies that is the owner of shares of One Hundred Dollars each of the Capital Stock of the Company, on v/hich has been paid on each share the sum of Dollars, transferable only on the books of the Corporation by the holder hereof in person or by Attorney, upon surrender of this Cprtifi- CHte properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate 744 CORPORATION FORMS AND PRECEDENTS. to be signed by its duly authorized oflScers and to be sealed with the Seal of the Corporation this day of A. D. 19.... President. [Seal] Treasurer. Shares $100 Each. (Endorse form of transfer, as in Form 1175, supra.) See note to preceding form. Form 1178. PROVISIONAL CERTIFICATE WHEN STOCK NOT FULLY PAID UP. The Company, Incorporated under the laws of the State of Number. Shares. This is to certify that A. B. is the holder of shares of $ each, numbered , inclusive, in the Company, upon which the sum of $ per share has been paid. The remaining instalments are due as follows: (Here insert time of payment of instalments.) In witness whereof, said The Company has caused this certificate to be signed by its duly authorized officers and sealed with the corporate seal of the Company, this day of , 19 President. (Corporate Seal) Secretary. Endorse form of transfer as in Form 1175, supra. Form 1179. CERTIFICATE OF STOCK TO BE COUNTERSIGNED AND REGISTERED. Number. Shares. THE Company, Incorporated under the laws of the State of This certifies that is the owner of ( ) shares of the Capital Stock of The Company, transferable only on the books of said Company, in person or by Attorney, on surrender of this Cer- tificate. Not valid unless countersigned by the Transfer Agent and Eegistrar of Transfers. CERTIFICATES OF STOCK. 745 lu Witness Whereof, said Company has caused this Certificate to be signo.l by its President and Secretary at Chicago, 111., this day of , 19.... President. Secretary. Countersigned INDUSTRIAL LOAN & TRUST CO., By ' Transfer Agent. Countersigned and registered, this day of 19. . . . INTEGRITY LOAN & TRUST COMPANY, Kegistrar of Transfers. By Secretary. ENDORSEMENT. For value received hereby sell, assign and transfer unto shares of the Capital Stock represented by the within Certificate, and do heroby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises. Dated ,19 In presence of Notice: The signature to this assignment must correspond with the raine as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. Form 1180. CERTIFICATE OF STOCK OF NORTHERN SECURITIES COMPANY. Authorized Capital Stock, $400,000,000. ^ Shares. Northern Securities Company. Incorporated and Registered under the Laws of the State of New Jersey. This certifies that is the registered holder of Shares of the Capital Stock of the Northern Securities Company of One Hundred Dollars each, transferable only on the books of the company by the holder hereof, in person or by duly authorized attorney upon surrender of this certificate. This certificate shall not become valid until countersigned by the transfer agent and also by the registrar of transfers. In testimony whereof, the said Company has caused this certificate 746 CORPORATION FORMS AND PRECEDENTS. to be signed by its President and Treasurer this day of '... A. D. 19 President. Treasurer. Countersigned this day of , A. D. 19. Transfer Agent. Countersigned and Registered this day of , A. D. 19 .... /I Manhattan Trust Company, Registrar of Transfers. By Secretary. Shares $100 each. Endorse form of transfer as in Form 1179, supra. Form 1181. CERTIFICATE OF PREFERRED STOCK. Incorporated Under The Laws of The State of No Shares Company. Capital Stock $ This certifies that is the owner of shares of the Preferred Capital Stock of the Company, transferable only on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this Certificate properly indorsed. This certificate entitles the holder to receive, and the Corporation is bound to pay out of any and all surplus or profits whenever ascer- tained, (non) cumulative dividends thereon at the rate of per cent, per annum, payable annually (semi-anmially or quarterly) before any dividends shall be declared on the common stock. (The preferred stock is subject to redemption at par on the day of , 19...., or at any other time thereafter that the Board of Directors may select.) (The holders of preferred stock shall have no vote in the corporation.) In Witness Whereof, the said Corporation has caused this certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation, this day of , 19.... Secretary. President. Shares $ Each. Endorse form of transfer as in Form 1179, aujjra. CERTIFICATES OF STOCK. 747 Form 1182. COMMON STOCK CERTIFICATE (WHERE PREFERRED STOCK ISSUED). COMMON STOCK. No Shares Incorporated under the laws of the State of THE COM PAN Y. Capital Stot'k $1,000,000 divided into: First Preferred 8<^ Cumulative Stock, $250,000. Second Preferred 8^ Cumulative Stock, $500,000. Common Stock, $250,000. Total Number of Shares 10,000, par value $100 each. This certifies that '. T. .. .is the owner of .^."T^.^r. fully paid shares of the Common Stock of Company, transferable only in person or by attorne}', on the books of the Com- pany upon the surrender of this certificate duly endorsed. The First Preferred Stock is entitled to a cumulative preferential dividend at the rate of, but never exceeding, 8% per annum on par value payable from profits at such times as the Board of Directors shall determine and has, on the liquidation or dissolution of the Company, preference over all other stock as to unpaid dividends, and to the extent of its par value, to the distributive share of the assets. The Second Preferred Stock is entitled to a cumulative preferential dividend at the rate of, but never exceeding, 8% per annum on par value, payable from profits after payment of all accumulated dividends on First Preferred Stock and before payment of any dividends on Common Stock, at such times as the Board of Directors shall determine, and having on the liquida- tion or dissolution of the Company, preference over Common Stock as to unpaid dividends, and to the extent of its par value, to the dis- tributive share of the assets. The Common Stock has equal voting powers with the First Preferred and Second Preferred Stocks. After the payment of the dividends on the preferred stocks, dividends may be declared on the Common Stock from time to time out of the surplus earnings or net profits of the Company, and in such amounts as the Board of Directors in its dis- cretion shall determine. In the event of the liquidation or dissolution of the Company, after the payment of accrued and unpaid dividends on, and the par value of, the First and Second Preferred Stocks as herein provided, the Common Stock shall be entitled to the entire assets remaining. This certificate shall not be valid until countersigned by the Regis- trar of Transfers. In Witness Whereof the said Company 748 CORPORATION FORMS AND PRECEDENTS. has caused this certificate to be signed oy its President and Secretary under the corporate seal this day of , 19 ... . President. [Seal] Countersigned and registered this Secretary, day of , 19. Registrar of Transfers. Endorse form of transfer as in Form 1179, supra. See as to preferred stock, Cook on Corporations, §§267-278; Clark & M., Corp., §§ 413-420. Form 1183. FIRST PREFERRED STOCK CERTIFICATE. No Shares THE COMPANY. Incorporated under the laws of the State of Illinois. Capital Stock $1,000,000 divided into: First Preferred 8% Cumulative Stock, $250,000. Second Preferred 8f%, Cumulative Stock, $500,000. Common Stock, $250,000. Total Number of Shares 10,000, par \alue $100 each. This certifies that is the owner of fully paid shares of the First Preferred Capital Stock of Company, transferable only in person or by attorney, on the books of the Company upon the surrender of this certificate duly endorsed. The First Preferred Stock is entitled to a cumulative preferential dividend at the rate of, but never exceed- ing, 8% per annum on par value payable from profits at such times as the Board of Directors shall determine and has, on the liquidation or dissolution of the Company, preference over all other stock as to unpaid dividends, and, to the extent of its par value, to the distributive share of the assets. The Second Preferred Stock is entitled to a cumu- lative preferential dividend at the rate of, but never exceeding 8% per annum on par value, payable from profits after payment of all ac- cumulated dividends on First Preferred Stock and before payment of any dividends on Common Stock, at such times as the Board of Directors shall determine, and having, on the liquidation or dissolution of the Company, preference over Common Stock as to unpaid dividends, and to the extent of its par value, to the distributive share of the assets. The Common Stock has equal voting powers with the First Preferred and Second Preferred Stocks. After the payment of the dividends on the preferred stocks, dividends may be declared on the Common Stock from time to time out of the surplus earnings or net profits of the Com- pany, and in such amounts as the Board of Directors in its discretion shall determine. In the event of the liquidation or dissolution of the Company after the payment of accrued and unpaid dividends on, and the par value of, the First and Second Preferred Stocks as herein pro- CERTIFICATES OF STOCK. 749 vided, the Common Stock shall be entitled to the entire assets remaining. This certificate shall not be valid until countersigned by the Registrar of Transfers. In Witness Whereof the said Company has caused this certificate to be signed by its President and Secretary under the corporate seal this day of 19... President. Secretary. [Seal] Countersigned and registered this day of , 19... Registrar of Transfers. Endorse form of transfer as in Form 1179, supra. This form can also be used for the certificates of second preferred stock by substituting the words "Second Preferred Stock," where the words, "First Preferred Stock" are first used in the first paragrai)h. See generally as to preferred stock, Cook on Corporations, §§267-278; Clark & M., Corp., §§413-420. Form 1184. PREFERRED STOCK CERTIFICATE. No Shares This Certificate is Transferable either in or Company Organized under the laws of Shares $100 each. This is to certify that is the owner of shares of the par value of One Hundred Dollars ($100) each, full paid and non-assessable, of the Preferred Capital Stock of the transferable only on the books of the Company by the holder thereof in person, or by duly authorized attorney, upon the surrender of this cer- tificate. The holders of the Preferred Stock are entitled to receive when anil as declared out of the surplus or net profits of the Company, dividends at the rate of six per centum i)er annum, payable as the Board of Directors may determine, before any dividend shall be set apart for or paid upon the Common Stock. The dividends upon the Preferred Stock shall be cumulative from and after Accumulations of dividends upon the Preferred Stock shall not bear interest. The Board of Directors may pay dividends upon the Common Stock provided the dividends upon the Preferred Stock, with all accumulations, including accrued dividends to the date of the pay- ment of the Common Stock dividend, shall have been declared and shall have been paid in full, or a sum sufficient for the payment thereof shall have been set apart for that purpose, but not otherwise. The holders of the Common Stock are entitled to receive all additional 750 CORPORATION FORMS AND PRECEDENTS. surplus or net profits distributed in dividends after the cumulative divi dends of six per centum per annum upon the Preferred Stock shall have been paid or set apart. In case of liquidation or dissolution of the Com- pany, the holders of the Preferred Stock shall be entitled to be paid in full both the par amount of their shares and the unpaid dividends at the rate of six per centum per annum, aceunuilated and accrued thereon, before any amount shall be paid to the holders of the Common Stock, but after such payment to the holders of the Preferred Stock the remaining assets and funds shall be paid to the holders of the Common Stock according to their respective shares. The Preferred Stock is subject to redemption at one hundred and five per cer^tum (105%) and accrued dividends to date of redemption, under and in accordance with the Certificate of In- corporation of the Company. As provided in the Certificate of Incorpora- tion of the Company, the Preferred stockholders waive their right to sub- scribe for any part of any new issue of Common Stock, and the holder of this certificate, to the extent that the bonds of the Company may be converted into Preferred Stock or to the extent that stock may be issued in payment for property for the securities of other corporations, waives all right to subscribe for any part of such stock. In case stockholders vote to increase the capital stock of the Company, such increased capital stock may be offered or sold to such parties, either stockholders or others, and may be of such kind, either Preferred or Common, as is provided in said Certifi- cate of Incorporation. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company in one of the above-named cities of or In Witness Whereof has caused its corporate seal to be hereunto affixed and this certificate to be signed by itp duly authorized officers, this day of , 19. . . . By , President. [Skal] , Treasurer. Registered at , , Registrar. By , President. Countersigned at , , Transfer Agent. Endorse form of assignment as in Form 1179, supra. See generally as to preferred stock, Cook on Corporations, §§267-278; Clark & M., Corp., §§ 413-420. Form 1185. CERTIFICATE OF PREFERRED STOCK (UNITED STATES STEEL CORPORATION). SEVEN PER CENT CUMULATIVE PREFERRED STOCK. No . Shares Incorporated under the Laws of the State of New Jersey. UNITED STATES STEEL CORPORATION. This is to certify that is the owner of fully paid and n on assessable shares of the par value of one hundred dollars each in the Preferred Capital Stock of the United States Steel Corp- CERTIFICATES OF STOCK. 7ul oration, transferable only in person or by attorney upon the books uf said Corporation ui)on surrender of this certificate. The holders of the preferred stock shall be entitled to receive when and as declared from the surplus or net profits of the corporation, yearly, dividends at the rate of seven per centum per annum, and no more, payable quarterly on dates to be fixed by the by-laws. The dividends on the j)r('ferred stock shall be cumulative, and shall be payable before any dividends on the common stock shall be jiaid or Bet apart so that if in any year dividends amounting to seven per centum shall not have been paid thereon the deficiency shall be payable before any dividends shall- be paid upon or set apart for the common stock. Whenever all cumulative dividends on the preferred stock for all previ- ous years shall have been declared and shall have been payable, and the accrued quarterly installments for the current year shall have been de- clared and the company shall have paid such cumulative dividends for previous years and such accrued quarterly installments, or shall have set aside from its surplus or net profits a sum sufficient for the payment thereof, the Board of Directors may declare dividends on the common stock payable then or thereafter, out of any remaining surplus or net profits. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares and the unpaid dividends accrued thereon, before any amount shall be paid to the holders of the common stock and after the payment to the holders of the preferred stock of its par value, and the unpaid accrued dividends thereon, the remaining assets and funds shall be divided and paid to the holders of the common stock according to their respective shares. The preferred stock and the common stock may be increased as provided in the Certificate of Incorporation. This certificate is not valid without the signature of the Transfer Agent and the Registrar of Transfers. Witness the signatures of the President or of a Vice President, and of the Treasurer or of an Assistant Treasurer of said Corporation. Asst. Treasurer. Vice President. Registered , 19 .... , Trust Company, Registrar, By , Ass't Secretary. , 19.... Trust Company, Transfer Agent, By , Ass't Secretary. Endorsement. For value received hereby sell, assign and transfer unto shares of the capital stock reiiresentod by the within certificate and do hereby irrevocably constitute and appoint 752 CORPORATION FORMS AND PRECEDENTS. Attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. Dated , 19 In "the presence of Notice. The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular with- out alteration, enlargement or any change whatever. See for charter of United States Steel Corporation, Form 2181, post. Form 1186. FIRST PREFERRED STOCK CERTIFICATE EXCHANGE- ABLE FOR COMMON STOCK. Incorporated under the laws of the State of New York. Capital Stock, $3,950,000. !N Shares. First Preferred. Second Preferred. Common. $1,000,000. $450,000. $2,500,000, Company. This certifies that is the owner of shares of the first preferred capital stock of the Com- pany, as designated on the face of this certificate, full paid and non- assessable, transferable only on the books of the company by the holder hereof, in person or by his attorney, upon surrender of this certificate properly endorsed. All rights by virtue hereof are expressly subject to the provisions of the certificate of incorporation of the company and to all by-laws and other provisions and proceedings authorized thereby or by any present or future law of the State of New York. Any holder or holders of first preferred or second preferred stock may at any time within five years from the date of the issue of said stock, upon his or their written request, exchange the first or second preferred stock so held by him or them, for common stock, share for share, sub- ject to the provisions of law, in such case made and provided, where- upon the certificates for the first preferred or second preferred stock, so to be exchanged, shall be surrendered to the company and shall be cancelled, and the issue of such first preferred or second preferred stock, as the case may be, shall be limited accordingly, and certificates for common stock shall be issued in lieu of the first or second preferred stock so exchanged and cancelled. The First Preferred Stock is entitled to preference and priority over the second preferred and common stock in manner following; to receive cumulative dividends of seven per cent, per annum, before any dividends are paid on the second preferred or common stock, and upon dissolu- tion of the company, after payment of all the debts of the company, the apRPts shall be first applied to the payment of the first preferred stock at par, with any unpaid accumulations thereon, and before any payment is made to the holders of the second preferred or common stock. The second preferred stock is entitled to preference and priority over CERTIFICATES OF STOCK. 753 the common stock (Subject to the preferences in favor of the nrst preferred stock) in manner following; to receive cumulative dividends at the rate of six per cent, per annum, before any dividends are paid on the common stock, and upon dissolution of the company, after all the debts of the company are paid, the assets shall be applied to tlie payment of the first proferred stock at par, with any unpaid accumula- tions tliereon, and next applied to the payment of the second preferred Block at par, with any unpaid accumulations thereon, and before any payment is made to the holders of the common stock. The common stock shall bo subject to the i»rior rights of the first and second preferred stock, according to the preferences thereof upon tlie assets of the company and upon its earnings, and is entitled to receive all net earnings remaining after the payment of all cumulative divi dends provided to be paid on the first and second preferred stock and upon dissolution of the company, after payment of all the debts of the company, shall be entitled to receive all assets remaining after the payment of the first and second preferred stock at par with any unpaid accumulations thereon. In Witness Whereof the Company has caused this certificate to be signed by its president or vice president, and to be countersigned by its treasurer or its assistant treasurer, and its corporate seal to be hereunto affixed this day of 19-. • Corporate Seal. President. Treasurer. Endorsement. For value received hereby sell, assign and transfer unto the shares of the capital stock represented by the within certificate and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named company, with full power of substitution in the premises. Dated , 19 In the presence of Notice: The signature to this assignment must correspond with the name as written on the face of the certificate, in every particular, without alteration or enlargment or any change whatever. See generally as to preferred stock, Cook on Corporations, §§267-278; Clark & M., Corp., §§ 413-420. y^ 754 CORPORATION FORMS AND PRECEDENTS. Form 1187. STOCK CERTIFICATE WHEN LIEN IS RESERVED TO THE CORPORATION. Number. Shares. 437. 25. Incorporated under the laws of the State of Delaware. Franklin Brewing Company. Capital Stock $225,000. The Franklin Brewing Company has a lien upon the stock repre- sented by this certificate for any and all indebtedness owing to it by the holder hereof, as shown upon the books of the company. This certifies that M. H. Neil is the owner of 25 shares of the capital stock of Franklin Brewing Company, fully paid up, transferable only on the books of the corporation by the holder hereof in person, or by attorney, upon surrender of this certificate properly indorsed. In Witness Whereof, the said corporation has caused this certificate to be signed by its duly authorized officers and to be sealed with the seal of the corporation, at Columbus, Ohio, this 10th day of January, A. D. 1905. Henry Seibert, Corporate Seal. President. Leonard Mohr, Secretary. The stock represented by this certificate is not transferable except with the consent of at least two-thirds of the directors of the cor- poration indorsed upon the back hereof and signed by said directors and the president of this corporation, naming the person to whom the same may be transferred, and bearing the corporate seal. Endorsement. For value received I hereby sell, assign and transfer unto James C. Nicholson twenty-five shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. Dated , M. H. Nell. In presence of W, L. McLaughlin. Consent to Transfer. We hereby consent to the transfer of shares of the stock repre- sented by this certificate to Signed by us this day of , 19.. President. Directors. The above form of stock certificate, and the effect of the restriction upon CERTIFICATES OF STOCK. 755 transferability was considered in Nicholson v. Franklin Brewing Co., 82 Ohio St. 94. See as to lien of cori)oration upon atock, Cook on Corporations, §§520- 533; Clark & M., Corj)., §S 573-581. See as to restraining transfer of stock the above case, and Barrett v. King, 181 Mass. 476; New England Trust Co. v. Abbott, KL' Ma.ss. 148, 27 L. R. A. 271. See as to bylaws being notice to stotkliolders, Nicholson V. Franklin Brewing Co., 82 Ohio St. 94; Hammond v. Hastings, 1.34 U. S. 401 ; Kolfe v. Bundle, 103 U. S. 222. Form 1188. CERTIFICATE CONSTRUED IN REFERENCE TO WHETHER HOLDER A CREDITOR OR STOCKHOLDER. Incorporated under the Laws of the State of Colorado. No Shares. THE FIFTY GOLD MINES CORPORATION. Capital Stock $3,000,000.00 Shares $10.00 each. Preferred Stock. Common Stock. $1,000,000.00. $2,000,000.00 This is tu certify that is the owner of Shares of the Preferred Capital Stock of The Fifty Gold Mines Corporation, fully paid and non-assessable and transferable only by entry on the books of the Corporation, upon surrender of this certificate properly endorsed. The Preferred Stock is entitled to CUMULATIVE dividends of ten (10) per cent, per annum, payable quarterly, commencing April 1st, 1906, from the net profits of the corporation before any dividends are paid on the common stock, and the COMMON stock is entitled to all dividends in excess of said ten (10) per cent. In the event of the dissolution of the Corpora- tion or a distribution of its assets, the Preferred Stock outstanding at that time shall first be paid at Eleven Dollars ($11.00) per share, plus all accu- mulated unpaid dividends, and the remainder of the corporate assets shall be divided ratably among the holders of the Common Stock. The owner of unredeemed preferred stock may, at his option, exchange the same at any time for common stock of the corporation share for share. The voting power at any stockholders' meeting is confined exclusively to owners of Common Stock. THE FIFTY GOLD MINES CORPORATION reserves the right to re- deem any number or all of its certificates of Preferred Stock at Eleven Dollars ($11.00) per share, plus all accumulated unpaid dividends, at any time after January 1st, A. D. 1911, and to determine by lot which cer- tificates shall first be redeemed, and said corporation expressly agrees to redeem all its preferred stock on or before January 1st, A. D. 1916. A failure of said corporation for a period of ninety days to pay any quarterly dividend hereon, after the same becomes due and payable, shall render the corporation in default as to such payment, and thereby entitle the owner of this certificate to a foreclosure of the ^Mortgage securing the same. As a guarantee that The Fifty Gold Mines Corporation will promptly pay all dividends upon its preferred stock and redeem the same in strict accordance with the provisions of this Certificate said corporation has made, 756 CORPORATION FORMS AND PRECEDENTS. executed and delivered to the Empire Trust CompaBv of New York City, as Trustee, a FIRST MOETCiAGE LIEN UPON ALL ITS PROPERTY in the amount of $1,000,000.00, in which security all owners of preferred stock participate ratably. This certificate is not valid until countersigned by The Empire Trust Company of New York City. N. Y. Witness the seal of the Corporation and the signature of its duly au- thorized officer this day of , A. D. 19. .'. . THE FIFTY GOLD MINES CORPORATION, By Thomas Fielding, President, and J. L. Fielding, Treasurer. COUNTERSIGNED AND REGISTERED The Empire Trust Company By See Spencer v. Smith, 20] Fed. 647, reversing In re Fifty Gold Mines Cor- poration, 190 Fed. 105, and holding certificate holders to be stockholders. Form 1189. SHEET FROM BOOK OF STOCK CERTIFICATES. Certificate No. . . For Shares Issued to Dated 19. Transferred from Dated , 19. . . No. Original Cer- tificate No. Original Shares No. of Shares Transferred . . . Received Certifi- cate No for Shares this day of 19... No The Company .... Shares. Capital, $ Shares. Par Value, $ each This certifies that is the holder of Shares of Dollarr, each, fully paid up, of the Capital Stock of The Company, transferable only on the books of the Company, in person or l)y attorney, on the surrender of this certificate. Witness the seal of said Company and the signa- tures of its President and Secretary, at Ohio, this day of , 19. . . [Sea J,] , Secretary , President. On the back of the certificate is usually printed a blank assignment, the form of which may be as follows: For Value Received, I hereby sell, transfer and assign to , of the shares of capital stock within mentioned, and authorize the Secre- tary to make the necessary transfer on the books of the Company. Witness my hand this day of , 19 ... . Witnessed by: CERTIFICATES OF STOCK. 757 Every corporatiou should have a "Book of Stock Certificates." This Look consists of a siifticient number of blank certificates, of which the above in a form in common use, permanently bound together. Form 1190. « STUB OF STOCK CERTIFICATE. CERTIFICATE NO For Shares Issued for Dated , 19 Issued to of Eeceived the above Certificate , 19.--. Certificate No Cancelled , li» Certificate No issued in its place , 19 ... . See for definition of the certificate book and the method of issuing cer- tificates, Cook on Corp., § 14; Clark & M., Corp., §§378, 382, 401, 423-427. Form 1191. TRANSFER OF SHARES (FORMS PRESCRIBED BY NEW YORK STOCK EXCHANGE). FORM OF ASSIGNMENT. Form No. 1. Form of Assignment on a Certificate of Stock Accepted by Committee on Stock List : For Value Received hereby sell, assign and transfer unto Shares of the Capital Stock rep- resented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the Books of the within named Company with full power of substitution in the premises. Dated ,19.... In Presence of FORM OF POWER OF SUBSTITUTION. Power of Substitution to be placed on the back of a Certificate when name of Attorney has been filled in, with the name of an individual or a firm. " [ (or We) hereby irrevocably constitute and appoint my (or our) substitute to transfer the within named Stock under tlio foregoing power of Attorney, with like power of Substitution." Dated , 19.... In the Presence of 758 CORPORATION FORMS AND PRECEDENTS. FOKMS FOR NOTARIAL ACKNOWLEDGMENTS AND DEPOSITIONS PRESCRFBED BY THE COMMITTEE ON SECURITIES. Form No. 2. Acknowledgment by an Individual by Whom an Assignment or a Power of Substitution is Executed. STATE OF , I County of i^'- On this day of ,19 , before me, a Notary Pub- lic for the County of personally appeared to me known to me to be the individual named in the within Certificate, and described in and who executed the foregoing Instrument, and acknowledged to me that he executed the same. [Seal] If used for a Power of Substitution, substitute for the word [nstrument "Power of Substitution, dated , 19 ," the date re- ferred to filled in. Form No. 3. Acknowledgment for firm. STATE OF , I County of {^^^^ On this day of , 19 , before me, a Notary Public for the County of personally appeared to me known, and known to me to be one of the firm of named in the within certificate, and described in and who executed the foregoing Instrument, and acknowledged to me that he executed the same as the act and deed of said firm. [Seal] [f used for a firm that has dissolved, omit the word "be" in third line and substitute the words ' ' have been on , 19 .... " If used for a Power of Substitution, executed by a firm that has dis- solved, substitute for the word Instrument, "Power of Substitution, dated , 19. . . .," the date referred to filled in. Form No. 4. Joint Acknowledgment of Execution of an Assignment made by Husband and Wife. STATE OF , / County of i On this day of , 19. . . ., before me came and her husband, both of them known to me, and they severally acknowledged that they executed the foregoing (or within) Assign- ment and Power of Attorney, for the purpose therein mentioned. [Seal] CERTIFICATES OF STOCK. 759 Form No. 5. Acknowledgment of an Assignment Executed by an Unmarried Woman or a Widow. STATE OP , ) County of ( On this day of , 19 , before me personally came , to me known and known to me (or satisfactorily proven to me) to be an unmarried woman (or widow) and known to me to be the same person named in the within certificate of stock and described in and who executed the foregoing (or within) assignment and Power of Attorney, and acknowledged to me that she executed the same for the purpose named. [Seal] Form No. 6, Notarial acknowledgment for assignment or power of substitution exe- cuted by a member suspended for insolvency. STATE OF , ) County of C On this day of , 19 , before me, a Notary Public for the County of personally appeared , to me known and known to me to be the individual named in the within Certificate, and described in and who executed the foregoing Instrument, and acknowledged to me that he executed the same on , 19. . . . [Seal] If used for a Power of Substitution, substitute the words "Power of Substitution dated ,19 ," for the word ' ' Instrument. ' ' Form No. 7. Notarial Acknowledgment for Assignment or a Power of Substitution Executed by a Firm Suspended for Insolvency. STATE OF , ) County of C On this day of , 19. . . ., before me, a Notary Pub- lic for the County of , personally appeared , to me known and known to me to be one of the firm of , named in the within Certificate and described in and who executed the foregoing Instrument, and acknowledged to me that he executed the same on , 19. . ., as the act and deed of said firm. [Seal] ■ If used for a firm that has dissolved, substitute the words "have been" for the word "be" in third line. For a Power of Substitution, substitute the words "Power of Substitu- tion dated , 19 ," for the word "Instrument." Form No. 8. Deposition by a Witness of the Execution of an Assignment or a Power of Substitution by an Individual. ■ STATE OF , ] County of y On this day of 19 , before me, a Notary Public for the County of , personally appeared , -ss: ss: 760 CORPORATION FORMS AND PRECEDENTS. to me known, who being by me first duly sworn did depose and say that he resides at , that he knew ., named and de- scribed in the instrument, which was signed in witness' j:resence. [Seal] Tf used for a Power of Substitution, executed by an individual, see instructions in Form No. 2. Form No. 9. Deposition by a Witness of the Execution of an Assignment or a Power of Substitution by a Firm. STATE OF , ] County of ( ' On this day of , 19. . . ., before me, a Notary Public for the County of , personally appeared , to me known, who, being by me first duly sworn, did depose and say that he resides at , that he knew and knew him to be one of the firm of , named and described in the instrument, which was signed in witness' presence. [Seal] If used for a firm that has dissolved, or for a Power of Substitution executed by a firm that has dissolved, see instructions in Form No. 3. DETACHED ASSIGNMENT AND POWER OF ATTOENEY FOE STOCKS OE BONDS. Form No. 10. For value received have bargained, sold, assigned, and transferred, and by these presents do bargain, sell, assign and transfer unto Shares of the Capital Stock (or one [1] Bond) of the standing in the name on the books of said represented by Certificate (or Bond for ..<.... $ ) No herewith, and do hereby constitute and appoint true and lawful attorney, irrevocal)le for and in name and stead, but to use, to sell, assign, transfer and set over all or any part of the said stock and for that pur- pose to make and execute all necessary acts of assignment and transfer, and one or more persons to substitute with like full power, hereby ratifying and confirming all that said Attorney or substitute or substitutes shall lawfully do bj' virtue hereof. Dated , 19 Tn Presence of Form No. 11. Acknowledgment on a Detached Assignment Made by an Individual. STATE OF , ] ss: County of (" On this day of , 19. . . ., before me, a Notary PuVjlic for the County of , personally came , to me known to be the individual named in the annexed Certificate of Stock CEKTIFICATES OF aTuCK. 761 (or Bond) and described in and who executed the foregoing Instrument, and acknowledged to me that he executed the same. [Seal] Form No. 12. Acknowledgment on a Detached Assignment executed by a Firm. STATE OF County of ' On this day of , 19 .... , before me, a Notary Public for the County of , personally appeared , to nie known, and known to nic to be one of the firm of , named in the annexed Certificate of Stock (or Bond) and described in and who executed the foregoing Instrument, and acknowledged that he executed the same as the act and deed of said firm. [Seal] If used for a firm that has dissolved, see instruction in Form No. 3. See generally for form of assignment or transfer, Cook on Corporations, §§ 372-374; Clark & M., Corp., §§ 582-585. Form 1192. ASSIGNMENT OF SHARES OF CORPORATE STOCK, TO BE INDORSED UPON THE BACK OF THE CERTIFICATE. For value received, I hereby sell, assign and transfer unto , the shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint my attorney to transfer the said stock on the books of the within-named company, with full power of substitution and revocation. (Name and Seal.) Dated ,19 In presence of See preceding form. See as to assignment of certificates of stock. Cook on Corporations, §375; Clark & M., Corp., §8 557-562. As to the effect of assigning certificates of stock with the name of the transferee left blank, see Cook on Corporations, §380; Clark & M. Corp., § 583. As to rights of a purchaser of a stock certificate, when the corporation has registered a transfer to another without a surrender of the certificate, see Cook on Corporations, §360; Clark & M., Corp., §§571, 595. See Den- nett V. Acme Mfg. Co., 76 Atl. (Me.) 922. Form 1193. DETACHED ASSIGNMENT AND POWER OF ATTORNEY FOR STOCK. For value received have bargained, sold, assigned, and transferred, and by these presents do bargain, sell, assign and transfer unto shares of the Capital Stock of The Company, a corporation organized under the laws of the State of stand- ing in my name on the books of said The Company and rep- resented by Certificate No and do hereby constitute 762 COKI'OKATION FORMS AND PRECEDENTS. and appoint ^ true and lawful attorney, irrevocable for ^°<^ oame and stead, but to use, to sell, assign, trans- fer and set over all or any part of the said stock, and for that purpose to make and execute all necessary acts of assignment and transfer, and one or more persons to substitute with like power, hereby ratifying and confirm- ""S all that said attorney or substitute or substitutes shall lawfully do by virtue hereof. Dated 19 > ■'■''• • • • STATE OF , ) County of { ^^• On this day of , 19...., before me, a Notary Public for the said County of , personally came , to me known to be the person described in and who executed the foregoing instrument, and acknowledged to me that he executed the same. [N0T.\RiAL Seal] Notary Public. See for various forms of transfer, Form 1191, supra. Form 1194. ASSIGNMENT OF STOCK (ILLINOIS). Know all Men by these Presents, that I, ". , in consideration of dollars to me paid by do hereby assign and sell to the said shares of stock in the Company, on which there has been paid the sum of $ per share, and on which there is due the sum of $ per share; such stock being represented by certifi- cate No bearing date , 19 Dated this day of , 19 [Seal] See E. S. 111. ch. 32, §8; Fletcher's Illinois Corporations, p. 166. The assignment of a certificate of stock estops the transferrer from claiming any further title in the stock as against subsequent bona fide transferees, although such assignment be not registered, Cook on Corpora- tions, §§378-9; Clark & M., Corp., §§563-571. See Form 1191, supra. Form 1195. NOTICE OF ASSIGNMENT OF STOCK (ILLINOIS). To the Secretary of the within named company: Take notice that T have this day assigned to shares of stock represented in whole (or part) by the within certificate, and that such assignment was filed for record in the recorder's office in the county of , State of Illinois. Dated this day of , 19.. Assignor. This form may be used where the assignment has been recorded as pro- vided by R. S. III., ch. 32, § 8. See Fletcher's Illinois Corporations, p. 166. CERTIFICATES OF STOCK. 763 Form 1196. POWER OF ATTORNEY TO TRANSFER STOCK. Know all Men by these Presents, That , of , in the State of , for value received do hereby irrevocably constitute and appoint of in the State of to be true and lawful attorney, for and in name and behalf, to sell, assign and transfer unto or any other person or persons Shares in the Capital Stock of the standing in my name on the books of the and for that purpose to make and execute all necessary acts of assignment and transfer And further, one or more persons under to substitute with like power. In Witness Whereof, have hereunto set hand and seal the day of , 19. . . . [Seal] Sealed and Delivered in Presence of See Cook on Corporations, § 375 ; Clark & M., Corp., § 596. See Form 1191, supra. Form 1197. POWER OF ATTORNEY TO TRANSFER STOCK TO PLEDGEE, ETC., WITH RIGHT TO VOTE PLEDGED STOCK. Know all Men by these Presents, That whereas, T, the undersigned, am the owner of shares of the capital stock of The Company, a corporation organized and exist- ing under and by virtue of the laws of the State of which said shares of stock are evidenced by Stock Certificate No , issued to me by said corporation j and Whereas, on the day otif^/i^% , A. D. 19. . . ., I did assign, transfer and set over to of the City of , said shares of stock, as collateral security for the payment by me to the said of the purchase price of said stock; Now Therefore, for and in consideration of the sum of One Dollar ($1.00) in hand paid, the receipt whereof is hereby acknowledged, and for other good and valuable considerations, I, the undersigned, do hereby constitute and appoint of the City of , in the State of , to be my true and lawful attorney, for me and in my name and bolialf to assign and transfer unto the said :is pledgee, the said shares of stock so standing ill my name on the books of said corporation, and evidenced by Stock Certificate No , and for that purpose to make and execute all necessary acts of assignment and transfer, and further, one or more per- sons under him to substitute with like power. 764 CORPORATION FORMS AND PRECEDENTS. And Do Hereby Authorize and Empower the said to vote, in any manner he may see fit, upon the said shares of stock at all meetings of the stockholders of said Company and at all elections, on any subject or subjects which may come up at such mectin ® o o <4H 0) >, s cd CO S o a, hi •^ O) "3 (U o M 4> <«-! Q rQ t. o O CO 3 O «H 33 ^ , O 4> o o 05 • 6 as O 19 ?— 1 *-H Cd r-l «» ^ CO to Ol 5^ .- « cd 13 a! 7J n u « 4) 3 3 si 6 -M CO bD +j ^ • t-i a o o 1^ © ^8 o n 4) a si o -rf ed I-H « M 1^ t-t 1X4 H ^t: ., CO "^ iH za iz; <1 CO 03 Q H a o 'T3 c« s cd (0 cd 3 • 1-4 3 53 ik on Corporation sary, and only c^ £ 03 H M o o H 3 15 I— 1 a -4^ a bp CO CO o a 3 a o 01 cn O a< a. o 4^ 3 OJ CO cd tn «4-l 3 orations, § 3 of right to itock-transfe: CO 03 CO a o CO CO o TS r^ : : O CO O 0) ^^ Cj -, fe OJ •s 3 CO 3 OJ OJ (U • • O J' a< .2 '^ cd ^3 •iH '3 Ol EC ed ed Z 1- . . cj a; . . 0) K u 3 t>£ • ■ aj -r 3 g to .C o-S-^ cd a. 3 ..i2 ^, « 1=0 >- O O -^ TS ^ -ki o 00 f-H 1—1 «W 3 OJ t.'S O CO CO CfH +- 3 to CD cd 3 6 e9 o O cd a ^ •3° tC to u rt^ ^ .a o O u • 2 ->- ^^ 3 CO iLc S '^ -u -M *- +-. -^ 01 CIS t« «M cd m ir, '^ cd cd "^ 6 Ol aj Qj OJ S flj 0* ^ 02 OCCZJMCQCQ ■»^ CERTIFICATES OF STOCK. 7S? o o Hi <; o a ^ o H 03 o o 02 Q O o o Eh CQ JH -^ "^ S 5 4) -i a o •-5 E E o o o o o o o o o_ o 1— I T— 1 4» o o CI •01 [o J jjSjjeT^ ci a ^ OB QQ a '-' 2 -« o •ani?8i JO eijBQ a ■-= -a :z <» (M (M 03 00 o •-5 •sajBqg JO joqran^ •a^BDtjpjao JO jaqranx ■0110^3 [ jaSpaq S 13 o 00 S o P4 o a ca e CD 768 CORPORATION FORMS AND PRECEDENTS. o 03 o , O fm H Oi O X> Q Q H 3 h) M CO O a> o O o Eh »-5 02 o •aoHBiBg o o o o 4e- •jo^ipajo • o • o ;i • 1—1 •jo^qad o o o * o I— I ■ce- •:jn8maSi8SY jo aq^Q 1896 Jan. 1.. Feb. 1.. •panssi 9:;B3gpj80 M9^ JO laquin^ r-l (M CO • « u « a ai ti EH a o o -»J >-l o o (l >■ cd P s o o o ® a o u 'a a .2 1 o •p8(aonB3 I i-i •oijo^j iBUJnof tH tH •enssj JO o:}^^! 1896 Jan. 2, . • Oi (M CERTIFICATES OF STOCK. 709 (The hypothetical entries whieli appear in the last two forms indicate that on January 2(1, 1896, John Jones subscribed for ten shares of the capital stock of The Ohio Company, of the total par value of $1,000.00; that his lodfjer account is on Folio No. 1 of the .Stock Ledger; that the number of the stock certificate issued to him for such ten share*' '... No 1; that he has received and receipted for such certificate; that on Fe'^ ruary 1, 1896, he assigned the whole of said ten shares to William Smith; that on February 29, 1896, said Smith presented said certificate to the secretary for transfer, and that a new certificate was issued to him, numbered 32, which was received and receipted for; that the further history of said ten shares begins in the ledger account of sdid Smith, on Ledger Folio No. 26; that when said John Jones subscribed for said shares, he was debited in the ledger account with their jjar value, $1,000.00; that when he sold the same to said Smith, he was credited with the same amount; and that, as the debit and credit columns in his ledger account then balanced, this showed that his stock account was closed, and that he was no longer a stockhoMer in the company, hav- ing been succeeded by said William Smith, as to his whole holding of stock. Had John Jones sold his stock to more than one jierson, it would have been necessary to open an account in the stock leilger with each assignee. These forms can be changed to meet the individual tastes of any book-keeper; but whatever be the forms adopted, the facts set out in the last two forms should appear in some shape or other in the forms adopted.) See first note to Form 1198, supra. See for definition of stock ledger, Cook on Corporations, § 14. Bee for stock ledger being unnecessary, Cook on Corporations, § 14. 770. CORPORATION FORMS AND PRECEDENTS. o u o Q Pi Q o o E-« 3 u 3 H X M • u .M - i" 73 O « Si, o eg o IS bo o o a 03 O o p O HI 0) H Zj . O C3 O GOO CO o .52 rt be 00 C CO c3 Ol o -^ 1—1 • - «» E.2 o +i <4H 03 o « Bo o a 2 a > a o s CO 05 O n S^ No. of Shares transferred. ^ No. of Shares issued. o 0) =« tn n a James Gray CO a «4-l O d 00 oi +-» cS O o d _. CO Date. 1913 Jan. 10 Jan. 31 » to o O C o a> o n a> 02 CERTIFICATES OF STOCK. 77l Form 1204. NOTICE OF LOST CERTIFICATE OF STOCK Notice is hereby given tbat Certificate of Stock number , dated , 19. . . ., for twenty shares of the Company of . , issucii in the name of , has been lost or mislaid. An application will be made to said Company to issue a new Certificate for the same on :..... , 19.... If the said certificate of stock has l)ecn found, please return the same to the undersigned on or before the said date, and a suitable reward will be paid. St., See for lost certificate of stock, Cook on Corporations, §§ ;^59, 403; Clark & M., Corp., § 42(). See for stolen stock certificates, Cook on Corporations, §§358, 359, 406, 437; Clark & M., Corp., §594. See for notice of stolen bonds Form 1774, post. See for lost certificates of stock. Cook on Corporations, §§359, 403; Hendon v. North Carolina R. Co., 125 N. 0. 124; In re Coats, 78 N. Y. Supp. 425; State v. Southern, etc. Imp. Co., 108 La. 24; State v. New Orleans Cotton Exchange, 114 La. 324; In re Spier, 74 N. Y..Supp. 25; Travers & Co. v. North Carolina R. Co., 133 N. C. 322; East Birmingham Land Co. v. Dennis, 85 Ala. 565; Knox v. Eden, etc. Co., 148 N. Y. 441; Bangor, etc. Power Co. v. Robinson, 52 Fed. 520. See for issuing new certificate in lieu of one lost, Treadwell v. Clark, 100 N. Y. Supp., affirmed 190 N. Y. 51; Guilford v. Western Union Tel. Co., 59 Minn. 332; Barstow v. Savage Min. Co., 64 Cal. 388; Kinnan v. Forty- Second St., etc. Ry Co., 140 N. Y. 183. Form 1205. NOTICE OF LOST STOCK CERTIFICATE AND APPLICA- TION FOR NEW CERTIFICATE. LOST — Certificate No for shares of the capital stock of the Company, in the name of , dated Application has been made to said Company for a new certifi- cate and all persons are hereby notified to show cause, if any, why such new certificate should not be issued. Dated , , 19 See notes to Form 1204, supra. Form 1206. NOTICE OF APPLICATION FOR NEW CERTIFICATE. Notice is hereby given that application ha:8 been made to the Company for a duplicate issue of 70 shares of its common stock, in place of certificate No for like amount, issued in my name ; also for duplicate issue of one share of its common stock in place of cer- tificate No , for like amount, issued in my name, the original of both certificates having been lost or destroyed. Dated , 19 See notes to Form 1204. 772 CORPORATION FORMS AND PRECEDENTS. Form 1207. ADVERTISEMENT BY ADMINISTRATOR OF LOST CERTIFICATES OF STOCK. Certificates of stock numbered 15 and IG of the Company of , issued April 7, 1888, in the name of , having been lost, notice is hereby given that application has been made for issue of new certificates. Dated , 19 Adm 'r of , deceased. See notes to Form 1204, supra. Form 1208. BOND OF INDEMNITY FOR LOST CERTIFICATE OF STOCK. Know all ^len by these Presents, That we , of , and of , are held and firmly bound unto The Company, a corporation organized and existing under the laws of the State of , in the penal sum of Dollars, lawful money of the United States, to be paid unto said The Company, its successors and assigns, for which pay- ment well and truly to be made, we do hereby jointly and severally bind ourselves, our respective heirs, executors and administrators, firmly by these presents. Signed and sealed with our seals this day of , 19. . . . The condition of this obligation is as follows: "Whereas said The Company did on the day of , 19. . . ., issue a certificate for share. . of its capital stock of the par value of dollars per share, in the name of the aforesaid , numbered , and. Whereas said claims that said certificate has been lost [or stolen, destroyed or mislaid as the case may be] and cannot now be found or produced by him, and. Whereas, at his request and upon the undertaking and agreement of the parties hereto to indemnify and save harmless said The Company in the premises, and to deliver up to it the said certificate when found, to be cancelled, said The Company is about to issue a new certificate in lieu of the one so alleged to have been lost [or stolen, destroyed or mislaid, as the case may be]. Now, Therefore, if the said , their heirs, executors, or ad- ministrators shall at all times indemnify and save harmless said The '. Company against all loss or damage to it arising by reason of the issue and delivery of said certificate of stock numbered -and all costs, charges, damages and expenses and all claims and demands of any and every kind and nature, actions, causes of action, suits and controversies whether groundless or otherwise and shall also deliver up said certificate numbered or cause the same to be de- livered up, when and so soon as it shall be found, in order that it may CERTIFICATES OF STOCK. 773 be cancelled, then this obligation shall be void, otherwise to remain ra full force and effect. In testimony whereof we have hereunto set our hands and seals this day of Witnessed by: [Seal] [Seal] See for lost certificates of stock, Cook on Corporations, §§358-362, 406; Clark & M., Corp., §§ 426, 593-594. Form 1209. AFFIDAVIT OF OWNERSHIP TO ACCOMPANY BOND OF INDEMNITY. STATE OF ,1 County of i , being duly sworn, deposes and says that he is an adult, and resides at , and is the owner and entitled to the possession of a certain certificate for shares of the capital stock, of The Company, a corporation organized under the laws of , dated the day of , 19...., and numbered , issued to him by said The Company, and described in a certain bond of indemnity hereunto annexed, executed by him and by and , and dated the (lay of , 19 (Here set forth facts concerning the loss, destruction, theft, etc., of such certificate.) That he, the said affiant has not disposed of said shares of stock or said certificate therefor to any other person or persons nor given any [)erson or persons any transfer, power of attorney, order or other au- thority of any kind or nature whatsoever to transfer the said stock evi- denced by said certificate numbered nor any part or portion thereof. Affiant further says that he makes this statement of the above facts under oath in order to induce said The Company to issue to this afliant a new certificate of stock for shares in the place of the said certificate heretofore described, and numbered as aforesaid. Subscribed and sworn to before me this day of 19.... See note to Form 1208, supra. Form 1210. BOND OF INDEMNITY FOR LOST CERTIFICATES OF STOCK BY HEIRS AND EXECUTRIX. Know all Men by these Presents, That , individually and as the executrix of the last will and testament of deceased, and , of the City of , and State of and of the City of and State 774 CORPORATION FORMS AND PRECEDENTS. of , two of the heirs of said , deceased, are hereby held and firmly bound unto the , a corporation organized and doing business under and by virtue of the laws of the State of , its successors and legal rei^resentatives, or as- signs, and the (a corporation) its suc- cessors, legal representatives or assigns, in the penal sum of Dollars to be paid to the said , its successors, legal representa- tives or assigns, and the , its successors, legal representatives or assigns, for which payment well and truly to be made we bind our- selves jointly and severally, and our representatives, heirs, executors and administrators firmly by these presents. Sealed with our seals and dated this day of , 19 Whereas, the said has issued a certificate for shares of the capital stock of said to the said , Executrix of the last will and testament of , deceased, in lieu of certificate numbered for shares, dated , and certificate numbered for shares, dated , of said capital stock standing in the name of , which said certificates of stock were registered by the , as regis- trar of said Company, and. Whereas the said has since the issuance and registration of said two last mentioned certificates, died, the said has been appointed executrix of the last will and testament of said , deceased, and said two last mentioned certificates have been represented to the said Companies by the said Executrix as aforesaid, as having been lost or destroyed. Now, Therefore, the Condition of this Obligation is such, That if the above bounden, , individually and as such Executrix, and , and , their successors, ad- ministrators or assigns, shall and do well and truly pay or cause to be paid to the said , its legal representatives or assigns, and the , its legal representatives or assigns, all damages that may be sustained by said Companies by reason of or growing out of the issu- ance and registration of the said certificate to said as Executrix of the last will and testament of , deceased, as transferee as aforesaid, and shall well and truly indemnify and save harmless the said and said , their legal repre- sentatives or assigns, from any and all damages, expenses and cost caused by or growing out of the issuance and registration of said certificate to said , as Executrix, of the last will and testament of , deceased, then the above obligation to be null and void; otherwise, to remain in full force and effect. ' [Seal] ~ Individually and as Executrix of the last Will and Testament of , deceased. In the presence of " [Seal] [Seal] CERTIFICATES OF STCCK. 775 STATE OF I 88: County of . .'. ( Personally appeared before me , a Notary Public in and for the County and State aforesaid, tbe above named and and , j)ersonally known to me to be the persons who signed their names to the above bond, and who acknowl- edged that they signed and sealed the same for the uses and purposes therein set forth. Given under my hand and notarial seal this day of ,19.... Not'iry Public. (See generally as to the right of the owner of lost or stolen stock to obtain a new certificate. Cook on Corporations (6th Ed.) §§ 358-362.) See as to right of an owner of a lost certificate of stock to a new cer- tificate and the right of the corporation to demand indemnity Cook on Corporations, §§358-362, 406; Clark & M., Corp., §426. CHAPTER XIII. ASSESSMENTS, CALLS AND FORFEIT- URE OF STOCK. Form 1211. RESOLUTION IN REFERENCE TO ASSESSMENT UPON SHARES OF CAPITAL STOCK. Resolved, That an assessment be, and the same hereby is, made of $ per share upon all of the capital stock of this Company, payable to the Treasurer of the Company, on or before the day of ,19 See generally as to assessments upon stock, Cook on Corporations, § § 104, 120, 241, 242; Clark & M., Corp., §§ 402-404, 497-500. See for resolutions in reference to assessments. Forms 1153, 1154, and 1155, supra. Form 1212. RESOLUTIONS OF BOARD TO MAKE CALLS ON SHARES. I. Eesolved, That a call of $ per share be made in respect of all the shares of the company to be payable at .• on the day of next. II. Eesolved, That a call of $ per share be made upon all the shares of the company not being credited as fully paid up, and that such call be made payable at on the day of next, and that the secretary be directed forthwith to give notice to the regis- tered holders of such shares of such call having been made. III. Eesolved, That a call of $ per share be made in respect of the fjreferred shares of the company, and that such call be made payable at by the follovping installments, viz : $ on the day of next. $ on the day of next. See notes to Form 1211, supra. Form 1213. RESOLUTION OF DIRECTORS LEVYING ASSESSMENT. Eesolved, that an assessment of .... per cent be levied on the shares of stock subscribed for, payable to the treasurer within days from date, and that the president and secretary issue certificates of full paid stock therefor. 776 ASSESSMENTS, CALLS AND FORFEITURES. 777 Form 1214. ORDER BY REFEREE IN BANKRUPTCY FOR ASSESS- MENT ON STOCK NOT FULLY PAID FOR. And now, to wit, this 30th day of June, A. I). 1908, on the petition of Charles E. Schwartz, the trustee in bankruptcy of the e.state of said bankrupt, and on the order to show cause dated November 14, 1907, sif^ned by Joseph Mellors, referee in bankruptcy, why Alexander J. Brian, Mark M. Dintenfass, iJavid H. Cohen, and Morris L. Zinunernian should not be assessed in the sum of $4.5076 on each share of stock of the said bankrupt company subscribed to by them, and it appearinjjj that personal service of said order to show cause has been made on said Morris L. Zimmerman, and that he has subscribed and not paid for 750 shares of stock of said bankrupt, and an answer having been filed and testimony hav- ing been taken, and after hearing Samuel Scoville, Jr., Esq., for the peti- tion, and Emanuel Furth, Esq., in opposition, and after due deliberation had. It is ordered and decreed that Morris L. Zimmerman is liable in the sum of .$4.5076 on each share of 750 shares of the stock of said Eureka Furniture Company, Inc., subscribed for by him, and that each share of stock sub- scribed for by him be assessed in said sum, and that he is liable in the sum of $3,380.70 on his said subscription to the trustee of the estate of said Eureka Furniture Company, Inc., bankrupt, in^said sum, and that he make payment thereof to Charles E. Schwartz, trustee in bankruptcy of the Eureka Furniture Company, Inc., bankrupt, at his office within one week from the date of this order, and on or before the 7th day of July, A. D. 1908; said subscription when paid and collected to become part of the assets of the said bankrupt estate, and to be accounted for and distributed under the orders of said court. In default of such payment, Charles E. Schwartz, trustee of the estate of said bankrupt, is hereby authorized and directed to institute such proceedings against said Morris L. Zimmerman as are necessary to recover the said sum due by him on said stock either at law or in equity. Joseph Mellors, Eeferee in Bankruptcy. See In re Eureka Furniture Co., 170 Fed. 485, holding that a bankruptcy court has power to order assessments on uupaid subscriptions to the stock of a bankrupt corporation. See also Billiard v. Allegheny Co., 173 Pa. 1; Sanger v. T'ptnn, 91 U. S. 56; In re Remington, etc. Co., 119 Fed. 441; In re Buttling Co., 96 Fed. 945, Form 1215. NOTICE OF CALL. Company, 19- Dear Sir: — I have been instructed by the Directors of the (.'ompany, of , , to issue a call for the payment on ur before , 19. . . ., of per centum of the sub- scribed capital stock of said company. Your subscription is shares of $100.00 each; amount $ ; amount due to meet above call $ 778 CORPORATION FORMS AND PRECEDENTS. Please remit promptly, making checks payable to Treasurer of Company, and mail to the undersigned, for which a receipt will be sent you. Yours respectfully, Co., Treas. Office: Trust Company Building, St., See for agreement to form corporation and subscription out of which above call arose. Form 1078, supra. fSee as to necessity of giving notice of calls and the formalities thereof, Cook on Corporations, § 115-118; Clark & M., Corp., § 500. Form 1216. NOTICE OF CALL. To You are hereby notified that by a resolution of the board of directors of the Company, duly passed on the day of , A. D. 19. . . ., a call was made on all the shares of the capital stock of the Company of Dollars per share, payable on the day of next. You are registered as the holder of shares, evidenced by Certificate No , and the amount due from you thereon is Dollars, which you will please pay to at No Street, , on or before the said day of next. By Order of the Board of Directors. Secretary. See note to Form 1215, supra. Form 1217. NOTICE OF ASSESSMENT OF STOCK. Company, No Street, , Notice is hereby given that by resolution of the Board of Directors of Company adopted pursuant to authority given by the stockholders thereof, an assessment of per cent (....%) on the capital' stock of said Company is now called for, payable to the treasurer of said Company at on or before Checks or drafts should be made payable to the order of the treasurer. By Order of the Board of Directors. Secretary. Dated at , this day of , 19 See note to Form 1215, supra. ASSESSMENTS, CALLS AND FORFEITrUKS. 779 Form 1218. PUBLISHED NOTICE OF CALL. The Company. To the Stockholders of Tlie Company. You are hereby notified that a call of dollars ($....) per share has been made by the Board of Directors of The Company, iijton the unpaid balance of the par value of all stock of the Company issued and outHtandinf^ at o'clock .... .M. on J 19...., payable at the oflice of the : Trust Company, No! . . . . , Street, , or at the oflSce of the Trust Company, No , Street, on or before , 19...., by stock- holders of record at 3 o'clock P. M. on said , 19. . . All stock upon which the full amount of the call shall not have been paid as above sjteeified on or before , 19. . . ., will be subject to sale by the Company in satisfaction of said call and expenses of sale. President. See note to Form 1215, supra. Form 1219. NOTICE OF CALL UPON PARTLY PAID CAPITAL STOCK. Company. Street, NOTICE OF CALL OF $25 PEE SHARE. , , 19.... To the Holders of Certificates for Partly Paid Stock of the Company : Notice is hereby given by the Company of a call for the payment of an installment of twenty-five dollars ($25) per share upon the partly paid capital stock of the Company, such installment to be payable on , ,19 Payment of said installment must be made at the oflBce of the Trust Company, No , Street, , on or before , 19...., by check or draft on New York to the order of the Company. At the time of such pay- ment the certificates for partly paid stock must be presented in order that a memorandum of the payment may be stamped thereon. The stock transfer books for the transfer of unstamped certificates will remain closed after the date of this notice. Books have been opened for the transfer of certificates on which the additional payment of twenty- five dollars ($25) per share has been noted. By order of the Board of Directors. J Company, By , Treasurer. See note to Form 1215, supra. 780 CORPORATION FORMS AND PRECEDENTS. Form 1220. NOTICE OF FINAL CALL UPON PARTLY PAID CAPITAL STOCK. Company. At a meeting of the Board of Directors of the Com- pany, held on November 29, 1905, a final call of 50 Per Cent was ordered on the part-paid Capital Stock, payable at the oflice of the undersigned on or before , 19 ... . Stockholders will please present their certificates for endorsement at time of payment. The transfer books of the Company will be closed on , , 19 . . . . , at . . o 'clock .... M., and will reopen on , , at .... o 'clock .... M. & Co., Street, See as to the necessity of complying with all formalities prescri])ed for notice of calls, Cook on Corporations, § 119; Clark & M., Corp., § 499e. Form 1221. WAIVER OF NOTICE BY THE STOCKHOLDERS OF PAYMENT OF ASSESSMENT. We, the undersigned, being all the subscribers to the capital stock with TThich The , a corporation organized under the laws of the State of , begins business, do hereby severally waive any, all and every notice of the time and place of the payment of such respective subscriptions, and we agree to pay or cause to be paid any part or all of the same to the Treasurer. of the Company, in cash or by the transfer of property, at such time as the Company, by its Board of Directors, may direct. And we hereby waive all the requirements of the statutes of the State of as to notice and publication thereof. Dated, , , , 19 See as to waiver of notice of assessment, Cook on Corporations, §120; Clark & M., Corp., §§499-500. Form 1222. WAIVER OF NOTICE OF ASSESSMENTS. We, the undersigned, subscribers to the capital stock of the Company, a corporation organized and existing under the laws of the State of , to the number of shares set opposite our respective signa- tures hereof, do hereby waive the statutory notice and all other notice of any kind whatsoever, of the time and place for the payment of our respective subscriptions, and we severally agree to pay the amounts sub- scribed by us respectively to the treasurer of said Company at such times and in such manner as its board of directors may require, ASSESSMENTS, CALLS AND FORFEITURES. 781 and we hereby authorize and empower said board of directors to require any suin due on our respective subscriptions to Vje paid in such manner and at sudi times and at such places as they may see fit without notice to us. Dated , 19 Name. Number of Shares Subscribed for. See note to Form 1221, supra. Form 1223. WAIVER OF NOTICE OF ASSESSMENT (ANOTHER FORM). We, the undersigned, stockholders of The Company, a corporation organized and existing under the laws of tlie State of , and owning and holding the nundjer of shares of said Company set oppo- site our respective names, do hereby waive notice of any and every kind (statutory and otherwise) of the time, manner and place of the payment of our respective subscriptions to the capital stock of said The Company, and we hereby respectively agree to pay any and all assess- ments of our said respective subscriptions as called for by the resolution of the Board of Directors of said Company at any meeting regular or special of said Board of Directors. Dated ,19 Name. Number of Shares Owned. See note to Form 1221, supra. Form 1224. PUBLISHED NOTICE OF ASSESSMENT. The Company. NOTICE TO STOCKHOLDERS. Please fake notice, that by resolution of the Board of Directors of this Company duly adopted at a meeting held at the office of the Com- pany 19. . . ., an assessment of Dollars per share was levied upon the outstanding capital stock of this Company, to be paid as follows: dollars per share to be paid on or before 19 dollars per share to be paid on or before 19 Payments to be made either to the Trust Company, Street, New York City, N. Y., or to the Trust Company, Street, Chicago, 111. The transfer books of the Company are to remain closed from , 19 , to 19...., and from 19 to ,19 for the purpose of this Assessment. 782 COEPORATION FORMS AND PRECEDENTS. All payments of assessments should be accompanied by the certificates of stock upon which receipt therefor will be stamped. By Order of the Board of Directors. Assistant Secretary. See Cook on Corporations, § 119; Clark & M., Corp., §500. Form 1225. RECEIPT FOR INSTALLMENT. The Company, Eeceived of the sum of Dollars, being the amount of the call of per share on shares in the Company evidenced by Certificate No Dated , 19 The Company, By Treasurer. Form 1226. RESOLUTION PRELIMINARY TO FORFEITURE OF STOCK. Eesolved, That the Secretary be directed to send a notice to Mr in accordance with Art , § , of the By-Laws of this Company, requiring him to pay the call due on his shares with interest, and stating that unless such call and interest are paid on or before the day of , A. D. 19. . . ., his shares will be forfeited without further notice. See generally as to the necessity of statutory authority to forfeit and sell stock for nonpayment of assessments thereon, Cook on Corporations, §§121-1.34; Clark & M., Corp., §§491-496. See for interest on calls, McCoy v. World's Columbian Exp., 186 111. 356; Acetylene, etc. Co. v. Smith, 10 Pa. Suiter. 61; Bair v. Gazzam, 15 Pa. Super. 131. See for forfeiture of stock for non-payment of calls or instalments pro- vided for by subscription, Crissley v. Cook, 67 Kan. 20; Wilson v. Duplin Tel. Co., 139 N. C. 395; -Eaht v. Sevier Mining, etc. Co., 18 Utah 290; Schwab V. Frisco Min. & Mill. Co., 21 Utah, 258; Clise Inv. Co. v. Washing- ton Sav. Bank, 18 Wash. 8; Nicholson, etc. Clothing Co. v. Urquhart, 32 Tex. Civ. App. 527; Daht v. Sevier Mining, etc. Co., 18 Utah 290. Form 1227. NOTICE TO STOCKHOLDER UNDER THE ABOVE RESOLUTION. THE COMPANY. 19.... To I am directed by the board of directors of the Com- pany, to require you to pay at , on or before the day of A. D. 19 .... , the sum of Dollars, being the amount due from you in respect of the call made on the day of A. D. 19.,.., in respect of shares of ASSESSMP:NTS, calls and F0RFE1T[;RKS. 783 Dollars each, evidenced by Certificate No , held hy yon. together with interest thereon at the rate of per cent, per siniiuni Irotn the liay of A. D. 1!». . . . (the day on which said call should have been paid by you), up to the day of actual pay- ment. I am further notified to inform you that in the event of your not making such payment of arrears of call and interest on or before the day of A. D. 19. . , said shares of Dollars each held by you (in respect of which such call is owing) will be forfeited without further notice, in accordance with Art of the by-laws of this Company. THE COMPANY, By Secretary. See as to the necessity of such notice, Cook on Corporations, §130; Clark & M., Corp., §§492, 495. Form 1228. NOTICE OF LIABILITY TO FORFEITURE. THE COMPANY. Sir, No Street, etc. In my letter of the day of ,1 gave you notice that at a meeting etc. (Particulars of call.) I am now instructed to inform you that the directors require you on or before the day of , 19 .... , to pay the said sum of Dollars, together with interest thereon, at the rate of per cent, from the said day of , 19. ... , up to the day of payment, and that in the event of non-payment of the said call and interest, on or before the said day of , 19. . . . at the place aforesaid, the shares in respect of which such call was made, will be liable to be forfeited. I am, etc.. Secretary. To etc. See note to Form 1227, supra. Form 1229. RESOLUTION OF FORFEITURE OF SHARES. Resolved, That the shares of Dollars each, represented by Certificate No , of which is the registered holder, be hereby forfeited on account of the non payment by the said of calls due thereon, and that the secre- tary l)e directed forthwith to give notice to the said , of such forfeiture. See Cook on Corporations, §§ 121-134; Clark & M., Corp., §493. 784 CORPORATION FORMS AND PRECEDENTS. Form 1230. NOTICE OF FORFEITURE. THE COMPANY. , 19.... To 1 am directed by the board of directors of the C'om- }aiiy to inform you that the shares of Dollars tach represented by Certificate No of the Com- pauy, of which you were the registered holder, have by a resolution of the board of directors of said Company duly passed at a meeting of ,'aid l)oard of directors on the day of , A. D. 19. . . ., been duly forfeited, on account of your having failed to pay the call due thereon on the day of , 19 ... . Secretary. See as to the necessity of strict compliance with the statute authorizing forfeiture, Cook on Corporations, §§ 121-134; Clark & M., Corp., §§491, 493. Form 1231. NOTICE OF SALE OF FORFEITED STOCK. Notice is hereby given that on , 19. . . ., at o'clock .... M., the Company will sell at public action at No , Street, , shares of the capital stock of the Company, represented by Certificate No of which is the registered owner, for the non-payment of a call of Dollars per share ordered to be paid on the day of A. D. 19. . ., by resolution of the board of directors of the said company duly adopted on the day of A. D. 19 ... . The Company, Secretary. See note to Form 1230, supra. Form 1232. NOTICE OF SALE OF STOCK FOR NON-PAYMENT OF ASSESSMENTS. Sale of Stock of The Company. By order of the board of directors, the untlersigned, as treasurer of The Comjiany, will on the day of , 19. . . ., at 'clock in the noon at , sell at public auction to the highest bidder shares of the capital stock of said company, owned by , and standing in his name on the books of said The Company, , or so many of said shares as will pay $ which is the aggregate amount of unjjaid assessments on said shares now due from said , and also the interest thereon from to the date of sale, and all necessary charges. ASSESSMENTS, CALLS AND FORFETTCUES. 785 $ has been paid to the said Company on each of said shares, and an assessment of $ , has Ijeen made and is now due on each of said shares, which assessment the purchaser at said sale must iimne- diately pay on each share in addition to the amount of his hid. Dated , 19 Treasurer. See Cook on Corporations, §§ 121-134; Clark & M., Corp., §493. Form 1233. PUBLISHED NOTICE OF SALE OF STOCK TO PAY ASSESSMENTS. Public notice is hereby given that the undersigned. Treasurer of The Company, a corporation organized and existing under and by virtue of the laws of the State of , will sell at public auction shares of the capital stock of said Com- pany, upon which per centum has been paid in, belonging to for non-payment of assessment on the stock of said , according to the statutes of the State of and by-laws of said Company in such case made and provided. Said sale will take place at No , Street, in , in said State of , on the day of , 19 .... , at 'clock in the noon. > Treasurer of The Company. Dated 19 See note to Form 1230, supra. Form 1234. DEED BY TREASURER FOR STOCK PURCHASED AT SALE FOR UNPAID ASSESSMENTS. Indenture made by Company, a corporation of the State of , by its treasurer, dated the day of , 19.... Whereas, the board of directors of said C'ompany, having at a duly called meeting of the said board, on the day of 19. . . . , at 'clock M., made an assessment of dollars upon each share of the then capital stock of the said corporation did fix, the day of , 19. . . ., as the time, and the principal office of said corporation, as the place, for the payment of the said assessment, and Whereas, was at the time of the said assessment the registered owner of shares of the capital stock of the said company and failed to pay the said assessment, or any part thereof, for the space of days after the time appointed for said jiayment, as afore- said, and, Whereas, due notice of the forfeiture of said shares, and of the sale 786 CORPORATION FORMS AND PRECEDENTS. thereof for unpaid assessments, was duly given to the said in accordance with the by-laws of said Company, and, WTiereas, upon the said day fixed for the said sale, as aforesaid, the said stock was duly ofl'ered at public auction and purchased by for the sum of dollars, he being the highest bidder and that price the highest price bid. Now Know All Men by These Presents. That Company, a corporation of the State of , by its Treasurer hereby assigns, transfers and sets over unto , his heirs aiul assigns, the said shares of stock aforesaid, to have and to hold the same to and for the only proper benefit and behoof of the said , his heirs and assigns forever. The Company doth hereby constitute and appoint the said, Treasurer of the said corporation, to be its attorney for it and in its name and as and for its corporate act and deed to acknowledge this writing before any person having authority by the laws of the State of to take such acknowledgment to the intent that the same may be duly recorded. Witness the seal of the said corporation, the signature of the treasurer and the attestation of the secretary thereof, the day and year first above written, at Company, By its Treasurer. Attest : [Corporate Seal] Secretary. Signed, sealed and delivered in the jiresence of us: (Add acknowledgment.) See as to the liability of a purchaser of forfeited stock, Cook on Corpora- tions, § 133, Form 1235. NOTICE OF OFFER TO RECEIVERS TO BUY ASSETS AND PAY CALLS, ETC. IN CHANCERY OF NEW JERSEY. JOHN FREDERICK WHERRY, r On Bill, &c. ORDER TO SHOW CAUSE. Complainant — and — TELEPHONE, TELEGRAPH AND CABLE COMPANY OF AMERICA, Defendant. To Edward Graetz, Mendham Brothers, Chas. G. Phillips, Wilcox & Company, William Cone & Company, Chas. W. Turner & Company, Thomas Wood, Dick Rogers, Edward J. Graetz, George B. Wilson, Trustee, R. T. Cadnuis and Andr>3w Freedman, and to the unknown parties holding said stock or any of ASSESSMP:XTS, calls and FORFEITCRKS. 787 it by title derived from them or any of them, anu all omer stockholders of said corporation, and all the creditors of said cor[)oration : Take notice, that a rule to show cause in the atjove stated matter will come on for hearing on Thursday, the Sixteenth day of February, Nineteen Hundred and Eleven, before the Chancellor of New Jersey, in the Chancery Chambers, Prudential Building, in the City of Newark, New Jersey, at the hour of two o 'clock in the afternoon of that day or as soon thereafter as the same can be heard, why an offer by Henry S. Kearny to the Receivers of the Telephone, Telegraph and Cable ComiJaiiy of America should not be ac- cepted, which otTcr is in substance as follows: 1. To jiay all the unpaid calls at the face value of said calls, without in- terest, on One Hundred and twenty-eight thousand six hundred and twelve shares of the capital stock of the Telephone, Telegraph and ('al)le Company of America, in full settlement of all liability on said stock; said one hun- dred and twenty-eight thousand six hundred and twelve shares being the entire number of shares on which there are unpaid calls, excepting certain shares upon \\hich there are unpaid calls which stand ujion the books of the said Telephone, Telegraph and Cable Company of America, in the names of William Cone & Company, Chas. W. Turner & Company, Thomas Wood, Dick Eogers, Edward J. Graetz, R. T. Cadmus, George B. Wilson, Trustee, and Andrew Freedman, aggregating four hundred and nine shares. (2) In the event of the acceptance of the foregoing proposition in Para- graph (1) to bid at public or private sale for all the collateral, assets and property of every kind and description, including choses in action, of the Telephone, Telegraph and Cable Comjiany of America, now in the hands of the said Receivers or to which they may be entitled, except cash, the sum of seventy-five thousand dollars, and to obtain a withdrawal of the right of the claim of John Frederick Wherry, amounting to Eighty Thousand Dol- lars ($80,000) and interest, to participate in any way in any fund which may come into the hands of the Receivers. Further take notice that the report of the Receivers in relation to the assets of the Telephone, Telegraph and Cable Company of America, as to which said offer is made, and said offer are on file with the Sergeant-at-Arms of the Court of Chancery of New Jersey, in the Prudential Building, New- ark, New Jersey, for inspection by the aforesaid parties or by anyone duly authorized on their behalf in writing to inspect the same. CHARLES M. ^lYERS, EDWARD M. COLIE, Receivers of Telephone, Telegraph and Cable Company of America. CHAPTER XIV. OPTIONS AND AGREEMENTS FOR SALE OF PROPERTY. Form 1236. OPTION AGREEMENT FOR SALE OF PROPERTY TO PROMOTER. Agreement made this day of A. D. 191 , be- tween A of , of the one part, and B of , of the other part, witnesseth, that for and in consideration of the sum of $1 in hand paid by each of the parties hereto unto the other, the receipt whereof is hereby acknowledged, and of the mutual covenants and agreements herein contained, It is hereby agreed as follows: 1. The said A shall sell, and the said B shall purchase, the property specified in the schedule hereto annexed and marked Exhibit ''A" for the sum of $ , whereof $ shall forthwith be paid to the said A by way of deposit. 2. If before the day of , the said B shall have resold the said property to a corporation duly incorporated under the laws of the state of for the purpose inter alia of acquiring said property, and with a nominal capital of $ divided into shares, each of the par value of $ and bound by agreement with the said B to purchase from him the said property, the said B shall have the option of satisfying any part of the balance of the purchase money not exceeding $ , by procuring the allotment or transfer to the said A of full paid-up shares of the capital stock of said Company to be treated as of par value. 3. The said A shall show a good title to the said property in himself or some other person willing and bound to convey by his direction, and shall duly transfer the same to the same B or his nominee at or before the time for completion hereinafter fixed. 4. The purchase shall be completed on the day of next, at or such other place in the city of in the State of , as the said B shall designate and thereupon the purchase money shall be paid or satisfied as hereinbefore provided. 5. The said B shall before the time hereinV^efore fixed for completion appoint some competent agent or attorney in to examine and report on the title to the said property, and a telegram from such agent or attorney stating that the title is satisfactory shall be sufficient evidence of the facts. 6. The said B may at any time before the day of next, annul the sale and if the said purchase-money shall not be paid or 788 OPTIONS AND AGREEMENTS FOR SALE. 789 satisfied at the time and in the manner aforesaid, then and in such case, the said A may at any time thereafter by notice in writing to the said B annul the sale. 7. If the sale is annulled under (clause G hereof, the deposit shall be for- feited to the said A and neither party shall have any claim against the other for exi)ense3, damages or otherwise. In Witness Whereof the i)arties hereto have hereunto set their hands and seals the day and year aforesaid. [SealJ [SealJ See for law relative to promoters. Cook on Corporations, §§ 38, 46, 63, 157, 158, 320, 3;H, 650, 651, 657, 705-707; Clark & M., Corp., §§102-110. "An option to purchase is merely an agreement whereby the vendee may, upon compliance with certain terms and conditions become the o\Nner of the property; the vendor giving him the option," In re Alien, 183 Fed. 172. "An option to purchase if he liked is essentially different from an op- tion to return a purchase if he should not like. In one case the title would not pass until the option is determined; on the other hand, the property passes at once, subject to the right to rescind and return." Hunt v. Wyman, 100 Mass. lf)8. quoted with approval in In re Allen, 183 Fed. 172. If an option is in writing and answers the requirements of the Statute of Frauds, and is given for a valuable consideration, and time is given within wliifh it may be exercised, such option during the time specified for its exercise is irrevocable, Black v. Maddox, 104 Ga. 157; Peterson v. Chase, 115 Wis. 239; Weaver v. Burr, 31 W. Ya. 736, 3 L. R. A. 94. There is a conflict of authority as to whether or hot an option under seal is revocable. Some authorities hold that it is not. See Xenos v. Wickham, L. R., 2 H. L. 296; McMillan v. Ames, 33 .Minn. 257; Contra, Penn Match Co. V. Hapgood, 141 Mass. 145. See for exercise of option, Matthews Slate Co. v. Slate Co., 122 Fed. 972; Richards v. Green, 23 N. J. Eq. 536; Woodruff v. Woodruff, 44 N. J. Eq. 349; Bigeler v. Baker, 40 Neb. 325, 24 L. R. A. 255; Savwanl v. Houghton, 119 Cal. 545; Black v. Maddox, 104 Ga. 157; Graybill v. Brugh, 89 Va. 895, 21 L. R. A. 133, 37 Am. St. Rep. 894. See as to specific performance of option to convev property. Wall v. Minneapolis R. Co., 86 Wis. 48; Kerr v. Day, 14 Pa! St. 112;" Doctor v Hellberg, 65 Wis. 415. Form 1237. OPTION AGREEMENT ON MANUFACTURING PLANT. Agreement, made at , this day of , 19. . . ., by and between , a corporation organized and doing business under and by virtue of the laws of the State of , party of the first part (hereafter for brevity termed the Vendor) and (hereafter for brevity called the Purchasers), their nominees or assigns, I>arties of the second part. Whereas, tiic Vendor is the owner of the property and rights hereinafter described, and is now and has, for several years last passed, been engaged in the manufacture of , and appurtenances and appliances con- nected therewith, and said Purchasers desire the option to purchase from the said Vendor the property hereinafter described, and the busi- ness of the said Vendor, and, Whereas, the form of this agreement has been submitted to the Board of Directors of the said Vendor, which has duly resolved, at a meeting thereof 790 CORPORATION FORMS AND PRECEDENTS. duly and regularly called and held for such purpose, that its President and Secretary be authorized on behalf of the Vendor, as its act and deed and under its corporate seal, to execute, acknowledge, and deliver the same to the said Purchasers and the action of said Board of Directors has been authorized, ratified and confirmed by a resolution of the stockholders of the said Company at a special meeting of said stockholders duly and regularly called and held for such purpose on the day of , A. D. 19.... IS'ow therefore, this indenture witnesseth that, for and in consideration of One Dollar ($1.00) in hand paid by each of the parties hereto one to the other, the receipt of which is hereby acknowledged by each of the parties hereto, and of other good and valuable considerations moving between the parties hereto, the existence of which is hereby acknowledged by each of the parties hereto, it is hereby agreed as follows: First, The said Vendor hereby agrees upon the written request of the said Purchasers as hereinafter provided for, to sell, convey, transfer and deliver to the said Purchasers, their heirs and assigns, the following: All the real estate, buildings, improvements, appurtenances, easements, plant, machinery, fixed and movable, now belonging to the said Vendor, and located at , in the County of and State of and including all machinery, equipment and fixtures, fixed or movable, all boilers, stokers, generators, engines, stacks, and pumps and heaters in power houses, all air and water tanks, shafting, belting, pulleys, hangers, and tools in hand or abroad in possession of erectors, all draw- ings, flasks, and patterns in hand or in possession of persons, firms, or cor- porations wherever situated, ail hoists, punches, and shears, cranes, engines, fans, heating coils, and air distributing systems, tanks, lathes, presses, all yard equipment consisting of rails, joints, switches, frogs, ties, locomotive cranes, windlass and engine hoists, blocking and rigging, and all machinery and equipment now contained in the buildings situated on said premises, and all other apparatus, utensils and appliances, owned by the said Vendor where- soever situated, now being used for, or intended to be used for, or m connec- tion with, the manufacture or shipment of , or any of them, or any part thereof, or repairs therefor, and all appurtenances to them, or any of them, belonging, a partial list of the above property so provided to be conveyed being hereto attached and marked Exhibit "A," it being under- stood and agreed, however, that the enumeration of the articles contained in said list so marked Exhibit "A" as aforesaid does not limit the rights of the said Purchasers to such articles, or deprive them of the right to the prop- erty hereinbefore provided to be conveyed, upon the demand and notice here- inafter provided for; also, all of the good will i)ertaining to or connected with the said business of manufacturing and selling , or any of them, and parts thereof and repairs therefor, and appurtenances thereto be- longing, heretofore carried on by the said Vendor, all trade rights, trade marks, trade names, brands, patterns, flasks, drawings, plans, inventions, formula?, patents and interests in patents, and licenses and contracts in re- spect to patents, for , now owned or controlled by the said Vendor. The Vendor shall furnish to said Purchasers, on or before the day of , 19. .-. ., a good, and sufficient abstract of title showing d merchantable title to said real estate. OPTIONS AND AOREEMF.NT?; FOR SALE. 791 Secoixl. At any time on or before tlie said day of , A. D. iy. . . ., the I'liicliascrH may exercise the right of this option by giving written notice to the Vendor of their intention ho to do, together with a written demand upon the Vendor for fulfiUment of (he terms of this agree- ment and the said Purchasers shall have and are hereby given the exehisive right and option (o purchase of the said Vendor all of the foregoing prop- erty on or before , I'J. . . ., for the consideration of dollars, to be paid by the said Purchasers as follows: (Insert terms of payment). Third. Tiie property, assets and business hereby agreed to be sold shall be free from any lieu or encumbrance of any kind or nature whatsoever at the time of the transfer thereof as herein provided, if the option hereby given be exercised. Fourth. If tiie purchase of the property herein described is consummated as herein provided, the said Vendor and all its officers shall execute a con- tract or contracts with said Purchasers, binding themselves for a period of years from the date of such respective contracts, not to di- rectly or indirectly engage in the manufacture or sale, or be in any manner, or in any relation or capacity w-hatsoever (except in the capacity of agent, employe, or stockholder of the Purchasers or of a corporation hereafter formed by them) engaged or interested in the manufacture or sale of any kind of or any appurtenances and appliances connected there- with, in the City of , or in the County of , or in the State of , or -in any of the states of the United States of America, or within the territories or colonial possessions thereof, or within the District of Columbia, (excepting and reserving however, to said Vendor, its officers or agents, the right to manufacture and sell in the Territory of Alaska and the State of Arizona.) Fifth. In case of the purchase of the property covered by this agree- ment, all contracts bona fide made by said Vendor before, and existing on the day of transfer for the purchase, sale or manufacture of material or products shall be assigned to and assumed by the Purchasers. Sixth. ]f the purchaser shall fail to exercise this option within the period limited, by making written demand and notice as specified, then this agree- ment shall terminate and there shall be no further privity of contract be- tween the parties hereto nor responsibility nor liability nor claim here- under of any kind on or against either of the parties hereto by reason of this present agreement. Seventh. Within days after such written demand has been made, the said Vendor shall deliver to the Purchasers full and sufficient deeds of general warranty, bills of sale, assignments, and all such other conveyances to said Purchasers as shall be usual or necessary for the con- veyance and assurance of all of the property and assets, real and personal included under the terms of this agreement. Eighth. In case of any disagreements as to the meaning or method of carrying out any of the terms of this agreement, or the valuation of any property, such difference shall be submitted to three disinterested persons, one chosen by said Vendor, one by said Purchasers, and the third by the two so chosen, and the award of the majority of such shall be final and con- clusive on the parties hereto. 792 CORPORATION FORMS AND PRECEDENTS. Ninth. It is mutually understood ami agreed that time is of the essence of this agreement. Tenth. This agreement may be assigned by the said Purchasers and when so assigned, shall inure to the benefit of and be binding upon the as- signee in the same manner as if such assignee had originally been the pur- chaser hereunder. Upon such assignment all of the rights and liabilities of the Purchasers hereunder, of whatever kind or character, shall there- upon cease. In witness whereof, the said party of the first part has duly caused this instrument to be signed and sealed by its President and Secretary there- unto duly authorized and attested under its corporate seal, the day and year first above written. [Seal] By Its (Attach Exhibit "A.") See notes to Form 1236, supra. Form 1238. OPTION AGREEMENT TO SELL BUSINESS TO A PROMOTER OF A CONSOLIDATION. VENDOR'S AGEEEMENT. This Agreement, Entered into this day of , A. D. 19...., by and between the undersigned owners and holders of property, or shares of capital stock or interest in Brick Company, hereinafter called the "Vendors," parties of the first part, and , hereinafter called the ' ' Consolidation Pur- chaser, " party of the second part, Witnesseth: Whereas, The "Consolidation Purchaser" desires to obtain the right to purchase and acquire for, or to have purchased and acquired by, a corporation hereinafter to be designated by him and hereinafter known as * ' Brick Company, ' ' the property hereinafter described, and WTiereas, The "Vendors" are the owners of, and are willing to sell to the "Consolidation Purchaser," the property hereinafter described, Now, Therefore, In consideration of the work and services performed in the promotion of a consolidation of the fire brick manufacturers of the State of Pennsylvania by the said ' ' Consolidation Purchaser, ' ' and in further consideration of the action to be taken by the "Consolidation Purchaser," herein, and of One thousand dollars ($1,000) to the "Vendors" by him paid (the receipt of which is acknowledged), the "Vendors" hereby covenant and agree with the "Consolidation Pur- chaser" as follows: Article 1: The "Vendors" if, and when, so requested by the "Con- solidation Purchaser, ' ' at any time before 19 .... , will sell, convey, assign, transfer and deliver unto the "Consolidation Purchaser," his heirs, executors, administrators, survivors or assigns, by good and indefeasible title, and free and clear of all incumbrances and all indebtedness and liabilities (except such as are specifically stated in "Schedule A," hereto annexed and made a part hereof), all their, and OPTIONS AND AGREEMENTS FOR SALE. 793 each of their, property, shares of capital stock of, and interest in said Brick Company to the extent set opposite their respective signa- tures, and upon and subject to the terms hereinafter provided: A general but not exclusive schedule of the assets and property of the Brick Company being hereto annexed and made a part hereof, marked "Schedule B. " Article 11: The purchase price of the property acquired by Article 1 shall be three hundred thousand dollars ($300,000), and the One Thou- sand ($1,000) paid as part consideration for this contract shall be applied on account thereof. Article III: If, and in case, the "Consolidation Purchaser" shall elect to purchase -said property, property interests and shares of capital stock, payment at the price aforesaid shall be made wholly in cash, or at the option of the "Vendors" One hundred and fifty thousand dollars ($150,000.00) in cash, ^nd the remainder thereof in the preferred and com- mon stocks of the "Brick Company" under the terms and conditions set forth in the exhibit hereto annexed and made a part hereof as "Vendors' Underwriting Proposition." Article IV: The "^'cndors" will allow the appraisers, accountants, attorneys and agents of the "Consolidation Purchaser" full access to, and examination of, all the property, books, inventories, records, titles, corporate status and affairs of their said business covering a period not exceeding three years last past, and will likewise make and submit forthwith to such appraisers and accountants full and true inventories, balance sheets, profit and loss income statements, and other financial or manufacturing statements of any kind, and upon demand will furnish maps, complete abstracts of title, and other data which said appraisers, accountants and attorneys may deem necessary. Article V: In consideration of the e.xecution of this agreement by the ' * Consolidation Purchaser, ' ' and by the * ' Vendors ' ' severally, and in the event of the purchase of, and payment for, said property upon the terms of this agreement, and in further consideration of such pur- chase and payment, the ' ' Vendors ' ' severally and expressly covenant and agree with the ' ' Consolidation Purchaser, ' ' his heirs, executors, administrators, survivors or assigns that they will not, directly or in- directly, individually or as officers, directors or agents of any corpora- tion, firm or individual, engage or be interested in the business of man- ufacturing, buying, selling or dealing in silica or clay fire brick in the States of .,, , , or for a period of fifteen years from and after the date of such purchase and payment, except with the consent, or in the employment of the said "Brick Company" or the parties to whom this contract may be assigned by the ' ' Consolidation Purchaser, ' ' it being understood and agreed that the "Vendors' " good will is one of the essential considerations for the execution of this contract by the "Consoliilation Purchaser." They are, however, in no way restricted in the manufacture of Magne'site brick or dealing in magnesite, or any article made in whole or in ]iart from magnesite. Article A'l: The "Consolidation Purchaser" shall have, and hereby there is vested in him, the right to assign, transfer, and set over to such banker or bankers, or other party as shall be nominated by such "Con- 794 CORPORATION FORMS AND PRECEDENTS. solidation Purchaser," anj or all of his rights under and in this agree- ment, and thereupon such assignee (provided that such assignment be by written instrument accepted by such assignee, and not otherwise) shall be subrogated to, and shall have all the rights and interests, and shall assume all the liabilities, which are vested in or attached to the said "Consolidation Purchaser" and which may be so assigned, and upon such accepted assignment the "Consolidation Purchaser," ipso facto shall be fully released and discharged from all liability, obligations, or responsibility, if any there be, under this agreement. Article VII: The "Consolidation Purchaser" will cause to be made promptly an audit, examination and appraisement of the property cov- ered by this contract, and will thereafter, and on or before the day of , 19 .... , give notice in writing to the ' ' Vendors ' ' by a communication addresed to the Brick Company^ at , , of his election to avail of this option, and such notice shall be accompanied by a statement showing the proposed total issue of bonds and preferred and common stock of the "Brick Company," and also the aggregate net earnings for the past two years of the concerns being purchased by it. No mistake, error or variation from the final figures, in such state- ment of securities to be issued, or aggregate net earnings, however, shall avoid the right of the "Consolidation Purchaser" to purchase the prop- erty of the "Vendors" for cash at the purchase price herein. Article VIII: The "Vendors" will within ten days after the receipt of the notice and statement mentioned in Article VII (during which period they shall have the right to investigate the accuracy of the figures in said statement) notify the "Consolidation Purchaser" of their inten- tion to exercise the option given them by Article III to take the remain- der of their purchase price in stock according to the terms thereof and the exhibit thereto, and thenceforth they will be bound thereby. Article IX : The " Vendors ' ' certify that ' ' Schedule C, ' ' hereto annexed and made a part hereof, correctly states for the periods therein set forth : 1st. The amount of goods sold by them. 2nd. The gross earnings. 3rd. The net earnings. 4th. The amount of interest paid for Ijorrowed money. 5th. The amount paid for salaries of President, Vice President, Sec- retary, Treasurer and General Manager. Article X: To facilitate purchase and payment hereunder the "Ven- dors" when called upon so to do by the "Consolidation Purchaser" will deposit with the Trust Company of , the certificates for the shares so owned or controlled by them respectively, duly assigned in blank, and their proper conveyances of, and abstracts of title respecting, the property covered by this agreement, and will cause said certificates or other property to be delivered by said Trust Company to 'the said "Consolidation Purchaser," his heirs, executors, administrators, survivors or assigns, upon payment being made there- for as herein provided. In the event that this agreement be not so con- summated, then and thereupon such certificates, conveyances abstracts and other property shall be returned to the "Vendors" respectively so depositing the same, without expense of any kind. In evidence of such OPTIONS AND AGREEMExVTS FOR SALR. 795 deposits horeuntion of purchasing the concession set forth in the schedule hereto, and all the interests of the company therein. 2. The said option shall be exercisable either by the purchasers or their assigns, by notice in writing to the Company at any time within two cal- endar months from the date hereuf, and if the purchasers or their assigns 798 CORPORATION FORMS AND PRECEDENTS. shall exercise the said option the Company shall sell, and the purchasers or their assigns shall purchase, the said premises on the terms hereinafter ex- pressed ; and if the said option is exercised by the assigns of the purchasers, then and in such case the purchasers shall not be in any way liable here- under. 3. The consideration for the said sale shall be the sum of $100,000. 4. Should the purchasers or thgir assigns exercise the said option, the Company will, if required by the purchasers or their assigns, accept paid up shares in a company (hereinafter called "the new company"), form- ing 30 per cent, of its capital, and not less par value than $100,000, in satisfaction of the said sum of $100,000, provided — (fl) That the new company is incorporated under the laws of the State of (b) That the authorized capital of the company does not exceed $1,000,000. (f) That the new company has a working capital of $100,000. (d) That the purchasers shall have exercised the option given them by clause 1 of this agreement, and shall have resold the concession to the new company, or in the alternative that the new company, as the assigns of the purchasers, shall have exercised the said option. 5. Until the time for completion hereinafter mentioned, or up to the expiration of the said period of three calendar months, in case the said option shall have been previously exercised, the company shall comply with all the terms of the said concession, and keep the same from becoming forfeited or void. 6. If the purchasers or their assigns should exercise the said option, the purchase shall be completed as soon as possible thereafter, and before the day of , A. D. 19. . . ., when possession of the land comprised in the said concession shall be given to the purchasers or their assigns, as the case may be, and the Company shall execute and do all assurances and things for vesting the said concession and all its interests therein in the purchasers or their assigns, and thereupon the said consid- eration shall be paid or satisfied, and possession shall, as soon as conven- iently may be, be given to the purchasers or their assigns. 7. Should the said option be exercised, the purchasers or their assigns shall, before the time hereinbefore fixed for completion, appoint some com- petent agent in , or send out such person there, to examine and report on the title to the said concession, and to certify the transfer thereof, and a telegram from such agent, stating that the title is satis- factory and that the transfer is complete, shall be sufficient evidence of the facts. 8. The consideration for the said option shall be the sum of $1,000 cash to be paid by the purchasers immediately on the execution hereof, and the said sum shall be retained by the Company whether the said option shall or shall not be exercised, and shall not in any case be treated as paid on account of the purchase consideration. 9. Should the said agent not report as to the title of the said conces- sion to the satisfaction of the purchasers or their assigns before the day of , 19...., the purchasers or their assigns may, at any time thereafter, before the completion of the said purchase, by notice to the Company annul the sale; and if the said purchase consideration shall not OPTIONS AND AGREEMENTS FOR SALE. 799 have been ji.'iid or satisfied at the time and in the manner aforesaid, then and in any such case, tlie'Company may at an}' time afterwards, by notice in viritinj^ to the purchasers or the new company, as the case may require, annul the sale. 10. If the sale is annulled under clause 9 hereof by the purchasers or their assigns, the Coni])any shall repay to the purchasers the said sum of $1,000; but if such annulment is made by the Company, neither party shall have any claim against the other for expenses, damages, or otherwise. 11. A notice hereunder may be served on each of the purchasers Vjy send- ing the same through the post, addressed to him at his address above men- tioned, and shall be deemed to be served at the expiration of twenty-four hours after the same is posted in • In Witness Whereof said The Company has caused these presents to be signed by its President and its corporate seal to be here- with affixed and attested by its Secretary, and the parties of the second part have hereunto set their hands and seals the day and year first above written. [Corporate Seal] The Company, By Attest: Secretary, Its President. [Seal] [Seal] See notes to Form 123G, supra. Form 1241. OPTION AGREEMENT. • Memorandum of Agreement, made and entered into this day of , 19 .... , by and between The Company, a cor- poration organized and existing under the laws of , party of the first part, and of , and State of , party of the second part. Whereas, the said party of the first part is now and for many years past has been engaged in the manufacture of at , in the State of , and. Whereas, the said party of the second ])art proposes to organize a cor- poration under the laws of the State of , or some other state, satisfactory to him, to be known as the Company, or to be designated Ijv some other suitable name, with an authorized capital stock of dollars, ($ ), divided into ( ) shares of dollars ($ ) each, of which ( ) shares shall be per cent ( %) non-cumu- lative preferred stock, and ( ) shares shall be common stock, for the purpose of acquiring plants and properties of the various manufacturers engaged in the manufacture of , and the said party of the first part is willing to sell to the said party of the second part its business as a going concern, together with its jilant, real estate and other property used in connection therewith, and to that end to 800 CORPORATION FORMS AND PRECEDENTS. give to the said party of the second part the privilege or option to pur- chase its said business, plant, real estate, good will and other property on the terms and subject to the conditions hereinafter stated. Now, Therefore, for and in consideration of the premises and one dollar in hand paid to the said party of the first part by the said party of the second part, and of the mutual covenants and agreements herein contained, it is agreed by and between the parties hereto as follows: I: The said party of the first part hereby agrees to sell to the said party of the second part, or to his assigns, as a going concern, the said business so carried on by the said party of the first part together with its said plant, including all the real estate now owned and occupied by the said party of the first part for the purpose of its manufacture of , and the buildings and structures situate and being thereon, improvements, ap- purtenances, and easements; also all machinery, tools, fixtures, appliances and apparatus employed as a part thereof, together with all patents, patent rights, trade-marks, brands, inventions, processes and trade names, now in its possession or owned or controlled by it, and the good-will of the said business of the said party of the first part as a going concern, excepting oidy money in bank and in hand, and bills and accounts receivable and goods, wares and merchandise, material and supplies hereinafter mentioned. TI: The said party of second part shall have and is hereby given the sole and exclusive privilege and option to purchase of the said party of the first part all of the above described property on or before the day of , A. D. 19 Ill: The price to be paid for the said property to be transferred to or as directed by the said party of second part with good title, free and clear of all liens, charges, encumbrances, taxes, and assessments, shall be the sum of dollars ($ ) of which Dollars ($ ) shall be paid in cash and the balance by the delivery to the said party of the first part in the name or names of such person or per- sons as it may in writing direct of ( ) shares of the preferred capital stock and ( ) shares of the common capital stock of the said corporation to be organized as aforesaid, such payments to be made contemporaneously with the transfer of the plant, real estate and other property to be conveyed as herein provided. IV: In the event of the exercise by the said party of the second part of the aforesaid option so hereby given, it is hereby expressly agreed that all law material, goods manufactured and in process of manufacture, including all supplies owned by the said party of the first part at the date of the transfer of the said business, plant, reaKestate and other property herein- before mentioned shall be inventoried as of said date, at the fair cash market value thereof, and the said party of the second part shall take and pay for the same in cash at such value so ascertained simultaneously with the transfer and conveyance of the said business, plant, real estate and other property aforesaid. In the event that any of the said property so inventoried shall be sold or in any manner transferred, or disposed of by the said party of the first part subsequently to the date of the taking of such inventory, and prior to the consummation of the purchase herein provided for, or if the said property shall be destroyed or damaged by fire, flood or other casualty, then in either such event credit shall be given to the said OPTIONS AND AGREEMENTS FOR SALE. 801 party of the second part for such property so sold, transferred, disposed of,, damaged or destroyed at such inventoried value. V: In the event that the said party of the second part shall elect to avail himself of this option, he shall give notice to the said party of the first part by registered letter or other written communication on or before the day of , 19. ... ; which saiil notice shall be ad- dressed to the said party of the first part at VI: Good and sufficient abstracts of title to the said real estate shall be delivered to , Esq., counsel for said party of the second part, by said party of the first i)art on or before , 19. . . . VII: in the event that notice of the election to exercise this option shall not be given to said party of the first part by the said party of the second part, within the time herein specified, then this agreement shall there- upon be null and void, and cease to be of any force or effect. VI 11: In the event that said party of the second part shall elect to avail himself of this option it is further agreed that he will take over and assume all unfinished contracts of the said party of the first part for the purchase of material and supplies and the manufacture and delivery of products which may have been entered into by it prior to the date of ex- ercising said option, and will indemnify it or cause it to be indemnified suf- ficiently and satisfactorily to it against any liability thereon. IX: In the event of the jjurchasc of the property rights and business herein before described pursuant to the terms of this option, then contem- poraneously therewith the said party of the first part shall cause to be duly executed by itself and by its President, Vice President, Secretary and Treasurer, a contract or contracts with said party of the second part, his successors and assigns whereby the said party of the first part and its said officers respectively shall bind themselves for the period of years from the date of such contracts not to directly or indirectly engage or be or become interested in any manner or in any capacity whether as prin- cipal or agent or through investment or the lending of money or in other way in the business of manufacturing, buying, selling, dealing in or deal- ing with , or any parts thereof, or any appurtenances or ap- pliances connected therewith, within any part of the United States of America except the states of Arizona, New Mexico and Nevada and the territories of Alaska and Hawaii, and the Island of Porto Bico, but this prohibition shall not prevent the said party of the first part or its said officers or any of them from engaging in such business as an officer, director, stockholder, employe or creditor of the said new corporation so to be or- ganized. X: In the event that the said party of the second part shall elect to avail himself of this option, then this option may be assigned to the cor- poration so to be organized and this agreement in its entirety shall inure to the benefit of and be obligatory upon said corporation, and the said party of the second part shall be released from liability thereunder to the same extent as though such corporation had been originally the party of the second part hereto. In Witness Whereof the said party of the first part has caused these presents to be executed by its President, and its corporate seal to be here- 802 CORPORATION FORMS AND PRECEDENTS. unto aflSxed and attested by its Secretary the day and year first above written. The Company, By [Corporate Seal] President. Attest : Secretary. (Add acknowledgment.) See notes to Form 1236, supra. Form 1242. AGREEMENT TO GIVE OPTION ON STOCK TO SYNDICATE WHICH AGREES TO DO EXPLORATION WORK ON MINES. This agreement, made the 17th day of March, 1897, between the Mer- chants' & Miners' National Bank, of Philipsbiirg, Montana, Joseph H. Harper, and Joseph H. Harper, assignee of Durfee & Sherman, ]\I. L. Mac- Donald, Robert McArthur, David Sterrit, and Mrs. F. W. Sherman, of Butte, i\Iontana, the parties of the first part, and Henry "Williams, Wil- liam Thompson, James Hamilton, W. R. Kenyon, Joseph H. Harper, and F. W. Sherman, of Butte, Montana, the parties of the second part, wit- nesseth : That the said parties of the first part, for and in consideration of the various payments to be made as hereinafter specified, as well as of the mutual covenants and conditions herein contained, agree to sell and convey unto the said parties of the second part, their heirs and assigns, three hun- dred thousand (300,000) shares of the capital stock of the Sunrise Mining & Milling Co., held by the said parties of the first part in the following por- tions, to wit: The said Merchants' & Miners' National Bank holds one hundred and twenty-seven thousand and twenty-nine and 2-3 shares (127,029 2-3) as collateral security for indebtedness of said Durfee & Sherman. The said Joseph H. Harper holds twenty-five thousand (25,000) shares in his own right, and one hundred and thirty-eight thousand, three hundred and seventy-one (138,371) shares as assignee of said Durfee & Sherman. M. L. MacDonald holds three thousand (3,000) shares, Robert McArthur, one thousand, five hundred (1,500) shares, David Sterrit, three thousand (3,000) shares, and Mrs. F. W. Sherman, two thousand, one hundred (2,100) shares. The said stock is to be deposited in escrow in the Merchants' & Miners' National Bank of Philipsburg, immediately upon the execution of this agree- ment. The said second parties are to work and explore the mines of the said Sunrise Mining & Milling Co., situated at Sunrise, in Granite county, during a period of four (4) months, which said work must be begun on or before the first day of April, 1879^ and must be prosecuted with diligence. The said second parties shall employ in said work at least five (5) men con- tinuously, but the said work shall be deemed continuous within the meaning of this agreement if the said second parties shall employ the said five (5) men or more during the twenty-five (25) days of each and every month OPTIONS AND AGREEMENTS FOR SALE. 803 from the time of their commencing work under this agreement. The said second parties shall, on or before the 11th day of July, 1897, pay, or cause to be paid into the said Merchants' & Miners' National Bank the sum of two thousand and eighty-three and 7(JlUU dollars ($1^,083.76), which said sum shall be applied in payment of the interest due said bank upon the in- debtedness of said Durfee & Sherman, and on the same day shall pay, or cause to be paid to the said Joseph II. llarjier for himself, and as trustee for said M. L. MacDonald, Kobert McArthur, David Sterrit, and Mrs. F. W. Sherman, the further sum of three hundred and thirty-four and 73-100 dollars ($334.73), The said parties of the second part shall on or before November 11, 1897,- pay or cause to be paid into the said Merchants' & Miners' National JJank to the credit of said Joseph 11. Harper, assignee of said Durfee & Sherman, the further sum of nineteen thousand, three hun- dred forty-one and 31-100 dollars ($19,341.31), and shall also pay or cause to be paid to the said Joseph II. Harper for himself, and as trustee for said M. L. MacDonald, Robert McArthur, David Sterrit and Mrs. F. W. Sherman, the further sum of two thousand, seven hundred forty-five and 95-100 dollars ($:i,745.95). But if the said parties of the second part shall fail to work the said mines of the said Sunrise Mining & Milling Conipanj*, as hereinbefore ]irovided, or shall fail to make any of the payments herein provided for on or before the time when the same shall become due, then the parties of the first part may, at their option, declare this contract void, time being of the essence of this agreement, and shall thereupon be entitled to the immediate posses- sion of the said stock. ^ In Witness Whereof, the said parties of the first part have hereunto set their hands the day and year in this instrument first above written. (Signatures of all parties.) See Godfrey v. McConnell, 151 Fed. 783, where the above instrument was involved. See also Cook on Corporations, §§334 and notes, 445, note; Clark & M., Corp., § 609. Form 1243. AGREEMENT BY CORPORATION AND SYNDICATE REFERRED TO IN PRECEDING FORM PERMITTING EXPLORATION WORK. This agreement, made the 17th day of March, 1897, between the Sunrise :\Iining & Milling Company, of Granite County, Montana, the party of the first part, and Henry Williams, William Thompson, James Hamilton, W. R. Kenyon, Joseph H. Harper, and F. W. Sherman, of Silver Bow county, :Montana, the parties of the second part, witnesseth: That whereas the said Sunrise Mining & Milling Company has incurred an indebtedness in the operation of its mines at Sunrise, (iranite county, Montana, and has not been able to hitherto pay the said indebtedness out of any profit received from operating the said mines; And whereas, the assignment for the benefit of the creditors by Durfee & Sherman, two of the largest stockholders in the said Sunrise Mining & Milling Company, has crippled the operation of the said mine, and im- paired its resources; 804 CORPORATION FORMS AND PRECEDENTS. And whereas, Joseph H. Harper, assignee of the said Durfee & Sherman, together with certain other stockholders of the said Sunrise Mining & Mill- ing Company, representing in all throe hundred thousand (300,000) shares of the capital stock of the said Sunrise Mining & Milling Company, have deposited in escrow their said stock upon an agreement to sell the same to the parties of the second part above named upon the performance of cer- tain conditions, and the making of certain pa^'ments therein specified by the said second j>arties; And whereas it is the desire of the said Sunrise Mining & Milling Com- pany that the said second parties shall explore the said mines belonging to the said first party with the view of discovering and developing, if possible, new ore bodies within the said mines: Now, therefore, in consideration of the premises and of the mutual cove- nants and conditions herein contained, the party of the first part agrees that the parties of the second part may work, explore and develop the mines belonging to the said party of the first part under the supervision, however, of the Superintendent of the party of the first part, for the period of four (4) months from the date hereof, it being understood that the parties of the second part will work upon the said mines with a force of not less than five (5) men during not less than twenty-five ('25) days of each of said four (4) months. And it is further agreed that if the parties of the second part shall pur- chase the said stock so placed in escrow, as hereinbefore described, then the amount spent by the said second parties in so exploring and developing the said mine, shall become a charge upon the said party of the first part, but if the parties of the second part shall fail to work the said mines in the manner and for the time specified, or if the parties of the second part shall fail to purchase the said stock so placed in escrow, then the said amount expended by them in working and exploring the said mines, shall not be a charge upon the party of the first part either in whole or in part, and the party of the first part shall be under no obligations whatever to refund or repay to the said second parties any portion of the sum or sums so ex- pended by them. If the said parties of the second part shall at any time during the con- tinuance of this agreement fail to perform the work herein specified to be performed by them upon the said mining property, or if the said second parties shall forfeit their rights under the said agreement, then the party of the first part may, at its option, declare this agreement void, and all lights of the second parties hereunder shall thereupon immediately cease, time being of the essence of this agreement. The parties of the second part assent to the foregoing terms of this con- tract. They agree to do all work which they may do hereunder upon said mines in a good and minerlike manner, and at the termination of this con- tract to immediately surrender possession of said property to the party of the first part. They further agree that all work done hereunder sliall be done under the supervision and in accordance with the wishes of the party of the first part. In witness whereof, the parties of the second part have hereunto set their bands, and the party of the first part has caused this instrument to be ex- OPTIONS AND AGREEMENTS FOR SALE. 805 ecuted by its board of trustees, and its corporate seal to be aflSxed, the day and year in this instrument first above written. [CoKroKATE Seal] Sunrise Mining & Milling Co., By Joseph II. Harper, W. S. Sherman, Its Trustees. Henry Willianus, William Thompson, James Hamilton, W. R. Kenyon, Joseph Harper, r. W. Sherman. Form 1244. AGREEMENT BY MEMBER OF SYNDICATE REFERRED TO IN TWO PRECEDING AGREEMENTS TO DO DEVELOPMENT WORK ON MINES. This agreement made the 17th day of March, 1897, between Henry Williams, William Thompson, W. R. Kenyon, James Hamilton, and Joseph H. Harper, all of the Butte City, Montana, parties of the first part, and I\ W. Sherman of Sunrise, Montana, part of the second part: Whereas, certain stockholders of the Sunrise Mining & Milling Com- pany, including principally. The Merchants ' and Miners' National Bank and Joseph H. Harper assignee of Durfee and Sherman, have this day entered into an escrow agreement, to sell to the parties of this agree- ment, 300,000 shares of the capital stock of the Sunrise Mining & Mill- ing Company on the following terms, viz: First. That the parties to this agreement shall first work and explore the mines of said company, during a period of four months, which work must be begun on or before the 1st daj^ of April, 1897, and must be prosecuted with diligence, constantly employing five men. Second. That they shall pay or cause to be paid, on or before the 11th day of July, 1897, to The Merchants' and ^Miners' Bank the sum of two thousand, eighty-three and 76-100 dollars ($2,083.76), and to Joseph H. Harper for himself and as trustee for M. L. McDonald. Rob- ert Mc Arthur, David Stearns, and Mrs. F. W. Sherman, the further sura of three hundred, thirty-four and 73-100 dollars. Thiiil. That they shall pay or cause to be paid, on or before the 11th day of November, 1897, into the Merchants' and Miners' National Bank of Philipsburg, to be placed to the credit of Joseph H. Harper, assignee of Durfee and Sherman, the sum of nineteen thousand, three hundred, forty-one and 31-100 dollars ($19,341.31) and to Joseph H. Harper for himself and as trustee for the parties heretofore named, the sum of two thousand, seven hundred, forty-five and 95-100 dollars ($2,745.95) ; and, Whereas, certain other stockholders of said company, including C. H. Eshbaugh, Thomas Botscheider and many others, have deposited their 806 CORPORATION FORMS AND PRECEDENTS. holdings of stock in escrow, with the Merchants ' & Miners ' National Bank, to be sold to the parties of this agreement, upon the payment, by these parties, of the sum of ten cents per share on or before the 10th day of November, 1897. Now, therefore, it is agreed by the parties of the first part, that they will each pay to F. W. Sherman, the party of the second part, the sum of $100.00 per month for a period of four months, commencing March 22nd, 1897, and ending July 22nd, 1897, the money so paid, to be ex- pended by the party of the first part, upon development work, in the mines of the Sunrise Mining & Milling Company, as hereinafter agreed by the party of the second part. Also it is agreed by the parties of the first part, that they will each, on or before the 11th day of July, 1897, pay their proportionate amount of the $2,083.76, to the Merchants' & Miners' National Bank and of the $334.73 to Joseph H. Harper and Joseph H. Harper trustee, heretofore mentioned, which proportionate amount is Four hundred, eighty-three and 70-100 dollars ($483.70), provided that the development work per- formed upon the mines of the Sunrise Company, by the party of the sec- ond part, has opened up sufficient ore, to justify in their minds, the making of said payment. It is further agreed, by the parties of the first part (provided the work done and performed upon the mines of said company, between the date of this instrument and November 11th, 1897, shall prove to each of them, that the purchase of 300,000 shares of said company stock, is a good investment) that they will each make a final payment, of three thousand, nine hundred, sixty-eight and 45-100 dollars ($3,968.45), to complete the purchase of the said 300,000 shares of stock, placed in escrow, as hereinbefore mentioned. The party of the second part, in consideration for the $500.00 per month paid to him by the parties of the first part, agrees to employ four good miners, furnishing all supplies for the same, and in company with said miners, will work continuously japon the mines of the Sunrise Company from March 22nd, 1897, to July 22nd, 1897, unless by mutual consent of the parties of this agreement, this development work should cease at an earlier date, in which event the party of the second part shall only receive pay for actual time worked. The party of the second part further agrees, in event of a final payment by the parties of the first part to also pay as his share of that final payment, the sum of two thousand, two hundred, forty-five and 1-100 dollars ($2,245.01). It is mutually agreed, by the parties of the first and second parts, that should the final payments be made, as hereinabove stated, the mem- ber^ of this agreement shall each receive 50,000 shares, from the 300,000 share escrow agreement. It is further mutually agreed, that each member of this agreement shall have the privilege of purchasing one sixth, of the stock placed in escrow by C. H. Eshbaugh et al., upon the payment of ton cents per share. In witness whereof, the parties of the first and second parts have here- OPTIONS AND AGREP:MENT.S FOR SALE. 807 unto set their bauds, the day and year in this instrunieut first above written. Agreement in triplicate. JosEJfu 11. IIajkpee, W. R. Kenyon, H. Williams, William Thompson, j. l. ha.milton, F. W. , Sherman. See Godfrey v. McConnell, 151 Fed. 783, where the above instrument was involved. Form 1245. AGREEMENT FOR RIGHT TO PURCHASE PROPERTY HELD UNDER OPTIONS. Agreement made and entered into this 30th day of July, 1901, by and between George H. Rogers and John G. Gray, parties of the first .part, hereinafter called Rogers and Gray, and Charles T. Bryan, party of the second ])art, hereinafter called Bryan. Whereas, Rogers and Gray are the owners of certain options on phos- phate lands, plants and property described in schedules " A " and " B " hereunto annexed, and also own or control options on certain phosphate lands in Maury, Hickman and Lewis Counties in the State of Tennessee, described in schedule " C " hereunto annexed ; and. Whereas Bryan is desirous of examining said lands with engineers and experts to estimate to his satisfaction the quality or value of the phos- phate rock thereon and the property included in said options with a view of determining if he will purchase such lands and properties or any of them. Now it is agreed by and between the parties hereto in consideration of the promises herein made the one to the other as follows: First. Rogers and Gray agree they will afford to Bryan and his en- gineers and experts every opportunity that it may be possible for them to afford or reasonably obtain to make a full examination of all the properties covered by said options as said Bryan shall desire, and that in no event shall Rogers and Gray exercise any of the options mentioned in any of the schedules hereunto annexed within ninety days from date hereof, except such options covering properties as Bryan may before the expiration of ninety days notify them that he does not care either to attempt to negotiate the purchase of directly or take under any Rogers and Gray option covering the same. Second. That if at any time hereafter the said Bryan shall agree with the owner or owners of any one or more of the properties covered by said options to purchase any of the properties referred to therein either directly or indirectly, Rogers and Gray agree that in such event on request of Bryan they will release such owner or owners of said property from any obligation to them whatsoever arising by reason of said Rogers and Gray having from such owner or owners an option on that parcel of property. Upon the completion of the purchase of any parcel of property covered by any of said options Bryan shall pay to Rogers and Gray a sum which shall be equal to seven {7) cents per ton on all phosphate rock 808 CORPORATION FORMS AND PRECEDENTS. on said property purchased as the same shall be estimated to exist thereon by Bryan 's engineers, provided said property shall be one of those enumerated in schedule "A," and if such property be one of those speci- fied in "B" or "C" the said Bryan shall pay to Eogers and Gray (7%) seven and one-half per cent, on such price as Bryan may agree to pay to the owners thereof, and it is agreed by the said Bryan that he will not take any options upon or purchase or become interested directly or indirectly in any phosphate lands whatsoever within the State of Tennessee before December 31st, 1901, other than those which he may elect to purchase under this agreement, or such as may before such date be submitted by said Kogers and Gray or on which they shall receive such compensation and commissions. And said Bryan further agrees that he will by competent engineer or engineers selected by him investigate each of the properties referred to in said options with all reasonable diligence and if said Bryan shall not wish to acquire any property inves- tigated he will so notify said Kogers and Gray on reaching that conclu- sion find they shall be at liberty to deal with said property and any option they hold thereon as if this contract had not been made. And it is further agreed between the parties hereto that if at any time within ninety days from the date hereof Bryan shall elect to take an assignment of any of the options mentioned in any of the schedules hereunto annexed instead of dealing independently of such options with the owners of the property covered by any such options, the said Eogers and Gray agree that they will assign to the said Bryan any such option he may elect to ask to be assigned to him as aforesaid, it being understood that in the event of such an assignment of the option if the said Bryan shall thereafter elect to exercise the same, the compensation of said Kogers and Gray upon the purchase by Bryan of the property covered by such assigned option shall be as hereinabove set forth as in the case of a purchase by Bryan of the property directly from the owner. And it is agreed that if the said Kogers and Gray shall at any time prior to January 1, 1902, acquire any options on any other property they will execute with Bryan at his election a similar agreement with respect to any such properties covered by such options as this agreement. The terms and conditions of this agreement shall be binding upon the executors, administrators and as- signees of all parties hereto. In Witness Whereof, the parties hereto have hereunto set their hands and seals the day and year first above written. In the presence of: George H. Kogers, [Seal] John G. Gray, [Seal] Chas. S. Bryan. [Seal] (Schedules omitted.) The above agreement was the basis of a suit for damages in Rogers v. Virginia-Carolina Chemical Co., 149 Fed. 1, where it was alleged that the agreement was fraudulently procured. OPTIONS ANM) AGREEMENTS FOR SALl-:. 809 Form 1246. OPTION TO PURCHASE PROPERTY. Savannah, (Ja., July 16, 190S. Whereas I gave to Hall Tie & Lumber Coiiii)any under date of July 7, 1903, an option to purchase the cross-tie camp and complete outfit thereto belonging in second land district of Chariton County, Georgia, consisting of lots numbers 71, 122, 123, 133, 134 and 135, together with buildings and tents thereon, siding of railroad, all goods in commissary, four mules, three wagons with harness, with lease to cut and remove said timber at any time within five years from January 1, 1903, for the sum of thirteen thousand dollars, payable as set forth in said option and which option was extended to July 20th by a second instrument of writing signed by me, and whereas for above stated option and extension the said Ilall Tie & Lumber Company have heretofore paid me the sum of two hundred dollars ($200). Now, therefore, for and in consideration of the sum of one thousand dollars ($1000.00) — more to me in hand paid by said Hall Tie & Lumber Company, at and before signing hereof, the receipt whereof is hereby acknowledged, I hereby agree to extend said option to 1st of August, 1903, and to modify payments as follows: On or Ivofore 1st of August, 1903, Hall Tie & Lumber Company shall pay to me in cash, the sum of fifty-three hundred dollars ($5300.00) in addition to amounts already paid on options; and shall execute and deliver to me its notes as follows: One thousand five hundred dollars ($1,500) payable in sixty days from date of deed transferring property to it, and the balance of purchase money, same being five thousand dollars ($5,000) divided into eight equal parts, payable respectively in three, four, five, six, seven, eight, nine, and ten months from date of said deed. All deferred pay- ments bearing interest at six per cent, per annum and secured by the prop- erty, that is to say, I do not release my ownership until all notes are paid. And in addition thereto the said company shall purchase and pay in cash, within time named above, for following items, viz. : One horse and buggy with harness $250 00 750 cross-ties in woods last Saturday 97 50 Eope for loading logs, saddle and bridle, 30 sacks feed aiicl —bales of hay 60 00 Accounts of 75 men now working 887 50 Upon settlement as above stated I agree to furnish full * » » clear of all encumbrances, proper documents transferring above property to said Hall Tie & Lumber Company. But it is understood and agreed that in the event of failure of said Hall Tie & Lumber Company to meet the settlements and payments as above set forth on or before the 1st of August, 1903, then all money paid me on options, including the one thousand dollars ($1,000) now paid, shall be forfeited by it and retained by me, and this agreement becomes null and void. [Signed] Chas. Marthinson. Witness : W. G. Guyton, Eichard Burry. The above agreement was involved in Marthinson v. King, 150 Fed. 48. See as to enforcement of options, Ross v. Parks, 93 Ala. 153, 11 L. R. A. 810 CORPORATION FORMS AND PRECEDENTS. 148, 30 Am. St. Eep. 47; Black v. Maddox, 104 Ga. 157; Johnston v. Trippe, 33 Fed. 530. If the owner of property gives another a written option upon it for a valuable consideration, agreeiiicr annum, to be paid semi annually, which bonds shall be secured by a first mortgage upon all the proj)erty, rights and franchises now owned by the said Brewing Company or which it shall hereafter acquire. (Signed) Secretary. STATE OF ) _ . > ss: County or ^ being duly sworn, doth depose and say, that he is the secretary of the Company; that a notice of which the above is a copy was published in the Gazette, a news- paper of general circulation, printed and published in the County of , State of , once a week, for sixty days, commencing on the twenty-fourth of December, 1908. (Signed) Sworn and subscribed to before me this twenty-seventh day of Feb- ruary, 1909. (Signed) [Seal] Notary Public. Commission expires Jan. 23, 1911. judges' return. We, the undersigned Judges, appointed by the board of directors of the Company to conduct an election by the stockholders thereof for or against the sale by the Company of its franchises and all its property, real, personal and mixed, to the Brewing Company, on the terms set forth in the foregoing resohition, do hereby certify, that after being duly sworn, we held the said election on the 27th day of February, 1909, at the office of the said Company, the time and place fixed for holding the same, of which sixty days previous notice by publication was duly given, and in due form and manner we received the votes of the stockholders of the said company in favor of or against said sale; and at the said election there were voted in favor of said a«le 1,450 shares, and against said sale 915 shares, thereby evincing the consent of the persons or bodies corporate holding the larger amount of the capital stock of the said company, to the said sale. Judges. 836 CORPORATION FORMS AND PRECEDENTS. OATH OF JUDGES. STATE OF ,J County of ( On this twenty-seventh day of February, A. D. 1909, personally appeared before me, a Notary Public, in and for the county aforesaid , , and , stockholders, duly appointed judges by the board of directors of the Company to conduct an election by the stockholders of said Company for or against the above- recited proposed sale, to be held on the 27th day of February, A. D. 1909, who being duly sworn, do depose and say, that they will well and true return make of the same. ( Signed ) ( Signed ) (Signed) S.vorn to and subscribed before me the day and year aforesaid. [Seal] Notary Public. Commission expires Jan. 28, 1911. See for judges and inspectors of elections, Cook on Corporations, §605; Clark & M., Corp., § 64<)b. See Forms 1443, 1444, post. chapter xv. agrp:emp:xts and other instru- ments CONCERNING THE ISSUE OF STOCK FOR PROPERTY. Form 1268. PROPOSAL TO EXCHANGE PROPERTY FOR STOCK. To the Company : Gentlemen: I hereby propose to sell and transfer to your Company in exchange for $100,000 of the capital stock thereof, full paid and non- assessable, the business now conductpd by me at Street for the manu- facture and sale of , consisting of the plant, stock on hand and in process of manufacture, raw material, machinery, tools and apparatus of every description, together with all accounts due and bills receivable, including cash on hand and all trade-marks, pat- ents and secret processes and the goodwill of the business, wivh the un- derstanding that your Company is to take over the business as a going concern and assume and pay all outstanding obligations of every kind. If this proposition is accepted, the above mentioned $100,000 of capi- tal stock is to be issued to my order upon the delivery to your Company of proper instruments of transfer and conveyance of the above mentioned property and rights. Very truly yours. Dated, See generally as to the issue of stock for property, Cook on Corporations, §§ 18-24, 43-50, 423, 766; Clark & M., Corp., §S 384-38o. See for other forms of offer to exchange i)roperty for stock, Forms 1146, 1153, 1156, supra, and Form 1269, i^ost. Form 1269. OFFER TO TRANSFER PROPERTY FOR STOCK. To Company : 1 hereby make offer to Company to transfer to said Company complete title in fact and of record free from lien or incum- brance, to the following described real (or personal) property, to wit: , in exchange for shares of the capital stock of said corporation. This offer is subject to withdrawal on my part if not accepted within days from the date hereof. Dated at , , 19 [Seal] 837 838 CORPORATION FORMS AND PRECEDENTS. Form 1270. DIRECTORS' RESOLUTION. Eesolved, That this Company accept the proposition of to sell to this Company the plant, property, rights and credits, good-will, etc., of the business carried on by him as manufacturer in , and the board of directors do hereby adjudge and declare that the said property is of the fair value of $100,000, and that the same is necessary for the business of the Company. Resolved, That the form of the proposed agreement for the sale of said property presented at this meeting be, and the same hereby is approved, and the president and secretary of this Company are hereby authorized and directed to execute said agreement on behalf of this Company and to affix the corporate seal thereto, and to issue certificates of the full paid capital stock of this Company to the amount of $100,000 to the order of the said as provided in said agreement. See Forms 1268, 1269, supra. See Cook on Corporations, §§18-24, 43-50, 523, 766; Clark & M., Corp., §§384,385. See for other forms of directors' resolution, Forms 1146, 1153, 1156, supra and Forms 1283-1290, post. Form 1271. STOCKHOLDERS' RESOLUTION. Resolved, That the action of the board of directors taken on the day of , 19 .... , whereby they voted to pur- chase of his business as manufacturer at as specified in said resolution, and to issue to the order of the full paid stock of this Company to the amount of $ in payment therefor, is hereby ratified and approved. See generally as to the power of stockholders to contract for the cor- poration, Cook on Corporations, § 709 ; Clark & M., Corp., § 698. See notes to Form 1270, supra. Form 1272. STOCKHOLDERS' RESOLUTION DIRECTING PURCHASE. Whereas, has offered to sell to this Company his busi- ness as a manufacturer at including all the plant, property and assets, and the good-will of the business in consideration that this Company will issue to the order of the said the capital stock of this Company to the amount of $100,000, full paid and non-assessable, as appears by the written propo- sition of the said , dated 19 .... , and Whereas, it appears to the stockholders that said property is neces- sary for the business of this Company and that the same is of the fair value of $100,000. Resolved, That the board of directors of this Company be and they are hereby authorized in their discretion to purchase the property above mentioned in accordance with said offer and to issue said stock to the amount of $ par value in payment therefor. Stockholders authorizing the issue of stock for property taken at an over ISSUE OF STOCK FOR PROPERTY. 839 valuation, cannot complain; See Cook on Corporations, §39; Clark & M., Corp., §§ 398, 399. See notes to Form 1271, supra. Form 1273. AGREEMENT FOR THE PURCHASE OF PROPERTY AND PAYMENT THEREFOR IN STOCK. Agreement executed at , this day of , 19...., between of of the one part, hereinafter called the vendor, and the Company, a corporation of the State of , of the other part, hereinafter called the vendee. Whereas, The Vendor is the owner of the property hereinafter de- scribed in Article One, or has it within his power to convey or cause to be conveyed a good title to the same. And Whereas, The vendee desires to purchase the said property from the vendor for the sum of dollars, the board of directors of the vendee corporation having declared the said property as shown in the enumeration thereof, in Article One, to be of the fair value of dollars, and necessary for the purposes of its organ- ization and business. And iWTiereas, The vendee desires to issue its capital stock in payment for the said property. Now Know All Men, That the parties hereto have mutually covenanted and agreed as set forth in the following numbered articles: Article One: The vendor hereby sells, assigns, transfers and sets over unto the vendee, its successors and assigns, the following property at the prices named, to-wit: (Here enumerate the property and valu- ation.) It is understood and agreed, hovever, that the property is sold in bulk, and that the prices named after the separate items, as above enumerated, are conditioned upon the vendee actually purchasing and paying for all the property so enumerated. Article Two: The vendee hereby purchases from the vendor the property enumerated in Article One, and at the prices therein stated, and agrees to purchase and hereby does purchase all of the said prop- erty at and for the price or sum of dollars. Article Three: The vendee hereby issues unto the vendor and the vendor accepts from the vendee, capital stock of the vendee corporation at par value in the sum of dollars, being shares at the par value of dollars each, in full pay- ment and discharge of the purchase price of the said property before enumerated. The vendee agrees to issue certificates for the said stock, or any part thereof, to the said vendor, and to such persons as the vendor may by writing designate, and in the absence of any designation on the part of 840 COKPORATION FORMS AND PRECEDENTS. the vendor to the contrary, certificates for the said stock shall be issued as follows: Name. Shares. The said stock is hereby declared full paid and non-assessable. Article Four: This agreement shall have the full force and virtue of a bill of sale, and is intended to pass title from the vendor to the vendee upon delivery. Article Five: The vendor agrees to make, execute and deliver any further writings which may be necessary or convenient to vest a per- fect and unclouded title to the said property in the vendee, and to secure to the vendee the full benefit and enjoyment of the property hereby purchased. Witness the hand and seal of the vendor, the hand of the president of the vendee corporation, the corporate seal thereof, and the hand of the secretary in attestation, the day and year first above written. [Seal] Company, President. By Attest: Secretary. Signed, sealed and delivered in the presence of: See notes to Form 1268, supra. See also Forms 1260, 1262, 1264-1267, supra. Form 1274. AGREEMENT FOR THE SALE OF BUSINESS TO A NEW CORPORATION. Agreement made this day of , 19 ... . between A, B, and C, all of (hereinafter called the "Vendors"), of the one part, and the Company, a corporation duly organized and existing under the laws of the state of (hereinafter called "the Company"), of the other part: Whereas the vendors have for some time carried on the business of at , in the county of and state of , and said vendors have determined to transfer the said business to a corporation, and with a view thereto have caused the incorporation of the Company under the laws of the State of , with a capital stock of $ , divided into shares of the par value of $ each. Now therefore this agreement witnesseth: 1. The vendors shall sell and the Company shall purchase: — ISSUE OP STOCK FOR PROPERTY. 841 The good-will of the business heretofore carried on by the vendors at and elsewhere. All anc' siiiffular the lands, tenements and hereditaments, leaseholds, property, buildings, machinery, fixtures, plant, furniture, stock in trade, implements, utensils, patents, trade marks, licenses, copyrights, bills, notes, books of account, and fire insurance policies, to which the vendors are en- titled in connection with the said business; all debts owing to the vendors in connection with the said business, and the full benefit of all securities for the same; and the full benefit of all contracts and engagements in connection with the said business. The above mentioned assets are more particularly described and specified in the statement thereof which is hereto annexed and marked Exhibit "A," and made a part hereof. 2. Part of the consideration for the said sale shall be the sum of $ , which shall be paid and satisfied as follows: As to the sum of $ , in cash, and as to the sum of $ , by the allotment to the vendors or their nominees of shares of th3 full-paid non-assessable capital stock of the Company of the par value of $ each, to be numbered to , inclusive, and as to the sum of $ , by the allotment to the vendors or their nominees of $ in first mortgage bonds of the Company to be issued and bearing interest at the rate of per cent, per annum as from the day of , 19.-- The consideration for the stock in trade shall be such a sum as shall be certified by Messrs of to be the fair value thereof or if any diflSculty shall arise in obtaining their cer- tificate then a sum equal to the fair value of such property, and any differences in reference thereto shall be certified to the decision of three arbitrators, one to be appointed by the vendors, one by the Company, and the other by the two arbitrators so chosen. 3. The said real estate is sold free from all incumbrances (except as herein specifically mentioned) and subject to existing leases under which the premises at are now held. 4. The description of the said several tracts of real estate herein sold and contained in said Exhibit "A" is believed to be correct, but if any error should be found therein, the same, if capable of being com- pensated shall not annul the sale, but a fair compensation shall be allowed by the vendors in respect thereof. 5. The Company shall make its objections, if any, in respect of the vendors' title to the said real estate and transmit the same to Messrs. , the vendors ' solicitors, within days from the delivery of the abstract of title, which said abstract shall be deliv- ered to said Company or its solicitors within days from the date hereof, and in default of such objections, if none, and subject to such, if any, shall be deemed to have accepted the title. 6. If the Company shall make any objection as to title, conveyance or otherwise which the vendors shall be unable, or on the ground of expense, delay, or otherwise shall be unwilling to comply with, the vendors may, notwithstanding any previous negotiations or litigation, 842 CORPORATION FORMS AND PRECEDENTS. ■ by notice in writing determine this agreement without giving rise to any claim for damages or otherwise. 7. The purchase shall be completed ou the day of , 19...., at the office of Messrs , St., , when possession of the premises shall, so far as possible, be given to the Company, and the consideration aforesaid so far as the same consists of cash and shares of stock shall be paid and satisfied, subject to the provisions of this agreement, and thereupon the vendors and all other necessary parties, if any, shall at the expense of the Company, execute and do all such acts and things as may be reasonably required to vest the said premises in the Company and give it the full benefit of this agreement. 8. If from any cause whatsoever other than the wilful default of the vendors, the purchase shall not be completed on the said day of , 19...., the Company shall pay interest on the said sum of $ cash at the rate of per cent, per annum, until the purchase shall be completed. 9. Save as herein provided the vendors shall pay, satisfy and dis- charge all the debts and liabilities in connection with the said business as of the day of , 19 .... , and shall indemnify the Company against all proceedings, claims and demands in respect thereof. 10. The possession of the said premises shall be retained by the vendors up to the said day of , 19 .... , and in the meantime they shall carry on the business in the same man- ner as before, so as to maintain the same as a going concern, and they shall from the date hereof be deemed to be carrying on such business on behalf of the Company and shall account and be entitled to be indem- nified accordingly. 11. The vendors shall covenant with the Company that they or any of them will not at any time hereafter, either severally or jointly, alone, or as manager, or agent for any other person or corporation, directly or indirectly, carry on or be engaged or concerned or interested in the business of or permit or suffer their or any of their names, respectively, to be used and employed in carrying on or in connection with the said business of within miles of the said premises hereinbefore described, save so far as said vendors or any of them shall as a stockholder of the Company bo interested, or as officer or agent of the Company be employed in the business of the Company. 12. All books of account of the said firm and all books of reference to customers and all other books and documents of the said firm (except such as relate exclusively to the private affairs of the individual members of said firm) shall be delivered by the vendors to the Com- pany on possession being given of the premises, pursuant to the provi- sions in that behalf hereinafter contained, and the Company shall thenceforth, subject to the following proviso, be entitled to the custody thereof, and to the use thereof for the purpose of carrying on its busi- ness; but the vendors shall have free access at all reasonable times to such of the said books and documents as show or relate to the outstand- ing book accounts and claims of the vendors, or may otherwise be ISSUE OF STOCK FOR PROPERTY. 843 required to enable the vendors to collect and get iu tlicir assets of the said firm not hereby agreed to be sold, and to liqui|?11,000,- 000) dollars, and in that event the amount of bonds so deducted from the purchase price sBall be added to the bonds reserved for the acquisition of additional properties or the making of future improvements. Third. Union shall duly authorize twenty million ($20,000,000) dollars of capital stock, all of which shall be issued to the Vendors in part pay- ment for the properties transferred by them to Union. Fourth. Union shall also duly authorize an issue of lionds in the amount of forty-five million ($45,000,000) dollars. Said bonds shall be in denomi- nations of one thousand ($1,000J dollars each, dated December 1st, 1902, mature December 1st, 1952, bear interest at the rate of five (5%) per centum per annum payalde semi-annually on the first days of June and December, and be redeemable after December 1st, 1907, at 110 and accrued interest, both principal and interest to be payable in gold coin. Said bonds shall contain a provision that the principal and interest thereof shall be jiaid without deduction of any tax or taxes which Union, or its successors or assigns, may be required to pa.v, deduct or retain therefrom under any Iiresent or future law of the United States, or of any State, County or Municipality therein. Said bonds shall be secured by a First Mortgage and Collateral Trust Deed made to the New York Security & Trust Company, upon all the prop- erty of Union, including the stocks acquired by it, with the usual clauses for covering after acquired property. The said mortgage shall contain provisions requiring Union to pay annually to the Trustee for a Sinking Fund two (2%) per centum of the total amounts of the l>onds outstand- ing and unpaid, which fund shall be invested and used upon terms and 852 CORPORATION F0R:]VIS AND PRECEDENTS. conditions substantially similar to those contained in the Mortgage of the Steel Company dated April 1st, 1901 (substituting therein bonds of Union for bonds of the Steel Company). Said Mortgage shall also pro- vide that a failure to make such payment for ninety (90) days after the same is payable, shall be a default, and that thereupon the Trustee may, and shall, if so requested in writing by the holders of twenty-five (25%) in amount of the bonds outstanding and unpaid, declare and make the whole of the principal of all bonds outstanding and unpaid due and payable forth- with. Fifth. The Vendors further agree, and there shall be incorporated in the mortgage to be made by Union proper provision therefor, that Union shall have the right at all times, so far as may be deemed necessary by it, to remove or change any part of the improvements on the property of Union, and substitute others therefor; but no such removal or change shall be made which shall prejudice or impair the general value of the property of Union as manufacturing plants. Sixth. The form of the said bond and of the said Mortgage and Trust Deed, aside from the provisions herein settled, are to be mutually agreed upon; otherwise they shall, be determined by the chairman of the Finance Committee of the said Steel Company and Mr. H. C. Frick; or in case of the said H. C. Frick 's refusal or inability to act, then the said chairman of the Finance Committee shall select A. W. Mellon or Wm. Flinn in his place. If said parties are unable to agree upon the form of said bonds and Mortgage, they shall choose a third person, to act with them, and the decision of a majority of the three persons so acting shall be final and conclusive. Seventh. The said forty-five million ($45,000,000) dollars of bonds shall be issued, held and disposed of as follows: (a) Three million five hundred thousand ($3,500,000) dollars thereof shall be reserved to take care of the outstanding bonds of Sharon. (b) The parties of the second part to said Agreement of November 20, 1902, shall receive in payment for all of the capital stock of Sharon, bonds to the amount of twelve million nine hundred forty-five thousand ($12,945,- 000) dollars; provided, however, that if the cash investment of Sharon, ascertained as provided in said Agreement, shall fall short of eleven million ($11,000,000^ dollars, the amount of bonds to be received shall be reduced by the amount that the cash investment falls short of eleven million ($11,- 000,000) dollars, and the amount of bonds so deducted shall be added to the bonds reserved for the acquisition of additional property or the mak- ing oi future improvements. If all of the stock of Sharon shall not be delivered to Union, then the proportionate amount of bonds which such outstanding stock would have been entitled to have received, if turned in, shall be held by the trustee, and issued only upon the acquisition from time to time, by Union of such outstanding stock, and the delivery thereof to the Trustee and the pledge thereof as part of the security of the Mort- gage aforesaid. (c) The parties of the first part to said Agreement of November 20, 1902, shall be entitled to receive in part jjayment for the properties and cash to be contributed by them bonds to the amount of twenty million and fifty-five thousand ($20,055,000) dollars, })ut such part of said bonds as are to be received by them for cash contributed after the date hereof ISSUE OP STOCK FOR PROPERTY. 853 shall be held by the Trustee and delivered only if and when the cash so to be contributed shall have been paid to Union. Upon all cash contributed affer December 1st, IDOJ, the said parties .shall pay or allow accrued interest on said bonds to the date of making the i)ayniont for which such bonds are received. (d) All of the remainder of said bonds shall be reserved for the mak- ing of improvements upon the property of Union, or for the acquisition by Union of additional properties to be made subject to the lien of this ^lort- gage, free from all other liens. Eighth. Under said Agreement of November 20, 1902, A. W. Mellon, R. B. Mellon, and W. H. Donner, are required to contribute certain cash for the purpose of completing imjjrovcments upon the properties of Union and furnishing working capital to said Company for which, under said agreement, and as well under this Agreement, they are to receive bonds. It shall be optional with Union when controlled by the Steel Company whether such improvements shall l>e completed and such contributions of cash required to be made beyond the amounts theretofore paid in by the said parties. And the said A. W. Mellon, R. B. Mellon and W. H. Donner do hereby further agree that in addition to the cash agreed to be contributed by them as above provided, they will, if so required by the Steel Company, purchase at par and accrued interest three million ($3,000,000) dollars of said bonds, the proceeds whereof shall be used In the making of improve- ments on the properties of Union. The cash to be contributed and i)ay- ments to be made under this paragraph shall in no event exceed the sum of seven hundred fifty thousand ($750,000) dollars in any one month, and notice in "writing of the requirements of Union shall be given to A. W. Mellon or E. B. Mellon at least fifteen (15) days in advance of the date at which such money is required. The right of Union to the payments or contributions herein provided shall cease at the expiration of eighteen (18) months from the dates hereof, save as to any moneys then due and unpaid. Said parties shall deposit with the Trust Company bonds equal at par value to ten (lOC^) per centum of the amount of cash to be paid or contributed under this paragraph as collateral security for the making by them of such payments or contributions, which bonds shall be sur- rendered to said parties as such payments or contributions are made ratably in the proportion that the payments or contribution so made bear to the total amount to be paid or contributed; and all such bonds remaining shall be surrendered or delivered to said parties at the expiration of eighteen (18) months from date hereof upon the mak- ing of all payments or contributions then due. Ninth. Upon the organization of Union as herein provided the Ven- dors agree to sell and transfer unto the Steel Company and the Steel Company agrees to buy all of said twenty million ($20,000,000) dollars of the capital stock of Union. In consideration thereof and contem- poraneously with the said transfer the Steel Company hereby agrees that it will duly and legally guarantee the payment of the principal and interest of all of said forty-five million ($45,000,000) dollars of bonds of Union as the same shall respectively become or be made due and paj'able according to the terms of said bonds and the Mortgage secur- ing the same, which guaranty shall be duly endorsed upon each bond, 854 CORPORATION FORMS AND PRECEDENTS. and executed by tlie Steel Company upon each bond immediately upon the authentication thereof by the Trustee. The Vendors further agree that they will contemporaneously with said transfer, with the co opera- tion of the Steel Company cause to be elected as officers and directors of Union and its underlying companies, such persons as may be desig- nated by the Steel Company. Tenth. The Vendors severally agree with the Steel Company that they respectively will not within the United States or the Dominion of Canada for a period of ten (10) years from December 1st, 1902, engage directly or indirectly, in the manufacture of iron or steel, or articles made therefrom now manufactured by the Steel Company, the produc- tion of furnace coke, or the mining or production of iron ore, except in the territory of Arizona and State of Florida; excepting, however, from tlie terms hereof the enterprises, if any, in which such parties may now respectively be engaged. Eleventh. The Vendors agree that there shall be vested in Union all of the properties of the Donora Mining Company, including those which by the terms of said Agreement of November 20, 1902, were not to be transferred to Union; and the said Vendors do further stipulate that they do not have, either individually or together, any ore prop- erties which are not owned by Union or Sharon, or the companies con- trolled or owned by said companies respectively. Twelfth. The Vendors agree to cause to be transferred to Union all patents, if any, owned by them or either of them which are now used, or intended to be used by either Union or Sharon. Thirteenth. A. W. Mellon, E. B. Mellon, and W. H. Donner, stipulate that Union does not have any unusual contracts for the sale of its products, or for the purchase of materials or supplies, save these speci- fied in the schedule hereto annexed and marked Schedule "A"; and that the important service contracts of said Company are as shown on the schedule hereto annexed and marked Schedule "B, " which sched- ule gives all such contracts so far as they are known to the said parties, and they stipulate that there are no service contracts more important than those shown. "William Flinn, George W. Darr, John Stevenson, Jr., and J. P. Whitla stipulate that Sharon does not have any unusual contracts for the sale of its products or for the purchase of materials or supplies save those specified in the schedule hereto annexed and marked Schedule "C, " and that the important service contracts of the said Company are as shown on the schedule hereto annexed and marked schedule ''D, " which are all such contracts so far as they are known to said parties, and they stipulate that there are no other service contracts more important than those shown. Fourteenth. The said Agreement of November 20, 1902, provides that the parties of the first part shall pay the principal and interest as they mature, of certain purchase money obligations and the Vendors hereby agree that there shall be deposited with the Trustee sp,id Mortgage Bonds of Union at par equal to the principal of said purchase money ' ISSUE OF STOCK FOR PROPERTY. 855 obligations, which bonds bo deposited shall, from time to time as said purchase money obligations shall be paid, be surrendered by the Trustee to the persons depositing said bonds, or to their order, upon receiving satisfactory proof of the making of such payment. Fifteenth. The Steel Company shall have the option for a period of fifteen (15) days from the date hereof, of acquiring the ConuoUsville Central Railroad Company and the Lake Erie Terminal Railroad Com- pany by the purchase of all of the capital stock of said Companies, and the property known as the Elk Creek Harbor property, consisting of about two thousand (2,000) acres of land at Elk Creek, on Lake Erie, at the cost thereof to the Vendors, with interest thereon and all expenses and obligations incurred by them with respect to said prop- erties, to the date of the transfer thereof to the Steel Company, or its appointee. If it exercises this option the Steel Company shall take all of said properties. Sixteenth. It is expressly understood and agreed that if any breach of any of the covenants in this Agreement contained on the part of either party be alleged by the other, or if any difference shall arise at any time between the parties hereto in relation to the construction of this Agreement, or the due performance of any of the covenants thereof (except as to the form of the bond and Mortgage as provided in the Sixth paragraph hereof) the question shall be submitted to the arbitra- tors. In such case, the party aggrieved or moving in the matter shall give to the other party written notice of its desire to have an arbitra- tion, in which it shall state generally its grievance, and name an arbi- trator. The other party thereupon shall name an arbitrator within ten (10) days after receipt of such notice and in case of failure to do so, the moving party may appoint the second arbitrator. The two thus appointed (in either manner) shall select a third and the Board of Arbitrators thus constituted shall thereupon proceed to determine the matter in dispute, and the decision of any two (including the disposi- tion of the costs of arbitration) shall be final and conclusive upon both parties as to all questions of fact involved in such arbitration. Seventeenth. It is understood and agreed that all the expenses in- cident to the organization of Union and the making and issuing of said bonds and mortgage, including counsel fees, shall be paid by Union. In witness whereof, the parties of the second part have hereunto affixed their hands, the day and year first above written; ami the party of the first part has caused this Agreement to be signed by its proper officers this 16th day of December, A. D. 1902, but as of the day and year first above written. A. W. Mellon, R. B. Mellon, W. H. Donner, Wm. Flinn, Geo, W. Darr, John Stevenson, Jr., J. P. Whitla. 856 CORPORATION FORMS AND PRECEDENTS. Witness as to signatures of Vendors, J. H. Beal. United States Steel Corporation, By Geo. W, Perkins, Chairman Finance Committee. E. H. Gary, Chairman Executive Committee. Attest: J. H. Eeed. See for rights, duties and liabilities of promoters, Cook on Corporations, §§38. 46. 48, 6.3, 157, 1.58, 320, 334, 350, 650, 651, 657, 705, 707; Clark & M., Corp. §§99- 111. Form 1281. OFFER BY PROMOTERS TO TRANSFER PROPERTY TO CORPORATION IN EXCHANGE FOR ITS STOCK AND BONDS. Pittsburgh, Pa., February 16th, 1903. To the Board of Directors of Union Steel Company: Gentlemen: We hereby propose to sell, assign, transfer and convey or procure to be sold, assigned, transferred and conveyed unto your Company upon the terms and conditions hereinafter set out the fol- lowing: (1) 60,000 shares of the par value of $50 each, aggregating at par value $3,000,000 of the capital stock of the Republic Coke Company, a corporation of the State of Pennsylvania, being all of the capital stock of the said Company. (2) 15,000 shares of the par value of $100 each, aggregating at par value $1,500,000 of the capital stock of the River Coal Company, a corporation of the State of Pennsylvania, being all of the capital stock of the said Company. (3) 60,000 shares aggregating at par value $6,000,000 of the capital stock of the Donora Mining Company, a corporation of the State of Minnesota, being all of the capital stock of the said Company. (4) 800 shares aggregating at par $40,000 of the capital stock of the Donora Southern Railroad Company, being all of the capital stock of the. said company. (5) 60,000 shares aggregating at par value $6,000,000 of the capital stock of the Sharon Steel Company, a corporation of the State of Pennsyl- vania, being all of the capital stock of the said Company. Also a majority of the capital stock of the Mathews Woven Wire Fence Company, a corporation of- Pennsylvania, and to procure to be assigned to you by W. H. Donner, a certain contract between said Donner and E. C. Mathews, dated April 27th, 1901, providing for the organization of said Company; you to assume said contract and all expenditure incurred by him in connection therewith, and to have all the rights and be entitled to receive all moneys owing to said Donner by reason of said contract, and save said Donner harmless from all liability upon or by reason of said contract. Also lands situated at Donora, Pennsylvania, together with the build- ISSUE OF STOCK FOR PROPERTY. 857 ings and improvements situated thereon, which improvements consist of furnaces, rolling mills,-wire plants and various other plants and property connected therewith, viz: (description omitted). We further agree to contribute in cash, for the purpose of completing improvements upon tbo properties of your Company, or the Companies con- trolled by it, the sum of four million ($4,000,000) dollars, and in addi- tion thereto to purchase at par ami accrued interest .'{i.T.OOO.OOO of the Fifty- Year Five Per Cent. Gold Bonds of your Company hereinafter de- scribed, the proceeds whereof f^hall be used in making improvements (other than renewals and repairs) upon the properties of your Company, or upon the properties controlled by your Company; said cash to be contributed and bonds purchased from time to time as called by the Board of Di- rectors of your Company, not exceeding in the aggregate $750,000 in any one month, and notice in writing of your requirements to be given to us at least fifteen days in advance of the date at which such money is refjuirefl; your right to such payments and contributions to cease at the expiration of eighteen months fr^3m December 15, 1902, save as to any moneys then due and unpaid; said moneys so contributed or paid to be expended in such manner as may be provided for the use of proceeds of reserved Vjonds in the mortgage so made securing the said Fifty-Year Five Per Cent. Gobi Bonds. In case you accept this proposition, you are to make payment to us for such properties as follows: Your Company shall increase its capital stock to $20,000,000; also author- ize an issue of Fifty-Year Five Per Cent. Gold Bonds in the aggregate amount of $45,000,000, to be dated December 1, 1902, the interest to be payable semi-annually free of tax, whereof $3,500,000 shall be reserved to take care of the outstanding bonds of the Sharon Steel Company, Sharon Sheet Steel Company and Sharon Coke Company. All of said bonds to be secured by a First Mortgage and Collateral Deed of Trust to the New Y^ork Security and Trust Company, of New York, Trustee, covering all of the property now owned or hereafter acquired by your Company, includ- ing the stocks and other property herein proposed to be sold to your Company. The forms and terms of said bonds and of the mortgage secur- ing the same, and all proceedings incident to the authorization thereof and of said stock to be such as may be approved by our counsel, Messrs. Reed, Smith, Shaw and Beal. For the property so transferred, you shall deliver to us, or to our order, capital stock and bonds of the issue above mentioned, as follows: (a) For capital stock of the Sharon Steel Company, the sum of $12,- 412,000, par value of the aforesaid Fifty-Year Five Per Cent. Gold Bonds. (b) For the other properties covered by this proposition you shall de- liver to us, or to our order, $19,000,000 of the fully paid up non-assessable capital stock of your Company, and the bonds of the issue aforesaid to the amount of $18,214,000. All of said stock and bonds (except bonds to be received for moneys hereafter paid or contributed) shall be delivered to us, or as we may direct in writing, forthwith upon transfer to your company, of the property aforesaid. There are certain purchase money obligations upon or against the prop- erty of the Eepublic Coke Company, Eiver Coal Company, and Donora 858 CORPORATION FORMS AND PRECEDENTS. Mining Company, amounting in the aggregate to the principal sum of $1,452,155.69, -nhich purchase money obligations and the interest thereon we agree to pay and discharge as the same shall mature. For the pur- pose of assuring the making of such payments, we will deposit with the New York Security and Trust Company, as Trustee, ^bonds of your Com- pany, out of the issue aforesaid, equal at par value to the principal amount of such purchase money obligations. For the purpose of assuring the payment of the cash to be contributed and the $3,000,000 of bonds to be purchased upon the terms aforesaid, we will deposit with the said New York Security and Trust Company, as Trustee, Fifty- Year Five Per Cent. Gold Bonds of the Union Steel Com- pany equal at par value to ten per cent, of the amount so to be paid by us. Yours respectfully, & Sons. Form 1282. ASSIGNMENT OF PATENT TO PROMOTER. For and in consideration of one dollar and otlier good and valuable considerations, receipt whereof is hereby acknowledged, I hereby trans- fer, assign and set over to James G. Owen my undivided half interest in and to a certain patent and invention. No. 678,619, on a ball journal bearing for railroad and street cars, etc., issued to A. F. Howe and E. C. Owen, July 16th, 1901. In trust for the following purposes: 1st. Said James G. Owen shall organize a corporation and transfer to said corporation my undivided interest in and to said patent and invention, on the transfer by said A. F. Howe to said corporation of his undivided one-half interest in and to said patent and invention, in consideration for the entire capital stock, that is for said entire patent interest of said Howe and said Owen. 2nd. To transfer to T. F. Leyden, 10/250 of said capital stocks. Said Howe to transfer from his capital stock a like proportion, both in consideration of the advance by said Leyden of $5,000.00 as de- manded. 3rd. From the stock in said trustees' hands 5/500 to be transferred to W. W. Wilcox. Said Howe to transfer a like amount in considera- tion of services rendered. From the balance of said capital stock in said trustees' hands, he shall retain as his own personal property 21 2/3/250 out of said capital stock and said Howe shall transfer a like amount to said James G. Owen in consideration of services rendered and to be rendered in the organization and promotion of said Company. The balance shall be held by him in trust for Mrs. Hattie Owen and child, James G. Owen, Jr., as their interest may appear, during the full term of patent, re- issues, etc. Dated Chicago, Illinois, April 29th, 1902. Elmo C. Owen. Attest: F. M. Williams, A. F. Howe. ISSUE OF STOCK FOR PROPERTY. 859 I hereby consent and agree to tin' aliove conditions tliis l^'Jtli roperty of The P. H. Mayo & Bros., Incorporated, as specified in taid offer, for the number of shares of common stock and preferred stock and the amount of cash named in said offer, be accepted, and upon the delivery to this company of satisfactory conveyances of said business and property, specified in said offer, the proper officers of this Company be and they are hereby authorized to issue and deliver to said Moore & Schley, or their assigns or nominees, in payment therefor, certificates for the number of shares of the common and preferred stock of this company, and to ])ay to said Moore & Schley the amount of cash specified to be paid in said offer; to assume, in the name of this company the liabilities referred to in said offer, and the completion of the unperformed part of contracts referred to in saiil offer, and to do all things necessary to 860 CORPORATION FORMS AND PRECEDENTS. carry this resolution into effect." (From minutes of nieeting of Di- rectors of Continental Tobacco Company, held December 20, 1898.) The acquisition of the property described in the above resolution is con- sidered in United States v. American Tobacco Company, 221 U. S. 106, 161, 56 Ed. 663, 686, ^-here the court said: "The new company [Continental Tobacco Company] issued its stock and took transfers to the plants, as- sets, and business of five large and successful competing plug manufac- turers. ' ' See Forms 1260-1267, sxipra. Form 1284. RESOLUTION TO SELL PROPERTY AND BUSINESS IN EXCHANGE FOR SHARES OF STOCK OF VENDEE AND CASH. "Resolved, That the President and Secretary be and they are hereby authorized and directed to execute with the seal of the company and de- liver to Continental Tobacco Company a conveyance or conveyances of the plug tobacco business owned by The American Tobacco Company on Jan- uary 1st, 1898, and the property, assets, trade-marks, good-will and rights pertaining to such business then owned by said The American Tobacco Company upon, the delivery to the President of this company by Continental Tobacco Company in payment therefor, of one hundred and five thousand (105,000) shares of the Preferred stock and one hundred and five thousand (105,000) shares of the Common stock of said Continental Tobacco Com- pany issued in the name of The American Tobacco Company and the payment to said President by Continental Tobacco Company of three hundred thousand dollars ($300,000) in cash in full of interest on said purchase price, and an additional sum in cash equal to the losses sus- tained in the conduct of such plug tobacco business since January 1st, 1898, and that said officers execute and deliver to the Continental Tobacco Company, similar conveyances of the business and assets ac- quired by this company from Drummond Tobacco Company (except the good-will and business of smoking tobacco and cigarettes) upon the delivery to the President of this company by Continental Tobacco Com- pany of thirty-four thousand five hundred and seventy-five (34,575) shares of the preferred stock, and thirty-four thousand five hundred and seventy-five (34,575) shares of the Common stock of said Continental Tobacco Company issued in the name of The American Tobacco Com- pany and the payment to said President by Continental Tobacco Com- pany of such sum in cash in lieu of interest on said purchase price as said President may agree upon with said Continental Tobacco Company and that said officers execute and deliver to Continental Tobacco Com- pany similar conveyances of the business and assets reacquired by this company from The Brown Tobacco Company upon the delivery to the President of this company by the Continental Tobacco Company of eleven thousand seven hundred and ninety-six (11,796) shares of the preferred stock and eleven thousand seven hundred and ninety-six (11,796) shares of the common stock of said Conttnental Tobacco Company, and the payment of such sum in lieu of the interest on the said purchase price as the said President may agree upon with the said Continental Tobacco Company, and full authority is hereby ISSUE OP STOCK FOR PROPERTY. 861 granted to said President to make such adjustment as may be necessary in completiiifj the sales of the foregoing businesses and properties and in equitably ailjusting the profits and losses maile in the condurt, since January 1st, 1898, of said businesses or any of them, and in providing for allowances for assets withdrawn from or added to said businesses or any of them since the said date, and interest thereon and if such adjustments make it necessary or prudent in the judgment of said President to accept a less or greater number of shares of stock of Continental Tobacco Com- pany as purchase price of the above mentioned businesses or any of them than- is heretofore named as the respective prices thereof, said President is hereby authorized and fully empowered to so increase or diminish the number of shares of such stock to be delivered to him as he judges proper, and to the best interest of this company." (From minutes of meeting of Directors of The American Tobacco Company, held December 10, 1898.) The acquisition of this property of The American Tobacco Company by the Continental Tobacco Company was considered by the court in United States v. American Tobacco Co., 221 U. S. 106, 161, 56 L. Ed. 663, 686. See Forms 1260-1267, supra. Form 1285. RESOLUTION TO ACQUIRE ENTIRE COMMON CAPITAL STOCK OF A COMPANY IN EXCHANGE FOR PREFERRED AND COMMON STOCK OF PURCHASER AND CASH. Messrs. Moore & Schley offered to sell the entire common capital stock, consisting of thirty thousand (30,000) shares of the par value of one hun- dred dollars ($100) each, of P. Lorillard Company, a corporation organized and existing under the laws of the State of New Jersey, for thirty thou- sand (30,000) shares of the preferred stock and thirty thousand (30,000) shares of the common stock of Continental Tobacco Company and one hundred seventy-two thousand five hundred ($172,500) dollars in cash in lieu of interest: All profits of the business of said P. Lorillard Company, from and after January 1st, 1898, except dividends which shall have accrued upon the preferred stock of said company to inure to the benefit of Con- tinental Tobacco Company as holder of said stock subject to any rights in such profits that the preferred stockholders of said P. Lorillard Company may be entitled to. At this point Mr. Lorillard retired from the meeting. On motion of Mr. Leopold, seconded by Mr. Ray, it was "Resolved: by the unanimous vote of the directors present that the offer of Messrs. Moore & Schley to sell and transfer to this company the shares specified in the foregoing offer for the number of shares of common and preferred stock of this company and the amount of cash named in said offer, be accepted, and upon the delivery of said shares of said P. Lorillard Company to this company the proper officers be, and they are hereby authorized to issue and deliver to said Moore it Schley or their assigns or nominees, in payment therefor, certificates for the number of shares of the common and preferred stock of this company, and to pay to said Moore & Schley the amount of cash specified to be paid as in 862 CORPORATION FORMS AND PRECEDENTS. said offer set forth and to do all things necessary to carry this resolution into effect." On motion of Mr. Eay, seconded by Mr. Schley, it was "Resolved, that this company purchase from the holders of the preferred stock of P. Lorillard Company, or any of them, their respective hcddings of such preferred stock whenever the same may be offered, fully paid and free from all liens and incumbrances within six (6) months of this date in such amounts as under this resolution can be paid in whole shares only of the preferred stock of Continental Tobacco Company, and that such preferred stock so purchased shall be paid for by the issue of preferred stock of Continental Tobacco Company in the proportion of eight shares of the preferred stock of Continental Tobacco Company for seven (7) shares of the preferred stock of P. Lorillard Company which is adjudged to be the value thereof; and that the President and Secretary and other officers of this company, be and they are hereby authorized and directed to issue the preferred stock of Continental Tobacco Company, and to take all other steps necessary to carry this resolution into effect." (From the minutes of the meeting of the directors of the Continental Tobacco Com- pany, held on December 20, 1898.) The effect of this purchase by the Continental Tobacco Company was con- sidered in United States v. Anierican Tobacco Co., 221 U. S. 106, 144, 162, 56 L. Ed. 663, 680, 687. Form 1286. RESOLUTION OF STOCKHOLDERS AUTHORIZING SALE OF CORPORATE PROPERTY FOR STOCK IN NEW CORPORATION. Whereas, the officers of the Success Mining Company have received a proposition in words and figures as follows, to wit : " Pursuant to a resolu- tion duly adopted, the Colorado Mining Company, a Utah corporation, does hereby offer the sum of fifteen thousand dollars cash, or seventy-nine thou- sand and five hundred shares of the treasury stock of the Colorado Min- ing Company, as the purchase price for the Success mining claim, U. S. lot No. 260, together with all other real and personal property owned by said Success corporation. < The Colorado Mining Company by Jesse Knight, President. W. Lester Mangum, Secy." And, whereas, the Success Mining Company is not a financial success, and is not a going concern, and has been unable to find any ore or valuable minerals in its ground, and in order to conduct its business it has been, and will be in the future, necessary to levy and collect assessments from its stockholders. And, whereas, the stockholders are desirous of discontinuing operations of the company's property: Now, therefore, be it resolved: That the president and secretary be, and they are hereby, authorized to accept seventy-nine thousand and five hun- dred shares of the treasury stock of the Colorado Mining Company, a Utah corporation, as the full purchase price for the Success mining claim, U. S. lot No. 260, together with all other real and personal property owned by this corporation, ami that the president and secretary of this corpora- ISSUE OF STOCK FOR PROPERTY. 863 tion be, and they are hereby, authorized and directed to make, execute and deliver, for and on behalf of this corporation, deeds of conveyance of all the real and personal property belon{,'ing to this corporation, and to deliver the same to the Colorado Mining Company, upon receiving for the use and benefit of this cori)oration seventy-nine thousand and five hundred shares of the treasury stock of the said Colorado Mining Company. And, Be it further resolved, that the board of directors of the Success Mining Company be and it is hereby requested, after it has received for the use and benefit of this corporation the said seventy-nine thousand and five hundred shares of the treasury stock of said Colorado Mining Company, from the sale of real and personal property of this corporation, to declare a dividend of all said treasury stock so received, and to pay the same to the stockholders of this cor{)oration pro rata vrith their holdings as shown by the books of this corporation upon delivery by said stockholders to the secretary of this corporation for cancellation of all their properly endorsed certificates of stock in the Success Mining Company. See Kimball v. Success Mining Co., (Utah), 110 P. 872, where the fore- going resolutions were considered. See for sale of entire property of embarrassed or unsuccessful corpora- tion. Cook on Corporations, § 670; Clark & M., Corp., § 629. Form 1287. RESOLUTION OF DIRECTORS AUTHORIZING PURCHASE OF PROPERTY WITH STOCK. Resolved, That the president, F. A. Phelps, Jr., and the treasurer, E. M. Eodrock, be and they hereby are authorized and empowered to execute, ac- knowledge and deliver to the Remington Automobile and Motor Company, a corporation of said state, a proper bill or bills of sale transferring to said Remington Automobile and Motor Company all the rights, assets, plant supplies, patents and property of every kind and description, including good-will, etc., of the said Quick Manufacturing Company, in considera- tion of six thousand ($6,000) dollars of the capital stock of said Reming- ton Automobile and Motor Company, and the assumption by said Remington Automobile and Motor Company of the outstanding liabilities of the said Quick Manufacturing Company, amounting to five hundred and twenty-nine dollars and one cent ($529.01.) See In re Remington, etc.-Motor Company, 139 Fed. 766, where the above instrument is set forth. Form 1288. RESOLUTION TO PURCHASE PROPERTY. Resolved, That this Company do purchase of the Quick Manufacturing Company, a corporation of the state of New Jersey, all its rights, assets, plant, material supplies, patents and property of every kind and descrip- tion, including good-will, etc., and that it pay in consideration thereof the sum of six thousand ($6,000) dollars of the capital stock of this com- pany, said stock to be taken in part payment of the purchase price, M the rate of seventy-five ($75) dollars per share, and said stock to be issued as full-paid non-assessable stock for the purchase of the property aforesaid and to be designated as stock issued for property purchased. 864 CORPORATION FORMS AND PRECEDENTS. Further resolved, That this company •issuiiie the outstanding liabilities of the said Quick Manufacturing Company, which amount, according to the certificate of the treasurer thereof, to five hundred and twenty-nine dollars and one cent ($529.01), and that it pay to the several creditors of the said Quick Manufacturing Company the sums of money due to said creditors by its own checks and take due receipts therefor. Further resolved, That this company also assume the lease of said Quick Manufacturing Company on its property, 3 and 5 Oliver Street, in the City of Newark, Essex county. New Jersey, which said lease is to run to the first day of May, 1901, and the rent to be at the rate of thirty-one dollars and twenty-five cents ($31.25) monthly. See In re Remington, etc. Motor Company, 139 Fed. 766, where the above instrument is set forth. Form 1289. EXTRACTS FROM MINUTES OF STOCKHOLDERS' MEET- ING AUTHORIZING PURCHASE OF PROPERTY FROM PROMOTERS, CONTAINING PRO- ♦ POSED AGREEMENT OF SALE. Whereas, N. J., of Philadelphia, has purchased and offered to sell to this Company the property consisting of 1,000 shares, being the entire capital stock of the Company, a corporation of the State of Pennsylvania, to be assigned and transferred to this Company, or to such persons as this Company shall designate, and has purchased and offered to cause to be conveyed to and vested in J. M., of the Trust Company, of Philadelphia, in fee simple, clear and free from all encum- brances, except as hereinafter stated, to hold upon a declaration of trust in favor of the said Company (but subject to such mort- gage or mortgages to secure bonds of this Company as this Company shall direct), the following flour milling properties in the State of Pennsylvania, viz : in consideration of, First. The issue of preferred stock of this Company to the amount of $272,000; Second. The issue of common stock of this Company to the amount of $3,000,000; Third. The note of this Company for $150,000 at ninety days, bearing 6 per cent, interest, payable to the said N. J. or to such person or corpora- tion as he shall designate; to be secured by First Mortgage Bonds; Fourth. The note of this Company for $6,000 at ninety days, bearing 6 per cent, interest, payable to the said N. J. or to such person or corpora- tion as he shall designate; Fifth. The note or notes of this Company to the amount of $20,000, at sixty days, with such endorsements as the said N. J. shall require, and secured by collateral consisting of preferred stock of this Company to the amount of $20,000, both of which amounts are included in the above items of $272,000 of preferred stock and $3,000,000 of common stock; Provided, That this Company shall issue its bonds to such person or corpo- ration as the said N. J. shall designate, for $150,000, payable in 90 days, or at a time to be designated by the said N. J., bearing interest at the rate of 6 per cent, per annum until paid, and shall cause the said bonds ISSUE OF STOCK FOR rROPERTY. 865 to be secured by the said J. M.'s. First Mortgage of the following Hour iiiilliug properties above mentioned, viz: (description omitted); And Provided Further, That the said J. M. shall, by declaration of trust to be executed and acknowledged by him and filed with the Union Trust Company of I'liiladclphia, declare as to the said mills above mentioned, that he holds the said properties subject only to the mort- gage securing the said bond for $150,000, the said Company's Mill sul)jcct only to the existing mortgage of $11,000, and the said Company's mill subject only to the existing mortgage of $8,000 and to the first declaration of trust above mentioned, in trust for such uses and purposes as the said Philadelphia Milling Company shall direct; And Whereas, There has been suljmitted to this meeting Mr. Hannan's estimate of the value of the properties offered by Mr. J. as aforesaid, which reads as follows: (Estimate omitted.) And Whereas, a form of agreement of sale proposed to be executed by the Company and said J. has been submitted, which reads as follows; This agreement, made the day of , 19...., between N. J., of Philadelphia, Pennsylvania, hereinafter called the ' ' Ven- dor," party of the first part, and Eastern Milling and Export Company, a corporation incorporated under the laws of the State of New Jersey, here- inafter called "The Company," party of the second part; Witnesseth, That the said Vendor for and in consideration of the mat- ters and things hereinafter set forth, hereby agrees to sell and convey to the Company One Thousand (1,000) shares owned by him, being the entire capital stock of the Philadelphia Milling Company, a corporation, in- corporated under the laws of the State of Pennsylvania, and said Vendor hereby agrees to assign and transfer said stock in such amounts as it shall name, to the Company or to such nominee or nominees, as the Company shall designate; And the said Vendor further agrees to cause to be conveyed and vested in J. C. M., of the Union Trust Company of Philadelphia, in fee simple, free and clear from all encumbrances except as hereinafter stated, to hold upon a declaration of trust in favor of the said Philadelphia Milling Com- pany (but subject to such mortgage or mortgages to secure bonds of this Company as this Company shall direct) the following flour milling prop- erties in the State of Pennsylvania, viz: (description omitted); In consideration of the premises, the Company hereby agrees upon the delivery of the said properties to it, and the performance of the said agree- ments on the part of the said Vendor, to issue and deliver to the Vendor the following: First. Preferred stock of the Company to the amount at par of two hundred and seventy-two thousand ($272,000) dollars. Second. Common stock of the Company, to the amount at par of three million ($3,000,000) dollars. Third. The note of the Company for one hundred and fifty thousand ($150,000) dollars at ninety days, bearing six per cent, interest, payable to the said N. J., or to such person or corporation as he shall designate, to be secured by first mortgage bond collateral, etc., as hereinafter stated; Fourth. The note of the Company for six thousand ($6,000) dollars, at ninety days bearing six per cent, interest, payable to the said N. J. I or to such person or corporation as he shall designate; 866 CORPORATION FORMS AND PRECEDENTS. Fifth. The note or notes of the Company to the amount of twenty thousand ($20,000) dollars, at sixty days, with such indorsements as the said N. J. shall require, and secured by collateral consisting of preferred stock of the Company to the amount of $20,000, and common stock of the Company to the amount of $20,000, both of which amounts are included in the above items of $272,000 of preferred stock and $3,000,000 of com- mon stock. Provided, That the Company shall issue its bonds to such person or corporation as the said N. J. shall designate for $150,000 payable in ninety days or at a time to be designated by the said N. J. bearing interest at the rate of 6 per cent, per annum until paid, and shall cause the said bonds to be secured by the said J. M's. First Mortgage of the following flour milling properties above mentioned, A'iz: (description omitted), which said bonds for one hundred and fifty thousand ($150,000) dollars so secured by First Mortgage, shall be given as collateral security for the note of the Company for one hundred and fifty thousand ($150,000) dol- lars, above mentioned. In Witness Whereof, the said Vendor has hereunto set his hand and seal, and the said Company has hereunto set its corporate seal, attested by the hand of its secretary the day and year first above written. Signed, sealed and delivered in the presence of: [Seal] Eastern Milling and Export Company, [Corporate Seal] By President. Attest : Secretary. Now, Therefore, Eesolved, That it appears to the stockholders of this Company that the property described in the foregoing preamble, viz: 1,000 shares of the capital stock of the Philadelphia Milling Company and said milling properties, is necessary for the business of this Company, and that the same is of the value of three million four hundred and forty-eight thou- sand ($3,448,000) dollars. And Eesolved, That the Board of Directors of this Company be, and they are hereby, authorized and directed to purchase the above mentioned property for the said price and to issue said stock and notes as the pur- chase price or full consideration and to cause the agreement of sale above recited to be executed and performed by this Company, provided that, in the judgment of the Board of Directors, the said property is of the value above stated. And Further Resolved, That the president of this Company in writing direct the said N. J. to cause conveyance of the nine Pennsylvania Mill properties mentioned in the agreement between the said JN'. J. and this Company above referred to, to be made to J. M., said mill properties being as follows; (description omitted). The following resolution was also unanimously adopted: Eesolved, That the officers of the Company are hereby directed to issue ISSUE OF STOCK FOR PROPERTY. 867 and deliver notes of the Eastern Milling and Export Company, in the amounts, for the time and to the persons named as follows: First, A note of this Company for $loO,UOU, to the order of N. J., for ninety days, at six per cent. Second. A note of this Company for $20,000, to the order of N. J. for sixty days, at six per cent. Third. A note of this Company for .$6,000, to the order of N. J. at ninety days at six per cent., in accordance with the terms of the agree- ment between the said N. J. and this Company, and above referred to. The following resolution was offered and unanimously adopted: Eesolved, That the president of the Company direct J. C. M. to execute, acknowledge and deliver to the Union Trust Company of Philadelphia, the declaration of trust mentioned in the agreement betwen N. J. and this Company, wherein the said J. M. shall declare that he holds Mill property upon the terms, conditions and trusts mentioned in said agree- ment, the form of said declaration of trust to lie approved by the counsel of this Company. And Be It Further Resolved that the president direct the said J. M. to execute, acknowledge and deliver to the Union Trust Co. of Philadelphia the declaration of trust mentioned in the agreement between N. J. and this Company, wherein the said J. M. shall declare that he holds the Mill, the Company 's Mill, the Milling Company's Mill, upon the terms, trusts and conditions mentioned in said agreements, the form of said declaration of trust to be approved by the counsel of this Company. The following resolution was offered and unanimously adopted: Resolved, That preferred stock of the Company to the amount of two hundred and seventy-two thousand dollars be issued and delivered for the purchase of property, in accordance with the terms of the contract between the said N. J. and this Company; and further, that common stock of this Company to the amount at par of three million dollars be issued and delivered for the purchase of property, in accordance with the terms of said agreement between the said N. J. and this Company; and further, that the proper officers of this Company are hereby authorized to issue said stock accordingly. See Goehnauer v. Union Trust Co., 225 Pa. 503. See generally as to issue of stock for propertv, Cook on Corporations, §§ 18-24, 43-50, 423, 7(36; Clark & M., Corp., §§384, 385. Form 1290. EXTRACT FROM MINUTES CONTAINING INCORPORA- TORS' AND DIRECTORS' RESOLUTIONS TO AUTHORIZE ISSUE OF CAPITAL STOCK FOR PATENTS. RESOLUTION OK IXCORPORATORS. Whereas, George II. Carpenter offers to cause to be transferred to this company, for and in consideration of the issue to himself and his asso- ciates, of $475,000.00 of the full-paid non-assessable capital stock of this company, certain patents covering certain inventions relating to the use of carbonic acid gas and apparatus for containing carbonic acid gas which 868 CORPORATION FORMS AND PRECEDENTS. are more particularly described as follows: United States patent No. 545,351, dated August 27, 1895, and United States patent No. 610,127, dated August 30, 1898, both issued to Victor Durafort, for the development of which patents this company is organized; Now, therefore, be it resolved, that the stockholders of the company de- clare the said patents to be in their judgment of the reasonable value of $-175,000.00 ; And, Further Be It Eesolved, that the directors of the company be author- ized to issue capital stock of the company, full-iiaid and non-assessable, to the extent of $475,000.00, to said George H. Carpenter, William C. Hill, Harlan W. Brush and Leonard D. Baldwin, for and in consideration of the assignment to this company of said patents. RESOLUTION OF DIRECTORS; Whereas, the incorporators and subscribers for the capital stock of the company have examined into the value of tne Durafort inventions and the United States patents covering the same, and have, in a -esolution duly adopted, at the first meeting of the company, expressed their assent that the same should be acquired for the purposes of the company, and that $475,000.00 of the capital stock of the company should be issued as full- paid and non-assessable against the said patents in said resolution described; And Whereas, each of the members of the board of directors has for him- self investigated the value of such inventions: Now, therefore, be it resolved, that the board of directors adjudge and declare said patents, to wit, certain patents covering certain inventions relating to the use of carbonic acid gas, and apparatus for containing carbonic acid gas, which are more particularly described as follows: United States patent No. 545,351, dated August 27, 1895, and United States patent No. 610,127, dated August 30, 1898, both issued to Victor Durafort, to be of the fair and reasonable value of $475,000.00; And further be it resolved, that the company issue its full-paid and non-assessable stock to the extent of $475,000.00 in consideration of the transfer of said patents to the Monarch Corporation. The secretary reported that George H. Carpenter and William C. Hill had executed an assignment of certain patents covering certain inventions relating to the use of carbonic acid gas and apparatus for containing carbonic acid gas which are more particularly described as follows: United States patent No. 545,351, dated August 27, 189.5, and United States patent No. 610,127, dated August 30, 1898, both issued to Victor Durafort, referred to in the foregoing resolution, to the Monarch Corporation, and had filed with him copies of such patents and of the assignments of the same, to the said George H. Carpenter and William C. Hill, together with a written direction that the capital stock of the company to be issueil against the assignment of said patents be issued to the following named persons in the amounts set opposite their respective names, to wit: George H. Carpenter, $175,000.00; William C. Hill, $175,000.00; Harlan W. Brpsh, $100,000.00; Leonard D. Baldwin, $25,000.00. Resolved: That the officers of the company be directed to issue $475,- 000.00 of the stock of the company in the amounts set opposite the names of the respective persons named in the written direction of George H. Carpen- ter and William C. Hall heretofore filed with the company in satisfaction of the subscriptions made by said George H. Carpenter, William C. Hill, ISSUE OF STOCK FOR PROPERTY. 869 Harlan W. Brush and Leonard D. Baldwin for stock of the company, to be paid in property. See In re Monarch Corporation, 177 F. 464. Bee note to Form 1268, supra. Form 1291. ORDER FOR THE ISSUE OF STOCK CERTIFICATES. Tho (Joni[)any. , l^J To the president and treasurer of The Referring to the agreement made this day between the undersigned and said The Company, under the terms of said agreement there are to be issued to me or to such nominees as I may in writing direct shares of the capital of said Company. I hereby direct you to issue certifi- cates of stock of said Company to the following persons in the amounts set opposite their respective names. Name. Amount. The respective receipts of such persons for such certificates will be a sufficient discharge to your Company under said agreement to the extent of the shares of stock evidenced by such respective certificates. V [Seal] Witnessed by: See preceding form. • Form 1292. CERTIFICATE OF APPRAISEMENT BY BOARD OF DIRECTORS OF PROPERTY PROPOSED TO BE SOLD TO CORPORATION IN EXCHANGE FOR CAPITAL STOCK. Whereas of has by his certain written offer to the Company, a corporation organized and existing under the laws of the State of , dated , 19. ... , offered to assign, transfer, and set over to said Company, the property described in Exhibit "A" hereto attached-, and also to assign, transfer and set over to said Company the good-will of his business as a manufacturer of heretofore carried on and conducted at Now, therefore, we, the undersigned, constituting the Board of Directors of said Company, do hereby certify that we have dili- gently, carefully and fully investigated and ascertained the value of the said property described in said Exhibit "A," and found the same to be of the value of dollars ($ ). and we do hereby ad- judge and declare that the same is of the full and fair value of dollars ($ ). We do hereby further certify that we have also made 870 CORPORATION FORMS AND PRECEDENTS. a similar investigation of the value of said good-will and find the same when taken in connection with said business and property above mentioned to be of the value of dollars ($ ), and we do hereby adjudge and declare that said good-will is of the full and fair value of dollars ($ ). "Witness our hands and seals this day of , 19 . . . . [Seal] [ Seal] [Seal] (The foregoing certificate of appraisement will be found useful as a form to be followed when the incorporators are required to appraise the value of property to be sold to the corporation in exchange for stock, or where the statute provides that the judgment of the board of directors as to the value of property for which stock is to be issued shall in the absence of fraud be conclusive. If desired the manner of arriving at such conclusion may be stated more in detail.) See generally as to the effect of the appraisal of property for which stock is to be issued, Cook on Corporations, §§36-46; Clark & M., Corp., §§389-401. CHAPTER XVI. AGREEMENTS lOH SALE AND PLEDGE OF STOCK AND SECURITIES. Form 1293. VENDOR'S AGREEMENT GUARANTEEING DIVIDENDS ON SHARES AND WITH OPTION TO RE-PURCHASE. An agreement, made the day of be- tween of , hereinafter termed ' ' the Vendor, ' ' and of , hereinafter termed ' ' the Purchaser. ' ' Whereas, the said Vendor has this day sold to the vendee, for the con- sideration of $ , shares of the capital stock of the Company, a corporation organized under the laws of , such shares being of the par value of Now therefore, in consideration of one ($1) dollar in hand paid and other good and valuable considerations, it is agreed as follows: 1. For a period of years from the date hereof, if the dividend or dividends in respect of any year paid on the said shares shall not amount to six per cent, on the par value amount of such shares, the Vendor shall, within three calendar months after the expiration of such year, pay to the purchaser a sum equal to six per cent, on the nominal amount of such shares, less the amount of the dividend or dividends, if any, actually paid in respect of such year; but any further dividend in respect of the same year subsequently paid on the said shares shall, so far as necessary, go to recoup what shall have been paid in respect of that year by the A'^endor pursuant to this agreement. 2. The Vendor shall have the first option from time to time during the said period of years of re-purchasing at par from the purchaser such of the said shares as the purchaser shall be willing to sell, and the following provisions with regard to each such option shall have eflfect, that is to say — (a) If and whenever during the said period of .... years the purchaser shall desire to sell or transfer any of the said shares, he nuist give notice in writing thereof to the Vendor, and the notice must specify the shares which it is desired to sell or transfer. (b) The option shall in each case be exercisable by notice in writ- ing signed by the Vendor and served on the purchaser, within the period of two weeks from the service of the notice referred to in paragraph (a) of this clause. (c) AVhilst the said option subsists as regards any of the said shares, the purchaser shall not transfer such shares otherwise than to the Vendor. (d) Whenever the option aforesaid is exercised as to any of the said 871 1 872 CORPORATION FORMS AND PRECEDENTS. shares, the sale thereof shall be completed at the expiration of five days from the notice exercising option being posted, and the completion shall take place at the office of the company, at such time as may be agreed on, or in default of agreement at o'clock in the forenoon; and at the time so fixed for completion the purchase money shall be duly paid, and the shares so purchased shall be transferred to the Vendor or his nominees. 3. For the purposes hereof any notice may be served on either of the parties hereto, his executors or administrators, either personally or by sending the same through the post in a registered letter, addressed to such party or to the executors or administrators of such party at the address of such party above specified, or at his last known place of abode; and any notice so served by post shall be deemed to have reached the person or persons to whom it is addressed on the day following that on which it is posted; and a notice to the executors or administrators as aforesaid need not name them. In witness whereof, the said parties hereto have hereunto set their hands and seals the day and year first above written. Witness : [Seal] [Seal] See as to guarantee of dividends. Cook on Corporations, § 775; Clark & M., Corp., § 184. See Form 1238, supra. Form 1294. AGREEMENT FOR SALE OR RETURN OF STOCK. Whereas John Brynteson of Campbell, California, has paid fifteen thou- sand ($15,000j dollars for fifty thousand shares of the stock of the Ophir Consolidated Mines Company, as evidenced by certificates number 1090, 1091» 1092, 1093, 1094, 1095, 1096, 1097, 1098, and 1099, issued to him April 2d, •1902; therefore, be it understood, that the undersigned hereby bind them- selves to return to said John Brynteson said fifteen thousand ($15,000) dol- lars, with interest on the same at the rate of six per cent, per annum, eighteen months after the date hereof, if said John Brynteson be not satisfied with aforesaid investment. Dated Milwaukee, Wisconsin, this 7th day of April, A. D. 1902. The Ophir Consolidated Mines Company, By J. O. Buckley, President. Countersigned: Thomas F. Somers, Secretary, J. O. and W. S. Buckley. The above agreement was held valid and enforceable in Ophir Consol. Mines Co. v. Brynteson, 143 Fed. 829, where it was said to be a con- tract of "sale or return." See Sturm v. Boker, 150 U. S. 312; Vent V. Duluth etc. Spice Co., 64 Minn. 307. See Form 1238, supra. SALE AND PLEDGE OF SECURITIES. 873 Form 1295. ENDORSED AGREEMENT TO TAKE BACK STOCK AT PAR. This guaranty, attached to stock certificate No. 115, for thirteen shares of the capital stock of the Southwestern Brokerage & Investment Company, witnesseth that, whereas, the undersigned, P. D. Phillips, Tifton, Ga., and C. W. Young, Memphis, Tenn., are largely interested in said corporation and the sale of its stock; now, therefore, it is understood and agreeil by and between said parties and the owners of the shares of stock represented by said certificate that, should said owner desire to sell said stock after 18 months from the date of the issuance of said certificate, said parties will, after IS months from said date, purchase the same, paying therefor the face value of the certificate, together with 6 per cent, interest per annum thereon from the date of issuance to the date of payment. Should said owner elect to avail himself of this guaranty, he must so notify in writing said parties of his election to do so, giving them six months' notice before the date he will ask repayment. After two years from the date of issuance of said certificate this guaranty shall cease, and become null and void. Witness the hands and seals of said parties this 8th day of May, 1908. P. D. Phillips, [Seal] C. W. Young. [Seal] See Phillips v. Eiser, 8 Ga. App. 634, where the foregoing instrument was construeii, and upheld on the ground that it was contemporaneous with the purchase of the stock, and a part of it. The court said: "The writ- ing is an offer uncond part covenants and agrees that it will, on or before said 25th day of June, 1898, provided its exami- nation of the accounts, minute book and other records of the said York Southern Railroad Company shall be satisfactory to it, and shall prove the correctness of the results of the operations for the year ending Decem- ber 31, 1897, us stated in paragraph ''b" of the First Section hereof, pay to the party of the first part, his heirs, executors and administrators, the sum of one hundred and sixty thousand ($160,000) dollars. It being mutually understood and agreed, however, that the said party of the second j)art may retain such portion of said sum of one hundred and sixty thousand ($160,000) dollars as may be necessary to liquidate the interest up to the 25th day of June, 1898, on said Mortgage indebted- ness of three hundred and ninety-nine thousan 1902, by and between the Morgantown & Kingwood Railroad Company, a corporation organ- ized and existing under the laws of West Virginia, and George C. Stur- SALE AND PLEDGE OP SECURITIES. 885 giss, of Morgautown, West Virginia, parties of the first part, anJ the Rolling Mill Company of America, a corporation existing under the laws of the state of New .Jersey, hereinafter called the KoUiug Mill Company, party of the second part, witncsseth : 'I'hat, ior and in consideration of the performance of the covenants hereinafter set forth to be done anosited as collateral security for the payment of said respective notes, and shall bo respectively entitled to vote the said shares of stock so respectively held by them at all elections, until the "said promissory notes shall be fully paid by the said party of the third part, as herein provided, as though they were respectively the abso- lute owners of said stock. ]n the event of said parties of the first and second parts hereto, or either of them, assigning or transferring said notes, their respective assignees or transferees shall bo entitled to have said respective shares of stock, so pledged and held as collateral security, so transferred on the books of the said Company, and to vote said shares of stock in the same manner and to the same effect as their respective assignors or transferrors. Such right of voting said shares of stock may be given to any pro.xy or proxies of the parties hereto vested with the right of voting the same. 7. The said party of the first part covenants and agrees to and with the parties of the second and third parts hereto, that the said party of the first part will not sell, assign, transfer or set over to any person or persons, firm, or corporation the said promissory note, without making it an express condition of such assignment or transfer that such assignee or transferee shall be bound by all the terms and conditions of this agree- ment, in like manner as if such transferee or assignee were originally a party to this agreement in lieu of his said assignor or transferror. 8. The said party of the second part covenants and agrees to and with the parties of the first and third parts hereto, that the said party of the second part will not sell, assign, transfer or set over to any person or persons, firm, or corporation the said promissory note, without making it an express condition of such assignment or transfer that such assignee or transferee shall be bound by all the terms and conditions of this agree- ment, and in like manner as if such transferee or assignee were originally a party to this agreement in lieu of his said assignor or transferror. In the event of the said party of the third part making default in the payment of said promissory notes, the said parties of the first and second parts hereto, for and in consideration of One Dollar ($1) in hand paid by each* of them, one to the other, the receipt whereof is hereby confessed and acknowledged, agree with one another that they will not exercise the power of sale given by said promissory notes, without giving to the other party ten (10) days notice of the time and place of such sale. In Witness Whereof, the said parties of the first and third parts hereto, have hereunto set their hands and seals, and the said party of the second jiart has caused its corporate name to be hereunto signed by its President, and its corporate seal to be hereunto affixed, the day and year first above written. •. [Seal] The Company, Attest : By Secretary. President. . [Seal"! Attach collateral notes, as Exhibits "A" and "B." 892 CORPORATION FORMS AND PRECEDENTS. For form of non-negotiable note, see Form 1592, post. iSee for pledge of stock, Cook on Corporations, §§ 12, 315-324, 458, 464- 468, 472-479, 484, 490, 763, 779, 783; Clark & M., Corp., §§ 617-624. Form 1311. AGREEMENT WITH BROKER. hereby agree to maintain •with you at all times a margin of per centum of the par value of all stocks and bonds against which you have made or may hereafter make advances to , and a like margin on stocks or bonds which have borrowed or may hereafter borrow through you to make deliveries on sales made for account or otherwise. In case margin should become impaired and the same is not promptly made good in response to personal notice or notice sent by wire or letter and directed to usual address, you are authorized in your discretion to buy or sell at the New York Stock Exchange or at public or private sale, without further notice, such certificates as may be necessary to place the account in condition satisfactory to you, or to close the same entirely, as you may prefer. In ease of my decease you are hereby authorized to close my account by purchase or sale of securities as the same may require. (Cook on Corp's (6th Ed.) §459.) See as to the rights of a broker holding stock purchased for a customer on margin as a pledgee, Cook on Corp., § 467. See generally as to the prohibition of gambling contracts as applied to sales of stock/Cook on Corp., §§341-348, 440; Clark & M., Corp., §611. Form 1312. RECEIPT AND AGREEMENT FOR STOCK DEPOSITED AS SECURITY FOR MARGINS. Eeceived from Anna D. Taggart 83 shs U. S. Steel pfd No. A30563— No. Clo546. The same to be a general deposit, and this receipt is given and received with the mutual understanding that Jacob Berry & Co. may hold the same as margin and a security for or apply the deposit in part payment of or on account of losses or any other transactions in the purchase or sale of stocks, bonds, securities, or commodities made by them for your account. This receipt is given and received upon the further understanding and agreement in consideration of Jacob Berry & Co. executing such orders for the purchase or sale of stocks, bonds, securities or commodities as may be given to them in writing, orally, by telegraph or telephone; that the said Jacob Berry & Co. may repledge, rehypothecate or loan any or all of said stocks, bonds, securities or commodities held by them on account thereof as margin or otherwise; may substitute similar stock, bonds, securities or commodities therefor, and that said Jacob Berry & Co. may, without notice upon the approximate exhaustion of margin sell, or buy as the case may be, any stocks, bonds, securities or commodities bought and sold or held by them as collateral, or margin, or otherwise, and that in case of contracts for future delivery said Jacob Berry & Co. SALE AND PLEDGE OF SECURITIES. 893 may -".lose tho same by purfhase or salo, as the case may he, witliout notice, providcil however, that such purchases or sah's may l)e iriay pledged to be called up by such installments and payable at such times as the bank shall in writing request. 12. The bank may, at any time after the principal moneys hereby secured siiall have become payable, appoint a receiver of the capital hereby charged, and of all calls made in respect thereof and also of the undertaking and property of the company hereby pledged. 13. The company hereby covenants with the bank that the said capital hereby charged has not been called up or incumbered in any way, and 912 CORPORATION FORMS AND PRECEDENTS. that the contracts under which the said shares were allotted are not in any way void or voidable. 14. The company shall forthwith give notice in writing to each of its shareholders of this pledge of uncalled capital. 15. The company shall procure each of its directors for the time being to covenant with the bank that whilst he is a director of the company he will not be party to anything in breach of the obligations hereby imposed on the company, and that he will give to the bank immediate notice of any such breach, and also of any threat to commit any such breach, which shall come to his knowledge, and such covenant shall be executed as regards the present directors immediately after the execution hereof, and as regards such future director immediately after his appointment. In witness whereof said The Company has caused these presents to be signed by its president and its corporate seal to be hereunto affixed and attested by its secretary the day and year first above written. The Company, By Its President. Attest: Secretary. tSee Form 1331, post. See for pledge of subscription, Cook on Corporations §111; Clark & M., Corp., § 501. Form 1331. AGREEMENT WITH CORPORATION BY BANKERS FOR LOAN TO BE SECURED BY PLEDGE OF CORPORATE SECURITIES. An agreement made the twenty-third day of December, 190l', at the City of New York, Between The Consolidated Company (herein- after termed the Consolidated Company), of the First Part; and & Co. (hereinafter termed the Bankers), of the Second Part; 1. This agreement is made on the faith of the following representations made by the Consolidated Company to the Bankers: (a) The Consolidated Company is a corporation created by special act of the General Assembly of the State of Connecticut, passed at its January session, 1897, and acts amendatory thereof and supplementiil thereto, and is now a corporation validly existing under the laws of sai<' state. The Consolidated Company has an authorized capital stock of .$117,000,000, of which $3.5,000,000 is preferred stock and $82,000,000 is common stock. Of said preferred stock to the amount of $27,400,200 will on December 31, 1902, have been issued and be outstanding, fully paid and non-assessable, and of said common stock to the amount of $72,286,200, SALE AND PLEDGE OF SECURITIES. 913 ■will on said date have Y)een issued and lie outstanding, fully paid and non- assessable. The Consolidated Company has no mortgage or other lien indebtedness on any of its property. (b) The following companies, which are hereinafter called collectively the Subsidiary Companies, are validly organized and existing corj)Orations, having capital stock to the amounts hereinafter specified, all of which has been issued fully paid and is non -assessable, viz.: Name. Total Stock. The Ontario Company $20,000,000 The CJommercial Company Limited 10,000,000 The Bay Railway Company 10,000,000 The Steel Company, Limited 20,000,000 The Power Company 2,000,000 The Michigan Power Company •. . . .500,000 Water and Light Company 200,000 The Pulp and Paper Company' 2,000,000 The Transit Company 150,000 Traction Company 400,000 Express Company 100,000 The Shore Railway Company 1,000,000 The Consolidated Company owns or, under valid contracts about to be made, will, on or prior to the 20th day of January, 1903, lawfully become vested with the stocks of the Subsidiary Companies to the amounts here- inafter stated, viz.: Owned by Name. Total Stock. The Consoli- dated Co. The Ontario Company $20,000,000 $19,989,000 The Steel Company Limited 20,000,000 19.998,(500 The Michigan Power Company 500,000 499,300 Water and Light Company 200,000 199,.500 The Pulp and Paper Company 2,000,000 1,905,000 The Transit Company 150,000 150,000 Traction Company 400,000 400,000 Express Company 100,000 100,000 The Shore Railway Company . . 1,000,000 1,000,000 The Ontario Company, hereinafter termed the Ontario Company, owns the stocks of the following Subsidiary Companies to the amounts hereinafter stated, viz.: Owned by Name. Total Stock. Ontario Co. The Commercial Company, Limited $10,000,000 $9,998,250 The Bay Railway Company 10,000.000 9,998,600 The Steel Company, Limited, hereinafter termed the Steel Company, owns or, under valid contracts about to be made, will, on or prior to the 2()th day of January, 1903, lawfully become vested with the stocks of the following Subsidiary Company to the amounts hereinafter stated, viz.: Name. Total Stock. Stock Owned. The Power Company $2,000,000 $1,996,500 All of the Subsidiary Companies and their resi>ective properties are free 914 CORPORATION FORMS AND PRECEDENTS. from mortgage or other lien indebtedness, except (1) The Michigan Power Company, hereinafter termed the Michigan Company, which has a mortgage indebtedness of $.'5,500,000, (2) Water and Light Company, hereinafter termed the Water and Light Company,, ■which has a mortgage indebtednesp of $160,000, and certain property of which is subject to prior mortgage lions not exceeding $13,000 in amount, (3) The Transit Company, hereinafter termed the Transit Company, which has a mortgage indebtedness of $1,000,000, (4) Traction Company, hereinafter termed the Traction Corhpany, which has a mortgage indebtedness of $380,000, pledged to secure said mortgage indebtedness of the Transit Company and (5) The Power Company, hereinafter called the Lake Superior Company, certain property of which is subject to mortgage liens not ex- ceeding $17,000 in amount, and which further, under an agreement with the town of , in the , , has guaranteed the , payment of certain debentures of said town to an amount not exceeding $254,000, and has agreed, at the request of said town, to charge therewith certain real estate acquired from said town under said agreement. Neither the Consolidated Company nor any of the Subsidiary Companies is indebted directly or indirectly in any amount to any officer or director of the Consolidated Company or of any of the Subsidiary Companies, ex- cept (1) in amounts, not exceeding in the aggregate $30,000, for expendi- tures made prior to the execution and delivery hereof, at the request and for the benefit of the debtor company, and not yet repaid; and neither the Consolidated Company nor any of the Subsidiary Companies is under any liability to any officer or director of the Consolidated Company or of any Subsidiary Companies, except (2) for amounts, not exceeding in the aggre- gate $50,000, due, or to become due, on account of the purchase price of properties, purchased or agreed to be jjurchased, and which, or the con- tracts for which, are held in trust for the debtor companies, respectively, and presently transferable to such debtor companies. (c) The Subsidiary Companies, or some of them, are indebted in large amounts and have issued notes and have incurred heavy obligations under contracts, part of which have matured and part of which will presently mature. The Subsidiary Companies, other than the Ontario Company, the Water & Light Company (the borrowing power of which on mortgage has been exhausted), the Transit Company, the Traction Company and the Express Company, propose, and for the purpose of discharging their indebtedness and of meeting their obligations, are about in each case to issue their thirty year gold coupon bonds, to bear interest from the first day of January, 1903, at the rate of five per cent, per annum, payable semiannually, to mature on the first day of January, 1933, and to be payable, both as to principal and interest, in United States gold com of or equal to the present standard of weight and fineness, at the office or agency of the obligor company in the City of New York^ free of tax, and to be redeemable in each case at the option of the obligor company, at par, on any half-yearly interest day on thirty days' notice, to be secured by mortgage and deed of trust, in the case of each of the Subsidiary Com- panies other than the Michigan Company, as a first charge on its proper- ties, owned and to be acquired, and in the case of the Michigan Company SALE AND PLEDGE OF SECURITIES. 915 as a second charge on its properties owneil and to be acquired and subject only as above recited. (d) The amounts of mortgage indebtedness so to be authorized by the respective Subsidiary Companies are as follows: Name. Amount. The Commercial Company, Limited $5,000,000 The Bay Kaihvay Company 6,750,000 The Steel Company, Limited 5,000,000 The Power Company 4,000,000 The Michi^'an Power Comi)any 2,400,000 The Pulp and Paper Company 2,500,000 The .■ Shore Railway Company 8,820,000 (e) Under valid contracts made, or about to be made, the Consolidated Company will lawfully btrcome vested, prior to the 20th day of January, 1903, with the mortgage bonds of said companies, so to be issued, to the respective amounts hereinafter stated, viz.: Name. Amount. The Steel Company, Limited .$5,000,000 The Michigan Power Company 2,400,000 The Pidp and Paper Company 1,200,000 and will lawfully become vested, prior to the 15th day of February, 1903, with the mortgage bonds of said companies so to be issued to the following amounts: Name. Amount. The Bay Railway Company $6,750,000 The Shore Railway Company 405,000 Said bonds of the Ste<>l Company with which the Consolidated Company will so become vested, will also be secured by the pledge and deposit, under the mortgage or deed of trust securing the same, of said $5,000,000 first mortgage bonds of The Commercial Company, Limited, of said entire capital stock of The Power Com- pany and of said $4,000,000 first mortgage bonds of said The Power Company. (f) The Consolidated Company has endorsed many of the notes issued as aforesaid by the Subsidiary Companies, and to meet these notes, and to meet its own obligations and the obligations of the Subsidiary Compa- nies, the Consolidated Company, as the owner of practically the entire stocks of the Subsidiary Companies, desires presently to borrow the -sum of $3,500,000. For a valuable consideration, it is agreed as follows: First. The Bankers will advance and lend to the Consolidated Company the sum of $3,500,000 on or, at the election of the Bankers, before January. 21st, 1903. Said advances and loans shall be made at the office of the Bankers in the City of New York, and shall be made against the delivery to the Bankers: (a) of certificates fully paid and non-assessaole for the following stock of the Subsidiary Companies, acconii)anied by proper instruments of trans- fer thereof duly executed and either iTi blank, or, as the Bankers may re- quest, to the Boniinee or nominees of the Bankers; 916 CORPORATION FORMS AND PRECEDENTS. Name. Amount. The Ontario Company $19,994,000 The Commercial Company 10,000,000 The Bay Railway Company 10,000,000 The Steel Company, Limited 20,000,000 The Michigan Company 500,000 Water and Light Company 200,000 The Pulp and Paper Company 2,000,000 The Transit Company 150,000 Traction Company 400,000 Express Company 100,000 The Shore Railway Company 1,000,000 (b) of the mortgage bonds of the Subsidiary Companies with which the Consolidated Company is to become vested as set forth in subdivision (e) of Article I hereof, or (c) pending the execution and certification of said bonds, of proper assignments to the Bankers, or to their nominee or nominees of said bonds and of all rights to receive said bonds and otherwise in respect thereof under said contracts under which the Consolidated Company is entitled thereto and will become vested therewith, and of all securities held by the Consolidated Company, and of proper assignments to the Bankers of all securities deliverable to the Consolidated Company and of all securities which under said contracts are deliverable against any of said mortgage bonds of the Subsidiary Companies with which the Consolidated Company is to become vested ; (d) of assignments to the Bankers, or their nominee or nominees, of such of the indebtedness due to the Consolidated Company from each of the Subsidiary Companies as the Bankers may require; (e) of assignments to the Bankers of all stock in each of the Subsi- diary Companies which the Consolidated Company may at any time own or acquire and of all mortgage bonds of each and every of the Subsidiary Companies now owned by the Consolidated Company or which it may here- after acquire, and the certificates for all such stock and all said mortgage bonds shall immediately upon such acquisition thereof by the Consolidated Company be forthwith delivered to the Bankers and pledged under this agreement ; and (f ) of assignments to the Bankers of all indebtedness which each of the Subsidiary Companies may incur to the Consolidated Company by reason of any advance made to such Subsidiary Company or expenditure for its benefit, and whether made by the Consolidated Company out of the proceeds of the advances to be made under this agreement or otherwise. For each such advance or expenditure, the Consolidated Company shall at the time thereof obtain from such Subsidiary Company a proper note or acceptance or other evidence of debt, and deliver the same to the Bankers ; if in negoti- able form endorsed in blank, or, if in non-negotiable form, accompanied by proper instruments of assignment to the Bankers or their nominee. For said amount of $3,500,000, the Consolidated Company shall, on or prior to the 21st day of January, 19()?>, and at the time the advance under this agreement shall be made, execute and shall deliver to the Bankers the promissory note or notes of the Consolidated Company as the Bankers may require, to he made to the order of the Bankers or their nominees, to matur* SALE AND PLEDGE OF SECURITIES. 917 April 1st, 1903, without grace, to be payable, both as to principal ami hi terest, at the oflice of the Bankers in the city of Xew York, in gold coin of the United States of or equal to the present standard of weight and fineness, to bear interest at the rate of six per cent, per annum, and to be in such form and to contain such provisions as the Bankers may require. Second. The Consolidated Company agrees with the Bankers as here- inafter in this article set forth : (a) the Consolidated Company will pay to the Bankers at the oflRce of the Bankers in the city of New York, on the first day of April, 1903, without grace, all notes which the Consolidated Company may give in pursuance of any of the provisions of this agreement, and all amounts which may be ay the Bankers under this Agreement, or any part thereof, at their election, at the New York Stock Exchange, or the Philadelphia Stock Exchange, or, in the City of New York or elsewhere, at any broker 's board or at public or private sale, without notice of the amount claimed to be due, without demand of payment, without advertisement and with- out notice of intention to sell or of the time or place of sale, notice of each and every one of which is hereby waived; and at any sale, the Bank- ers may bid for and purchase all or any part of the security sold, dis- charged from any right of redemption on the part of the Consolidated Com- pany. All collateral security held by the Bankers may be sold in one parcel or in such parcels and in such order as the Bankers may, in their discretion determine and the Consolidated Company waives any right to have said security marshaled upon any such sale. No purchaser shall le under any obligation to see to the application of the purchase price. The amount of the proceeds of such sale or sales, after deducting therefrom all legal and other costs and expenses, shall be applied to the payment of the amounts due from the Consolidated Company on its said note or notes and otherwise under this agreement, with interest thereon. If, after any such sale or sales, there shall be a deficiency, the Consolidated Company shall forthwith pay the same. If after the payment to the Bankers of said note or notes, of all advances under this agreement, and of all other amounts payable under this agreement, there shall be a surplus, such sur- plus shall be paid to the Consolidated Company. Fourth. The Consolidated Company, will, on or before January 21st, 1903, and at the time the Bankers shall make said advance under this agreement, pay to the Bankers a commission of two per cent, upon the aggregate amount of the advances to be made under this agreement, to wit, $.3,.'i00,000, and an additional commission of one per cent, upon the sum of $2,000,000. Said payment shall be made to the Bankers at their oflice in the City of New York and may, at their option, be deducted from the advances to be made by them under this agreement. Fifth. The Consolidated Company has represented to the Bankers that of said advance, .tl, 500.000 is to be applied to the paynunit of the obliga- tions set out in Schedule A hereto and has made to the Bankers representa- 920 CORPORATION FORMS AND PRECEDENTS. tions of the use to which the other luoncvs to lie advanced by the Bankers under this agreement are to be put. The Bankers shall be entitled to see that siu-h moneys shall be applied to such uses only, and, for that purpose, to iuipose such restrictions on the disbursement thereof as they may think proper and duplicate vouchers for all disbursements thereof shall be filed with the Bankers. Sixth. In the event that the Consolidated Company shall so desire, and shall, prior to March 21st, 1903, have given notice to that effect to the Bankers, in writing, at the office of the Bankers in the City of New York, the Bankers, if none of the events of default shall have happened, and if the Consolidated Company shall, on April 1, 1903, have complied with all the requirements of this agreement on its part and have made all payments by way of interest or otherwise required to be made by it, and shall pay the commission hereinafter provided, will extend, on said April 1st, 1903, the time for the repayment by the Consolidated Company of the advances to be made to the Consolidated Company by the Bankers hereunder and the time for the payment of any notes which may have been given by the Con- solidated Company in accordance with this Agreement, for ninety days from said April 1st, 1903. In the event of such renewal, the Consolidated Company, shall, if the Bankers so desire, give for any note or notes j^reviously given by the Con- solidated Company, renewal notes in similar form and bearing the same rate of interest, and the Consolidated Company shall pay to the Bankers on or before said April 1st, 1903, a further commission of one and a half per cent, upon said amount of $3,500,000. Seventh. The Bankers will forthwith advance and lend to the Con- solidated Company at the City of New York the sum of $600,000. Said advance shall be made on the demand note of the Consolidated Company, to be made to the order of the Bankers or their nominee, to bear interest at the rate of six per cent, per annum, to be payable at the office of the Bankers in the City of New York, to be in such form and to contain such provisions as the Bankers shall require, and to be secured by the pledge of all stock in each of the Subsidiary Companies as set out in Article First hereof. The Bankers shall have, and, in the event of default in the pay- ment of the principal or interest of such note or such temporary advance, may forthwith thereafter, and without delay or notice, exercise, in respect of said security pledged for the payment thereof, all rights and powers of sale conferred by Article Third hereof in respect of the collateral pledged in accordance with this agreement. If the provisions of Article First of this agreement be carried into effect, the amount advanced and remaining unpaid on such demand note shall be deemed part of the advance to be made under this agreement. If such provisions shall not be carried into effect, the Consolidated Com- pany will, prior to January 21st, 1903, pay to the Bankers, at their office in the City of New York, a commission of two per cent, on the amount of Baid temporary advance and a further commission of one per cent, thereon, and payment of said commission shall be deemed to be secured by the col- lateral pledged as security for said note and by all the remedies conferred by said note and by this agreement for the payment thereof. Eighth. At the request of the Consolidated Company, the Bankers are about to instruct such experts, accountants and counsel as in their judg- SALE AND PLEDGE OP SECURITIES. 921 ment the Bankers shall deem proper, to investigate ami report on the busi- ness, property and afl'airs of the Consolitlated Company and of the Sub- sidiary Companies, and the Consolidated Company shall for that purpose, and as soon as practicable and not later in any event than February 20th, 1003, furnish to the Hankers as of December 31, 1902, its general balance sheet, as well as balance sheets of each of the Subsidiary Companies, and also statements in detail, as of said date, of the businet^s, property, in- debtedness and obligations, including outstanding contracts ami otherwise of the affairs of the Consolidated Comjjany and of each of the Subsidiary Companies. The Consolidated Company agrees, on demand of the Bankers, to pay from time to time, as they shall be incurred, the expenses and compensa- tion, in such amounts as the Bankers shall approve, of the experts, account- ants and counsel whom the Bankers shall employ for the purposes afore- • said, and payment of all such expenses and compensation shall be deemed secured, and at the election of the Bankers preferentially secured, by the collateral to be given for the advances to be made hereunder. Ninth. If prior to the 20th day of February, 1903, or such later date as the Bankers may limit, and in accordance with the representations con- tained in sub-divisions (c), (d) and (e) of Article First hereof, but sub- ject to the covenants of Article Second hereof, each of the Subsidiary Com- panies in said sub-divisions specified, f-hall by proper corporate proceedings, in form to l)e approved by counsel to the Bankers, have authorized the issue of the bonds of such Subsidiary Company, in the amount" in said sub-divisions set forth, in such form as the Bankers may approve and con- taining such provisions as the Bankers may require, and have authorized the execution and delivery of a proper mortgage and deed of trust to such trustee or trustees as the Bankers may designate, in such form as the Bankers may approve, and, containing such provisions as the Bankers may require, securing the payment of said bonds as a charge with the priority in said sub-divisions set out, on the property of such obligor and mortgagor company owned and to be acquired, as therein stated, and such mortgage and deed of trust shall have been duly recorded and all things necessary or proper to make said bonds, when issued in accordance with said mortgage and deed of trust, the binding and legal obligations of saiy the Bankers or by others, shall be dpcnied to lie secured, by all collateral pledged under this agree- ment iKiii pd.ssH with the a9. 7,900 '4 shart-a of the Capital Stock of The Kailway Company (par value $100 per share). 750 shares of the Preferred Stock of The Traction Company. (par value $100 per share). .1,500 shares of the Common Capital Stock of The Kentucky Traction Company (par value $100 per share). 7,000 shares of the Capital Stock of The Traction Co. (par value $100 per share). 1,000 shares of the Capital Stock of The Utilities Co. (par value $100 per share). A check for $100,000, certified by a responsible Bank or Trust Company in the City of Philadelphia, will be required to be delivered by the pur- chaser at the time of sale, and settlement of the remainder of the pur- chase price must be made within twenty-four hours of the sale. Trust Company, Trustee. See note to preceding form. Form 1338. NOTICE OF SALE OF STOCK BY TRUSTEE UNDER COLLATERAL TRUST DEED AMERICAN CEMENT COMPANY TRUSTEE'S SALE. Notice is hereby given that default having been made in the pay- ment of interest due April 1, 1912, on the First Mortgage and Col- lateral Trust 5% Gold Bonds of the American Cement Company (of New Jersey), secured by Mortgage and Collateral Trust Agreement, dated No- vember 9, 1899, by said Company to Girard Trust Company, Trustee; the Girard Trust Company, Trustee, by virtue of the power contained in said Mortgage and Collateral Trust Agreement will sell at public auction to the highest bidder at the auction rooms of Samuel T. Freeman & Co., auc- tioneersj 1519 Chestnut Street, Philadelphia, on Tuesday, February 25, 1913, at 2 o'clock P. M., the following: 9,991 shares of the capital stock of the American Cement Company, a corporation of the State of Pennsylvania, of the par value of $50 each, of an aggregate par value of $499,550. • Said shares of stock are a part of the property mortgaged and pledged by the American Cement Company (of New Jersey) to the Gi- rard Trust Company, as aforesaid. The remaining property subject to the mortgage consists of certain lands in the town of Elbridge, Onon- daga County, State of New York, wliich lands will be sold by the Trus- tee as a separate parcel at the time and place hereafter to be announced. Said shares of stock will be sold in one entire lot and not in separate lots. No bid will be received from any bidder who shall not have de- posited as a pledge that he will make good his bid in case of its accept- 928 CORPORATION FORMS AND PRECEDENTS. ance, the sum of $5,000 in money or certified check on a National Bank in the City of Philadelphia; such deposit of any unsuccessful bidder to be returned to him when the property shall be struck down, and the deposit received from the successful bidder to be applied on account of his bid. Upon the acceptance of any bid, $10,000 shall be paid in cash or certified check immediately upon the property being struck down, and the balance of the bid shall be paid within thirty days after the sale. In case any bidder or purchaser shall fail to make good his bid on its acceptance by the Trustee, or shall fail after such acceptance to comply with the terms of sale, then the sum deposited by such pur- chaser in cash, or by certified check, shall be forfeited and shall be applied to the expense of any resale and toward making good any deficiencies or loss in case the property shall be thereafter sold at a price less than that brought at the first sale. Any holder or holders of the First Mortgage and Collateral Trust 5% Gold Bonds of the American Cement Company (of New Jersey) becoming the purchaser or purchasers shall be entitled to turn in, use and apply in making payment of the balance of the purchase money not required to be paid in cash, the bonds or unpaid coupons secured by said mortgage, reckoning such bonds or unpaid coupons for such purpose at a sum not exceeding that which shall be payable out of the net proceeds of sale to the holder or holders thereof for his or their just share of the net proceeds of sale upon due apportionment of »nd accounting for such net proceeds. The amount represented by any such bonds or coupons will be treated as paid only to the extent that it shall be paid out of the proceeds of sale, reserving to the holder or holders thereof such rights as he or they may have to collect the bal- ance unpaid. As provided in the said mortgage, this sale shall be a bar against the American Cement Company (of New Jersey), its successors and assigns, and all persons claiming by, through or under it or them with respect to the shares of stock so sold. The Trustee reserves the right to resell the property upon further notice if the purchaser or purchasers shall fail to make good any pay- ment on account of any unpaid balance of the purchase price as pro- vided in the conditions of sale. For further particulars application may be made to the Trustee. Girard Trust Company, Trustee, Broad and Chestnut Sts., Philadelphia. Counsel for Trustee. See notes to Forms 1310 and 1336, supra. Form 1339. NOTICE OF PUBLIC SALE OF STOCKS. AUCTION SALE. PUBLIC SALE OP STOCKS — NOTICE. To owner and whom it may concern: There will be sold for whose account it may concern, sixty-five (65) shares, or purporting to be SALE AND PLEDGE OF SECURITIES. 929 gixty-five (65) shares, aa represented by certificate number 65, date.l December 10, 1903, of Company 's stock, which company was incorporated under the laws of State of , December 17, 1903. The sale \vill take place promptly on Friday, December L', 1910, at 2:30 p. m., in the oflice of & Co., 419 Bldg., Pittsburg, Pa. & Co. Dated , 19 Bee note to Form 1336, supra. Form 1340. NOTICE OF SALE OF SHARES BY SPECIAL MASTER UNDER DECREE OF FORECLOSURE. NOTICE OF SALE OF THE CAPITAL STOCK OF THE SOUTHERN INDIANA RAILWAY COMPANY. Notice is hereby given tliut pursuant to and by virtue of a precept of sale and a decree of foreclosure and sale made and entered April 24, 1911, by the Circuit Court of the United States for the Northern District of Illinois, Eastern Division, in a certain cause in which Girard Trust Company as trustee under the Deed of Trust, dated July 1, 1905, made by The Chicago Southern Railway Company and The Southern Indiana Railway Company was and is complainant, and The Chicago Southern Railway Company, The Southern Indiana Railway Company, Myron J. Carpenter, as Receiver of the Chicago Southern Railway Com- pany, and Myron J. Carpenter, as Receiver of The Southern Indiana Railway Company, were and are defendants, which cause bears the number 29,344, the undersigned, , as Special Master appointed by the said decree for the purpose of selling the securities therein directed to be sold, will sell at public auction to the highest bidder in Room 228, Grand Central Station, at the Southwest corner of Harrison Street and Fifth Avenue, in Chicago, Illinois, on "Wednesday, the twenty-first day of June, A. D. 1911, between the hours of 12 o'clock noon and one o'clock in the afternoon, the following securities, directed by said decree to be sold, and briefly described as follows, to wit: One hundred and ten thousand (110,000) shares of the capital stock of The Southern Indiana Railway Company, of the aggregate par value of Eleven Million Dollars (.$11,000,000.00). The Special Master will ofifer for sale as an entirety and invite bids upon all of the above described securities, but will receive no bid from anyone who shall not first deposit with him, as proof that he will make good his bid in case of its acceptance, ten per cent. (10%) of the amount of his bid either in cash or by a certified check upon any national bank, state bank or trust company in the city of Chicago, or in the city of New York, or in the city of Philadelphia. The sale will bo made free from any appraisal, right of redemption, stay or extension. 930 CORPORATION FORMS AND PRECEDENTS. ., For a full statement of the terms and conditions of the sale, reference is hereby expressly made to said decree of foreclosure and sale Chicago, May 23, 1911. Special Master, See for foreclosure of corporate mortgages, Cook on Corporations, §§ 832- 850. Form 1341. NOTICE OF PUBLIC SALE OF SHARES BELONGING TO A MUNICIPAL CORPORATION. Public Sale of the aliares of the Capital Stock of the Gas & "Water Company, belonging to the Borough of Carlisle, Penn- sylvania. Notice is hereby given that in pursuance of a resolution of the Town Council of the Borough of Carlisle, Pennsylvania, adopted May 11th, 1911, and approved by the Chief Burgess on May 12th, 1911, there will be offered at public sale in front of the Court House, Carlisle, Penn- sylvania, on June 10th, 1911, at two o'clock P. M., 1811 shares of the capital stock of the Carlisle Gas & Water Company. The stock will first be offered in blocks of one hundred shares, and one block of eleven shares, and all of the bids therefor shall be held. The whole block of eighteen hundred and eleven shares shall then be offered. If the bid for the whole block shall be greater than the total of the bids in parcels, the stock will be knocked down to the bidder for the whole block, otherwise, to the bidders for the parcels. The terms of sale shall be 25% of the purchase price in cash, and the balance on delivery of the stock. The Chairman of the Finance Committee shall conduct the sale, and before any bid is accepted he may require the deposit of a certified check for the initial payment. The right is reserved to adjourn the sale. No bid of less than $42.50 per share will be accepted. Joseph Lockman, Chairman Finance Committee. See note to Form 1336, supra. Form 1342. NOTICE OF EXECUTOR'S SALE OF STOCK. Executor 's Sale of Entire Capital Stock of and Chicago, Riverside & La Grange R. E. Co. Sale of the entire capital stock of these railroads, also practically the entire issue of the bonds of the Suburban Railroad Company together with notes of the above companies, and all claims owned by the Estate of against them, other than receiver's certificates. Sealed bids to be filed with Hon , .Judge of the Probate Court of Cook County, Illinois, on or before 10 o'clock A. M., February 27, 1912, each bid to be accompanied by a certified check for thirty thousand ($30,000) dollars. SALE AND PLEDGE OF SECURITIES. 931 For full particulars as to the terms of the sale with character of the securities and the property, see I'etition of the Executor iu the Probate Court of Cook County and Order entered thereon, January 29, 1912, or see the undersigneil. Executor of the Estate of , deceased. Street, Chicago. Attorney for Executor, Chicago. See for power of executor to sell stock. Cook on Corporations, §§329, 330, 433; Clark & M., Corp., S 601. Form 1343. NOTICE OF ADJOURNED SALE. Adjourned Sale. $400,000. The Company First Mort- gage 5% Bonds. The time for making sealed bids for the purchase of the above men- tioned bonds has been extended by adjournment to January 18, 1912, at ten o'clock in the forenoon. Written bids for these bonds, or any part thereof, should be filed with the I*robate Court of Cook County, Illinois, on or before that date, at which time the l)ids will l)e opened and further bids may be made in open court. For full particulars as to said bids and terms and conditions of said sale, see the decree entered by said court on November 25, 1911, and the undersigned. Executor of the Estate of , deceased. Street, Chicago. Form 1344. NOTICE TO PLEDGOR AFTER SALE OF PLEDGED STOCK. ., 19. ' . . . Company, No Street Gentlemen: Notice is hereby given that the undersijjned did on , the day of , A. D. 19 at o'clock of sail! (late, in the Public Sales Eoom of situated in the City of sell at public vendue, to the highest bidder, the following securities, to wit: bonds for ,^1,000 each, Nos inclu- sive, with all coupons attached, save the coupons which lyer^, due prior 4p 19. . . ., such bonds being first mortgage bonds of The Corporation and having been deposited with as collateral security for the note of The ........ Company, dated , 19...., payable one year after date, for $ , with interest at the rate of . per cent, per annum, 932 CORPORATION FORMS AND PRECEDENTS. payable senii-annuallv to date of redemption; also shares of the capital stock of The Corporation, evidenced by Certificate Xo , now standing in the name of , having been deposited as collateral security for said note. The amount bid for the said shares of stock was Dollars ($ ) per share; the amount bid for the First Mortgage Collateral Trust Bonds was per cent. ( %) of their par value. Tlie sale was conducted by Messrs , Auctioneers, at the Sales Room aforesaid. Yours respectfully, (The above form niay be used where the contract of pledge does not waive notice of s;ile of the pledged securities on default.) See as to the remedies of a pledgee when the debt secured by the pledge is not paid, Cook on Corporations, §§ 476-479; Clark & M., Corp., § 622. Form 1345. PUBLISHED NOTICE TO STOCKHOLDERS OF OFFER TO BUY STOCK UNDER TERMS OF DEPOSIT AGREEMENT. To the Stockholders of the South Side Elevated Eailway Co., Metropolitan West Side Elevate0%) of the cash payable to him under said offer to the purchase of preferre% in Preferred Stock and 37i/>% in Common Stock of the par value of Bonds so offered : Said prospectus to be published at least three successive days, unless subscriptions should be sooner filed, in at least two daily papers in each of the cities of Philadelphia, New York and Pittsburg. If all the Bonds offered by such prospectus shall be taken by outside subscription and paid for or subscribed for by responsible parties, satisfactory to the Tube Company, within ten days after the first publication of said prospectus, the subscribers shall not be required to take up any of the said bonds by them underwritten but shall receive from the proceeds of the sale of said bonds, the return of the ten per cent, cash payments made by the ^underwriters thereon, together with 12yo% in Preferred and 37i/^% in Common Stock. If any of the bonds offered as aforesaid are not taken and paid for or subscribed for by responsible outside parties satisfactory to the Tube Company, within ten days after the first publication of said prospectus, the subscribers will, on the first day of December, 190.'], take and pay for, at par and accrued interest, less ten per cent, of the par value thereof paid thereon, such proportion of such remaining bonds a§ the amount of bonds underwritten by us bears to the total amount of bonds offered by the prospectus. A cash commission of ten per cent, shall be allowed the underwriters, on final settlement, on the par value of all bonds taken and paid for by them. VI. The right is reserved to any subscriber thereto, at any time prior to the public offering above referred to, to withdraw any por- tion of his bonds from such public offering by written notice to the Tube Company, and payment therefor at par and accrued interest (less the 10% cash commission above provided for) ; and in case of such withdrawal and payment the subscriber shall receive his bonds and the accompanying stock, and shall agree not to offer the same for sale prior to Dec. 2nd, 1903. VII. The subscribers consent to the assignment of this contract bv the Tube Company to any financial institution or institutions as collateral security for the loan of money, not exceeding the amount of the par value of said bonds, at any time before the first day of December, 1903, and in the event of such assignment, such financial institution or institutions shall be subrogated to all the rights of the Tube Company under and pursuant to this agreement. YIII. Deliveries and payments shall be made at the office of the Tube Company, , Building, New York City, or at UNDERWRITING CORPORATE SECrRTTTES. 957 such other place as the Tube Company may elect in writing l)y proper notice to the subscribers. Dated this 8th day of October, 1902. Tube Company, By rresident. (Corjjorate Seal) Attest: Secretary. Par Value of Bonds Subscribers. Address. Umlerwritteu. See Keal Kstate Trust Co. v. Riter-Conley M. Co., 223 Pa. 350, where the underwriting agreement in the above form was considered. See notes to Form 1348, supra. See Form 1368, post. Form 1362. LETTER OF DEPOSIT OF UNDERWRITING AGREEMENT IN ESCROW. New York, Dec. 8, 1902. Trust Co., Philadelphia, Pa. Gentlemen: We hand you herewith an original underwriting agreement> dated Oct. 8, 1902, between the Tube Company and certain Underwriters, providing for the sale of $300,000 of the bonds of the said Tube Company, upon terms and conditions as will more fully appear by reference to the said instrument. Pending the maturity of the obligation of the Underwriters on Dec. 15, 1903, it is the intention of the Tube Company to borrow on its note or notes, giving as collateral security therefor, a portion of the bonds so underwritten, and an assignment to the lenders of a proportionate undi- vided interest in all the rights and privileges of the Tube Company under the agreement now deposited with you. You are requested to accept and hold the said agreement in escrow, and not to deliver the same to the Tube Company until you have been duh' advised of the liquidation and payment of the notes so to be issued, of the making of wiiich notes we hereby agree to give you immediate notice. The notes issued to date are as follows: To , Wilmington, Del., amount of note $50,000.00, undivided interest assigned in under- writing, one third; to , amount of note $25,000.00, undivided interest assigned in underwriting, one sixth. Yours truly, Tube Company, By , President. Sfie Peal Estate Trust Co. v. Piter-Conley M. Co. 223 Pa. 350. See Form 13(18, post. 958 CORPORATION FORMS AND PRECEDENTS. Form 1363. CLAUSES FROM UNDERWRITING AGREEMENT FOR BONDS OF CONSTRUCTION COMPANY. ' ' 1. Each member of the Syndicate for himself only and not for any or either of the other members, hereby agrees with the Philadelphia Con- struction Company and with the other members of the Syndicate to pur- chase and take and pay for, on April 1, 1903, at ninety-five per cent, of the par value, so much of said $600,000 of said collateral trust mortgage bonds as is set opposite his signature hereto or such proportion thereof as shall not be sold at public or private sale as herein below provided; the Philadelphia Construction Company hereby agreeing to transfer and deliver, as well to or upon the order of each member of the syndicate who shall make payment as herein agreed full paid common stock of the said Lancaster County Railway and Light Company to an amount at par equal to twenty-five per cent, of the par value of said bonds, and also full paid preferred capital stock of said Lancaster County Eailway and Light Company to an amount at par equal to twenty per cent, of the par value of said bonds by him agreed to be purchased hereunder. "2. The members of the syndicate hereby appoint Messrs. Samuel R. Shipley and William B. Given syndicate managers for the purposes and with the powers herein expressed. "The syndicate managers may at any time on or before April 1, 1903, in their discretion, either personally or through such bank or trust com- pany or banking house as they may elect, offer for sale the said $600,000 •of said bonds at not less than their par value and accrued interest, and after deducting from the proceeds of such sale ten per cent, of the amount realized upon the bonds actually sold, which teL per cent, shall be retained by the syndicate managers for the following purposes, to wit: "(1) For the expenses and commissions paid by the said Syndicate Managers in the sale of said bonds. "(2) To pay to the Philadelphia Construction Company, or upon its order, any unpaid portion of the purchase price of the bonds subscribed for hereunder by the several members of the syndicate. " (3) To pay over the balance to the members of the syndicate pro rata in the proportion of their subscription. "In case the amount of bonds sold as above provided is insufficient to make payment in full of the subscriptions for bonds hereunder made by the members of the syndicate, the same shall be applied on account of such subscriptions and the several members of the syndicate shall and will in such event make payment, to or upon the order of the Philadelphia Construction Company on demand, on April 1, 1903, of the unpaid balance of their subscriptions hereunder, receiving from the Philadelphia Con- struction Company the unsold bonds by them subscribed for hereunder and as well the common and preferred stock to which they will then be entitled. "3. The members of the syndicate hereby severally agree that said $600,000 of bonds subscribed for hereunder may, pending the payment of the subscriptions therefor, be pledged by the Philadelphia Construction Company as collateral security for advances to be made; the Philadelphia Construction Company hereby agreeing to repay such advances out of UXDKRWJilTIXn rORPORATE SECURITIES. 909 the purchase price of said bonds as and when received from the members of the syndicate or the syndicate managers, or both." The above (|iiot('(l matter was construed by the court in I'hila. Const. Co. V. Cramp, 138 Ted. 1,000. A construction comi)any had become possessed of .fiGOO.OOO of collateral trust 50-year, 5% gold bonds of a railway and light company. Being desirous of selling these bonds, the construction com- pany enteied into an agreement with certain persons calleii a "syndicate." The material ])arts of such agreement after reciting the foregoing, are as above qnoteil. See I'orm 1375, post. See note to Form l.'i53, supra. Form 1364. UNDERWRITING AGREEMENT FOR BONDS. the undersigned, hereby agree to subscribe for bonds of the Company, of , of the par value of $ each, and at the rate of Dollars for each $ of the lioiuls, and also hereby agree to sub- scril)e for a similar amount of the Capital Stock of the Company, namely shares of the par value of $ each at the rate of Dollars for each share, and hereby agree to pay for the above subscription, as hereunder indicated; but the above sub- scription is upon the stipulation that Messrs shall make a public issue of the Bonds and Capital Stock of the Company, between the dates of and at the rate of cents on the dollar for the Bonds, and cents on the dollar for the Capital Stock. In the event of the said Bonds and Stock being fully subscribed for, it is hereby understood that as underwriter shall be relieved of the above contract, and that a check for the difference between the underwriter's subscribing price and the price of public is.sue shall be forwarded to, etc. Dates of payment. (Insert particulars of payment.) It is hereby mutually agreed that the above payments may be com- muted at a discount of per cent, per annum. It is further agreed that default in any of the above payments shall render instalments already paid liable to forfeiture. In Witness Whereof have hereunto set hand and seal this day of 19. . . . [Se.\l] Signed and sealed in the presence of: See note to Form 1353, supra. Form 1365. UNDERWRITING AGREEMENT FOR BONDS (ANOTHER FORM). Agreement made this day of , A. D. 19 .... , between Supply Company, hereafter called ' ' The Company," of the first part and all .jiarties signatory to this agreement hereinafter called collectively the "Underwriters" of the second part. 960 CORPORATION FORMS AND PRECEDENTS. VtTiereas, The Company duly executod its first mortgage to Trust Company, as trustee, dated the day of , ]9...., to secure the payment, principal and int«rest, of one hundred lionds numbered from one to one hundred inclusive, of One Thousand Dollars each, payable on the first day of , A. D. 19...., with interest at six per cent, payable semi-annually, both payable in gold; And Whereas some of the bonds secured by said mortgage have been pledged by The Company as collateral security; And Whereas The Company proposes to pay off and cancel the said bonds and to have said mortgage satisfied and in lieu thereof to issue other bonds secured by mortgage of similar amount, and upon the same security, but payable twenty years after date, with interest at five per cent, per annum, and has duly called a special meeting of its stock- holders to authorize the issuance of such bonds, and the creation of the proposed mortgage ; And Whereas in order to enable the Company satisfactorily to conduct its business it is necessary that The Company be assured of the sale of such new bonds; Now This Agreement Witnesseth: that for and in consideration of one dollar ($1.00) each to the other in hand paid, the receipt of which is hereb}- acknowledged, and other divers good and valuable considerations each to the other moving, it is hereby agreed; First, That upon the stockholders of The Company authorizing the cancellation of the outstanding bonds and the substitution therefor of the new issue of bonds as above set forth. The Company will as soon aS' possible thereafter procure the surrender and cancellation of all out- standing bonds dated , 19...., and procure the satisfaction of the mortgage by which they are secured and the issuance of other bonds not exceeding the aggregate of One Hundred Thousand Dollars, to be secured by a mortgage of similar amount and upon the same security, and payable twenty years from date with interest at five per cent, per annum. Second, That upon the stockholders of The Company consenting to the cancellation of the existing bonds and the substitution and creation of other bonds therefor, as herein stipulated, the Underwriters will purchase from The Company and The Company will sell to the Underwriters, at the expiration of two years from the date of such new bonds, all of such bonds which shall not have been sold by the Company, for the price or sum of eighty-five per cent, of the par value thereof. Third, Should The Company be unable to cancel the existing outstanding bonds for any cause whatever and fail to procure the substitution of other bonds therefor, as herein stipulated, the Underwriters will purchase from The Company and The Company will sell to the Underwriters at the expiration of two years from the date hereof, all the existing Itonds of The Company dated the first day of , A. D. 19 , and not theretofore sold for the price or sum of eighty-five per centum of the par value thereof. Fourth, Such payment shall be made by the Underwriters upon the written request of the Treasurer of The Company, who will issue a truot / UNDERWRITING CORPORATE SECURITIES. 961 receipt for tbo money calling for Ibo delivery of a properly executed boml within ten days from tho payment thereof. Witness the Seal of The Company duly attested by the signatures of its President and Secretary and the hands and seals of the Underwriters the day and year first alcove written. Supply Company, [Corporate Seai,] President. Attest : Secretary, Signed, .sealed and delivered in tho presence of; [Seal] [Seal] [Seal] See note to Form 1353. supra. Form 1366. AGREEMENT TO UNDERWRITE DEBENTURES. An agreement made the day of , 19 .... , be- tween , a corporation organized under the laws of , (hereinafter called the " Com- pany ") of the one part and the Bank, a corporation organized under the laws of , (hereinafter called ' ' the Bank") of the other part, Whereas, the Company is about to create and issue $ of debentures carrying interest at the rate of per cent per annum, and has proposed that the Bank shall invite subscriptions therefor : Now it is hereby agreed as follows: 1. The Bank shall invite public subscriptions for the said $ of debentures of the Company. 2. The said debentures shall be constituted and secured by a trust deed, to be approved by the Bank before the prospectus is issued, as herein- after provided an.d the Bank shaH be nominated and appointed Trustee under said trust deed. The Company shall pay the expenses of and incidental to, the preparation and completion of .such trust deed. 3. The Bank shall invite subscription as aforesaid by the issue, publi- cation, and circulation of a prospectus, a copy whereof is hereto annexed and marked Exhibit "A" with such modifications, if any, as the parties hereto may agree upon, 4. The said prospectus shall be issued by the Bank on or before the day of next, or so soon thereafter as said trust deed shall have been approved as aforesaid. 5. If within fourteen days after the issue of saiil prospectus there shall be any part of the issue of $ debentures which shall not have been subscribed for, and taken up, by the general public in response to the said prospectus, the Bank shall itself subscribe for and take up, or procure 962 CORPORATION FORMS AND PRECEDENTS. responsible persons to subscribe for and take up such part on the footing of the said prospectus. 6. The Bank shall pay all the expenses of printing, publishing and circulating the said prospectus, and all expenses of underwriting and broker- age, and all other expenses in relation to the underwriting and issue of said debentures, except the costs and fees of the solicitors of the Company and the preparation of the trust deed aforesaid. 7. Within days after the allotment of the debentures the Bank shall pay over to the Company all the moneys received by the Bank in respect of said debentures, and all moneys sub- sequently received in respect of said debentures within days after the receipt thereof. S. In consideration of the foregoing obligation undertaken by the bank, the Company shall on or before the day of , 19. . . ., pay to the Bank a commission of per cent, on, the par value of such debentures so to be offered for public sub- scription, and that whether the same shall or shall not be wholly taken u]i b}' the public. In Witness Whereof, etc. See Form 1353, supra, and notes thereunder. Form 1367. AGREEMENT BETWEEN TRUST COMPANY AND UNDERWRITERS FOR ADVANCE TO CORPORATION. This agreement made this 15th day of December, A. D. 1902, by and be- tween Trust Company (hereinafter called the ' ' Trust Company"), of the first part, and the persons who shall subscribe their names hereto (hereinafter called the "Underwriters"), of the second part, witnesseth- WTiereas, it is intended to secure underwriting for not exceeding three hundred and fifty thousand ($350,000) dollars par value of the five per centum (5 per cent.) twenty year first mortgage sinking fund gold bonds of the Automobile Company, a corporation organized and existing under and pursuant to the laws of the state of New York, and to make arrangements with the Trust Company whereby it will make ad- vances to the amount of such underwriting: and. Wheve-ds, the Trust Company, at the request of the Underwriters, and in part consideration of the execution and delivery of these presents, is about to advance to the Underwriters, or to their nominee, the sum of not less than three hundred and fifty thousand ($350,000) dollars upon the terms and conditions hereinafter set forth, and upon security of the collateral hereinafter mentioned, and of the undertakings of the several Underwriters hereinafter contained; and. Whereas, each accepted underwriting for ten thousaTid ($10,000) dollars of said first mortgage bonds shall entitle the Underwriters thereto to ten thousand ($10,000) dollars of such bonds, and also to ten thousand ($10,000) dollars of the seven per centum (7 per cent.) preferred stock of the said Automobile Company, and also to ten thousand ($10,000) dollars of common stock of the said Auto- UNDERWRITING CORPORATE SECURITIES. 963 mobile Company, and suljsoriptions for larj^cr ami smaller ariioiints Khali participate in like pro[)urtiou: Now, therefore, the parties hereto, in consideration of the premises, and each in consideration of the aj^reements of the other herein contained, do hereby and severally agree as follows : Pirst. The Trust Company will from time to time on and after the first day of October, 1902, and in such installments as may be requested by the board of directors of the said Automobile Company, pay a total aggregate sum of not exceeding three hundred and fifty thou- sand ($350,000) dollars to the said compjftiY. Second. The Trust Company shall receive interest upon the said loan of three hundred and fifty thousand ($350,000) dollars from the first day of October, A. D. 1902, at the rate of six per centum (6 per cent.) per annum, and shall receive as a commission and as compensation for services hereun- der, a sum equal to three per centum (3 per cent.) upon said total sum of three hundred and fifty thousand ($350,000) dollars. Third. P]ach of the Underwriters agrees for himself only, and not for any other or either of the others, that he will at any time after twelve (12) months from October 1, 1902, upon demand, forthwith repay to the Trust Company the amount <3et opposite his signature hereto, together with ac- crued interest thereon, and that the Trust Company shall have the right, in the event of default in payment by any Underwriter, to forthwith proceed against him to recover such amount and the interest thereon, and that the Trust Company shall have the right to enforce such personal liability until the full amount of said loan, with interest and costs, shall have been recovered by the Trust Company, without recourse to any other party, and without recourse to any collateral security being first had and required. Fourth. The underwriters will deposit or cause to be deposited with the Trust Comjjany, as collateral security for the repayment of said loan, or advances, and such interest and commissions, and for the reimbursement of the Trust Company for any and all expenses which the Trust Company may incur by reason of any breach of this agreement on the part of the Underwriters, or any of them, the bonds and shares of the capital stock of the said Automobile Company in amounts as follows : five per cent (5%) gold coupon notes of said company secured by a mort- gage which shall be a first lien on all the real estate, plants, franchises and all other assets of the company to the amount of three hundred and fifty thousand ($350,000) dollars, par value, and being all the obligations of said Company secured by said mortgage: Seven per cent. (7%) preferred stock to the amount of three hundred and fifty thousand ($350,000) dollars, par value, common stock to the amount of three hundred and Mty thou- sand ($350,000) dollars, par value. Fifth. The Trust Company may, from time to time as they shall become due, detach the interest coupons from the afore-mentioned bonds, or from such of them as shall not have been disposed of under the provisions of this agreement, and shall collect the same, and the sums so collected shall thereupon be placed to the credit of the Underwriters. Sixth. The Trust Company may from time to time until such time as the said advances and loans shall be fully repaid to the Trust Company, with all interest due thereon, and all charges which by this agreement may be incurreil by the Trust Company, sell at private sale the afore-mentioned 964 CORPORATION FORMS AND PRECEDENTS. shares of the capital stock of said corporation at such prices satisfactory to the Trust Company for the several classes of securities as may be desig- nated in writing by and , or their nominee, and the proceeds of any and all sales made by virtue of the pro- visions of this agreement shall be applied (1) to the repayment of the amount due to the Trust Company upon said loans and advances, and for interest and charges, and (2) the surplus of such proceeds, if any, shall be distributed among the Underwriters and their assigns, pro rata, in accordance with the amounts set opposite their signatures hereto, when said loan, together with interest and charges as herein provided, shall have been paid; provided, however, that the Trust Company shall be entitled to receive interest at the rate hereinbefore provided upon the entire amount of three hundred and fifty thousand ($350,000) dollars for a period of at least three months. Seventh. In case the Underwriters, or any of them, shall neglect or refuse to keep any or all of their agreements and promises hereinbefore contained, it shall be lawful for the Trust Company to sell the whole or part of the aforesaid bonds and shares in the capital stock of said corporation at public auction, first giving notice of the time and place of such sale by advertise- ment for the period of ten days in some one of the public newspapers pub- lished in said city of New York; and upon any such sale or sales the Trust Company is hereby authorized to make and execute any and all instru- ments and do any and all things necessary to vest in the purchaser at such sale a valid title to the shares so sold; and no purchaser at any such sale shall be required to inquire into the necessity of any such sale, nor to see to the application of the purchase money; and upon any such sale or sales the proceeds thereof shall, after the payment of all expenses incidental to such sale, including reasonable counsel fees, be applied by the Trust Company in the manner and for the purposes provided in the sixth para- graph of this agreement. Eighth. And whenever the Trust Company shall have been fully repaid to the amount of the said loan or advances, together with all other sums of money which may become due to the Trust Company by virtue of the pro- visions of this agreement, the bonds and shares in the capital stock of said corporation, if any, then in the possession of the Trust Company, f-hall, by the Trust Company, be transferred and delivered to the Underwriters in proportion to the amounts set opposite their signatures hereto, the ex- pense, if any, attending such transfer, to be borne pro rata by the Under- writers, and in the making of such transfer and delivery due regard being had to any equities that may have arisen between the Underwriters or any of them arising from the performance of their agreements herein contained by some of the Underwriters and the non-performance of their agreements in whole or in part, by others of the Underwriters. Ninth. This agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors, and assigns of all the ])arties hereto, and the counterparts hereof, and each of them shall have the same force and effect as the original. Tenth. This agreement shall not be binding upon any of the parties until Underwriters to the aggregate amount of three hundred and fifty thousand ($350,000) dollars shall have duly executed the same. In Witness Whereof, the Trust Company has caused its corporate seal +0 UNDEKWIUTING CORPORATE SECURITIES. 965 bo hereto affixed and these presents to be executed by its proper oflicers thereunto duly authorized, and the Underwriters have hereunto set their names, as well as their proper post-office addresses respectively, and the amounts agreed to l)e paid by them respectively, as hereinbefore provided, the day and year first above written. Trust Co., By , N'ice Pres. [Corporate Seal] Attest : Secretary. Names of Underwriters. Address. Amount to be paid. $. The above agreement was involved in Warburton v. Trust Co. of America, 182 Fed. 769. Form 1368. SUPPLEMENTAL UNDERWRITING AGREEMENT. Whereas, the subscribers hereto did, by an instrument in writing dated ."iOth day of November, 1901, agree with the party of the first part to purchase bonds of the Eastern Tube Company in a total amount of $250,000, in the respective proportions and on the terms as by refer- ence to said underwriting agreement will more fully appear; and Whereas, by the terms of said underwriting agreement it was pro- vided that, if the said bonds were not sold for account of the under- writers prior to October 2, 1902, they should be offered for public sub- scription, and in the event of any of the said bonds not being sub- scribed, taken, and paid for by responsible purchasers within 10 days after the first publication of the prospectus making such public offering, the subscribers would, on the 2d day of January, 190.3, take and pay for, at par, such a proportion of such remaining bonds as the amount of bonds underwritten by them should bear to the total amount of bonds offered by the prospectus; and Whereas, it has been determined, because of the present high rates for money, and for other reasons, that it is inexpedient to make such public offering at this time: Now, in consideration of the sum of $1.00, in hand paid by the party of the first part to each of the subscribers hereto, the receipt of which is hereby acknowledged, and of other good and valuable considerations, it is mutually covenanted and agreed: First. That the said underwriting agreement of November HO, 1901, be, and the same is hereby, modified to provide that such public offer- ing shall be deferred to a date to be fixed by the party of the first part, not later than October 15, 190.'!, and shall then be made in tho manner provided by said underwriting agreement, and that such of said bonds as are not subscribed, taken, and paid for on such public offering shall bo paid for by the subscribers hereto on the 15th day of December, 190.3, instead of the 2d day of January, 190.3, save and except that each subscriber hereto and to said agreement of November 966 CORPORATION FORMS AND PRECEDENTS. oO, 1901, in consideratiou of the above-mentioned extension, berebj agrees to take up 50 per cent, of the amount of bonds heretofore under- written by him, and to pay for the same at par and accrued interest on or before the 15th day of December, 1902. All checks to be payable in New York funds to the Eastern Tube ("ompany at its office iu New York. For such payments the subscribers shall receive bonds of the Eastern Tube Company at par, with 25 per cent, in preferred stock and 75 per cent, in common stock of the amount of such payments. In addition to the above-mentioned payment of 50 per cent., each sul>- scriber hereto agrees to pay such sum as will entitle him to a full $1,000 bond and accompanying stock, in cases where an even payment of 50 per cent, would involve the delivery of a fractional part of a bond. Second. And it is mutally covenanted and agreed that the said un- derwriting agreement of November 30, 1901, shall be and continue in full force and effect as to all the provisions thereof not herein specific- ally mentioned. Witness our hands and seals this day of , 19. . . . [Seal] [Seal] See Eastern Tube Co. v. Harris, 140 Fed. 519, where the terms of the subscription under the original underwriting are set forth. See Forms 1361, 1362, su]^ra. Form 1369. UNDERWRITING AGREEMENT FOR REORGANIZATION OF A CONNECTICUT CORPORATION. This agreement, made this day of , A. D. 19...., between , party of the first part; and , the Reorganization Committee of the (hereinafter called the "Reorganization Committee"), party of the second part; acting herein by , its Chairman. Witnesseth: Whereas for the purpose of a reorganization of the affairs of the , the party of the second part has promulgated a plan for the reorganization of said Company, together with a reorganiza- tion agreement, a copy of which is hereto attached, marked Exhibit "A," and reference made thereto as a part hereof; and Whereas, in order to carry out said plan of reorganization it has been found necessary for the Reorganization Committee not only to procure the sum of dollars mentioned in said plan, but additional moneys with which to liquidate indebtedness of the , which has been found to exist, but which was not known or mentioned in said plan; and Whereas the Government »f has by legislation arranged to guarantee a proposed loan obtained by the party of the first part in a sum not exceeding dollars under the terms and con- ditions of a certain agreement, deed of trust and guaranty referred to herein and made a part hereof, marked Exhibit "B"; Now, therefore, it is agreed by and between the parties hereto, that UNDERWRITING CORPORATE SECURITIES. 967 the party of the first part iu tlie manner ami upuii the terms au.l couditions hereinafter set forth, will agree to subscribe to, and does hereby subscribe to, the underwriting provided for in the said plan of reorganization, or as the same may be changed in order to carry out the terms thereof, sucli an amount as when added to the other underwriting paid in under the terms of said plan of reorganization, will make a total of dollars of underwriting to the said plan and will furnish tlie said party of the second part with the amount necessary to complete and carry out the said reorganization plan upon such Reorganization Committee complying with the terms and condi- tions hereafter set forth to be performed by it. It is understood and agreed that the said party of the fir^t part shall be permitted to turn in as part of said dollars all interest of parties participating in the so-called Syndicate, which the said party of the first part shall have purchased, also any claims against the said or against any of its subsidiary Com- panies, which may be duly assigned to said party of the first part. The party of the first part shall not be bound by any of the condi- tions of this contract to pay any outstanding secured claims, either as against the said or any of its subsidiary Com- panies, the owners of which may bind themselves by agreement with the Reorganization Committee or with the new Company to extend the time of payment upon the security of the collaterals or liens now attached to said claims for the period of three years. It is understood, however, that this shall not apply to more than dollars of secured claims. And whereas the said plan of reorganization i)rovides that "the Connnittee on behalf of the underwriters also offer to each stockholder of the old Company the privilege of exchanging his stock in the old Company for stock in the new Company" on payment of dollars per share, it is understood and agreed that in ascertaining the exact amount of cash or contribution to the Reorganization plan which will be required from the party of the first part under the terms of this agreement, an amount equal to the total amount of the funds realized by virtue of the payment of dollars per share arising from the deposits of the stockholders of the under the said plan of reorganization and the payments of other under- writers shall be first deducted, and also all other moneys or resources of said Committee available for the purpose of carrying out said plan of Reorganization, subject to the plan of Reorganization. It IS further understood and agreed between the parties hereto that the party of the first part guarantees the Reorganization Committee that after all expenses, fees and commissions of the reorganization have been paid, the new Company or Corporation to be formed as successor of the Reorganization Committee shall have a clear capital of dollars in cash, over and above and exclusive of raw material and other assets on hand. Provided that, if in order to furnish such cash working capital it becomes necessary for the party of the first part to pay a sum of money in excess of the dollars hereinbefore named, the said party of the first part shall be entitled to receive for such additional sum as it shall be required to pay over and above the 968 CORPORATION FORMS AND PRECEDENTS. dollars an equivalent amount of the first mortgage bonds reserved for the Treasury under the plans for the new Company at the price of per cent, of the face value thereof. In consideration whereof the Reorganization Committee agrees that upon receiving all the securities which the pledged with for loan, and which securities are now in possession of , it will deliver or cause to be delivered to of , hereinafter called "Trustee for Secured Loan," all the stock, bonds and other securities of the and all the stocks and bonds of the and the note of the for $ which matured , 19 , endorsed by the and the and secured by mortgage on certain vessels and shipping property, to be used as collateral by the party of the first part to procure a loan of dollars ($ ) for two (2) years; and the Reorganization Committee also agrees, upon the performance of the conditions just stated, to deposit with tho "Trustee for Secured Loan" the amount of first mortgage bonds, income bonds and stock of the new Company, which a payer of the sum of $ in money under the plan of reorganization would be entitled to receive for underwriting such amount of first mortgage bonds, income bonds and stock, to be accurately determined when the number of shares of stock of the upon which the $ assessment has been paid by the stockholders under the plan of reorganization has been ascertained and when the exact amount of underwriting under said plan, other than that of the party of the first part, has also been ascertained. The party of the first part hereby expressly covenants and agrees to pay the said loan of $ so to be obtained by it thirty days before the due date of said loan, and immediately upon such payment to deliver to the Trustee to be appointed by the new Company under the mortgage to secure its first mortgage bonds, the said bonds and stock of the and of the and the said note for $ with its collaterals; the party of the first part, upon such payment and delivery of bonds and stock and the said note for $ with its collaterals as stated, is to receive from the "Trustee for Secured Loan" said first mortgage bonds, income bonds and stock of the new Company deposited as aforesaid by the Reorganization Com- mittee or its successors with the "Trustee for Secured Loan." It is understood and agreed between the parties hereto that in the event of failure of the party of the first part to pay such loan, at least thirty days before maturity or at least thirty days before the due date of renewal, which renewal shall not exceed two years, while the said Reorganization Committee, or its successors or the new Company shall have no liability to pay the said sum of dollars ($ ) and interest, it shall have the right at the maturity of said loan to pay the said sum of dollars ($ ) and interest to whom it may be due, and upon such payment to require and obtain the return of the said stocks and bonds of the and of the , and said note for $ with its collaterals and of the stocks and bonds of the new Company. Pending the running of said loan, and until its maturity or paymer.t^ UNDERWRITING CORPORATE SECURITIES. 909 as just described, all the stocks and bonds of the said , and all the stock and bonds of the , and said note of $ with its collaterals, and said stocks and bonds of the new* Company repre- sented by the dollars ($ ) underwriting, shall be de- posited with the , of , "Trustee for Secured Loan," as further collateral for said loan. If said loan is repaid by the party of the first part, the said trustee shall deliver to it all the bonds and stocks of the new Company held by the Trustee, and to the Trustee under the first mortgage to be given by the new Company, all the stock and bonds of the and of the and said note for $ with its collaterals. If the Reorganization Committee or its successors, or the new Com- pany, pays such loan, it shall receive delivery of all of the securities held by the Trustee for the secured loan, except the said stocks and bonds of the and said note for $ with its collaterals, which shall be delivered to the said first mortgage trustee of the new Company. If neither the party of the first part nor the Reorganization Committee nor the new Company pays the said loan, and the payment thereof devolves upon any guarantor thereof, then the collateral shall be exposed to public sale by the Trustee for the Secured Loan in the manner provided by law for such sale, and so much thereof sold as may be necessary to make whole the guarantor, and the remainder of the securities, if any, shall be de- livered to the Reorganization Committee or its successors or to the new Company, except the securities of the remaining and said note for $ with its securities, if any, which shall be delivereil to the first mortgage trustee of the new Company. It is further agreed and understood between the parties hereto that should any underwriter, subscriber to bonds, or shareholder, after said plan of reorganization has been declared operative by said Reorganization Committee other than the request the withdrawal of his underwriting or subscription to stock or bonds, the Reorganization Com- mittee may, in its discretion, grant such request without affecting the binding force and eflPect of this agreement. It is further understood and agreed between the parties of this agree- ment that the party of the first part hereby guarantees the Reorganization Committee and its successors and the new Company that it will perform the conditions imposed by the Government of and required of said Company by it to their guarantee of the payment of the loan of dollars ($ ), said condition being satisfactory to the Reorganization Committee, its successors or the new Company. It is further agreed and understood that the said party of the second part will co-operate with the said party of the first part in endeavoring to secure compliance with the conditions named by upon which said agree to turn over, upon the payment of their said loan, the securities pledged with said by the It is further agreed and understood that upon the performance of this agreement the said party of the first part shall be treated as a subscriber to the said underwriting agreement for the sum of dollars less only the amounts subscribed to such underwriting agreement by other parties than said first party, and entitled to all the securities of the new Company under the spid underwriting agreement, upon such subscription. 970 CORPORATION FORMS AND PRECEDENTS. lu Witnoss Whereof, the said and the Reorganiza- tion Comniittee have caused these presents to be dvdy executed the day and year hereinbefore- first written. Company, By Its Vice-President [Seal] Chairman of Eeorganizati6n Committee. , (Exhibits "A" and "B" attached.) (Although the above agreement is anomalous in some respects, it is be- lieved that many valuable features will be found therein, which would be useful in the reorganization of corporations generally.) See notes to Form 1353, supra. See for Reorganization of Corporations, Chapter XXXV, post. See for instrument pledging securities referred to in above form, Form 1331, supra. Form 1370. UNDERWRITING AGREEMENT FOR BONDS— UNDER- WRITERS TO RECEIVE STOCK BONUS. This agreement, made this day of , 19 .... , by and between & Company, party of the first part, and the subscribers hereto, severally, each for himself and not one for the other, parties of the second part, hereinafter called ' ' Subscribers : ' ' Whereas, The Power Company has been incorporated under the laws of the State of , for the purpose of owning, constructing and operating a water power on the River to develop electric energy for distribution throughout a large section of Wisconsin, and has a total authorized capital stock of $3,000,000, all common, divided into 30,000 shares of $100 each, and a total authorized issue of $5,000,000 of bonds, said bonds being dated May 1, 1911, of $1,000 and $500 denominations, maturing May 1, 1941, bearing interest at the rate of 5% per annum, payable semi-annually — May 1st and November 1st — and secured by first lien upon the franchises, rights and property of said The Power Company. (The Trust Deed will provide that the escrow bonds shall be taken down from time to time, under its terms, for betterments, additions, improvements, etc., at the rate of 80% of the cost. A sinking fund will be established for the retirement of these bonds beginning May 1, 1917, and continue for a period of ten years, of 1% of the bonds then outstanding, and lVj% thereafter) ; and, WTiereas, it will require the proceeds of approximately $3,000,000 of said bonds to install the hydro-electric development mentioned; which bonds, together with certain of the stock, the party of the first part has acquired through contract; and Whereas, said party of the first part is desirous of having underwritten said bonds and is offering the same for subscription to the subscribers upon the terms and conditions hereinafter set forth; Now, Therefore, In consideration of the premises and of the mutual covenants and agreements herein contained, said parties have mutually agreed as follows, to wit: UNDERWRITING CORPORATP] SKCI'RITIES. 971 First — The undersigned Subscriljers hereby suljNcril e and agree with the party of the first part to take and to pay for at the rate of nine hun- dred ($900) dollars per bond and accrued interest the number of the said First Mortgage Bonds of The Power Company set opposite their respective names, proviiled there shall be also delivered to them, or for their account, at the tiine ami in the manner hereinafter pro- vided, $ijOO of the capital stock of saiil The Power Company with each one thousand dollar bond of said company. (The delivery of said stock to be made to each subscril>er hereto after the com- pletion of his final payment.) Second — Payments of sui)Scrii)tions shall be maiie as and when called for by the party of the first part, said calls to be made as money is required for the purposes herein mentioned. The first call for funds under this agreement shall not be greater in amount than 10% of the total amount of each su1)scription. Subsequent payments shall be made upon two weeks' notice to the Subscribers. It is mutually understood and agreed that funds will not be called for at any one time in an amount greater than twenty per cent (20%) of each subscription, and that not more than fifty per cent (50%) of the total amount of each subscription will be called during the calendar year 1911. Third — Upon payments being made hereunder, the party of the first part shall deliver to the Subscribers First Mortgage 5% Bonds of The Power Company upon the terms herein provided; however, pending the issuance of the permanent bonds, Subscribers will receive a temporary re- ceipt, bearing interest at the same rate as the bonds, which will be taken up and canceled upon the delivery of the permanent securities. All cou- pons due before the date of delivery of said bonds shall be canceled and interest adjusted and paid as of the date of each cash payment. In case of the failure of any subscriber to make any of the paj-ments provided hereunder, the party of the first part shall have, and in their sole and ex- clusive discretion may exercise for the benefit of any of the Subscribers hereto, the right to exclude such subscriber from all interest hereunder; and in their discretion, and in such manner as they may see fit without any proceeding either at law or in equity, they may dispose of such Subscriber's participation hereunder, or of any interest or right of said Subscriber in or to any stock certificates or bonds — at public or private sale — and said party of the first part, or any party hereto, may become purchasers thereof. Fourth — Nothing herein contained, or otherwise, shall constitute the par- ties hereto partners, or shall render any one of the Subscribers liable for any other, nor lia])le for anything except the payment of the amount of cash subscribed by him as herein provided. On signing this agreement, each Subscriber shall indicate opposite his name the total sum of his cash subscription and the amount of bonds subscribed for. Each Subscriber shall be called upon to make payments to the amount of his subscription only, and shall be responsible for the full amount subscribed by him regard- less of the performance or nonperformance by any other Subscriber. Fifth — Xo assignment of any interest hereunder shall be valid as against any of the parties hereto unless executed in a form and m.nnner to be ap- proved by the party of the first part. Any person or persons accepting 972 CORPORATION FORMS AND PRECEDENTS. an assignment of any interest hereunder shall become and be bound by the stipulations of this agreement. Sixth — Each Subscriber hereto agrees and covenants with every other Subscriber, and with tne party of the first part, that he will hold his bond for a period of three years from the date of the first payment of funds under this agreement, for the mutual protection of each and every Subscriber hereto; and the party of the first part shall have full power to sell the said bonds before the termination of this agreement upon such terms and at such times and for such prices as they may deem best, pro- vided that, without the consent of the Subscribers whose participating sub- scriptions amount to at least two-thirds of the total participating subscrip- tions, no sales of any bonds shall be made at less than 94.6% of the face value thereof and accrued interest, in cash, less a selling commission of 1%%, which will be considered compensation to the party of the first part in full. Any Subscriber may withdraw from sale at the time of signing this agreement, or at any time thereafter, with the consent of the party of the first part, the whole or any part of the bonds subscribed by him. The conditions of the withdrawal of such bonds are to be satisfactory to the party of the first part and in accordance with such reasonable limita- tions as may be prescribed by said party of the first part at the time of such with > -i».... To The Trust Company: I, (we), the undersigned, hereby subscribe for and purchase the fol- lowing named shares of the Common and Preferred Stock of The Company, that is to say: shares of Preferred Stock of the par value of One Hun- dred Dollars ($100.00) each, and shares of Common Stock of the par value of One Hundred Dollars ($100.00) each, at and for the price of ($ ), for which amount I (we) here- with enclose a check to the order of The Trust Company, hereby authorizing and directing said Trust Company as follows: If the said Trust Company shall have received on or before the Thirtieth day of March, 1912, subscriptions to the above mentioned stock to the total amount of One Hundred Thousand Dollars ($100,000) in cash, it is thereupon authorized and directed to pay the above men- FLOTATION OF CORPORATE SECURITIES. 995 tioned amount of Dollars ($ ) to the Treasurer of The Company, and to hold for me (us) certificates for the above mentioned Preferred and Common Stock to be delivered to me (us) in exchange for the receipt of sai, 1911, deliverable on or about that date, on three days' previous notice, ami payable in New York funds, at the oflice of , & Co., Street, New York as follows: $10 per share on application, $90 per share on May 2.3, 1911. The subscription will be closed at 3 P. M. on Monday, May 22, 1911, or earlier, the right being reserved to reject any application or to award a smaller amount than applied for. Delivery will be made in the form of temporary certificates, ex- changeable for definitive stock certificates wh(n ready. Application wmU be made to list the Preferred Stock upon the New York and Chicago Stock Exchanges. & Co. & Co. St., New York. and Sts., Chicago. See for articles of incorporation of the company referred to in above form, Form 157, supra. See notes to Form 1381, supra. Form 1390. PROSPECTUS FOR PREFERRED STOCK. $8,000,000. Company. Seven Per Cent. Cumulative Preferred Stock. , Preferred as to both Assets and Profits. Par Value of Shares $100. Quarterly dividends payable the first days of January, April, July and October. Kedeemable as a whole at the option of the Company on any dividend date at 115 plus accrued dividend. Sinking Fund provisions for purchase or ultimate redemption at 115. Capitalization. To be Authorized. Presently Issued. 7% Cumulative Preferred Stock $10,000,000 $8,000,000 Common Stock 12,000,000 (about) 9,000,000 Statements regarding this issue of preferred stock and the business of the Company are based upon the accompanying letter signed by , Esq., Secretary and Treasurer of the Company, by authority of the Board of Directors. Mr has summarized some of the statements in this letter as follows: "1. Business established in 1853, and after 58 years of continuous growth the concern ranks as one of the principal manufacturers of agricultural implements in the United States. 998 CORPORATION FORMS AND PRECEDENTS. < < I '2. Interests closely connected with the enterprises are purchasing over $2,500,000 common stock at par. ' ' 3. The above $8,000,000 of preferred stock and part of the common stock are to be issued in payment for the properties, assets, effects and businesses of the Thresher Company and , & Company. The combined assets, based on an independent appraisal and independent accountants' report, after adding certain items specified in the accompanying letter and deducting current liabil- ities, will aggregate over $18,000,000, or over £1/4 times the total present issue of preferred stock, and the net current assets alone will equal more than 1 1-3 times the preferred stock, as set forth in said letter. "4. The combined net earnings for the four years ending December 31, 1911 (1911 partly estimated), will average $910,029, and for the year ending December 31, 1911 (partly estimated), will amount to $1,350,000, the latter figure being about 2l^ times the dividend require- ment on the present issue of $8,000,000 of new preferred stock. "5. Based on orders already booked and on requisitions from mana- gers in the field, the net earnings for the year ending December 31, 1912, will probably be in excess of $2,200,000, or 271^% on the present issue of new preferred stock, that is, will probably be nearly four times the dividend requirements. The Company's plants at , , have been working night and day for the past nine months, and have been unable to fill many orders by reason of limited manu- facturing facilities. "6. The Company cannot mortgage any of its property without the consent of three-fourths of the preferred stock. "7. A Sinking Fund is to be created out of earnings for the retire- ment of said preferred stock. During the first two years, the annual credit to this fund is to be $200,000, and thereafter annually at the rate of 3 per cent, on the largest amount of preferred stock thereto- fore issued, and, in addition, an amount equal to the amount of cash dividends which may be declared on the common stock in excess of $800,000 per annum, and further as described in the accompanying let- ter. This sinking fund is to be applied from time to time to the pur- chase of preferred stock at not exceeding 115 and accrued dividends, or, in case no such purchases can be made, accumulated for the ulti- mate redemption of entire issue at 115." The plants of the three Companies are located at , and , and have been appraised by the Appraisal Co. of An audit of the books of account of the three companies has been made by Messrs , & Co., as stated in the accompanying letter. The legality of the proceedings for the issue of the above preferred stock has been approved by Messrs , & , as Counsel for the Bankers, and Messrs , , & , as Counsel for the Vendor. Copy of provisions governing rights and preferences of Preferred Stock will be furnished on application and reference thereto is made for all details. A simultaneous offering will be made in Amsterdam by & Co. FLOTATION OF CORPORATE SECURITIES. 999 Application will be made to list the preferred stock on the New York Stock Exchange. ilaving placed a large amount of this issue here, and in Europe, wc will receive subscriptions for the unsold balance at 97^ and accruing dividend. The sub.scriptions will be opened on Friday, December 1, 1911, at 10 o'clock and closed at 3 o'clock P. M. the same day or earlier at the option of the undersigned Bankers. The right is reserved to reject any application and to allot a smaller amount than applied for. Pay- ment in full to be made upon allotment. Subscription blanks may be obtained from the undersigned. & Co., Street, New York. & Co., St., New York. St., Chicago November 27, 1911. See for capital stock clause in charter of above mentioned corporation, Form 1054, supra. SECRETARY AND TREASURER'S LETTER CONCERNING PRE- FERRED STOCK ISSUE. Company. November 27, 1911. Messrs & Co., Street, New York. Messrs & Co., Street, Chicago. Dear Sirs: — In compliance vdth your request, I now beg to confirm to you aa Syndicate Managers by authority of the Board of Directors the fol- lowing information regarding the Company and the new issue of $8,000,000 Seven Per Cent. Cumulative Preferred Stock. The present issue of preferred stock together with part of the com- mon stock will enable the Company to purchase the prop- erties, assets and business of the Thresher Company and & Company. The Compatiy has duly called for the redemp- tion on March 1st, 1912, its outstanding debentures (original issue $1,000,000 face value) and has directed sufficient assets to be set aside to pay the same. It has likewise called for redemption at 105, its prior issues of preferred stock, and for that purpose assets have also been directed to be set aside. There is no mortgage upon the Com- pany's property and upon the payment of the debentures and out- standing preferred stock, the Company will have no funded indebted- ness, and the capitalization will be as follows: To be presently Authorized. issued. 7% Cumulative Preferred Stock $10,000,000 $8,000,000 Common Stock 12,000,000 (about) 9,000,000 Arrangements have been made for the purchase by interests closely connected with the properties of over $2,500,000 of the common stock at par. 1000 CORPORATION FORMS AND PRECEDENTS. Business. The business of the Company was established in 1853, and the plants of the Company are located at , After 58 years of continuous growth and constantly increasing profits, the Company now ranks as one of the three most important manufacturers of agricultural implements in the United States. The & Company and the Thresher Company, the properties and businesses of which the Company has contracted to acquire, were established in 1836 and 1885 respec- tively, the plant of the former being located at , , and of the latter at , Through the acquisition of the properties of these two companies, the Company will enlarge the scope of its manufactures by adding lines which it does not now itself manufacture and which will be salable during seasons when the present selling force of the Company is practically idle, and thereby effect a reduction in the average selling cost. The Company will also acquire branch houses and selling organizations at 27 places where it has no present facilities. Not only will the selling force be rendered much more effective, but there will be a large reduction in the expenditures for salaries through the elimination of duplicate executives. Travelling expenses will be curtailed, credits will be more effectively handled, with a decreased cost of making collections, the experimental departments will be con- solidated, raw materials will be purchased in larger bulk, and large savings will result from the better standardization of the products and more effective organization and methods in the manufacturing depart- ments of the various plants. Description of Preferred Stock. 1. The preferred stock is entitled to cumulative dividends at the rate of 7% per annum, but no more, payable quarterly on the first days of January, April, July and October, the first dividend being pay- able April 1, 1912, for the period of four months at the rate of $2.34 per share. 2. The preferred stock is redeemable in whole, but not in part, at the option of the Company on any dividend date at 115 and accrued dividends, and is entitled to priority in payment of principal out of the assets of the Company over the common stock for the full face value together with all arrearages of dividends due thereon. 3. The Company cannot convey its real estate or mortgage any of its property without the written consent of the holders of three quar- ters of the preferred stock. 4. No dividend can be declared, paid upon or set apart for the com- mon stock whilst any dividend on the preferred stock is in arrears, or whilst there is any default in the preferred stock sinking fund pro- visions, nor unless the net quick assets as shown by the regular books of account and inventories of the Company actually exceed the par value of the outstanding preferred stock after deducting any such dividend. 5. The preferred stock cannot be voted at any meeting of the Com- pany except that in the event of any default continuing for six months in the payment of the cumulative dividends on the preferred stock, FLOTATION OF CORPORATE SECURITIES. 1001 or any failure to comply with provisions for the preferred stock sink- ing fund, the preferred stock will then have equal voting power with the common stock so long as any default continues. 6. A sinking fund is to be created out of earnings for the retire- ment of the preferred stock by redemption or purchase. For this pur- pose, $200,000 per annum is to be credited out of the earnings during the first two years, and thereafter at the rate of 3 per cent, on the total amount of preferred stock issued, and, in addition, an amount equal to any cash dividends which may be declared during the preced- ing calendar year on the common stock in excess of $800,000. If, how- ever, the outstanding preferred stock should be reduced to $5,000,000, then an amount equal to the amount of cash dividends declared on the common stock in excess of $1,000,000 per annum will be credited to the sinking fund in addition to said 3 per cent. These provisions are cumulative, and no dividends are to be declared or paid on the com- mon stock while any default exists in the sinking fund credits or pay- ments. All sums credited to the sinking fund can be applied to the purchase of preferred stock at not exceeding 115 and accrued dividends. All preferred stock acquired by operation of the sinking fund or other- wise is to be cancelled. If sufficient preferred stock is not obtainable to exhaust the funds to the credit of the sinking fund, the balance will continue to the credit of the sinking fund, and will either be used thereafter for the purchase of preferred stock or accumulated for its ultimate redemption at 115. I hand you herewith a printed copy of the preferred stock provisions, See Form No. 1054, supra. Assets. Messrs & Co., Certified Public Accountants, havt examined the books of account of the various companies and have cer- tified the result for the years 1906 to 1910, inclusive. Based on the figures of their report and of the report of the Appraisal Company of , , and adding thereto the estimated net earnings for 1911, the new cash capital contributed and recently subscribed, the value of the patents ($1,500,000, but not including any- thing for trademarks or good will) and deferred charges of $351,015.90, the statement of combined assets and liabilities as of the 31st of Decem- ber, 1911, will be approximately as follows: Real Estate, Buildings, Machinery, Equip- ment, Tools, Patterns, Dies, Fixtures, etc., at factories and branches based on the appraisal report of the Appraisal Company $4,781,514.09 Sundry Keal Estate not used for the busi- ness, at book values 57,617.57 Patents 1,500,000.00 Securities and Loans to other Companies 925,547. 3f Miscellaneous Deferred Charges 351,015.9G 1002 CORPORATION FORMS AND PRECEDENTS. Current Assets: Inventory $5,181,303.82 JS'otes ami Accounts Receivable 7,884,298.97 Cash 1,050,000.00 14,115,602.79 Total Assets $21,731,297.71 Deduct Current Liabilities: Accounts and Bills Payable 2,671,848.62 Contingent Liability (Commissions) 424,396.25 3,096,244.87 Surplus of Assets over Current Liabilities ,. $18,635,052.84 Based on the above statement, the total net assets of the combined properties will aggregate over two and one-quarter times the total pres- ent issue of preferred stock, and the net current or liquid assets will aggregate over one and one-third times the preferred stock. EARNINGS. The consolidated net earnings of the three companies for the three years ended December 31, 1910 as certified by & Co., together with the consolidated net earnings for the year ending December 31, 1911 (partly estimated) will average $910,029. For the present calendar year, the earnings (partly estimated) will amount to about $1,350,000 and thus will be equal to almost 17% on the new preferred stock, or nearly 2^ times the dividend requirements on the present issue of $8,000,000. Estimated on the basis of orders already booked and requisitions from managers in the field, the net earnings for 1912 will amount to over $2,200,000 or 27l^ per cent, on said new preferred stock, being nearly four times the dividend requirements. The earnings for 1911 are estimated in part, but the actual earnings will undoubtedly exceed the figures given. The estimate of earnings for 1912 on the lines of the Thresher Company and & Company have been taken at or less than the average for the past ten years, and the estimate allows for practically no increase by the plant itself except in the manufacture of oil pull tractor engines. ■ This item would represent the sale of only 2,000 of these engines in 1912, whereas present production and sales are at the rate of 2,400 engines per year. The plant at has been working night and day for the past nine months, and there is a large excess of unfilled orders on hand, and during the past year very many have had to he refused because of limited manufacturing facilities. OUTPUT AND SALES. The growth and stability of the business are shown by the following comparative statement of the combined annual sales: 1906 $5,989,012 1907 '. . . 5,874,518 1908 5,438,914 1909 6,629,438 1910 7,142,327 FLOTATION OP CORPORATE SECLKITIKS. i()()3 PROSPECTS. Prior to 1910, the Company's business was confined mainly to the manufacture of agricultural implements, such as threshers, separators, hullers, etc., l>ut during the past year the Company has com- pleted and placed in operation an additional plant for the manufacture of a new type of internal combustion engine primarily ) > > ' f and , and various branches thereof. At all of the agencies visiteil ample facilities were found for the conduct of the business, both wholesale and retail, and the various yards and docks and their equipment were found to be up-to-date and efficient. The mining 1016 CORPORATION FORMS AND PRECEDENTS plants are almost without exception ooniinondable and well designed, many of them are exemplary in equipment in all that pertains to safe ami eco- nomical mining methods, and all are being uniformly depreciated by 2V2 cents per ton of coal mined, which is in addition to the Sinking fund. The average current net earnings of the Company arc oqnal to more than twice the total amount of fixed charges, including those resulting from all of the $9,000,000 bonds now being issued. The appraisal of all properties, plants and subsidiaries is far in excess of the outstanding bonded debt, and substantially in excess of the total authorized bonded debt, without tak- ing into account the benefits from the proceeds of the bonds still unissued, (which will assuredly result in the fuller development and increasing value of the lands during the life of the mortgage) or the general demand for high-grade coals through increment of population and consumption. For these reasons the security for the first and refunding mortgage 0% bonds would appear ample and has my approval. Yours very truly, ( Signed ) The statements made in this circular are from official sources, or from those which we regard as reliable or are the expression of our belief. & Co., Street, New York. Form 1400. BROKER'S PROSPECTUS FOR BONDS AND STOCK. Light & Power Company. First Mortgage Sinking Fund 6 Per Cent Bonds. Interest payable January 1st and July 1st. Denomination: $1,000. Form: Coupon — Principal may be registered redeemable at any interest date at par and interest. Dated April 1, 1911. Due April 1, 1931. Authorized: $15,000,000. Out- standing: $2,570,000. Trustees: Trust Corporation, > Application will be made for the listing of the bonds and stocks of this company on the Stock Exchanges of London, New York, Montreal and Toronto. Provision is made for a Sinking Fund of 2%% per annum, operative from January 1st, 1912. The bonds are followed by an authorized issue of $2,500,000 Preferred Stock, carrying dividends at the rate of 6%, cumulative from January 1, 1912, exchangeable at option of holder for Common Stock, share for share. Common Stock, authorized issue, $5,000,000. Location — The Light & Power Company operates in the Province of Ontario, in a territory due north from Toronto, including the great silver district of Cobalt, the gold country of which Porcupine is the centre, and the vast agricultural area of which New Liskeard and Cochrane are the principal towns. This district is reached from Toronto by the Temiskaming & Northern Ontario Railway, built and operated by the Canadian Government, which gives excellent through sleeping-car service to Cochrane, the junction with the Grand Trunk Pacific Railroad. This country is to-day probably growing more rapidly FLOTATION OF CORPORATE SECURITIES. 1017 in populutiou uad wealth than auy section in the world. It is rich in gold, silver, extremely fertile soil and forests of lumber. The cities, Cobalt, Ilaileybury, Porcupine, South Porcupine, New Liskeard, Cochrane, and others, have grown quickly from mining camps or farmers' villages to municipalities, possessing all the attributes of a city, from branches of the biggest Canadian banks down to the theatre and kinetograph. All these communities are entirely dependent on this Company for their supply of light ami power, and the (Company holds franchises in all of them. The use of electric light is universal; the compressed-air power is indispensable to the silver mines for the operation of their drills, hammers and hydraulic work. Electric power runs the machinery of the gold mines, and electricity is largely used for heating purposes in the towns. Physical Property — The company has hydro-electric and air-compressor plants on the Montreal River, producing 10,000 horsepower; smaller liydro-eleetric plants at High Falls and New Liskeard, and rights to var- ious other waterpowers, including one on the Iroquois Kiver capable of developing 36,000 horse-power. The utilization of the last-named rights simply awaits the development of the necessity for them, which must inevitably come as a logical result of the marvelously rapid growth of the country. Lien — These bonds are an absolute first mortgage on the property of the Company, consisting of hydro-electric plants, air-compressor plants, transmission lines, pipe-lines, sub-stations, etc. All the property is of the newest, very best type of construction, in perfect physical condition and is being steadily developed to take care of the growth of the business in its territory. Franchises — The franchise situation is peculiarly strong, inasmuch as the Company operates under franchises granted by the Province of Ontario, which are exclusive, even to the point of prohibiting a Munici- pality from operating a competing plant. This situation is much stronger than is possible with a similar Company in the United States, as it ef- fectually eliminates the question of competition. Earnings — The Company is to-day earning net more than one and one- half times interest charges, Tvith additional power sold but not yet delivered which will increase this to double interest charges by June 1st, 1912. This last-named power has been contracted for and its delivery simply awaits the installation of the purchasers' machinery for its utilization. This makes certain the payment of the 6% dividend on the Preferred Stock right from the start of its cumulative period, January, 1912. It is worth while to note that earnings are at present substantially exceeding the Management's estimates made some months ago. Management — The property was constructed by and is under the man- agement of of New York, engineers with a consistently successful record in such work. All the officers of the Com- pany have their own money in it, and are large holders of its securities, which is the best possible guarantee of efficiency and zeal in the conduct of its affairs. A business of this character possesses peculiar advantages over any other kind. In addition to the absence of competition in this peculiar case, as noted above, a company such as this one is free from labor troubles, as the number of men employed is very small, and these 1018 CORPORATION FORMS AND PRECEDENTS. are of au exceptionally high class, being either engineers or the liijij}iest grade of experts in their branch of industry. This fact renders the question of strikes and similar disturbances practically negligible. In addition, after the expenses of construction have been met, the cost of operation and upkeep of a hydro-electric or compressed-air plant is remarkably low compared to the income it produces. This is the case to an extent true perhaps in no other business. An example of this feature is the case of one set of equipment which brings an income of about $12,000 a month, with a salary expense of $250. Price — The great bulk of this issue has been placed with banks, bank officials who have bought for their own investment, and private invest- ors, almost $1,000,000 having been placed in London with I']nglish invest- ors, who as a class, are exceedingly conservative. We offer the unsold balance as follows: $1000 6% Bond ] $250 6% Cumulative Preferred Stock V $1100 and accrued interest on bond $250 Common Stock I Not allowing for a dividend on the Common Stock, the yield on the investment is approximately 7%. The management has expressed it as their opinion that a dividend of 4% on the Common Stock should be a matter of not over three years. More detailed information, including maps, manager's report, estimates of earnings, letter from engineers, etc., furnished on request. & Co. Bankers. Street. , Pa. Members of and Stock Exchanges. The statements in this circular are obtained from reliable sources, and while our firm does not guarantee them, we believe them to be correct. See for other forms of offer of stock for public subscription, Forms 1381- 1392, supra. Form 1401. APPLICATION FOR SECURITIES OFFERED IN PRECED- ING INSTRUMENT. & Co., Street, , 1912. Gentlemen : I hereby subscribe for blocks Light & Power Company, first 6% bonds at $1,100, the block, each block consisting of $1,000 Bond, $250 6% Cumulative Preferred Stock and $250 Common Stock. FLOTATION OF CORPORATE SECURITIES. 1019 Form 1402. ADVERTISEMENT OF BONDS— (ANOTHER FORM). $25,000,000 or £.1,000,000. Oregon-Washington Kailroad & Navigation Company. First and liefunding Mortgage Four Per Cent Bonds. Due January 1, 1961. Interest Payable January 1 and July 1. Principal and interest unconditionally guaranteed by endorsement by the Union Pacific Railroail Company. Bonds in denomination of $l,l)UO and $500 United States Gold (Series A) or of £200 and £100 Sterling (Series B). Coupon Bonds with priv- ilege of registration as to principal and in the case of Dollar Bonds as to both principal and interest. Sterling Bonds exchangeable for Dollar Bonds on and after January 1, 1913, at a fixed exchange of $4.85, i. e., uj-oii payment to the Company of $30 per £200 Bond or $15 per £100 Bond, with adjustment of interest. Principal and interest of Dollar Bonle to for- feiture. R. S. Lovett, Esq., President of the Union Pacific Railroad Company, under date of May 25, 1911, writes in part as follows: "The Oregon-Washington Railroad & Navigation Company has ac- quired the lines of railroad heretofore owned by The Oregon Railroad 1020 CORPORATION FORMS AND PRECEDENTS. aud Navigation Company, aggregating about 1,133 miles, and also lines of other railroad companies aggregating about 567 miles of owned rail- roads, 67 miles of railroads jointly owned, and 139 miles of trackage, the entire system comprising a mileage of about 1,906 miles of first track in the States of Oregon, Washington and Idaho. These lines are a part of the Union Pacific Railroad Company's system and embrace its lines to Portland, Tacoma, Seattle and Spokane. "The mortgage securing these Bonds is to be a first lien on about 567 miles of railroad owned, on undivided interests in about 67 miles of railroad jointly owned, and on trackage rights on about 139 miles, while on about 1,133 miles of railroad owned it will be subject only to the $23,380,000 Oregon Railroad and Navigation Company 4 Per Cent. Con- solidated Mortgage Gold Bonds, which are not to be extended, and for the refunding of which an equal amount of the new bonds is to be reserved. "The total authorized amount of the First and Refunding Mortgage Bonds will be $175,000,000. "Ko statement of earnings for a full year is available for the prop- erties as now consolidated and owned by the Oregon-Washington Rail- road & Navigation Company, but for the nine months ended March 31, 1911, the revenue over operating expenses and taxes of these properties amounted to $3,893,989 while the interest for a like period on the $23,380,000 Oregon Railroad and Navigation Company Four Per Cent. Con- solidated Mortgage Gold Bonds, and $40,000,000 Oregon- Washington Railroad & Navigation Company First and Re- funding Mortgage Four Per Cent. Bonds amounts to only. . . . 1,901,400 "The Income of the Union Pacific Railroad Company and auxiliary companies, for the fiscal year ended June 30, 1910, was as follows: "Surplus income after payment of fixed charges on bonded indebted- ness and all other charges: ' ' From transportation operations $25,993,639 "From income, other than transportation operations 19,512,051 "Total net surplus over and above all charges $45,505,690" For further information as to this issue of bonds, reference is made to the above-mentioned letter from R. S. Lovett, Esq., President of the Union Pacific Railroad Company, copies of which can be obtained from the undersigned. Application will be made to list the Bonds on the New York and London Stock Exchanges. A simultaneous issue for Sterling Bonds will bo made in London, England, by Messrs. Baring Brothers & Co., Limited. & Co. New York, May 29, 1911. See note to Form 1400, supra. FLOTATION OF CORPORATE SECURITIES. 1021 Form 1403. ADVERTISEMENT OF FIRST MORTGAGE BONDS, AND OFFER TO RECEIVE OTHER BONDS IN EXCHANGE. $2UU,O0U. Philadeljjhia, Baltimore & Wasliington E. R. Co. (I'c'iuisyh aula liailroad bystem.) First Mortgage 4 Per Cent. Gold Bonds, Interest May and November 1st, Due November Ist, 1943. Tax Free in Pennsylvania. These bonds are secured by a First and only mortgage on the railroad, its branches, and the property of the Company, from Philadelphia to Baltimore. On July 1st next, upon the retirement of the Baltimore & Potomac 6'8 due that date, they become a First and only lien on the entire railroad, branches and property of the Company, between Philadelphia and Wash- ington. The Philadelphia, Baltimore & Washington Railroad Company gives the Pennsylvania Railroad System entrance into Baltimore and Wash- ington from the North, f:ast and West, and represents probably the most valuable railroad property in this country. Bonds of this issue are listed upon the New York and Philadelphia Stock Exchanges, Price 102 and Interest, Special Circular on Request. & Company. Philadelphia. .... South Broad Street. To the Holders of Baltimore & Potomac Tunnel 6's: We are prepared to receive The Baltimore & Potomac Tunnel 6's, due July ], at par and accrued interest to maturity, less a discount at '.i% per annum, in exchange for the above bonds at 102 and interest. & Company, See note to Form 1400, supra. Form 1404, ADVERTISEMENT OF BONDS, $20,000,000. Great Northern Railway Company First an.l Refunding Mortgage 414% Gold Bonds. Dated May 1st, 1911. Interest payable January 1st and July 1st. Due July 1st, 1961. The first coupon, payable January 1st, 1912, is for $28.3.". Redeemable at 105, on any interest date, after January 1st, 1941. Bankers Trust Company of New York, Trustee. Coupon bonds in denomination of $1,000 each, with privilege of regis- tration as to principal. Coupon bonds may be exchanged for fully reg- istered bonds, without coupons, in deiiominations of $1,000 or such mul-, 1022 CORPORATION FORMS AND PRECEDENTS. tiples tliereoiT as the Eaihvay Company may authorize. Coupou aud registered bonds are interchangeable. Present Issue $ 20,000,000 Held in Treasury of Company 25,000,000 Eeserved to retire existing obligations 3;i2,162 000 Reserved for general corporate purposes, acquisition of new lines, etc., and the purchase or acquisition of stocks and bonds of other companies 122 838 000 Reserved for tlie acquisition and construction of new lines, terminals, etc., at not exceeding $3,000,000 in any calendar year 100,000,000 Authorized Issue $600,000,000 Bonds are secured by lirst lieu on 2,637.25 miles of road, at the rate of $17,070 per mile, aii Gentlemen: — Company. I have examined the following documents relating to the incorpora- tion, franchises, property and records of Company: 1. Original executed and recorded charter (with the several amend- ments thereto) and certificate of incorporation of Company. 2. Copy duly certified of Chapter .... of the laws of for the year 19.... and the acceptance thereof by the grantees therein named, and original assignments of the rights thereunder to the com- pany. 3. Original permit of the Secretary of War of the United States pursuant to Act of Congress of March 3, 1899, authorizing the company to construct a dam across the River, and an approved plat showing the location thereof. 4. Certificate of authority issued by the Railroad Commission of authorizing the issuance of stock and bonds by the company. 5. Abstracts of title to the lands in Section , Township North, Range East, County and County, , whereon the dam of the company will be situated. 6. Original records of the proceedings of the stockholders and Board of Directors in the matter of the organization of the company, the sev- eral amendments to its charter and the authorization of its proposed bond issue. From an examination of the foregoing documents I am of the opin- ion that Company is a corporation legally organized and now existing under the laws of the State of , having at this 1028 CORPORATION FORMS AND PRECEDENTS. time an authorized capital stock of $3,000,000, of which $1,000,000 is now outstanding and the remaining $2,000,000 is still in the treasury of the company; that Chapter of the laws of of the State of . is a legal enactment and authorizes the grantees therein named to build and maintain a dam across the Eiver in Section , Township North, Range East, and Counties, ; that said act was duly accepted by the grantees named therein, and that the rights and franchises created by said Chapter are now vested in the company; that the permit of the Secretary of War of the United States is in proper form, is justified by the provisions of the Act of March 3, 1899, and evidences the consent of the United States Government to the construction of the dam therein described; that the certificate of the Railroad Commission of permits the company to issue for money bonds in the sum of $5,000,000, and stock now in the treasury in the sum of $2,000,000; that the abstracts of title, together with the accompanying opinion of Messrs & , disclose a substantially merchantable title in the company to the lands in Sec- tion aforesaid, upon which the dam will be situated; and finally, that the proceedings had by the Stockholders and Directors of the com- pany are in due form of law and will justify the issuance of bonds in the sum of $5,000,000. Yours truly, [Signed] See Form 1370, supra, and 1661, post. Form 1409. OPINION OF COUNSEL AS TO ORGANIZATION, RIGHT TO ISSUE BONDS, AND TITLE TO REAL ESTATE. 1Q • .■••■•■■•■•••J J.«7**a« STATE OF ) SS ' County of \ We hereby certify, That we have examined the Land Records of County, in the State of , and we find that the titles to the properties, situated in the city of , County, State of , being the same as described in certain schedules hereto annexed and marked "A" and "B," are, on this day of , 19 , in The Company, free from all lien or incumbrance of any kind whatever, and that the titles to said properties are conveyed to said The Company by valid deeds from grantors who had full title to said properties so conveyed, free from all taxes, lions or incumbrances, at the time of such conveyance; and that the title of said The Com- pany to said properties is, in every respect, valid. We further certify that we have examined the records of The Company, and that we have personal knowledge of all the proceedings that have been had or taken under the laws of the State of , for the organization and formation of said FLOTATION OF CORPORATE SECURITIES. 1029 The Company, and that all necessary and proper proceedings have been taken for such organization of said Company; and that saitl company has full power and authority to carry on all the business indicated by its Articles of Incorporation, a copy of which is hereto annexed; and that it has full power to borrow the sum of $.'{,500,000, and to issue its bonds therefor, and to secure the payment of the same by a first mortgage on all the real estate now owned or here- after acquired in said State of , township of Form 1410. OPINION OF COUNSEL AS TO LEGALITY OF ORGAN- IZATION AND BOND ISSUE. Law OflBces Building, January 30th, 1912. Mr , President, The Company, ) Dear Sir: We have had charge since its formation of the organization of The Company, incorporated under the laws of the State of , and beg to say to you that in our opinion the organization of the Company and the issue of its stocks are in absolute accordance with the laws of said State of , and that there can be no question as to the legality of either the organization or the stock issues. In making the organization we have availed ourselves of the services of the Trust Company, and the initial organization of The Company was carried out under their super- vision as well as our own. We will be glad to give any information to any persons interested in the Company as to all details of the organization, or to answer any inquiries as to its legal status. Yours truly. See Forms 1385-1387, supra. CHAPTER XIX. ANNUAL MEETINGS OF STOCKHOLDERS. Form 1411. NOTICE OF ANNUAL MEETING. General Ofl&ce: , 19.... To the Stockholders of The annual meeting of the stockholders of will be held at , , on the day of , 19...., at o'clock M., for the election of directors for the ensuing year, and for the transaction of such other business as may properly come before the meeting. Stock transfer books will be closed from the evening of , 19. . . ., and reopen on the morning of , 19. . . . Enclosed are proxies, one of which we would thank you to sign and return. In the event that you are present at the meeting and desire to do so, you can withdraw your proxy and vote in person. Secretary. As to when stockholders are entitled to notice of corporate meetings and the effect of charter or by-law provisions fixing the time and place of such meetings, see Cook on Corp., § 594; Clark & M., Corp., § 647. See as to the necessity of stating the time, place and business of a stock- holders ' meeting in the notice thereof. Cook on Corp., §595; Hill v. At- lantic, etc. E. Co., 143 N. C. 539. See notes under notices of special meetings of stockholders, Chapter XXXI, post. For forms of proxies for annual meetings, see Forms 1453-1467, post. See as to the necessity of stockholders acting only at corporate meetings, Cook on Corporations, §625; Clark & M., Corp., §645. See generally as to illegal and fraudulent elections, and the various rem- edies of stockholders and others in reference thereto. Cook on Corporations, §§616-620; Clark & M., Corp., §657, 668, 669. . See as to conducting and closing corporate elections and various inci- dental matters relating to such elections, Cook on Corporations, §§605-606; Clark & M., Corp., § 649. See as to the rule that stockholders' meetings must le held within the state of incorporation. Cook on Corporations, §589; Clark & M., Corp., § 648c. See as to the necessity of a quorum at meetings of stockholders and the manner of computing the same, Cook on Corporations, §607; Clark & M., Corp.. § 649g. For rules as to bv whom stockholders' meetings may be called, see Cook on Corporations, §593; Clark & M., Corp., §646. See generally as to stockholders' meetings. Cook on Corporations, Chapter XXXVI; Clark & M., Corp., §§644-650. 1030 ANNUAL MEETINGS OF STOCKHOLDERS. 1031 Form 1412. NOTICE OF ANNUAL MEETING— (ANOTHER FORM). Tlio < '(Miij»aii y. Notice of Annual Meeting. Notice hereby is given that the Annual Meeting of the Stock- holders of the Company will be held at the principal office of the Company, at , , on , the day of , 19...., at o'clock in the noon, for the election of four Directors to hold oflice for three years; and for the^ transaction of any and all business that may come before the meeting, including considering and voting upon the approval and ratification of all contracts, acts and procee y-> Form 1444. INSPECTORS' CERTIFICATE OF ELECTION. Inspectors' Certificate of Election. STATE OF MISSOUET,| City of St. Louis. i The undersigned, the duly elected Inspectors of an Election of Directors of The Missouri Pacific Railway Company for the ensuing year, held at the oflfice of the Company, in the City and State aforesaid, on the 14th day of March, A. D. 1911, having first taken and subscribed the oath prescribed by law in such cases, proceeded to receive and to canvass the votes cast at said election, and by these presents do certify the result of said election to have been as follows, to-wit: ANNUAL MEETINGS OF STOCKHOLDERS. 1049 Votes Received. George .1. Goul.l of New York 621,746 Fred T. Gates of New York 621,746 Cornelius Vauderbilt of New York 621,746 E. T. Jeffery of New York 621,746 Paul M. Warburg of New York 621,746 Edwin Gould of New York 621,746 Edgar L. Marstou of New York 621,746 Kingdon Gould of New York 621,746 E. D. Adams of New York 621,746 E. B. Pryor of St. Louis, Mo 621,746 S. F. Pryor of St. Louis, Mo 621,746 C. S. Clarke of St. Louis, Mo 621,746 E. L. Williams of Baltimore, Md 1,066,.507 Wlierefore, the said George .(. Gould, Fred T. Gates, Cornelius Vamler- bilt E. T. Jeffery, Paul -M. Warburg, Edwin Gould, Edgar L. .\Iarston, Kingdon Gould, E. D. Adams, E. B. Pryor, S. F. Pryor, C. S. Clarke and R. Lancaster Williams having received the highest number of the votes cast at said election for thirteen directors, the undersigned do hereby declare and by these presents do certify the persons last above named to have been duly elected as directors of The Missouri Pacific Railway Company for the ensuing year. In testimony whereof we have hereunto set our hands this 14th day of March, A. D. 1911. fLilburn G. McNair, (Signed) Jchas. P. Stanley, (H. F. Small, Inspectors. See note to preceding form. Form 1445. LIST OF STOCKHOLDERS— (NEW JERSEY). Alphabetical list of Stockholders, at closing of books on the day of , 19 Shares. Name. Residence. Common. Preferred. § .33 of the New Jersey Corporation Act requires a full, true and com- plete list, in alphabetical order, of all the stockholders entitkMl to vote at an ensuing election with the residence of each and the number of shares held by each to be made t^^n days before the election and kept at the prin cipal office and to be open to' inspection of any stockholder during the usual hours of business. 1050 CORPORATION FORMS AND PRECEDENTS. Form 1446. BALLOT FOR DIRECTORS. 19 I hereby vote for each of tlie persons named above as Directors of , to be elected at the Annual Meeting of its stockholders held on , 19. . . ., as follows: of its shares held by me personally. of its shares represented by me as proxy. Dated , 19 (Signature of Party Voting.) See as to the right to a vote for each share of stock held, Cook on Corporations, §609; Clark & M., Corp., §§652, 653. Form 1447. BALLOT FOR OFFICERS. For President. For First Vice-President. For Second Vice-President. • ••••••••■•••••••••■ •••••••••••••• For Secretary. •••■••■••■■■■.>...>.■•..■•..••■•.......... >•••••••••«•«•• For Directors (To Serve Three Years). Form 1448. BALLOT— (ANOTHER FORM). Election by (stockholders or directors) of Company, held the day of , 19 OflSce. Candidate. Shares Voted. (Stockholder or Director.) ANNUAL MEETINGS OF STOCKHOLDERS. 1051 Form 1449. NOTICE OF ELECTION AS A DIRECTOR. , i^-... To You are hereby notified that on the day of , A. D. 191. ., at the Annual Meeting of the ^stockholders of The Company held at No St., , you were nominated and duly elected as a member of thp Board of Directors of The Company, for the ensuing year. Under Section of Article of the By-Laws reading as follows: " " the next regular meeting of the Board of Directors will be held at the office of the Company, No St., , at o'clock, M., on the day of 19 , for the purpose of electing the following officers, viz.: President, Vice-President, Secretary, Treasurer, etc., to serve for the ensuing year, and for the transaction of such other business as may be 6rought before the meeting. Please take notice of the above and .send to this office your written acceptance of your election as a member of the Board of Directors. Yours, etc.. Secretary. See as to the qualifications, which may be prescriV)ed for directors by by- law, Cook on Corporations, §623; Clark & M., Corp., §661. ' Form 1450. ACCEPTANCE OF ELECTION AS DIRECTOR. , , 19.... To Company. I hereby acknowledge receipt of notice of my election, at the Annual Meeting of the stockholders of The Company held on the day of , 19 .... , as a member of the Board of Directors of the said Company to serve for the ensuing year, and I hereby accept the said office and acknowledge receipt of notice of the next regular meeting of the Board of Directors of said The Company, and consent to the holding of said meeting at such time and place, and waive further notice thereof. •Yours truly. See as to the necessity of some direct or positive act of acceptance. Cook on Corporations, § 624; Clark & M., Corp., § 660. Form 1451. PUBLISHED NOTICE OF ELECTION OF DIRECTORS AND OFFICERS. The Company. Philadelphia, Pa., .Tan. 18, 1913. At the Annual Meeting on the 15th instant, the following stockholders were elected Directors: 1052 CORPORATION FORMS AND PRECEDENTS. , for a term of 3 years. , for a term of 3 years. , for a term of 3 years. , for a term of 2 years. , for a term of 2 years. ^ for a term of 2 years. , for a term of 1 year. , for a term of 1 year. • , for a term of 1 year. , for a term of 3 years. , for a term of 2 years. , for a term of 2 years. , for a term of 3 years. , for a term of 1 year. , for a term of 1 year. And at a meeting of the Directors, held this day, the following officers were unanimously re-elected: , President. , Vice President. , Vice President and General Counsel. , Vice President. , Secretary. , Treasurer. , Assistant Secretary. Secretary. Form 1452. PUBLISHED NOTICE OF ELECTION OF DIRECTORS AND OFFICERS— (ANOTHER FORM). Company Office: Street. > > 19 ... . At the Annual Meeting of the Stockholders of the Company, held , 19. . . ., the following Directors were elected to serve three years: At the meeting of the Board of Directors, held this date, was elected President; , 1st Vice President; , 2d Vice President and Treasurer; , Secretary, and , Assistant Secre- tary. Secretary. CHAPTER XX. PROXIES. Form 1453. PROXY FOR FIRST MEETING OF INCORPORATORS. Know All -Men by These Presents, That the undersigned, a subscriber for shares of the capital stock of The Company, a corporation, organized under the laws of the State of , do hereby make, con- stitute and appoint my true and lawful attorney for me and in my name, place and stead, to vote upon the stock subscribed for by me or standing in my name, as my proxy, at the meeting of the 1 ncorporators of said The Company to be held at in on 191 . . , or on such other day as the meeting may be thereafter held by adjournment or otherwise, accordicg to the number of votes I am now or may then be entitled to cast, hereby granting my said attorney full power and author- ity to act for me and in my name at the said meeting or meetings, in the transaction of any business which may come before the meeting, as fully as I could do if personally present. Witness my hand and seal, this day of , 191. . [Seal] In the presence of: See notes to Form 1455, post. See for bondholders proxy Form 1764, post. Form 1454. PROXY FOR ANNUAL MEETING. The Company. I hereby make, constitute and appoint and , or either of them, my proxy, to vote for me at the Annual Meeting of the stockholders of the Company, to be held at No. Street, , at M., on the day of ^ A. D. 19 . . . . , or at any adjournment thereof, for the election of directors, and for the transaction of such other business as may properly come before said meeting, according to the number of votes I would be entitled to cast if personally present. Witness my hand and seal this day of 19 ... . [Seal] For form of notice of this meeting see Form 1411, supra. 1053 1054 CORPORATION FORMS AND PRECEDENTS. Form 1455, PROXY FOR ANNUAL MEETING OF STOCKHOLDERS. The Company. Know all men by these presents, That the Undersigned stockholder of the Company, hereby constitutes and appoints , , and , or either of them, the attorney and proxy of the Undersigned to attend and represent the Undersigned at the Annual Meeting of the stockholders of the Company to be held on the day of , 191. ., and at all adjournments thereof, and for and on behalf of the Undersigned to vote according to the number of shares of stock of said Company which the Undersigned would be entitled to vote if there personally present, hereby ratifying and confirming all that said attorneys and proxies shall do in the premises, and giving and granting unto said attorneys and proxies full power of substitution and revocation. Dated , 191... Stockholder. Signed in the presence of See as to the right to vote by proxy and various forms thereof, Cook on Corp., § 610. See, also, Clark & M., Corp., § (i66. See as to mistake of proxy in voting, In re Mathiason Mfg. Co., 122 Mo. App. 437. See for proxy for annual meeting held not to be broad enough to author- ize proxv to vote for reorganization of corporation, Farish v. Cieneguita Coppel- Co., 100 Pac. (Ariz.) 781. See for right at common law to vote by proxy on amendments, In re Schwartz & Gray, 77 N. J. L. 415. Form 1456, PROXY FOR ANNUAL MEETING TO SEVERAL PERSONS (NEW JERSEY). Company Proxy for Annual Meeting of February 6th, 1912. Know All Men by these Presents, That the undersigned stockholder. . . . in Company do hereby constitute and appoint , , and , and each of them, the lawful attorneys, agents and proxies of the undersigned, with power of substitution, for and in the name, place and stead of the undersigned, to vote upon all stock, held or owned by the undersigned, at the Annual Meeting of the stock- holders of , . . Company, to be held at the office of the said company in Jersey City, N. J., on Tuesday, the 6th day of February, 1912, and at any and all adjournments thereof, for the transaction of any and all business that may come before the meeting, including considering and voting upon the approval and ratification of all contracts, acts, proceedings, elections and appointments by the Board of Directors or by the stockholders since the last annual meeting of the company; the election of directors, to hold office until the next PROXIES. 1055 annual meeting and until their successors shall be elected; and upon any and all matters that will come before the meeting according to the number of votes to which the undersigned would be entitled if then per- sonally present, hereby revoking any proxy or proxies heretofore given to vote upon such stock and ratifying and confirming all that saiy is, appointed Registrar of the shares of the capital stock of this Company, and as said Registrar is hereby authorized and em- powered to countersign an original issue of shares of the stock of this Company when the same are signed by the President and Secretary of this Company, and to register from time to time the holders of such shares. Further resolved. That the Secretary of this Company is hereby au- thorized and directed to execute and deliver to said Trust Company a certificate under the seal of this Company authorizing such registration and setting forth also the total authorized capital stock of this Company, the amount of the same now outstanding, and the names of the officers of this Company who will sign such certificates of stock. In order to avoid fraudulent issues or over-issues of stock it is cus- tomary to appoint a reputable trust company as registrar or transfer agent, whose duties are to supervise the regularity of transfers of stock and keep a record of the stockholders. The duty of a registrar, who is frequently an officer of the transfer agent, is to countersign the new certificates issued. For further security it is advisable to have independent transfer agents and registrars. As to the power of a bank to become a transfer agent and its liability for the fraud of its officers acting under such agency, see Bank of Kentucky v. Schuylkill Bank, 1 Parsons Eq. Cases (Pa.) 180, where a transfer agency was defined as follows: "It amounts to nothing more than the witnessing of the conveyance by one party to another of personal property, viz. stock of an incorporated company; and * * * furnishing the purchaser a certificate of ownership of such stock, on the surrender of a previous cer- tificate of like character hold by the seller." This case illustrates the advisability of having a reputable financial corporation to act as transfer agent rather than an individual, who may prove irresponsible. See as to liabilitv of a corporation for the fraudulent acts of its transfer agent, Fifth Avenue Bank v. Ferry Co., 137 N. Y. 231, 19 L. R. A. 331; .Tarvis v. Manhattan Beach Co., 148 N. Y. 6.52, 31 L. R. A. 77fi; New York, etc., R. R. v. Schuyler, 34 N. Y. 30; Cooley v. Curran, 104 N. Y. Supp. 424. For the liability of a transfer agent for refusing or neglecting to register a valid transfer when presented, see Dunham v. City Trust Co., 101 N. Y. Supp. 87. See, also, Cook on Corporations, § 13 ; Clark & M., Corp., § 424. 1070 CORPORATION FORMS AND PRECEDENTS. Form 1481. CERTIFICATE TO REGISTRAR. I hereby certify that at a regular meeting of the Board of Directors of the Company, dilly held at its office No Street, , , on the day of , 19 , the following resolution was adopted: (Set forth resolution.) That the total authorized capital stock of the Company is Dollars, divided into shares of Preferred Btock of the par value of Dollars each, and shares of Common stock of the par value of Dollars each, and that shares of said Preferred stock of the par value of Dollars, and shares of said Common stock of the par value of Dollars, are now outstanding. Signed and sealed on behalf of the Company under the authority of the foregoing resolution this day of , 19. . . . [Se.-vl] Secretary. See preceding form and notes thereto. Form 1482. RESOLUTION APPOINTING REGISTRAR FOR INCREASE OF STOCK. Resolved, That upon the written request of this Company, signed by the Secretary or Assistant Secretary, the Trust Com- pany of Chicago, the registrar of transfers of this Company, be, and it is hereby, authorized to issue certificates for the new stock of this Company, authorized at the meeting of the stockholders thereof oii , 19. . . ., requiring the presentation and surrender of the full paid receipts evidencing the right to such stock. Further resolved, That the action of such Trust Com- pany in issuing prior hereto certificates for such stock, upon the request of this Company, signed by the Secretary or Assistant Secretary, with- out requiring the presentation and surrender of the full paid receipts evidencing the right to such stock be, and the same is hereby, approved, ratified and confirmed. See Forms 1480, 1481, supra, and notes thereunder. See generally as to the increase of capital stock of a corporation, Cook on Corporations, §§279-298; Clark & M., Corp. §§405-410. Form 1483. RESOLUTION AUTHORIZING FILING OF REPORTS. Resolved, That the proper officers of this Corporation be, and they hereby are authorized and directed in behalf of the Corporation and u'hder its corporate seal, or otherwise, to make and file such certificate or report as may be required by law to be filed in any State, or in any Territory or Dependency of the United States, or in any Foreign Coun- try, in which said officers shall find it necessary to file the same to DIRECTORS' MEETINGS. 1071 authorize the Corporation to transact business in such State, Territory, Dependency or Foreign Country. See Kcncrjilly as to foreign corporations, Cook on Corporations, §§ 696- 700; Clark & M., Corp., §8 834-805. F'or other forms of resolutions i)assc'(i by ilirectors, see Index, title, "Resolutions. " Form 1483a. CERTIFICATE BY SECRETARY OF PASSAGE OF RESOLUTION. I, Fritz \'on Bernuth, Jr., fSecrotary of tlie Com- pany, do hereby certify that the following is a copy of a resolution of the said Company, duly passed by its board of directors on January 28, 1897: Resolved, That the Trust Company be, and it is hereby, requested to deliver to the company all of the first mortgage bonds of this company, secured by mortgage dated January 1, 1897, to wit, 150 bonds, each for the sum of .$1,000. [corporate seal] Secretary. See Metropolitan Trust Co. v. North Carolina Lumber Co., 162 Fed. 170. Form 1484. CERTIFICATE OF PASSAGE OF RESOLUTION. (Insert copy of Resolution.) I, , secretary of the Company, a corporation or- ganized and existing under the laws of the State of , do hereby certify that the foregoing is a true and correct copy of a resolution of the board of directors of said Company passed at a duly con- vened meeting of said board of directors held on the day of , 19. . . ., as taken by me from the minutes of said meeting and compared by me with the original of said resolution recorded in said minutes. In witness whereof, I have hereunto set my hand, and caused the cor- porate seal of said Company to be hereunto affixed on this day of , 19 [corporate seal] Secretary of the Company. For other forms of certificates of passage of a resolution, see Form 1159, supra, and Index, post, title. Certificate of Passage of Resolution. 1072 CORPORATION FORMS AND PRECEDENTS. Form 1485. RESIGNATION OF OFFICER. ■ ■ •• ••■>y J.«/ • • * • To the Prosidont and Board of Directors of Company: Geutlenien: I hereby tender my resignation as of the Company, the same to take effect ; ipon the election and qualification of ray successor. Yours truly, See generally as to the resignation of officers, Cook on Corporations, § 624; Clark & M., Corp., § 667. See for minutes of meeting where officers resign and vacancy fiHed, Torma 1156, 1469, supra. Form 1486. RESIGNATION OF OFFICER AND DIRECTOR. ■ 19.. ■• To the Board of Directors of The Company, an Illinois corporation : Gentlemen : I hereby tender my resignation as and Di- rector of The Company, a corporation, and request that the same be immediately acted upon. [Signed] See notes to preceding form. Form 1487. RESIGNATION OF DIRECTOR. To the President and Board of Directors of Company: Gentlemen: I hereby tender my resignation as Director of the Com- pany, the same to take effect at the adjournment of the meeting at which this resignation is tendered. Eespectfully, See note to Form 1485, supra. See as to the qualifications of directors and the necessity of their being stockholders, Cook on Corporations, §623; Clark & M., Corp., §661. See as to acceptance and resignation of office by directors and removal from office. Cook on Corporations, §624; Clark & M., Corp., §§ 661-667. See as to de facto directors. Cook on Corporations, § 623 ; Clark & M., Corp., §662. Form 1488. RESIGNATION OF DIRECTOR— (ANOTHER FORM). To the Directors of Company: Gentlemen: I herewith. tender my resignation as a director of Company to take effect immediately. Dated , 19 Yours truly, Tt will be noted that the above form of resignation does not require any action upon the part of the Board of Directors to make the same effective. See note to Form 1485, supra. DIRECTORS' MEETINGS. 1073 Form 1489. RESIGNATION TO TAKE EFFECT IMMEDIATELY. To the Board of Directors of The Company, an Illinois coiporatiou: Gentlemen: I hereby tender my resignation as and Di- rector of the Company, a corporation, the same to take effect immediately. (Ri«"f"n • See Forms, II-jU, I4(i9, 148;j-14««, i«/>;a. See Forms lir)6, 1469, supra, for minutes of meeting where officer resigns and vacancy filled. y-v . ; V ^ CHAPTER XXII. DIVIDENDS Form 1490. NOTICE OF MEETING OF DIRECTORS TO DECLARE DIVIDEND. Dividend Notice. , Company. Notice is hereby given that a meeting of the Board of Directors of this Company has been called for three o'clock P. M. on January 31st, 1911, for the purpose of declaring a dividend of $1.59 per share upon the pre- ferred capital stock of this Company for the period beginning November 1st, 1910, and ending January 31st, 1911, payable by cheek on the loth day of February, 1911, to stockholders of record at Three o'clock P. M., on the 31st day of January, 1911. Owners of such preferred stock evidenced by certificates issued in the name of any other person should have the same transferred on the books of the Company and new certificates issued in their own names on or before Three o'clock P. M. of January 31st, 1911, if they desire dividend cheeks made payable to themselves. Secretary of the Company. Form 1491, DIVIDEND RESOLUTION. Eesolved, That a dividend of per cent, on the outstanding capital stock of this corporation, amounting to $ , be and the same is hereby declared out of the surplus earnings of the corporation, said dividend to be payable to the stockholders of the corporation in proportion to their respective holdings of stock, of record at the close of business, on the day of , 19 See generally as to corporate dividends and the law relating thereto, Cook on Corporations, Chapter XXXII, §§ 534-551; Clark & M., Corp., §§ 516-529. See for definition of a dividend and the four kinds of dividends, Cook on Corporations, § 534; Clark & M., Corp., §§ 510, 523. See as to stock owned by the company not being entitled to dividends, Cook on Corporations, §313; O'Connor v. International Silver Co., 68 N. J. Eq. 67. Form 1492. DIVIDEND RESOLUTION— (ANOTHER FORM). Eesolved, That a dividend of per cent. ($ per share) be, and the same is hereby declared out of the surplus earnings of the Com- pany upon its outstanding capital stock, payable , 19. . . ., to 1074 DIVIDENDS. 1075 Btockholders as registered on the books of the Company at o'llock. in the noon of , 19. . . . Further Kesolved, That the Treasurer of this Company be and he is hereby authorized and directeQ to cause notice of the declaration of this dividend to be published times in the a newspaper published in the City of , , the first publi- cation to be made , 19 , and to mail checks for the payment of said dividend when due to the stockholders of record at their last known place of address as the same appears on the books of the Company or in accordance with the instructions contained in j)erinanent dividend orders lil(> > i *^, Shares Month Day 1 ear Rec'd for See as to the effect of crediting a dividend to a stockholder, Cook oh Corporations, § 541 ;• Clark & M., Corp., §517. See Forms 1198-1203, supra, fur other stock-books. Form 1545. RESOLUTION IN REFERENCE TO SUING DIRECTORS FOR DECLARING DIVIDENDS. The board of directors having examined the report of the committee appointed to consider the application of Richard Siegman, and having heard the statements made by the committee, and having examined documents, accounts and statements showing the history and affairs of the Company in the years eighteen hundred and ninety-nine and nine- teen hundred, and the board being satisfied from its examination that the dividends declared in those years were reasonably made in the light of what was known and believed at the time, and that the said dividends were declared fairly and in good faith, and that it is not for the interest of the company that suit should be brought against the directors to recover such dividends, and the advice of counsel having been taken regarding the power and duty of this board: Resolved, that the demand of Richard Siegman that suit be brought against the former directors of the company to recover the dividends declared by them in the years eighteen hundred and ninety-nine and nineteen hundred, be and the same hereby is denied, unless and until such suit shall be ordered by a majority, in interest, of the stockholders, other than the said former directors, and that unless so ordered, no suit shall be brought by the company or on its behalf to recover from the said former directors any of the dividends declared. Resolved, that on the written demand of Richard Siegman or any of other stockholders the president shall call a special meeting of stock- holders to consider the application of said Siegman, or of such other stockholders, for the bringing of such suit. See Siegman v. Electric A'^ehicle Co., 140 Fed. 117. Form 1546. RESOLUTION OF STOCKHOLDERS IN REFERENCE TO SUING DIRECTORS FOR DECLARING DIVIDENDS. Whereas, it appears that no just ground exists for a suit against the former directors of the company on account of the declaration by thera 1100 CORPORATION FORMS AND PRECEDENTS. of the (lividends iu the years 1899 and ]900; and it further appears that it is not expedient nor for the interest of the company that a suit on that account should be brought against the said former directors. Therefore, resolved, that the action of the board of directors in refusing to bring suit against the former directors of the company to recover dividends declared by them in tlie years 1899 and 1900 be approved and ratified. Resolved, that no suit shall be brought by the company, or on its behalf, to recover from the former directors of the company any of the said dividends declared by them, or to recover any damages or penalties on account of such declaration of dividends. The above resolution was considered in Sieginan v. Electric Vehicle Co., 140 Fed. 117. Form 1547. AGREEMENT FOR FUNDING ARREARS OF DIVIDEND ON PREFERRED STOCK. An agreement made the day of , 19 .... , between on behalf of all the holders of preferred stock of the Company, a corporation organized under the laws of (hereinafter called "the Company"), of the one part, and on behalf of all the holders of common stock of the Company, of the second part, and the said Company of *he third part. Whereas, the authorized capital stock of said Company is $ , divided into shares of preferred stock of the par value of $...... each, and shares of common stock of the par value of $........ each; and, Whereas, of the said shares of preferred stock and of the said shares of common stock have been issued ; and, "Whereas, the said shares of preferred stock entitle the holders to receive a dividend at the rate of six per cent, per annum on the par value thereof, such dividend being cumulative, so that the deficiency of one year shall be made good out of the profits of any subsequent year, and to a preferential right to repayment of capital stock out of the surplus assets of the Com- pany availalde for distribution among the shareholders in winding up pro- ceedings, and the shares of common stock entitle the holders to receive dividends out of the surplus profits, after payment of the preferred dividend, subject nevertheless to the provisions in the Articles of Association con- cerning a reserve fund; and. Whereas, owing to various causes the Company has for several years had no profits with which to pay dividends to its shareholders, and in the result the dividend on its preferred stock aforesaid has fallen largely into arrear, so much that the arrears now due in respect of such preferred divi- dend amount to $ , which sum is hereinafter referred to as "the arrear of $ ;" and. Whereas, the existence of these arrears of preferred dividend has and must have a detrimental effect on the credit of the Company and on the value of its shares, and is found to interfere seriously with the carry- ing on of the Company's business to the best advantage; and, DIVIDENDS. 1101 Whereas, in the circumstances it is desired to fund the said arrears as hereinafter provided. Now therefore it is agreed as follows: 1. The Company shall, when this agreement becomes absolute as here- inafter provided, issue to each holder of preferred stock who shall have ratified this agreement a funding certificate for so much of the arrear of $ aforesaid as shall be owing in respect of the preferred stock held by him or at his option several funding certificates each for a portion of such amount aforesaid, and every such funding certificate shall be framed in the terms set forth in the Schedule hereto, and the principal sums speci- fied in every such certificate shall be a sum equal to the amount of the arrear aforesaid in respect of which such certificate is issued, and such holder shall accept such certificate or certificates in full satisfaction and discharge of the arrear of dividend on his preferred stock up to the of , 19. . . ., subject nevertheless as hereinafter provided. 2. The principal sum specified in each such certificate shall carry interest at the rate of three per cent. (3%) per annum, but such interest, as re- gards each year, shall be payable exclusively out of the surplus profits of the Company of that year which shall remain after paying the dividend on the preferred stock in the Company to the close of such year, and shall not be cumulative. 3. In the event of a winding-up of the Company the principal sums mentioned in the said certificates shall be paid out of the surplus assets of the Company, which shall remain after paying off the capital paid up on the preferred stock of the original capital, and shall rank for payment in priority to any return of capital on the common stock. 4. This agreement is intended to bind all the shareholders in the Company, who ratify the same, and their shares in the Company, and also their respective successors in title, owners for the time being of their shares; and accordingly every certificate of title in respect of any shares belonging to a shareholder who ratifies this agreement, shall be given up to the Company in order that a reference to this, agreement may be placed thereon and every certificate issued after this agreement becomes absolute, in respect of any such shares, shall bear a reference hereto; and, further, every transfer of any such shares, made whilst any of the said certificates are outstanding, shall contain words to the effect that the transferee takes the shares subject to the provisions of this agreement. 5. The ratifying shareholders shall take steps to procure the passing of a special resolution of the Company referring to this agreement, and mak- ing the necessary alterations in the Articles of Association of the Company so as to give effect to the provisions hereof so far as practicable. 6. The Company shall have the custody of this agreement, and of all ratifications thereof, and shall cause a note to be endorsed on or subjoined to this agreement, specifying the shares held of the ratifying shareholders. 7. This agreement will become absolute if, before the day of , 19. . . ., it is ratified in writing by the holders of pre- ferred stock and common stock in the Company, holding between them not less than $ preferred stock and $ common stock respect- ively of the Company. 8. In the event of this agreement becoming absolute, the outstanding 1102 CORPORATION FORMS AND PRECEDENTS. N shareholders shall be iu no way prejudiced by this agreemeut nor shall they be in a better position as regards dividends than if they had ratified this agreement; and accordingly as against them the arrear of $ shall not be considered to have been satisfied by the issue of the said certificates. They may, however, at any time afterwards, with the consent of the Com- pany, ratify this agreement, and shall thereupon become entitled to the benefit thereof. 9. If this agreement shall not become absolute before the day of , 19. . . ., it shall thereupon become void. In Witness Whereof, etc. (Attach schedule mentioned.) Form 1548. FUNDING CERTIFICATE. The Company Issue of funding certificates not exceeding $ , bearing interest at the rate of three per cent, per annum. Funding certificate for the principal sum of 1. This certificate is issued in respect of shares of the pre- ferred stock of the Company, represented by certificates numbered to inclusive and represents an arrear of dividend thereon up to the ^. day of , 19. . . . 2. The said principal sum above mentioned carries interest at the rate of three per cent. (3%) per annum payable half-yearly on the day of and day of , out of the surplus profits of the Company of each year, which shall remain after paying or providing for the payment of the dividend on the preferred stock of the company at the close of each year, and such interest is not to be cumulative. 3. In the event of the winding up of the Company, the principal sum mentioned in this certificate will be paid off out of the surplus assets of the Company, which shall remain after paying off the capital paid up. on the preferred stock in the original capital and shall rank for payment in priority to any return of capital on the common stock. 4. This certificate is issued to of '. , and he, or any other registered holder for the time being hereof, will be entitled to the benefit hereof. 5. This certificate is issued subject to the conditions endorsed hereon, which shall be deemed part of it. In Witness Whereof, etc. (Provisions for registry and transfer endorsed.) Form 1549. TABLE SHOWING ACTUAL RATE OF INCOME ON DIVI- DEND PAYING STOCKS AT VARIOUS PRICES (PAR $100). Price % 3% 4% 5% 6% 7% 8% 9% 10% 50 6-.00 8.00 10.00 12.00 14.00 16.00 18.00 20.00 DIVIDENDS. 1103 Price • % 3% 4% 5% 6% 7% 8% 9% 10% 51 5.88 7.84 9.80 11.76 13.73 15.69 17.64 19.61 52 5.77 7.69 9.62 11.54 13.46 15.38 17.30 19.23 53 5.66 7.55 9.43 11.32 13.21 15.09 16.98 18.S7 54 5.56 7.41 9.26 11.11 12.96 14.82 16.67 18.52 55 5.45 7.27 9.09 10.91 12.73 14.55 16.36 18.18 56 5.36 7.14 3.91 10.71 12.50 14.29 16.07 17.86 ' 57 5.26 7.02 8.77 10.53 12.28 14.04 15.79 17.54 58 • 5.17 6.90 8.62 10.34 12.07 13.79 15.52 17.24 59 5.08 6.78 8.47 10.17 11.86 13.56 15.25 16.95 60 5.00 6.67 8.34 10.00 11.67 13.34 15.00 16.66 61 4.92 6.56 8.20 9.84 11.48 13.11 14.75 16.39 62 4.84 6.45 8.06 9.68 11.29 12.90 14.51 16.13 63 4.76 6.35 7.94 9.52 11.11 12.70 14.29 15.89 64 4.69 6.25 7.81 9.38 10.94 12.50 14.06 15.62 65 4.62 6.15 7.69 9.23 10.77 12.31 13.85 15.38 66 4.55 6.06 7.58 9.09 10.61 12.12 13.64 15.15 67 4.48 5.97 7.46 8.96 10.45 11.94 13.43 14.93 68 • 4.41 5.88 7..35 8.81 10.29 11.76 13.24 14.71 69 4.35 5.80 7.25 8.70 10.14 1159 13.04 14.49 70 4.29 5.71 7.14 8.57 10.00 11.43 12.86 14.28 71 4.23 5 63 7.04 8.45 9.86 11.27 12.68 14.08 72 4.17 5.56 6.94 8.33 9.72 11.11 12.50 13.80 73 4.11 5.48 6.85 8.22 9.59 . 10.96 12.34 13.69 74 4.05 5.41 6.76 8.11 9.46 10.81 12.16 13.51 75 4.00 5.33 6.67 8.00 9.33 10.67 12.00 13.35 76 3.95 5.26 6.58 7.80 9.21 10.53 11.84 13.15 77 3.89 5.19 6.49 7.79 9.09. 10.39 11.69 12.98 78 3.85 5.13 6.41 7.69 8.97 10.26 11.54 12.82 79 3.80 5.06 6.33 7.59 8.86 10.13 11.39 12.65 80 3.75 5.00 6.25 7.50 8.75 10.00 11.25 12.50 81 3.71 4.94 6.17 7.41 8.64 9.88 11.11 12.34 82 3.6G 4.88 6.10 7.32 8.54 9.76 10.98 12.19 83 3.62 4.82 6.02 7.23 8.13 9.64 10.84 12.05 , 84 3.57 4.76 5.95 7.14 8.33 9.52 10.71 11.90 85 3.53 4.71 5.88 7.06 8.24 9.41 10..59 11.76 86 3.49 4.65 5.81 6.98 8.14 9.30 10.47 11.62 87 3.45 4.60 5.75 6.90 8.05 9.20 10.34 11.49 88 3.41 4.55 5.(-8 6.82 7.95 9.09 10.23 11.36 89 3.37 4.49 5.62 6.74 7.87 8.99 10.11 11.23 90 3.33 4.44 5.56 6.67 7.78 8.89 10.00 11.11 91 3.30 4.40 5.49 6.59 7.69 8.79 9.89 10.98 92 3.26 4.35 5.43 6.52 7.61 8.70 9.78 10.86 93 3.23 4.30 5.38 6.45 , 7.53 8.60 9.68 10.75 94 3.19 4.26 5.32 6.38 * 7.45 8.51 9.57 10.63 95 3.16 4.21 5.26 6.32 7.37 8.42 9.47 10.52 96 3.13 4.17 5.21 6.25 7.29 8..33 9.37 10.41 97 3.10 4.12 5.15 6.19 7.22 8.25 9.28 10.30 98 3.06 4.08 5.10 6.12 7.14 8.16 9.19 10.20 99 3.03 4.04 5.05 6.06 7.07 8.08 9.10 10.10 1104 CORPORATION FORMS AND PRECEDENTS. Price % 3% 4% 5% 6% 7% 8% 9% 10% 100 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 101 2.97 3.96 4.95 5.94 6.93 7.92 8.91 9.90 102 2.94 3.92 4.90 5.88 6.86 7.84 8.82 9.80 103 2.92 3.88 4.85 5.83 6.80 7.77 874 9 70 104 2.88 3.85 4.81 5.77 6.73 7.69 8.65 9.61 105 . 2.86 3.81 4.76 5.71 6.67 7.62 8.57 9.52 106 2.83 3.77 4.72 5.66 6.60 7.55 8.49 9.43 107 2.81 3.74 4.67 5.61 6.54 7.48 8.41 9.34 108 2.78 3.70 4.63 5.56 6.48 7.41 8.33 9.25 109 2.75 3.67 4.58 5.50 6.42 7.34 8.25 9.17 110 .2.73 3.64 4.55 5.45 6.36 7.27 8.18 9.09 111 2.70 3.60 4.50 5.40 6.31 7.21 8.11 9.01 112 2.6S 3.57 4.46 5.36 6.25 7.14 8.04 8.93 113 2.66 3.54 4.42 5.31 6.19 7.08 7.96 8.85 114 2.63 3.51 4.39 5.26 6.14 7.02 7.90 8.77 115 2.61 3.48 4.35 5.22 6.09 6.96 7.83 8.69 116 2.59 3.45 4.31 5.17 6.04 6.90 7.76 8.62 117. 2.57 3.42 4.27 5.13 5.98 6.84 7.69 8.55 118 2.54 3.39 4.23 5.08 5.93 6.78 7.63 8.47 119 2.52 3.36 4.20 5.0^- 5.88 6.72 7.56 8.40 120 2.50 3.33 4.17 5.00 5.83 6.67 7.50 8.33 122 i/a 2.45 3.27 4.08 4.90 5.71 6.53 7.35 8.16 125 2.40 3.20 4.00 4.80 5.60 6.40 7.20 8.00 1271/3 2.36 3.14 3.92 4.71 5.49 6.27 7.06 7.84 130 2.32 3.08 3.85 4.62 5.38 6.15 6.92 7,69 1321/2 2.27 3.02 3.77 4.53 5.28 6.04 6.80 7.55 135 2.22 2.96 3.71 4.44 5.19 5.93 6.67 7.41 •1371/3 2.18 2.91 3.64 4.36 5.09 5.82 6.55 7.27 140 2.15 2.86 3.57 4.29 5.00 5.71 6.43 7.14 1421/3 2.11 2.81 3.51 4.21 4.91 5.61 6.31 7.08 145 2.07 2.76 3.45 4.14 4.83 5.52 6.21 6.90 1471/3 2.04 2.71 3.39 4.07 4.75 5.42 6.10 6.78 150 2.00 2.67 3.33 4.00 4.67 5.33 6.00 6,67 1521/3 1.97 2.62 3.28 3.93 4.59 5.25 5.90 6,56 155 1.94 2.58 3.23 3.87 4.52 5.16 5.80 6,45 1571/0 1.91 2.54 3.17 3.81 4.44 5.08 5.71 6,35 160 1.88 2.50 3.13 3.75 4.38 5.00 5.63 6.25 1621/3 1.85 2.46 3.08 3.69 4.31 4.92 5.54 6.15 165 1.82 2.42 3.03 3.64 4.24 4.85 5.46 6.06 1671/3 1.79 2.39 2.99 3.58 4.18 4.78 5.38 5.97 170 1.77 2.35 2.94 3.53 4.12 4.71 5.29 5.88 1721/2 1.74 2.32 2.90 3.48 4.06 4.64 5.21 5.80 175 1.72 2.29 2.86 3.43 4.00 4.57 5.14 5,71 1771/2 1.69 2.25 2.82" 3.38 3.94 4.51 5.07 5,63 180 1.67 2.22 2.78 3.33 3.89 4.44 5.00 5,56 I821/3 1.65 2.19 2.74 3.29 3.84 4.38 4.93 5,48 18f 1.62 2.16 2.70 3.24 3.78 4.32 4.86 5,41 1 871/3 1.60 2.13 2.67 3.20 3.73 4.27 4.79 5,33 190 1.58 2.11 2.63 3.16 3.68 4.21 *.73 5,26 DIVIDENDS. 1105 Price % 3% 4% 5% 6% 7% 8% 9% 10% 1921/2 1.56 2.08 2.60 3.12 3.64 4.16 4.67 5.iy 195 1.54 2.05 2.56 3.08 3.59 4.10 4.61 5.13 197^2 1.52 2.03 2.53 3.04 3.54 4.05 4.54 5.o(; 200 1.50 2.00 2.50 3.00 .'{..50 t.OO 4.50 5.00 205 1.47 1.95 2.44 2.9;i .{.41 3. Oil 4.39 4.88 210 1.43 1.90 2.38 2.86 3.33 3.81 4.28 4.76 ?15 1.40 1.86 2.33 2.79 3.26 3.72 4.18 4.65 220 1.37 1.82 2.27 2.73 3.18 3.64 4.08 4.55 225 1.34 1.78 2.22 2.67 3.11 3.56 4.00 4.44 230 1.31 1.74 2.17 2.61 3.04 3.48 3.91 4.35 235 1.28 1.70 2.13 2.55 2.98 3.40 3.83 4.26 240 1.25 1.67 2.08 2.50 2.92 .•{.33 3.75 4.17 215 1.23 1.63 2.04 2.45 2.86 3.27 3.68 4.0H 25i) 1.20 1.60 2.00 2.40 2.80 3.20 3.60 4.00 255 1.18 1.57 1.96 2.35 2.75 3.14 ' 3.53 3.92 260 1.16 1.54 1.92 2.31 2.69 3.08 3.46 3.85 265 1.13 1.51 1.89 2.26 2.64 3.02 3.39 3.77 270 1.11 1.4S 1.85 2.22 2.59 2.96 3.33 3.70 275 1.09 1.45 1.82 2.18 2.55 2.01 3.27 3.64 280 1.07 1.43 1.79 2.14 2.50 2.?6 3.21 3.57 285 1.06 1.40 1.75 2.11 2.46 2.81 3.16 3.51 290 1.04 1.38 1.72 2.07 2.41 .76 3.10 3.45 295 1.02 1.36 1.69 2.03 2.37 2.71 3.05 3.39 300 1.00 1.33 1.67 2.00 2.33 2.67 3.00 3.33 CHAPTER XXIII. VOTING TRUSTS. ' Form 1550. VOTING TRUST AGREEMENT. '■ Agreement made this day of 191 . . between all the stockholders of The Company, a corporation or- ganized under the laws of the State of , and having its principal office at , , who shall become parties to this agreement by signing the same, hereinafter called the stockholders, parties of the first part, and and apd of , hereinafter called the Trustees, parties of the second part. Whereas the said Company is indebted to sundry persons and corporations in a considerable amount for the construction, equipment and betterments of its plants, and is in need of funds for the purpose of paying such indebtedness, and also for the purpose of developing its plant and earning capacity, and placing it upon a dividend paying basis; and Whereas certain stockholders of said company as a means and for the purpose of enabling said company to raise and obtain the necessary funds to pay said indebtedness and to improve and develop its plant and earning capacity, heretofore donated and surrendered a certain per- centage of the capital stock of said company owned by them, and deposited the same in the hands of said and and as Trustees and agents to sell the same for the benefit of said company for a sum of not less than dollars; and Whereas said and thereafter formed a syndicate for the purchase of said stock so deposited with them and at the request and with the consent of all parties hereto sold said stock so deposited with them to the members of said syndicate for the sum of dollars, with the express understanding and agreement which was made a part of the consideration for the purchase and sale of said stock, and which understanding was and hereby is ratified by all of the parties hereto, that the stockholders of said company owning a majority of the capital stock thereof would act together jointly and severally in the manner hereinafter set forth; and Whereas the stockholders believe it to be essential to their interests to protect themselves against the purchase of a majority of the shares of the company by parties acting on behalf of the corporate or other interests, to which the rights of the remaining stockholders would be subordinated, and also believe that it is essential for the success of said company and for the best interest of all the stockholders thereof that the said company shall be managed and directed during the next ten years of 1106 VOTING TRUSTS. 1107 its existence under a definite and fixed policy to secure a union of all the interests in order to properly develop the rights, privileges, fran- chises, property and earning capacity of said company; and Whereas they believe that their object can be best accomplished by acting together jointly and severally in the manner hereinafter set forth, the agreement of each constituting one of the considerations for the agreement of the others, and in particular by giving to the trustees -as their agents and attorneys in fact an irrevocable power of sale upon the terms and conditions hereinafter set forth; and Whereas for the purpose of tliis protection the stocklioMers have requested the Trustees to take and hold for the period hereinafter stated the legal title to said shares, the same to be held by them upon an active trust, and to act under the terms of this agreement and the Trustees have agreed so to do; Now this Agreement Witnesseth: The stockholders in consideration of mutual agreements and in consideration of the purchase of said stock by said syndicate do agree to and with each other and with Trustees, and Trustees do agree with the stockholders as follows: First. Each party hereto of the first part holding shares of the capital stock of the said Company to the number set opposite his, her or its name, as hereunto subscribed, respectively, hereby severally agrees to deposit the same and the certificates therefor, with sufficient transfers thereof, in favor of the persons hereinbefore named as Trustees, with the Trust Company of (hereinafter called the Depositary), and to receive in exchange therefor certificates hereinafter referred to, and upon the making of such deposit all shares represented by the stock certificates so deposited shall be transferred upon the books of said Company, to the names of said Trustees, who are hereby fully authorized, and empowered to cause such transfers to be made, and also to cause any further transfers of said shares to be made which may become necessary through the occurrence of any change of the persons holding the office of Trustees as hereinafter provided. And during the period this agreement shall be in force said Trustees shall possess the legal title to such shares deposited, and be entitled to exercise all rights of every name and nature, including the right to vote in person or by proxy in respect of any and all such shares ; it being, how- ever, understood that the holders of the trust certificates to be issued by the Trustees shall be entitled to receive payments equal to the dividends, if any, collected by said Trustees upon shares of said stock standing in their names. Second. The Trustees do hereby promise and agree with the stockholders and with every holder of certificates issued as hereinafter provided, that from time to time upon request they will cause to be issued to the several stockholders in respect of all stock deposited by them, certificates to an aggregate amount equal to the amount of all stock so deposited, and which certificates shall be in substantially the following form: The Company. "No Shares. This certifies that has deposiied shares of the capital stock of the above named Company, of the par value of One Hundred Dollars ($100) eack, with the Trust 1108 CORPORATION FORMS AND PRECEDENTS. Company of , , imder an agreement be- tween and and Trustees, and certain stockholders of said Company, bearing date the day of , 191 This certificate and the in- terest represented thereby is transferable only on the books of said Trus- tees upon the presentation and surrender hereof. This certificate is not valid unless countersigned by the transfer oflBcer of the Trustees and counter- signed and registered by the Registrar. The holder of this certificate takes the same subject to all the terms and conditions of the aforesaid agree- ment between the Trustees and certain stockholders of said Company, and becomes a party to said agreement, and is entitled to the benefits thereof. In witness whereof the Trustees have caused this certificate to be signed by their duly appointed agent this day of , 191.... Trustees, By their agent hereunder: Countersigned : Transfer Officer. Countersigned and registered this day of , 191 .... Trust Company, By ' Registrar. Third. From time to time after this agreement shall have taken effect the Trustees may receive any additional full paid shares of the capital stock of the said -Company upon the terms and the condi- tions of this agreement, and in respect of all such shares so received will issue and deliver certificates similar to those above mentioned, entitling the holder to all the rights above specified. Fourth. All dividends that may accrue upon the stock so deposited shall be paid by the Trustees to the said Depositary, who shall distribute the same pro rata among the holders of said certificates of interest in the proportion in which they shall severally be. entitled thereto. Fifth. During the period from the date hereof to and including the day of , 191 . . . . , stockholders agree with each other and with the Trustees, and the Trustees accept the trust upon the condition of this agreement, that they will not sell their respective shares, although they will be at liberty to deal with Depositary's certificates in the way of sale or otherwise as to them shall seem meet. Sixth. During said period the Trustees shall have the exclusive power to sell said shares; provided that no sale shall be made by said Trustees save of all thg deposited shares in lump. No sale shall be made at a less price than at the rate of .$1.50 for each and every share so deposited. Seventh. In case of a sale at any time during the period aforesaid, the proceeds of same shall be deposited with Depositary, who shall distribute' the same to and amongst the holders of its certificates upon the surrender thereof. The distribution shall be pro rata amongst the shares and there shall be no discrimination amongst the holders in the distribution. Any VOTING TRUSTS. 1109 shares helcl or controlled by Trustees shall share pro rata with all shares ■ Eighth. The Committee may in the names, and for the account of, the Claimants, employ such attorneys, counsel, accountants, agents, apprais- ers, experts and other persons and may incur such expenses and make such agreements as to compensation and otherwise as in their judgment shall be proper. All contracts and agreements so made, and all expenses so incurred, shall be apportioned among the Claimants by the Committee as nearly as may be in the proportion of their respective interests and of the benefits received by them, to be determined by the Committee. All such burdens shall constitute a prior lion or charge against the claimants and the stock and claims deposited and assigned by them and against any of the pro- ceeds thereof. Ninth. The Claimants shall deposit with the Committee from time to time sworn stateTuents of their claims supported by such further proofs as they may be aV)lo to obtain and by their checks and other vouchers. They will lend the Committee every possible assistance in gathering the evidence on which to sustain said claims, and will place their witnesses, books of account and other evidences at the disposal of the Committee. Neither the Committee, nor any member thereof, assumes, either indi- vidually or as a Committee, any responsibility or liability with respect to any matter or lliiiig which is the suViject of this agreement. The Committee assumes and enters upon the performance of the duties hereof ujion the oxjjross agreement that they shall at all times be kept fully indoinuilieil by the Claimants from and against each and every manner of demand, cause of action and liability on account of every matter and thing, except that each of the members of the Connuittoe shall be personally liable but not one for the other, for his own personal fraud. 1148 CORPORATION FORMS AND PRECEDENTS. The members of the Committee, or any of them, may resign the duties hereby assumed on -written notice to his associates. In the eveut of the death, resignation, or other disqualification of any of the members, his successor may be selected by a majority of the remain- ing members from among the Claimants. The Committee rnay, from time to time, add to its number by electing an additional member or addi- tional members, and the member or members so selected shall have all the powers of a member of the Committee, and shall, together with those herein named or their successor or successors, constitute the Committee under this agreement, with like powers and effect as if they were specifically named hereip. Tenth. The term "Committee" as used in this agreement shall be deemed to apply to the successors of the parties hereto. No member of the Committee shall be deemed in anywise restricted by his trust relation in the enforcement of his individual rights and claims as one of the Claimants. Nor shall the fact of his recovery by suit, settle- ment or otherwise of any part of his claim for his individual benefit involve any accountability on his part to the Claimants. None of said Claimants shall be entitled to share in the recovery that may be had by any other Claimant or in the result of any action to which he was not a party. Eleventh. Every claimant who shall deposit his stock with, or transfer his claim to- the Committee, or who shall participate in the benefits of this Agreement shall for all purposes be deemed a party hereto, as though he had executed the same. This agreement may be executed by the Claimants separately in different parts or duplicates and the parts or duplicates so executed shall be taken as one Agreement. ^ Twelfth, This Agreement shall be binding upon the heirs, executors and legal representatives of the Claimants and upon the Committee and its successors as a Committee. The undersigned represent to the Committee and to each other, that upon the faith of the above mentioned dividends and statements, they acquired stock in said Company in the amounts and at the times set opposite to their names respectively. In consideration of the agreements herein set forth on the part of the said Committee, the Claimants for themselves their executors, administra- tors and assigns hereby agree, that the authority hereby conferred by them upon the said Committee shall not terminate nor be terminable except at the option of said Committee, pending any litigation instituted by or on behalf of the Committee, or carried on under its discretion. The Committee may act by a majority of its members either at a regular or special meeting convened on notice or by writing signed by such major- ity, without a meeting. In Witness Whereof, the parties hereto have hereunto subscribed this instrument the day and year first above written. (Signed) ^ Chairman. \ Committee. Name. STOCKHOLDERS' AGREEMENTS. 1149 No. of Certif. Date of Address. Shares. No. Purchase. See generally as to suits by stockholders, Cook on Corporations, §734; Clark & M., Corp., §§ 5:H-556. See for agreement to share expenses of patent suit, 1- orm ^iil, post. CHAPTER XXV. NEGOTIABLE INSTRUMENTS. Form 1581. SIMPLE PROMISSORY NOTE. $ New York, Jan. 22, 1912. Thirty days after date (or, on the day of , 191. .. ., or, on demand) The Company promises to pay to the order of the sum of dollars, with interest at the rate of per cent, per annum from date until paid, for value received. Payable at the Bank The Company, of, By (Title of officer.) Form 1582. NOTE PAYABLE TO CORPORATION. $ Philadelphia, Pa., Jan , 19. . . . For value received after date I promise to pay to the order of The Company the sum of dollars with interest from date until paid at the rate of per cent per annum. Payable at the Bank of Form 1583. DRAFT BY CORPORATION. $ Chicago, 111., Jan. 22, 1912. At sight (or days after date)" pay to the order of The Company the sum of dollars, and charge to the account of, The ., Company, By President. To , 1150 ii NEGOTIABLE INSTRUMENTS. 1151 Form 1584. ENDORSEMENT OF NOTE OR DRAFT BY CORPORATION. a E o m O «* _ in .a o ■4-» D a 01 Eh Form 1585. ENDORSEMENT OF NOTE BY CORPORATION. > > r "^ . . n . tj E ^ • 2 ■ D o ■ 5 a ■ cS : £ - c a .c 5 .a ^ (1h 1152 CORPORATION FORMS AND PRECEDENTS. Form 1586. ENDORSEMENT OF NOTE WITHOUT RECOURSE. : I o E o O OQ 3 O ^ > o — . c3 e4 cu if s ^ o ^■^^ m O . >-> a> ■ t> o : 5fi Oi • o Ii • '•-' o . o v^' .4^ in • • .2 Ol o : • H ^ P4 W) a > •3 > •^ ^.§^ 1 E- • 1154 CORPORATION FORMS AND PRECEDENTS. •'Porm 1590. RESTRICTIVE ENDORSEMENT. a a a, S o a o i >4 v t> o o Form 1591. PROMISSORY NOTE AND ENDORSEMENTS. $6,000.00 New Orleans, La., Feb'ry 5th, 1907. Twelve months after date we promise to pay to the order of ourselven six thousand 00/000 dollars, for value received, with interest at the rate of six per cent, per annum from date until paid. Sancho Packing Company, [Indorsed on back:] Jno. A. Wogan, Secty. Sancho Packing Co., Jno. A. Wogan, Secty. Jules M. Wogan. Jno. A. Wogan. Z. W. Tinker. T. L. Macon, Jr. Pay Comc'l N. Bk., N. O., or order for collection. The Nat '1 Bank of Commerce, in St. Louis, J. A. Lewis, Cashier. The above note was involved in National Bank of CJommerce v. Sancho Packing Co., 186 Fed. 257. The by-laws of the corporation required that notes be signed by the treasurer. The secretary who was also treasurer signed the notes, but added the word "secretary" instead of "treasurer," after his name. It was held that this was immaterial. Form 1592. NON-NEGOTIABLE NOTE. $.3,166.00 New York, January 15th, 1906. Six months after date we promise to pay to the order of Regenerated NEGOTIABLE INSTRUMENTS. 1155 Cold Air Co., thirty-oue hundred and sixty-six 00/100 dollars at 487 Broad- way, N. Y. City, with interest at 6% per annum. Value received, subject to terms of contract between maker and payee on Oct. 25th, 1905. No Due July 15th, '06. Klots Throwing Co., H. D. Klots, Prest. The above note was held to nonncgot ialjle in Klots Throwing Co. v. Manu- facturers ' Com. Co., 179 Fed. 813, on account of the reference to the con- tract. See McClelland v. Norfolk, etc., li. K. Co., 110 N. Y. 409, 1 L. R. A. 299; Jewett v. Lyon, 3 Greene (Iowa) 577; Cushing v. Field, 70 Me. 50, 35 Am. Rep. 29.3; American Ex. Bank v. Blanchard, 7 Allen (Mass.) 333; McComas v. Haas, 107 Ind. 512. •See Form 1310, aupra. Form 1593. COLLATERAL NOTE BY CORPORATION TO BANK. $20,000.00 Philadelphia, June 1st, 1904. On September 1st, 1904, for Value Received, we promise to pay to the order of The Fourth Street National Bank, Philada. Twenty Thousand Dollars, having deposited as collateral security for payment of this or any other liability or liabilities to said holder hereof, due or to become due, or that may be hereafter contracted, the following property, viz: $19,000.00 The Diamond State Steel Co. 1st mtge. 4% bonds $6,720.00 L. & N. E. R. R. Co. 5% constd. mtge. bonds with the right on the part of the holder hereof, to repledge the securities above mentioned, or to substitute or exchange for the same other certificates of like tenor and amount, and also from time to time to demand addi- tional collateral security, and upon failure to comply with any such demand, this obligation shall forthwith become due, with full power and authority, to the holder hereof, or assigns, in case of such default, or of the non- payment of any of the liabilities above mentioned at maturity, to sell, assign and deliver the whole, or any part of such securities, or any substi- tutes therefor or additiftns thereto, at any broker's board, or at public or private sale, at their option, at any time or times thereafter, without adver- tisement or notice to the undersigned, and with the right on the part of the holder hereof, to become purchaser thereof at such sale or sales, freed and discharged of any equity of redemption. And after deducting all legal or other costs and expenses for collection, sale and delivery, to apply the residue of the proceeds of such sale or sales so made, to pay any, either or all of said liabilities, as said holder hereof shall deem proper, returning the overplus to the undersigned; and the undersigned will still remain liable for any amount so unpaid. It being further understood and agreed that The Fourth Street National Bank of Philadelphia shall have a like lien upon any and all funds, stocks, bonds, notes, and other property at any time in the hands of the said Bank belonging to the maker, or endorser or endorsers, or guarantor or guarantors hereof, as security for this note and for any and all liability or liabilities, matured or unmatured, of such maker, endorser or endorsers, guarantor or guarantors to said Bank, 1156 CORPORATION FORMS AND PRECEDENTS. which lien shall be enforceable in like manner and shall be subject to all the provisions herein above and before mentioned and set out. Payable at The Fourth Street National Bank. The Diamond State Steel Co., Frank W. Todd, Assistant Treasurer. The Diamond State Steel Co., H. T. Wallace, President. Hitner v. Diamond State Steel Co., 176 F. 384. See generally as to the power of a corporation to borrow money on notes and pledge its bonds as security. Cook on Corporations, §§760-763; Clark & M., Corp., §§ 180-183. For other forms of collateral notes, see Forms 1321-1324, svpra. For form of collateral note secured by assignment of account and other forms in connection therewith, see In re Pittsburg Industrial Iron Works, 179 Fed. 151, modified in Guarantee, etc., Co. v. First Nat. Bank, 185 Fed. 373. Form 1594. COLLATERAL NOTE BY CORPORATION (ANOTHER FORM). $75,000. No New York, April 1, 1907. On April 1, 1908; fixed, for value received, the Western Maryland Eail- road Company hereby promises to pay, to its own order, at the office of the Farmer's Loan and Trust Company in the city of New York, seventy- five thousand dollars with interest, payable on the first days of April, July, October and January, at the rate of six per cent, per annum untd paid, having deposited herewith, as collateral security for the payment of this note, $100,000 par value Western Maryland Eailroad Company's first mortgage 4% bonds, of $1,000 each, bearing all coupons unmatured at this date, numbered from to both inclusive, and does hereby give full authority to the holder hereof to sell the whole or any part thereof, at any broker's board, or at public or private sale, at the option of the holder hereof, on the non-performance of this promise, or in case of the insolvency, bankn^ptcy or failure of the undersigned, and without notice of intention to sell, or of the time or place of sale and without demand of payment of this note; and in case of any sale or other disposition of any of the securities aforesaid, after deducting all expenses of collection and sale, to apply the residue of the proceeds to pay this note. And in case of deficiency the undersigned agrees to pay to the holder hereof the amount thereof forthwith after such sale with legal interest. It is also agreed and understood that upon any sale of any of said collat- erals the holder hereof may become the purchaser of all or any part thereof, and hold the same thereafter in his, or its own right absolutely free from any claim of the undersigned [Seal] Western Maryland Railroad Company, Attest: L. F. Timmerman, By B. F. Bush, Secretary. President. Endorsed on back by maker. See Bush v. Adams, 165 Fed. 802, where the right of the pledgee to purchase was considered. See note to preceding form. NEGOTIABLE INSTRUMENTS. 1157 Form 1595. COLLATERAL NOTE SECURED BY STOCK AND BONDS. $17,OOU.OO. Louisville, Ky., August 19, lyoij. r'our months after date we promise to pay to the Columbia Finance anil Trust Company of the city of Louisville, or order, seventeen thousand dollar^, in gold coin of the United States of America, of the present stand- ard of weight and fineness,' without defalcation, for value received, with interest in like gold coin at the rate of (> per cent, per annum from date until paid, said interest payable with note. This note is negotiable and payable at the oftice of the Columbia Finance and Trust Company in Louisville, Ky. We have this day pledged with the Columbia Finance and Trust Company the following securities: • Note, Central Clay Product Co. to order Perfect Combustion Co., dated June 10, 1902, at four months for $22,500.00. $40,000.00 of first mortgage bonds of the Central Clay Product Co., dated June 16th, 1902, and due June 16th, 1912. 200 shares of preferred and 240 shares of common stock of the Central Clay Product Company. This pledge is made to secure all sums of money for which the under- signed may be now or may hereafter become liable to the said trust com- pany, either as principal, surety, guarantor, or indorser. The said trust company may at any time demand further collateral satisfactory to it. to be deposited for the securing of any debt owing to it by the undersigned, and, if so demanded, the undersigned promises to comply with said demands. In default of such compliance, any or all debts, without regard to the time of maturity specified in the notes evidencing the same, shall become due and payable at the option of said trust company or the holder. In default of payment of this or any other obligation of the undersigned to said truet company, or of any interest which may be due and payable according to the terms of any obligation, whether such maturity occurs by expiration of time, or by reason of declaration of maturity under the foregoing pro- vision, or nonpayment by the undersigned of any overdraft of his account with said trust company, the said trust company may sell and deliver the whole, or any part of all collateral whioh may have been delivered to it, or left in its possession by the undersigned as collateral, or for safe-keeping, or otherwise, at any board of trade, or at public or private" sale, at the option of said trust company, without either advertisement or notice to the under- signed, which are hereby expressly waived. If said collaterals are sold at public sale, the said trust company may purchase the whole or any part thereof, and have clear title thereto. In case of such public or private sale, the said trust company may first deduct from the amount realized all ex- penses of sale of the collaterals or property, and may then apply the residue to any one or more of the said liabilities, whether due according to their terms or not, as either of its officers shall deem proper; returning the sur- plus, if any, to any of the undersigned, all of whom shall remain liable to the company for any deficit remaining after such sale. It is agreed that any collateral held by the trust company may be, by mutual consent of the trust company, an(l any of the undersigned, ex- 1158 CORPORATION FORMS AND PRECJ^DENTS. changed for other collateral, which new collateral shall be held by the trust company subject to the terms hereinabove set forth. The said trust company, in dealing with said collateral, is to be under no liability or obligation whatever to any person bound as surety or in- dorser with the principal hereto, and may at its option, without any respon- sibility to any person so bound, deliver to the principal hereof any or all of said collaterals, with or without substitution of other collateral. The Perfect Combustion Co. of America, E. C. Brice, Prest, Benj. W. Wilson, Treas. See Columbia Finance Co. v. Purcell, 146 Fed. 85, where the liability of an anomalous endorser of the above note was involved. See Form 1329, supra, for agreement giving rise to above note. Form 1596. COLLATERAL TRUST NOTE WITH GUARANTY. State of $500.00 No The Company 6% Collateral Trust Notes. Numbered to inclusive, in denominations of $500-$1000. Amounting in the aggregate to $100,000. 19 Twenty-four months after date, the Company promises to pay to its own order, Five Hundred Dollars ($.)00), with interest, at six (6) per cent from date, payable every six months, without defalcation, for value received, having deposited herewith as collateral security One Thousand Dollars (1,000) of the First Mortgage five per cent. Twenty- year Gold Bonds, of the Company. The Company reserves the right to Redeem this Note at any Semi-annual Interest Day by the payment of principal thereof and accrued interest, together with a premium of three (3) per cent. The Company authorizes the holder of this Note, upon the non-performance of this promise at maturity, to sell either at any Broker's Board or at public or private sale, the whole or any part of said collaterals, without demanding payment of this Note or the del)t due thereon and without further notice, and apply proceeds or as much thereof as may be necessary, to the payment of this Note and all necessary expenses and charges, holding the said Company responsible for any deficiency. Interest and Principal Payable at the Office of The Company, of Company, By President. Treasurer. (Endorse as follows:) NEGOTIABLE INSTKUMEXTS. 1159 INDORSEMENTS. For value received, we, the undersigned, hereby guarantee the prompt payment of the principal and interest of the within Trust Note. For value received hereby Sell, Assign and Transfer unto , . '. Company, Treasurer. By See note to Form 1593, supra. Form 1597. SHORT TERM NOTE. UNITED STATES OF AMERICA. State of Illinois. $1000.00 .$1000.00 No.... Series... The Company. Five Per Cent Gold Note. The Company, a corporation of said State of Illinois, for value received, hereby promises to pay to the bearer hereof ONE THOUSAND DOLLARS in Gold Coin of the United States of America, of or equal to the present standard of weight and fineness, on the first day of July, 19...., at the Banking House of the Trust Company, No , in the City of , and to pay interest thereon from the first day of July, 10. . . ., at the rate of Five Per Cent per annum in like gold coin .semiannually, on the first day of January and the first day of July in each year, upon presentation and surrender of the annexed interest coupons as they shall respectively mature, and until the payment of said principal sum. Both the principal and interest of this note are payable without deduction for any tax or taxes or other charge that The Company may be required to pay thereon, or to retain therefrom under any present or future law or ordinance of the United States, or of any State, County or Municipality therein. Tins note is one of an authorized issue of coupon notes aggregating Two Million Dollars face value of principal, known as the "Five Per Cent Gold Notes" of The Company, divided into four Series of equal amounts, designated respectively as "Series A," " Series B," "Series C, " and "Series D"; those pf Series A to be numbered from 1 to 500 inclusive and to be and become due July 1st, 19 ; those of Series B to be numbered from 501 to 1000 inclusive and to be and become due July 1st, 19. ... ; those of Series C to be numbered from 1001 to 1500 inclusive and to be and become due July ]st, 19 ; and those of Series D to be numbered from 1501 to 2000 inclusive and to be and become due July Ist. 19 ; and all of such notes are to be for $1000.00 each, and of like tenor and effect, except for the differences herein shown. The Company covenants that so long as this note is unpaid it will not mortgage nor permit to be mortgaged, directly or 1160 CORPORATION FORMS AND PRECEDENTS. indirectly, any plant or real estate now owned by it, unless it shall have deposited with said Trust Company to be applied to the pay- ment of this note, the full amount due and to become due hereon. If the above covenant shall be broken or if default shall be made in the payment of any interest due on this note, or of any principal or interest due on any of the other notes aforesaid, the holder hereof may immediately demand payment of the principal hereof with the accrued interest, by presentation of this note with all unpaid coupons attached, at said Bank- ing House of the Trust Company, and said principal and accrued interest shall thereupon become due and payable, and The Company will immediately pay the same. No recourse shall be had for the payment of any part of the principal or interest of this note against any stockholder, officer or director of The Company, either*directly or through it by virtue of any law or by enforcement of any assessment, or otherwise; any and all liability of such stockholders, directors and officers being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly released. This note shall not be valid or become obligatory for any purpose until it shall have been countersigned by the said Trust Com- pany, such countersignature, however, being only for security against over- issue. In Witness Whereof, said The Company ha9 caused this note to be signed by its President or one of its Vice Pres- idents, and its corporate seal to be hereunto affixed, and to be attested by its Secretary or an Assistant Secretary, this day of , One Thousand Nine Hundred and , and the annexed coupons to be executed with the engraved facsimile signature of its Treasurer, [Corporate Seal] The Company, By Its President. Attest : Secretary. Countersigned : Trust Company, By President. See for other forms of short term notes. Forms 1601, 1684, 1685, 1687, 1688, post. See note to Form 1593, supra. Form 1598. FORM OF COUPON. No The Company Will pay to the bearer on the PMrst day of , 19. . ., at the office of the Trust Company, No , in the City of TWENTY-FIVE DOLLARS in Gold Coin of the United States of America, being six months' interest NEGOTIABLE INSTRUMENTS. IIGI then ^ue upon its Five Per Cent Gold Note, Series , No , Due , 19 $25.00. Treasurer. See generally as to the negotiability of coupons, Cook on Corjiorations, § 771; Clark & M., Corp., § 183e. Form 1599. RESOLUTION AUTHORIZING ISSUE OF SHORT-TERM NOTES. Whereas, The Company has incurred certain indebtedness in the building of new plants and in making improvements to, extensions, enlargements and betterments of the property now owned by it, and in the acquisition of large tracts of land, and contemplates additions to and extensions, enlargements and betterments of the proi>erty now owned by it and the acquisition of further real estate, and otherwise wishes to furthor its several corporate powers and objects. Now Therefore be it Resolved, That for the purpose of making payment in part for the said indebtedness so incurred, and of providing funds to make additions to and extensions, enlargements and betterments of the properties now owned or hereafter acquired by it, and otherwise to further its several corporate powers and objects, The Company make an issue of coupon notes for an aggregate principal sum not exceeding Two Million Dollars face value of principal, known as its "Five Per Cent Gold Notes," divided into four Series of equal amounts, designated respec- tively as "Series A," "Series B," "Series C," and "Series D"; those of Series A to be numbered from 1 to 500 inclusive and to be and become due July 1st 19 ; those of Series B to be numbered from 501 to 1000 inclu- sive and to be and become due July 1st, 19...; those of Series C to be numbered from 1001 to 1500 inclusive and to be and become due July 1st, 19... ; and those of Series D to be numbered from 1501 to 2000 inclusive and to be and become due July 1st, 19... ; each of said notes to be for One Thousand Dollars and of like tenor and effect, except for the differ- ences herein shown; to be dated July 1st, 19 ; to be payable in gold coin of the United States of America, of, or equal to the present standard of weight and fineness, at the Banking House of the Trust Company, No St., in the City of , and to bear interest from date at the rate of Five Per Cent per annum, payable in like gold coin at said Banking House of the Trust Company semi annually on the first day of January and the first day of July in each year, upon presentation and surrender of the annexed interest coupons as they shall respectively mature, and until the payment of the principal of said note, to provide that such principal and interest shall be payable with- out deduction for any tax or taxes or other charge that The Company may be required to pay thereon, or to retain therefrom, un^ler any present or future law or ordinance of the United States, or any State, County or ^lunieipality therein, to contain a covenant that so long as such note shall be unpaid The Company will not mortgage nor permit to be mortgaged, directly or indirectly, any plant or real estate 1162 CORPORATION FORMS AND PRECEDENTS. owned by it at the date of said note, unless it shall have deposited with said Trust Company, to be applied to the payment of said note, the full amount due and to become due thereon, to provide that if such covenant shall be broken or if default shall be made in the payment of any interest due on such note, or of any principal or interest due on any of said other "Five Per Cent Gold Notes,'' the holder may immediately demand payment of the principal of said note with accrued interest, by presentation of said note with all unpaid coupons attached, at said Banking House of the Trust Company, and said principal and accrued interest shall thereupon become due and payable, and The Com- pany shall immediately pay the same, and to also provide that the same shall not be valid or become obligatory for any purpose until it shall have been countersigned by said Trust Company, such counter- signature, however, being only for security against over-issue; Further Eesolved, That the form of said notes so resolved to be issued with the coupons to be attached thereto, shall be in the form, or substantially the form, following, viz. : FOEM OF NOTE. (Here insert form of note.) FORM OF INTEREST COUPON. (Here insert form of coupon.) Further Resolved, That said notes be executed in the name and in behalf of The Company by its President, or one of its Vice- Presidents, and its corporate seal be affixed to each of said notes and attested by the Secretary, or an Assistant Secretary of the Company. Further Resolved, That inasmuch as each of the coupons for interest to be attached to said notes is to bear the fac-simile signature of the present Treasurer, or of some future Treasurer of The Company, for that purpose The Company may adopt and may use the engraved fac-simile signature of any person who shall have been Treasurer, notwithstanding the fact that he may have ceased to be such Treasurer at the time the notes to which such coupons belong shall actually be authenticated or be delivered; Further Resolved, That in case any officers who shall sign and seal any notes shall cease to be such officers before the notes so signed and sealed shall have been actually countersigned by the Trust Company, delivered or issued, such notes may nevertheless be adopted by The Company, and may be countersigned, delivered and issued as though • the persons who had signed and sealed such notes had not ceased to be officers of The Company ; Further Resolved, That from time to time such notes shall be issued, authenticated and delivered, and may be disposed of in the manner and upon the terms and conditions prescribed by a resolution or resolutions to be passed by the Board of Directors of this Company. See Forms 1.597-1.598, supra, for form of note referred to in the above resolution. For another form of resolution, "see next form. I J NEGOTIABLE INSTRUMENTS. 1163 Form 1600. RESOLUTION FOR ISSUE OF SHORT-TERM NOTES, WITH COVENANT AGAINST MORTGAGES. Be it Resolved, That the Coiiipuny make au issue of coupon notes for the aggregate principal sum of Three Hundred Thou- sand Dollars, each of said notes to be for One Thousand Dollars, and of like tenor and effect, to contain a covenant that so long as such note shall be unpaid the Company will not mortgage or l)crniit to be mortgaged, directly or indirectly, any ]dant or real estate owned by it at the date of said note, unless it shall have been deposited with said The Trust Company, to be applied to the pay- ment of said note, the full amount due and to become due thereon, and to I)rovide that if such covenant shall be broken, the holder may immediately demand payment of the principal of said note with accrued interest. See the two next following forms. See Forms 1663-1665, post. See preceding form. Form 1601. SHORT TERM NOTE WITH COVENANT AGAINST MORTGAGES. UNITED STATES OF AMERICA. State of $1000. No Company Six Per Cent. Gold Note, The Company, a corporation of said State of , for value received, hereby promises to pay to the bearer hereof One Thou- sand Dollars ($1000) in Gold Coin of the United States of America, of or equal to the present standard of weight and fineness, on the first day of June, 1914, at the Banking House of The Trust Company, No Street, in the City of , and to pay interest thereon from the first day of June, 1911, at the rate of six per centum in like gold coin semi-annually, on the first day of June and the first day of December in each year, upon presentation and surrender of the annexed interest coupons as they shall respectively mature, and until the payment of said principal sum. Both the principal and interest of this note are payable without deduction for any tax or taxes or other charges that the Com- pany may be required to pay thereon or to retain therefrom under any present or future law or ordinance of the United States, or of any State, County or Municipality therein. This note is one of an authorized issue of coupon notes aggregating Three Hundred Thousand Dollars, face value of principal, known as the "Six Per Cent. Gold Notes" of the Company, numbered from 1 to 300 inclusive, and to be and become due June 1. 1914; and all of said notes are to be for $1,000 each, and of like tenor and effect. The Company covenants that so long as this note is unpaid it will not mortgage or permit to be mortgage Vice President. See as to the liability of the corporation on corporate instruments made out in the name of an officer or agent instead of in the corporate name, Cook on Corporations, § 723; Clark & M., Corp., § 744e. See Norm 1510, siipra, for dividend check. Form 1623. CORPORATE CHECK (ANOTHER FORM). The Company. , No , , , 19.. .. Pay to the order of $ .r Dollars. For To Bank. The Company, , By President. Treasurer. See note to preceding form. Form 1624. ENDORSEMENT OF CHECK BY CORPORATION. Pay to the order of , $ The Company, By President (or other authorized officer.) See note to next form. Form 1625. ENDORSEMENT OF CHECK FOR DEPOSIT. Pay to the order of The Bank. The Company, By Treasurer (or other authorized officer.) For forms of endorsement without recourse, see Forms 1586, 1587, supra. See for other forms of endorsement, Forms 1584-1590, supra. NEGOTIABLE INSTRUMENTS. 1177 Form 1626. VOUCHER-CHECK. g : M g ■ u . O ; S « . w • J : M ; < ■ < : OS . < . -< •6 c 5 O E ^- .2 o en m .^ o ^ p .2 3 4> O g o DO C I- > O n H O Q No. New York, The Company. Pay to the order of $ . . . Payable at Countersigned Bank, New York. Dollari. . . Treasurer. .Auditor. Asst. Auditor. This voucher check is void if altered in any way, if claimed incorrect, return without indorsing and explain diflference. 5178 CORPORATION FORMS Ax\D PRECEDExNTS. BEVEKSE The Company, Street, New York. To Dr. 19.... Bill Kentlereil Less Contra Accduiil per Statement Herewith Approved for entry Entered by Form 1627. VOUCHER CHECK. Company. 19.... Voucher No.. Account Approved Approved for payment For the Comptroller Name and address of Payee Payee will please endorse on back. ' NEGOTIABLE INSTRUMENTS. 1179 REVERSE H g C 1, U a i» O (73 Ui - C5 t; 4* o cu z; tn ID 3> en "^ «! C fa J3 S o a <3 a c -^ .a o Pay to the order Countersigned Company. Treas. No Chicago, 111., , 19.. . 100 Dollars. Company. Auditor of Disbursements For Treasurer. To Bank, Form 1628. FORM OF LETTER WHEN VOUCHER CHECK IS USED. President. The Company General Offices and Works Bldg., . 19... Mess; s. Dear Sirs: — We beg to liami yon herewith Company's check No to your order on Baak, in settle- ment of your account for $ 1J80 CORPORATION FORMS AND PRECEDENTS. jj In acknowledgment, kindly sign and return the enclosed Voucher (Xo ) at your convenience, and oblige, Yours truly, The Company, By See Forms 1508-1509, for letter enclosing dividend check. Form 1629. VOUCHER. No. The Company To Dr. For Paid by Check No Approved for Payment: Vice-President. Correct. Received , 19 , of The Company Dollars in full of the above account. Read This: The above receipt must be dated and signed by the party in whose favor the voucher is made; or when signed by another party the authority for so doing must accompany it. Form 1630. BOND OF INDEMNITY ON PAYMENT OF LOST NOTE. Know all men by these presents, that we , as principal and , and , as sureties, all of in the County of , State of , are held and firmly bound unto Company, a corporation organized and exist- ing under the laws of the State of , in the penal sum of Dollars, lawful money of the United States of America, to be paid unto the said Company, its successors or assigns; to which payment well and truly to be made we bind ourselves, our heirs, exec- utors and administrators, jointly, severally and firmly by these presents. Sealed with our seals and signed by us this day of , A. D. 19 The condition of this obligation is such. That, Whereas, the above named Company, obligee in this Bond, did on the day of , A. D. 19. ... , make, execute and deliver to the above bounden its certain promissory note, bearing date of that day, for the sum of Dollars, payable on the day of , A. D. 19. . . ., to the order of the said , with interest on the same at the rate of per cent, per annum until paid, which said note is now due, and the above is desirous of having the same paid, and whereas, the said note is now lost or destroyed, and can- not be produced by the holder thereof. NEGOTIABLE INSTRUMENTS. 1181 Now therefore, In consideration of the iiremises and of the present pay- ment of the said note and the sum therein mentioned to the said to wit: the sum of Dollars, the receipt whereof is hereby acknowledged, if the above bounden and and their heirs, executors, or administrators, or any or either of them, do and shall from time to time, and at all times hereafter, save, defend, keep harmless, and indemnify the said Company and its successors of, from and against said note, and its future collection, and of and from any and all costs, damages and expenses that shall or may happen to or arise from the collection, or attempted collection of the said note against the said Company or its successors, and also will deliver up to it the said note for cancellation when and so soon as the same is found, then this obligation to be void, otherwise to be in full force, effect and virtue. Signed, Sealed and Qelivered in Presence of [Seal.] [Seal.] [Seal.] See next form and notes thereunder. Form 1631. BOND OF INDEMNITY ON PAYING A LOST BOND (ANOTHER FORM). Know all men by these presents, that we A. B., as principal and C. D., as surety are held and firmly bound unto The Company, a corporation organized and existing under the laws of the State of , in the just and full sum of dollars ; to the payment whereof, well and truly to be made to said The Company, its successors or assigns, we bind ourselves, our heirs, executors and admin- istrators, jointly and severally, firmly by these presents. Sealed with our seals and dated this day of , in the year 19. . . . Whereas the above named. The Company, did, by its bond or obligation, bearing date on the day of , in the year 19. . . ., become bound to the above bound A B, in the sum of dollars, conditioned for the payment of dollars unto the said A B, his heirs, executors, &c., on or before the day of , in the year 19...., as in and V>y the said bond, when produced, will more fully appear: And whereas the said bond is alleged to be lost, or so mislaid that the same cannot be found: And whereas said The Company, the day of the date hereof, at the request of him, the said A B, and on his promise of indemnity, has made him full satisfaction of and for the said bond: Now, the condition of this obligation is such, that if the above bound A B, his heirs, executors, or administrators, or any or either of them, do and shall, in case the said bond or obligation shall happen to be found, or come to his, their or any of their hands, custody or power, or tne hands, custody or power of any other person for them, deliver or cause 1182 CORPORATION FORMS AND PRECEDENTS. the same to be delivered unto said The Company, and its successors, in order to be made void, cancelled and destroyed, and also shall and do, from time to time, and at all times hereafter, save, keep harmless and indemnified, said The Company and its suc- cessors, of and from all actions, suits, costs, charges, damages and ex- penses whatsoever, which shall or may at any time hereafter happen or come to them, for or by reason of the said bond or obligation, or any of the money thereby paid, or for, touching and concerning the same: then this obligation to be void, else to remain in full force and virtue. [Seal.] [Seal.] See preceding form. The foregoing form can be readily adapted to the case of a lost note. See for bonds of indemnity in case of lost certificates of stock, Forms 1208-1210, supra, and notes thereunder. CHAPTER XXVI. DEEDS, MORTGACiES AND LEASES. Form 1632. WARRANTY DEED, CORPORATION TO CORPORATION. Tliis indeuturo, made this day of ^ in the year of cur Lord One Thousand Nine Hundred , between , a corporation created and existing under and by virtue of the laws of the State of , and doing business in the State of , party of the first j.art, and , a corporation created and exist- ing under and by virtue of the laws of the State of , having its principal office in the of and State of , party of the second part: Witncsseth, That the said party of the first part, for and in considera- tion, of the sum of Dollars of the United States of America to it in hand paid by the said party of the second part, at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, and the said party of the second part and its successors forever relcjised, acquitted and discharged therefrom, has granted, bar- gained, sold, remised, released, conveyed, aliened and confirmed, and by those presents does grant, bargain, sell, remise, release, convey, alien and confirm, unto the said party of the second part, and to its successors and assigns forever, all the following described lot , piece , or parcel of land, situated in the of , County of , and State of and kno\\n and described as follows, to-wit : Together with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim or demand whatsoever, of the said party of the first part, both in law and in equity or otherwise, of, in and to or out of, the above bargained premises, with the hereditaments and appurtenances; to have and to hold the said premises above bargained and described, with the appurtenances thereunto belonging unto the said party of the second part, its successors and assigns, and unto the only proper use and behoof of the said party of the second part, its successors and assigns, forever. And the party ,of the first part, for itself and its suc- cessors, does covenant, promise, grant and agree, to and with the said party of the second part, its successors and assigns, that at the time of the ensealing and delivery of these presents, it is well seized of the premises above conveyed, as of a good, sure, perfect, absolute and indefeasible estate of inheritance in law, in fee simple, and has good right, full power, and lawful authority to grant, bargain, sell and convey the same in manner and form aforesaid, and that the same are free and clear from all former 1183 1184 CORPORATION FORMS AND PRECEDENTS. '!! and other grants, bargains, sales, liens, judgments, taxes, assessments and encumbrances, of what kind or nature soever; and the above bargained premises, in the quiet and peaceable possession of the said party of the second part, its successors and assigns, against all and every other person or persons lawfully claiming or to claim the whole or any part thereof, the said party of the first part shall and will warrant and forever defend. This deed is executed pursuant to authority given by the Board of of said Corporation. In testimony whereof, The said hath hereunto caused its corporate seal to be affixed, and these presents to be signed by its President, and attested by its Secretary, the day and year first above written. Signed, sealed and delivered in presence of By President. [Corporate Seal] Atjest : Secretary. (Add acknowledgment.) The above deed may be converted into a special warranty deed by omit- ting the fourth paragraph, beginning with the words, "And the said, etc.," and ending with the words "warrant and forever defend," and substitut- ing therefor the following clause: ' ' And also that it, the said , its successors and assigns, the tract and parcel of land and premises above described, and herein mentioned to be granted, bargained, and sold, with the appurtenances, unto the said Company, its successors and assigns, shall and will warrant and forever defend, by these premises, against the claims of all persons whomsoever, claiming in any manner by, from, under, or in trust for, the said Company, party of the first part, or its successors. ' ' See generally as to the formalities of a corporate deed. Cook on Corpora- tions, § 722; Clark & M., Corp., § 192. Form 1633. QUIT CLAIM DEED, BY CORPORATION. This indenture, made this day of in the year of our Lord One Thousand Nine Hundred , between , a corporation created and existing by virtue of the laws of the State of and doing business in the State of , party of the first part, and *....., of the of in the County of , and State of .*. , party of the second part : Witnesseth, That the said party of the first part, for and in considera- tion of the sum of Dollars in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, and the said party of the second part forever released and discharged there- from, has remised, released, sold, conveyed, and quit-claimed, and by these presents does remise, release, sell, convey and quit-claim, unto the said party of the second part, heirs and assigns forever, all the right, title, interest, claim and demand which said party of the first part /"■ DEEDS, MORTGAGES AND LEASES. 1185 has in and to the following described lot , piece , or parcel of land, situated in the of , County of , and State of , and known and described as follows, to-\vit : To have and to hold the same, together with all and singular the ap- purtenances and privileges thereunto belonging, or in any wise thereunto appertaining; and all the estate, right, title, interest, and claim whatever, of the said party of the first part, either in law or equity, to the only proper use, benefit and behoof of the said party of the second part, heirs, and assigns forever. This deed is executed j)ursuant to authority given by the Board of of said Company. In testimony whereof. The said Company hath hereunto caused its corporate seal to be affixed, and these presents to be signed by its President, and attested by its Secretary, the day and year first above written: Signed, sealed and delivered in presence of By [Corporate Seal] President. Attest; ., Secretary. (Add acknowledgment.) See notes to next preceding form. Form 1634. DECLARATION OF TRUST IN LAND. Know all Men by these Presents: Whereas, The Company, a corporation organized and exist- ing under the laws of the State of , lately purchased of , in the County of , State of , a certain piece or parcel of land, with the appurtenances thereunto belonging, known and described as follows, to wit: (Describe land.) , situate, lying and being in the County of , State of , which said piece or parcel of land was, by the direction and appointment of the said The Company, con- veyed to me as grantee thereof, as by the said conveyance dated the day of , A. D. 19...., and recorded in the Eecorder 's office of County, State of , in Book of Eecords, on page will fully appear. And whereas, I had no right, title or interest in or to said piece or parcel of land, but the same was conveyed to me as grantee to hold in trust for the benefit of the said The Company and its successors. Now Therefore, Know Ye, That I, the said , do hereby acknowledge and declare, that I am nominated and named as grantee in said conveyance upon and in behalf of the said The Com- pany and its successors, as trustee, solely, and I do not claim to have any right, title or interest in said land or any portion fhereof, by virtue of said conveyance, to my own use or benefit, but solely* to the use and benefit 1186 CORPORATION FORMS AND PRECEDENTS. of the said The Company and its successors; and I, the said , do for myself and my heirs covenant with the said The Company -by these presents that I will at any time hereafter upon the proper written request of the said The Company and at its cost and expense, by good assurance and conveyance at law, convey and assure the said piece or parcel of land, and all my interest as such trustee therein, to the said The Company or to such other person or persons as it shall in writing nominate or appoint. In Witness Whereof, I have hereunto set my hand and seal this day of , A. D., 19 [Seal.] (Add acknowledgment.) Form 1635. DECLARATION BY TRUSTEE OF A TRUST. TO ALL TO WHOM THESE PRESENTS SHALL COME— GEEETING: Whereas, By a deed bearing date the day of , A. D. 19 , one of , in the County of and State of for and in consideration of Dollars, therein stated and expressed, did convey and grant to me, the following lands and real estate, with the appur- tenances thereunto belonging, to wit: (Describe land) , situate, lying and being in the County of and State of , to hold to me and my heirs, executors and administrators, which lands and real estate were heretofore the estate of Now therefore, know ye. That I the said do hereby acknowledge, testify and declare for myself my heirs, executors and ad- ministrators, that the said lands and real estate are the proper lands and real estate of The Company, a corporation organized and existing under the laws of the State of , and that the name of me, the said , in the said conveyance as grantee, is only used in trust for it said The Company and that I have no right, title or interest in the said lands, or real estate, or any part thereof, except as the trustee of said The Company and its successors, and that I, my heirs, executors and administrators will, upon the written request of said The Company and its successors, and at its or their proper costs and charges, make a proper release in writing of the trust hereby created, and will convey and assure to said The Company and its successors the said lands and real estate, so as aforesaid conveyed to me in trust, together with all and singular my estate, right, title and interest therein, in such manner as by it, said The Company, or its counsel, learned in the law, shall be reasonably requested. In Witness Wherof, I have hereunto set my hand and seal this day of , A. D. 19 [Seal.] (Add acknowledgment.) DEEDS, MORTGAGES AND LEASES. 1187 Form 1636. ARTICLES OF AGREEMENT FOR WARRANTY DEED. Articles of Agreement, .M.uit' this day of , in the year of our Lord One Thousand Nine Hundred and , between , party of the first part, and The Company, a corporation organized and existing under the laws of the State of , jiarty of the second part : Witnesseth, That, if the j)arty of the second part shall first make the payments and perform the covenants hereinafter .mentioned on its part to be made and performed, the said party of the first part hereby covenants and agrees to convey and assure to the said party of the second jiart, in fee simple, clear of all incumbrances whatever, by a good and sufficient Warranty Deed, the lot , piece , or parcel of ground, situated in the County of and State of ^ ., known and described as (Description.) , and the said party of the sec- ond part hereby covenants and agrees to pay to the said party of the first part the sum of Dollars in the manner following: with interest at the rate of per centum per annum, payable annually, on the whole sum remaining from time to time unpaid, and to pay all taxes, assessments or impositions that may be legally levied or imposed upon said land, subsequent to the year And in case of the failure of the said party of the second part to make either of the pay- ments, or any part thereof, or perform any of the covenants on its part hereby made and entered into, this contract shall, at the option of the party of the first part, be forfeited and determined, and the party of the second part shall forfeit all payments made by it on this contract, and such payments shall be retained by the said party of the first part in full satis- faction and in liquidation of all damages by sustained, and shall have the right to re-enter and taKe possession of the premises aforesaid. It is Mutually Agreed, By and between the parties hereto, that the time of payment shall be the essence of this contract and that all the covenants and agreements herein contained shall extend to and be obligatory upon the heirs, executors, administrators and assigns of the party of the first part and the successors and assigns of the party of the second part. Ill Witness Whereof, The said party of the first part has hereunto set hand and seal and the said party of the second part has caused these presents to be signed by its President, thereunto duly authorized, and its corjiorate seal to be hereunto aflixed and attested by its secretary the day and year first above written. Witnesses of signature of party of the first part: ' [Seai.] The Companj-, [Corporate Seal] By Attest: Its President. Secretary. (Add acknowledgment of . first party.) 1188 CORPORATION FORMS AND PRECEDENTS. !See for agreements for sale of corporate property, Forms 1236-1289, supra, and notes thereumier, and Chapters XIV and XV, supra. See note to Form 1632, supra. Form 1637. BOND FOR DEED. Know all Men by these Presents, That of the County of and State of held and firmly bound unto Company, a corporation organized and existing under the laws of the State of , in the penal sum of Dollars, to be paid unto the said Company, its successors or assigns, to which payment, well and truly to be made bind heirs, executors, administrators, and every of them, firmly by these Presents. Sealed with seal, and dated the day of A. D. 19 The Condition of the above Obligation is Such, That, whereas, the above bounden ha. . . . this day sold to the said Company, its successors and assigns, for the sum of Dollars, all the following described lot...., piece ...., or parcel .... of land, to wit : (Description.) which sum of Dollars is to be paid in the manner following : with interest at the rate of per cent, per annum payable annually on the whole sum remaining from time to time unpaid. Upon the payment of the said sums being made at the time and in the manner aforesaid, and of all taxes, assessments, or impositions that may be legally levied or imposed upon said land subsequent to A. D. 19...., the said heirs, executors, and assigns, covenant and agree to and with the said Company. its successors and assigns to execute a good and sufficient deed of con- veyance, in fee simple, free from all incumbrance, with full covenants of warranty for the above described premises. Now, If the said shall well and truly keep, observe, and perform covenants and agreements herein contained on part, to be kept and performed, then this obligation to be void: otherwise to remain in full force and virtue. It is expressly under- stood and agreed by and between the parties hereto, that time is of the essence of this contract, and, that in the event of the non-payment of said sum of money, or any part thereof, or the interest thereon, at the time or times herein named for its payment, then the said absolutely discharged at law and in equity from any and all liability tc make and execute such deed. Sealed and Delivered in the Presence of [Seal.] (Add Acknowledgment.) See note to next preceding form. DEEDS, MORTGAGES AND LEASES. 1189 Form 1638. BOND FOR DEED TO MINING PROPERTY. Know all Men by these Presents, That of the County of and State of , held and firmly bound unto Comj)any, a corporation, organized and existing undi r t lie laws of tlie State of , in the sum of Dollars, lawful money of the United States, as liquidated damages for the breach thereof, and nut as a penalty, for the payment of which sum •well and truly to be made, hereby bind sel , heirs, executors, administrators and assigns, firndy by these presents. Witness hand and seal this day of , A. D. 19 The Conditions of the above obligation are such, that whereas, the above bounden •. . ha on the day of the date hereof, sold to the said Company the following described Mining Property, lying, being and situate in the County of and State of to wit: (Description) for the sum of Dollars, lawful money of the United States, payable in the following manner, to wit: Dollars at the signing and delivering of these presents which sums of money are to be paid to the said or deposited to the credit of in the in the city of on or before the dates herein specified. Now, if the said shall, on the . day of , A. D. 19. . . ., or at any time before, on the payment of the sum of Dollars, so to be paid as hereinbefore mentioned, make, execute, acknowledge and deliver unto the said Company or to such person or persons as it shall designate, a good and sufficient deed or deeds of all the above-described mining property, showing a clear and perfect title, free from all incumbrances (except as against the United States) ; then this obligation to be null and void, otherwise to be and remain in full force and effect. And it is hereby stipulated and agreed. That in the event of the failure of the said Company to pay each of said sums of money promptly at the time or times hereinbefore specified, then the said Company shall have no further right, title or interest under this contract, and the said shall retain the sum or sums of money that may have been paid by the said under this contract as its compensation for the use of the property herein described by the said Company, time being the essence of this contract in all ]iarticulars. Signed, Sealed and Delivered, in Presence of: ■ [Seal.] STATE OF ,^ County of \ I ^^ ' Be it Known, That on this day of , A. D. 19. ... , before me personally came to me known as the person described in, and who executed the foregoing 1190 CORPORATION FORMS AND PRECEDENTS. instrumeut of writing, and acknowledged the execution thereof to be free act and deed, for the uses and purposes therein mentioned. Given under my hand and seal, this day of , A. D. 19.... ' See note to Form 1636, supra. Form 1639. RESOLUTION OF STOCKHOLDERS AUTHORIZING LOAN. Whereas, it is necessary to negotiate a loan of at least $20,000 to provide for the payment of the debts of this corporation, and. Whereas, arrangements have been perfected for the negotiation of said loan from of the city of , State of , Therefore be it resolved that the president or vice president and secretary of this company be authorized and directed to negotiate a loan of not less than $20,000, said loan bearing interest from date' at 6% per annum, payable semiannually, and to execute the note or notes of this company therefor, and as security for the payment thereof the said of- ficers of this corporation are authorized and instructed to execute a mort- gage upon all the property of this corporation. Be it further resolved that the said mortgage, a copy whereof is now pre- sented to the meeting and read, be executed by the president or vice presi- dent and attested by the secretary and the common seal of the corporation affixed thereto. In re Builders' Lumber Co., 148 Fed. 244. Form 1640. RESOLUTION OF STOCKHOLDERS AUTHORIZING MORTGAGE. Resolved that the proper officers of the *. Company are hereby authorized and instructed to execute a mortgage or deed of trust in the name of the company upon all property of the company, except its lumber and logs, in and according to a form to be approved by the directors and counsel selected by them, for the purpose of securing a sum not exceed- ing $20,000, to bear interest at the rate of six per cent, per annum. Further Eesolved, That the board of directors are authorized to empower the vice president to sign the name of the company by , vice president, and to attach the common seal of this company^ to be attested by the secretary to said mortgage and to notes or bonds secured thereby. See notes to next preceding form. Form 1641. MORTGAGE BY CORPORATION TO CORPORATION. This Indenture, Made this day of in the year of our Lord One Thousand Nine Hundred , between , a corporation created and existing under and by virtue of the laws of the State of , and doing business in the State of t DEEDS, MORTGAGES AND LEASES. 1191 jiarty of the first purt, and , a corporation created and existing under and ]>y virtue of tbe laws of the State of , having its [irincipal olliee in the of and State of , party of the second jjart : Whereas, The justly indebted to the said party of the second part in the sum of Dollars, secured to be paid by certain Now, Therefore, This Indenture Witnesseth, That the said party of the first i)art, for the better securing the payment of the money aforesaid, with interest thereon according to the tenor and effect of the said above mentioned, and also in consideration of the further sum of One Dollar, to it in hand paid by the said i)arty of the second part, at the delivery of these presents, the receipt whereof is hereby acknowledged, ha» granted, bargained, sold, remised, released, conveyed, aliened and confirmed, and by these presents does grant, bargain, sell, remise, release, convey, alien and confirm unto the said party of the second part, and to its suc- cessors and assigns forever, all the following described lot ... ., piece . . . ., or parcel .... of land, together with all the rents, issues and profits thereof, situate in the of , county of and State of and known and described as follows, to- wit: (Description) To Have and to Hold The Same, Together with all and singular the tenements, hereditaments, privileges, and appurtenances thereunto belong- ing, or in any wise appertaining; and also, all the estate, interest and claiai whatsoever, in law as well as in equity, which the said party of the first part has in and to the premises, hereby conveyed unto the said party of tho second 'part, its successors and assigns, and to their only proper use, benefit and behoof, forever; Provided Always, And these presents are upon this express condition, that if the said party of the first part, its successors or assigns, shall well and truly pay, or cause to be paid," to the said party of the second part, its successors or assigns, the aforesaid sum of money, with interest thereon, at the time and in the manner specified in the above mentioned according to the true intent and meaning thereof, then and in that case, these presents and everything herein expressed, shall be absolutely null and void. But it is Further Provided and Agreed, That if default be made in the j'aymcnt of the said or any part thereof, or the interest there- on, or any part thereof, at the time and in the manner and at the place above limited and specified for the payment thereof, or in case of waste or non-payment of taxes or assessments', or neglect to procure or renew insur- ance, as hereinafter provided, or in case of the breach of any of the cove- nants or agreements herein contained, then and in such case, the whole of said principal and interest secured by the said in this Mortgage mentioned, shall thereupon at the option of the said party of the second part, its successors, attorneys or assigns, become immediately due and payable; anything herein or in said contained to the contrary notwithstanding, and this Mortgage may then be immediately foreclosed to pay the same by said party of the second part, its successors or assigns, and it shall be lawful for the party of the second part, its successors, attorneys, or assigns, to enter into and upon the premises hereby 1192 CORPORATION FORMS AND PRECEDENTS. granted, or any part thereof, and to receive all rents, issues and profits thereof. And the party of the first part hereby authorize and empower any attorney of any court of record to enter its appearance upon the filing of any bill to foreclose this Mortgage in any court having jurisdiction thereof, and to file an answer for it and in its name, stating the amount that may then be owing on said . . . .- in this Mortgage mentioned for principal and interest, also for costs, taxes, insurance, attorneys ' fees, and other money expended under the provisions contained herein, whether the same be due by the terms of this Mortgage, or by the option of the said party of the second part, its successors or assigns, and to consent and agree to an immediate decree being entered for the amount therein stated to be so due and owing in favor of the said party of the second part, its successors or assigns, and to consent and agree that an immediate sale of said premises may be made, and that no appeal shall be taken from such decree or writ of error sued out thereon. In case of the filing of any bill in any court of competent jurisdiction to foreclose this Mortgage, the court may appoint or any suitable person, Receiver, with power tp collect the rents, issues and profits arising out of said premises during the pendency of such fore- closure suit, and until the right to redeem said premises from any sale thereof, to be made by virtue of said proceedings, shall have expired, and such rents, issues and profits shall be applied toward the payment of said indebtedness, and the costs of such foreclosure. And upon the foreclosure of this Mortgage by proceedings in court, or in case of any suit or proceed- ing at law or in equity, wherein said party of the second part, its succes- sors or assigns, or the legal holder of said , or either of them, shall be a party plaintiff or defendant, by reason of their being a jjarty to this Mortgage, or a holder of either of said he or they shall be allowed and paid by the said party of the first part, their reason- able costs and charges, and dollars, as attorneys ' and solicitors' fees in such suit or proceeding, and the same shall be included as a part of the costs in any decree for the foreclosure of this Mortgage, or the sale of said premises. And in consideration of the money loaned as aforesaid to the said party of the first part, and in order to create a first lien and incumbrance on said premises under this Mortgage, for the purposes aforesaid, and to carry out the foregoing specific application of the proceeds of any sale that may be made by virtue hereof, the said party of the first part doth hereby agree to surrender up possession thereof to the purchaser or pur- chasers at such sale, or to any receiver that may be appointed by the court, peaceably on demand. And the said for itself and its successors and assigns covenants and agrees to and with the said party of the second part, its successors and assigns, that at the time of the ensealing and delivery of these presents it is well seized of said premises in fee simple, and has good right, full power and lawful authority to grant, bargain and sell the same in manner and form as aforesaid; that the same are free and clear of all liens and incumbrances whatsoever; and that it will forever warrant and defend the same against all lawful claims; that the said party of the first part will in due season pay all taxes and assessments on said premises and exhibit once a year, on demand, receipts of the proper persons to said I DEEDS, MORTGAGES AND LEASES. 1195 party of the second part, or its assigns, showing payment thereof, until the indebtedness aforesaid shall be fully paid; and will keep all buildings that may at any time be on said premises during the continuance of said indebtedness, insured in such company or companies as the said party of the second part, or its successors or assigns may from time to time direct, for such sum or sums as such company or companies will insure for, not to exceed the amount of said indebtedness, except at the option of said party of the first part, and will make the loss, if any, payable to, and deposit the policy or policies with the said party of the second part, its successors or assigns, as further security for the indebtedness aforesaid. And in case of the refusal or neglect of said party of the first part, or either of them, thus to insure, or assign the policies of insurance,* or to pay taxes, said party of the second part, its successors or assigns, or either of them, may procure such insurance or pay such taxes, and all moneys thus paid with interest thereon at seven per cent, per annum, shall become so much additional indebtedness, secured by this Mortgage, and to be paid out of the proceeds of sale of the lands and premises aforesaid, if not otherwise paid by said party of the first part. This Mortgage is executed pursuant to authority given by the Board of of said corporation. And it is stipulated and agreed. That in case of default in any of said payments of principal or interest, according to the tenor and effect of said aforesaid, or either of them, or any part thereof, or of a breach of any of the covenants or agreements herein by the party of the first part, its successors or assigns, then, and in that case, the whole of said principal sum hereby secured, and the interest thereon to the time of sale, may at once, at the option of the said party of the second part, its successors, attorneys or assigns, become due and payable, and this .Mortgage may be foreclosed in the manner and with the same effect as if the said indebtedness had matured. In testimony whereof. The said Company hath here- Signed, sealed and delivered^ unto caused its corporate seal to be in presence of I hereunto aflSxed, and these presents to be signed by its President, and attested by its Secretary, the day and year first above written. By President. Attest : Secretary. (Add acknowledgment.) See as to the power of corporations to execute mortgages, Cook on Corpo- rations, §779 et .seed to the foregoing Chattel Mortgage as such President and Secretary, appeared before me this day in person and sev- erally acknowledged that as such President an > 1206 CORPORATION FORMS AND PRECEDENTS. patents, inventions, fornml89 and recipes now owned or controlled by said party of the first part. Upon the following terms and conditions: A. All the foregoing property so leased by the said party of the first part to the said party of the second part shall on the day of ]<) be free from all liens, encumbrances, taxes, assessments and charges of any kind. B. The said party of the second part shall, during the term of this lease, pay all the water taxes, charges or rents which may become payable in respect to said premises during the term of this lease, and shall keep the said buildings on the said promises hereby leased, insured against loss or damage by fire in some responsible insurance company in the sum of at least ■ Dollars, in the name of the said party of the first part, its successors or assigns, and will, in case of the destruction of or damage to said buildings or any part thereof by fire, pay the money received in settlement of said insurance to the said party of the first part, its suc- cessors or assigns. C. The said party of the second part hereby agrees to purchase from the said party of the first part all of the raw material used in the manufacture of , owned by said party of the first part on March 1, 19. . . ., and to pay for the same in six equal monthly instalments at the actual cost price thereof to said party of the first part. D. Said party of the second part hereby agrees to purchase from the said party of the first part all of the completely manufactured owned by the said party of the first part and specified in Schedule "A, hereto attached and made a part hereof, the price to be paid therefor to be the actual cost manufacturing price of said , which said price shall be set opposite the inventory of said so contained in said Schedule " A. " Payment for said shall be made by said party of the second part to said party of the first part when said goods are sold by said party of the second part, at the rate specified in said inventory; Provided, however, that said party of the second part shall pay for all said so specified in said Schedule "A" within six months from the date hereof. E. Said party of the second part agrees to purchase of the said party of the first part all of the in process of manufacture by said party of the first part at the date hereof, an inventory of which said is contained in Schedule " B, " hereto attached and made a part hereof, at the cost price thereof to said party of the first part, on March 1,19 Payments to be made for such , when the same are sold by said party of the second part. Provided, however, that full payment of said cost price of said in process of manu- facture up to March 1, 19...., shall be made by said party of the second part to said party of the first part within six months from the date hereof. F. Nothing contained herein shall require the said party of the second part to assume any contracts made by said party of the first part for the purchase or sale of material, raw ox manufactured, or in process of manu- facture, unless the agreement therefor shall be hereinafter entered into in writing by the parties hereto. G. The said party of the second part, its successors and assigns shall and will at all times during the term of this lease, at its and their own DEEDS, MORTGAGES AND LEASES. 1207 expense, whenever it shall be necessary, Buflicipiitl}' repair and keep in sub- stantial repair ami condition the said buildings, erections and machinery, and will, iijioii the expiration or deterininatiun of the said term of this lease, surrender unto the said party of the first i)art, its successors or assigns, the said premises and the buildings, erections and machinery, in as good condition as the same were received, reasonable wear and tear excepted. Provided, however, ^hat nothing herein, contained shall require said party of the second part, its successors or assigns, to repair or replace said buildings, erections and machinery if the same or any part be de- stroyed or (laiuiigod by fire, flood or other casualty, and provided further, that it shall not be incumbent upon thom to keep or deliver up the said buildings, erections and machinery in better repair or condition than the same now are. IT. The said party of the second i)art may during the term of this lease erect any new building or buildings on said premises or make any alteration or addition of any kind thereon and thereto or to any building, erection or structure and .shall have the right to and may remove from the said demised premises, any engines, boilers, machinery, buildings, structures or erections erected or placed by it upon said premises during the term of this lease. I. The said party of the first part, its successors or assigns, shall and will pay and discharge all rates, taxes, assessments and other charges -which during the term of this lease, shall be imposed upon the said premises, or any part thereof, and in the event of failure to pay the same the said party of the second part may deduct and retain out of the rental of said premises so to be paid as aforesaid, all such sums as it shall pay on account of said rates, taxes, assessments and charges. J. The said party of the first part, its successors and assigns, covenants ■with the said party of the second part, its successors and assigns, that it and they, if it and they shall comply with the terms and conditions of this lease, shall have peaceable and quiet possession of said premises during the term of this lease. K. Nothing herein contained shall require the said party of the second part, its successors or assigns, to manufacture or any part or parts of or any machinery for the making of or any part thereof. or any appurtenances or appliances connected therewith, at said factory in , during the term of this lease, or any part thereof. L. The said party of the first part covenants that it will not during the term of this lease be or become interested, directly or indirectly, in the business of buying, manufacturing, or selling or dealing in or with or making machinery or any kindred products, or any appliances or appurtenances connected therewith, in said City of , or within a radius of fifty miles of said City of , or within the County of , or within the State of , or within any of the States or Territories of the United States, with the exception of the State of Arizona and the Territory of Alaska, and will also cause or procure to be duly, properly and sufficiently executed by all of its executive officers a contract or contracts with the said party of the second part by which each and all of said executive oflicers shall bind themselves respectively during the term of this lease not to be or become interested, directly or indirectly, in any capacity, (except in the capacity of 1208 CORPORATION FORMS AND PRECEDENTS. agents or employes or stockholders of the said party of the second part) of buying, manufacturing or selling or dealing in or with or making machinery, or any appliances or appurtenances connected therewith, within the territorial limits above described, or any of them; excepting the States and Territory hereinbefore expressly excepted. M. That said party of the first part will, for every breach by it of any covenant in this agreemen-t by it to be observed and performed, pay to the said party of the second part the sum of $ as liquidated .lauiages, and not as a penalty, which said sura of $ shall without proof, be deemed and is hereby agreed to be and to represent the damages actually suffered by said party of the second part on account of such breach; provided, however, that this provision in reference to liquidated damages shall be cumulative and in addition to every other remedy now or hereafter existing at law or in equity, or by statute, on account of such breach. N. The said party of the first part, hereby covenants and agrees with the said party of the second part, its successors and assigns, upon the reasonable request but at the charge of the said party of the second part, its successors or assigns, to do, execute or cause to be done or executed all such further acts, deeds and assurances as by said party of the second part, its successors or assigns shall reasonably be required for vesting fully and absolutely in it the property and rights agreed to be hereby leased and giving to said party of the second part, its successors and assigns the full and entire benefit of this agreement. O. ' The said party of the second part hereby covenants that it will not assign or sublease said premises or any part thereof without the previous written consent of the said party of the first part, its successors or assigns. P. All the covenants, stipulations, promises, and agreements in this instrument contained shall extend to and be binding upon the respective successors and assigns of the parties hereto. In witness whereof the said parties of the first and second parts hereto have hereunto caused their respective corporate names to be signed by their respective oificers thereunto duly authorized, and their respective corporate seals to be hereto affixed and attested the day and year first hereinabove written. I an Ohio corporation. By [Corporate Seal] Its Attest : Secretary. a West Virginia corporation. By [Corporate Seal] Its Attest : Secretary. (Add acknowledgment of first party.) See Forms 1647-1648, supra, and notes thereunder. See generallv as to the power to lease corporate property. Cook on Cor- porations, §662; Clark & M., Corp., §§160-162. See Form 1263, supra. DEEDS, MORTGAGES AND LEASES. 1209 Form 1650. LEASE OF MANUFACTURING PLANT. Agrccnicnt made and foiicluded this twenty-fifth day of May, in the year of our Lord, one thousand eight hundred and ninety-nine, by and I'etween the lion Company, a corporation organized under the laws of the State of , having its principal place of Inisiness in the City of , county of , , hereinafter called the Iron Company, party of the first jtart, and the Steel Company, a corporation organized under the laws of the State of , hereinafter called the Steel Company, party of the second part. Whereas, at a special meeting of the shareholders of the Iron Company, hehl on the twenty-second day of April, A. D, 1899, called for the purpose of voting for or against a proposition to lease all the property and franchises of the said Iron Company to the said Steel Company, in consideration of an annual rental of six per centum npon the capital stocic of the said Iron Conijiany amounting to seven millidu five hundred thousand dollars, payable to its shareholders, free from all taxes or other deductions, a majority of the said shareholders voted in favor of the said lease and the Board of Directors of said corporation were authorized and directed to cause to be executed and delivered the said lease, and all such other agreements, assignments and instruments in writing as might be appropriate to carry the said resolution into effect: Now, therefore, this agreement witnesseth: First. That the saiil Iron Company for and in consideration of the covenants and agreements of the said Steel Company hereinafter set forth, hath demised and let, and by these presents doth demise and let unto the said Steel Company all the lands, mills, furnaces, ovens, railroads, roads, ways, ollices, buildings, machinery, appliances, tools and fixtures constituting its manufacturing plant, situate at and near , in the County of , in the State of , together with all lands, real estate, mines, quarries, ore lands, and mining lands, belonging to or con- trolled by said Iron Company wheresoever the same may be situated, and also all the corporate franchises, to have and to hold the same to the said Steel Company for the term of nine hundred and ninety-nine years from the date of these presents upon the terms and conditions hereinafter set forth. Second. And in consideration of the covenants and agreements of the said Steel Company in the third clause of this agreement hereinafter set forth, the said Iron Company assigns, transfers and sets over to the said Steel Company all of the cash, bills receivable, credits, accounts, licenses, leases, contracts, agreements, judgments, mortgages, stocks and bonds, ores, fuel, and other materials, and all products, merchandise and stock finished and in process of manufacture, and generally all of its chattels personal and all of its movable and convertible assets of every nature and kind whatsoever, and wheresoever the same may be situated, and the said Iron Company covenants, promises and agrees to execute and deliver to the said Steel Company all such further and more specific assignments as may be necessary or i)ro[>er to render this general assign- ment more eflfectual. Third. And in consideration of the premises the said Steel Company 1210 CORPORATION FORMS AND PRECEDENTS. -.1 agrees, to and with the said Iron Company, as follows: The said Steel ^. Company covenants, promises and agrees with the said Iron Company to pay to it the said Iron Company, in equal quarterly installments com- mencing August 1, 1S99, as annual rental for the said demised premises and in addition to all other moneys herein provided for, a sum in United States gold coin of the present standard of weight and fineness, which shall be equal to six per centum per annum upon the par value of the capital stock of the said Iron Company as the same shall from time to time be outstanding, provided that no increase of the capital stock of the Iron Comjiany above the sum of seven million live hundred thousand dollars shall be made without the consent of the said Steel Company evidenced by a resolution of its Board of Directors, said rental to be a net sum for distribution among the stockholders of the said Iron Company, free from all taxes and deductions whatsoever, payment of all such taxes and charges having been assumed by said Steel Company, as in the Fourth Article of this lease is more particularly stated, it being provided, however, that in lieu of the payment of said rental by the said Steel Company to the said Iron Company, the said Steel Company may make on or before the first days of August, November, February and May, in each year a payment to each shareholder as registered on the books of the said Iron Company at the close of the fifteenth day of the said month prior to the dates and periods of payment fixed as aforesaid of a sum equal to one and one-half per centum of the par value of the shares so registered in the names of such shareholders, and all payments so made by the said Steel Company to said shareholders sha.ll be a credit upon the amount of the quarterly rental payable by the Steel Company to the said Iron Company. Fourth. The said Steel Company has assumed, and does hereby assume all the liabilities of the said Iron Company whether the same now exist or may hereafter arise upon contracts or torts, or in any manner what- soever, and it covenants, promises, and agrees to pay all charges and assessments upon the property, stocks and capital stock, bonds, dividends and loans of the Iron Company, and all legal claims and demands what- soever which may Ije made against said Iron Company, and in addition thereto the sum of five thousand dollars per annum payable on the first day of July in each year, for the purpose of maintaining the corporate organization of said Iron Company, and furthermore' covenants that it will defend all suits or actions now pending or which may hereafter be brought against said iron Company, and that it will pay all costs, damages, decrees and judgments now or hereafter entered against said Iron Com- pany; this agreement especially including the bonds in the sum of One million, three hundred and fifty-one thousand dollars, heretofore issued by said Iron Company, bearing interest at the rate of five per centum per annum, payable semi-annually, the principal of the said bonded indebtedness maturing in the year 1907, which semi-annual installments of interest, together with, the principal of said bonded indebtedness are hereby expressly assumed by the said Steel Company, and it covenants, promises and agrees to pay said installments of interest and the princii)al of the said bonded indebtedness as the same shall fall due. And it is agreed by said Steel Company that as to the within demise of lands the said Steel Company takes the same under such titles as the said Iron Company dp:ei)s, mortgages and leases. 1211 may now have thereto, and that no warranty of title or possession is expressed in or thall be implied from this lease. Fifth. The said Steel Company further covenants, promises anefore agreed to institute and prosecute, shall be^ conducted by the counsel of the party of the second part, or by counsel selected by it. Sixth. The boards of directors of the respective parties hereto, their successors or assigns, maj', at any time during the continuance of the term hereby created, agree upon a sum in gross to be paid or secured to be paid to the said lessor, its successors or assigns, in satisfaction and discharge of all rents under this lease, save and excepting the sum of fifty dollars annually agreed to be paid as hereinbefore contained, and said lessor for itself, its successors and assigns, shall and will accept and receive said sum in such satisfaction and discharge, and shall and will execute and deliver a proper release and discharge accordingly. Seventh. The boards of directors of the respective parties hereto, their successors or assigns, may, at any time during the continuance of this lease and from time to time make such alterations and modifications of the terms, conditions and provisions hereof, or any or either of them, as the said boards may deem expedient, and this lease as so modified shall be construed and take effect as if the same had originally been made in such altered or modified form. In witness whereof, the parties hereto in pursuance of resolutions of thr-ir respective boards of directors have caused these presents in duplicate t^ be suliscribed by their respective presidents, and attested by their respective secretaries, and their respective corporate seals to be hereunto afllxed, tiu* day and year first above written. (Add acknowledgments.) (Signatures.) The above instrument was considered in "Western Xew York, ere.. Ky. Co. V. Buffalo, etc., Ry. Co., 10.3 Pa. 127. and was held that the agreement was not one of merger, but of lease. See Forms 1(547- KioO, supra, and notes thereunder. See for lease by railroad, and other quasi-public corporations, Cook on CorporatiniiB. SS 892-897, 941; Clark t M., Corp., §§1(52, 1G6. 1220 CORPORATION FORMS AND PRECEDENTS. Form 1652. ASSIGNMENT OF LEASE. Know all Men by These Presents, that The Company, a corporation organized and existing under the laws of , for and in consideration of the sum of dollars, to it duly P'*"^ by , the receipt whereof is hereby acknowl- edged, has sold, and by these presents does grant, convey, assign, transfer, and set over unto the said , a certain indenture of lease, bearing date the day of A. D, 19 , made by , and recorded in Book No , P > of , in the office of the recorder [or clerk] of county, in the state of , together with all and singular the premises therein mentioned and described and the buildings thereon, with the appurtenances; the said premises being described as follows, to wit: [here give description of ijremises.] To have and to hold the same unto the said , and his assigns, from the day of , for and during all the rest, residue, and remainder yet to come of and in the term of years mentioned in the said indenture of lease, subject to the conditions and provisions therein also mentioned. And said The Com- pany does hereby covenant, grant, promise, and agree to and with the said , and his assigns, that the said assigned premises now are free and clear of and from all former and other gifts,, grants, bar- gains, sales, leases, judgments, executions, back rents, taxes, assessments, and incumbrances whatsoever. In Witness Whereof, said The Company has caused these presents to be signed by its President, thereunto duly authorized, and its corporate seal to be hereunto affixed and attesfed by its Secretary, this day of A. D. 19 The Company, By [Corporate Seal] Its President. Attest : Secretary. See Form 1648, supra. Form 1653. NOTICE TO QUIT BY A LANDLORD TO A TENANT FROM YEAR TO YEAR. To the Company, The Company, a Corporation, hereby gives you notice and requires you to quit and deliver up to it, or its assigns, on the . ; day of , 19. . . ., the possession of (describe generally property leased), with the appurtenances which you now hold, or claim to hold of it, situate in the (city, town or DEEDS, MORTGAGES AND LEASES. 1221 county) of , State of , and more par- ticularly described as follows: (^Description of leased premises.) Dated this day of , 19 The Company, By [Corporate Seal] Its President. Attest : Secretary. Form 1654. NOTICE BY A TENANT FROM YEAR TO YEAR OF ITS INTENTION TO QUIT. To the Company, The Company, a Corporation, hereby gives you notice of its intention to quit, and that it will, on the day of next, quit and deliver up the possession of the (describe property generally), which it now occupies, or which you may insist it holds of you, situate in the (city, town or county) of State of Dated this day of , 19 The Company, By [CoRl'ORATE Seal] Its President. Attest : Secretary. Form 1655. NOTICE TO REMOVE PROPERTY ON EXPIRATION OF LEASE. Pennsylvania Eailroad Company. Philadelphia, 15th May, 1902. Mr. Eobert C. Clowry, Prest. Western Union Tel. Co., New York City. My Dear Sir: — In pursuance of action taken by the board of directors of this company on 14th May, 1902, I send the enclosed notice. Kindly acknowledge receipt, and oblige, Very truly yours, [Signed] ' Lewis Xeilson, Secretary. To the Western Union Telegraph Company: You are hereby notified to remove within six (6) months from the 1st day of June, 190"2, all of your poles, wires and property from the right of way and property of this com- pany and of the other companies named in a certain agreement between this company and you dated the twentieth day of September, Anno Domini 1881 (a copy whereof is hereto attached), or named in any addition, or addi- tions, supplement or supplements, written or verbal, to said contract, ami to leave the property of this company and of the other companies referred 1222 CORPORATION FORMS AND PRECEDENTS. to in good condition and free from the encumbrance of your said poles, wires, and other property-, to the satisfaction of the general manager of this company. And you are also notified that if not so removed and such property left in said good condition by you, this company will, at your expense, cause your said poles, wires and other property occupying the right of way or property of this and the other companies referred to, to be removed and said property left in good condition free from the encum- brances of the said wires, poles, and other property, to the satisfaction of the general manager of this company. In witness whereof, the said The Pennsylvania Kailroad Company has caused its corporate seal to be hereunto affixed, duly attested by the signature of its proper ofiicers, this fourteenth day of May, Anno Domini 1902. The Pennsylvania Railroad Company, [SealJ By [Signed] A. J. Cassatt, President. Attest: [Signed] Lewis Neilson, Secretary. See Western Union Tel. Co. v. Pennsylvania E. Co., 123 Fed. 33, where the above notice was considered. Form 1656. NOTICE TO TENANT OF A CONVEYANCE TO A PURCHASER. Sir: — The Company, a corporation of the State of J hereby gives you notice, that by conveyance duly executed and dated, A B of , your late landlord, and all other necessary parties, duly sold and conveyed all the estate and interest in the situate at, etc., and which you hold or claim to hold as tenant thereof, and that the right to such estate and premises is now vested in saJd The Company, and that you must pay to it all rents accruing due since the day of , in the year , and observe and perform with it all covenants, and agreements, and terms upon which you hold or claim to hold the said premises. The Company, To By Its President. Form 1657. STOCKHOLDER'S RESOLUTION CONCERNING DE- FAULTED LEASE AND NOTICE OF RESOLUTION. Whereas, under indenture made the 26th day of January, 1900, between this Company and the Lehigh Valley Traction Company a lease was duly executed, wherein the Lehigh Valley Traction Company, lessee, agreed among other things to pay as rental or compensation for the use of the property of this Company, certain amounts representing 5% of the bonds of the Com- pany, and a dividend of 5% on the Capital Stock thereof: D/JEDS, MORTGAGES AND LEASES. 1223 And Whereas under the same Indenture, it was provided that if the Lessee shall inaite default in the payment of the said rental and such default continue for a period of thirty days after time for such payment, it is the right of this Company to declare said lease forfeited and at an end, and if within thirty days after notice of such intenerty acquired by said Conqiany for use or occupancy in carrying on its business or nuuiufacturing, when and as the same may be hereafter acquired, in 1236 CORPORATION FORMS AND PRECEDENTS. any manner -nhatsoever, shall, without any further conveyance or assign- ment immediately upon such acquisition become and be made subject to the lien of this indenture, as fully and completely as though the same were now owned by the Company, and expressly and specifically conveyed by, and embraced in, the granting clauses of this Indenture.ic Twelfth. Said Company covenants and agrees that it will, upon request of either of the Trustees, do and perform all acts necessary or proper to keep valid the lien hereby created or intended to be created, and that it will, upon request of either of the Trustees, at any time hereafter and as often as it may deem necessary, make, execute and deliver to the said Trustees any such other or further deed or deeds, acts, conveyances or assurances as said Trustees may reasonably desire, advise or require for the purpose of carrying into full effect the objects and purposes of this Indenture. The said Company further covenants, promises and agrees to keep at all times, proper books of account and records and therein to make full and proper entries and records of all its business and affairs. Said books of account and records and all documents relating to the business affairs of the Company shall be kept at the principal office of the Company and shall at all reasonable times, be open to the inspection of such auditor or audit company or agent of The Trust Company, Trustee, as said The Trust Company, Trustee, may from time to time, designate in writing; and said Company agrees that, so long as any of the bonds aforesaid, and the interest coupons evidencing accrued interest thereon shall remain unpaid, it will annually have an examination and audit of the accounts, affairs and conditions of itself by some auditor or audit company acceptabte to said The Trust Company, Trustee, within ninety days from and after the end of its fiscal year, and will furnish to said The Trust Company, Trustee, any and all reports made by such auditor on such examination and audits when com- pleted, and such report or reports of such auditor in each instance (if not objected to by the Company, supported by such proof of its reasonableness of such objection as shall be satisfactory to and accepted by the said The Trust Company, Trustee, within fifteen days from and after the date of the delivery of such report or reports to said The Trust Company, Trustee), shall be conclusive on said Company as to the valuation of cash and quick assets and as to the debts, obligations and liabilities outstanding of said Company and as to the amount of the net cash and quick assets so ascertained as aforesaid of said Company, and the Company agrees that until said bonds and interest thereon are all paid, it will make to said The Trust Company, Trustee, quarterly, during the months of December, March, June and September of each year, for the quarter ending the month previous, a trial balance signed by its President or other executive officer, under the corporate seal of said Com- pany, and sworn to by such officer, setting forth to the best of his knowl- edge and belief the amount of its cash and quick assets and liabilities within the meaning of this instrument. The audits, statements and all other information provided for in this 16 — See for a full discussion of the effect of an "after-acquired property" clause in a corporation mortgage, Cook on Corporations, § 857. BOND ISSUES. 1237 and the next preceding paragrapli shall he solely for tbe information of The Trust Company, Trustee, in tbe performance of its duties under this agreement, and unless necessary in the performance of its duties and audits, statements and other information shall in no event be published or otherw ise'conuiuinicated by the Trustees to any other person or cori)oration, except upon the written order of the Company signed by its President under its corporate seal. It shall, however, be within the prov- ince of The Trust Company, Trustee, to inform any bond- holder upon a request to do so, that, as shown by the reports of the Com- pany or of the Audit Company, or Auditor, aforesaid, the Company is or is not complying with the stipulations containeil in this agreement. Thirteenth. Until default as hereinafter defined shall be made by the CoMipany, its successors or assigns, in the payment of interest on any of the I onds which may at any time have been issued and be outstanding, and secured by this indenture, or of some parts of such interest as the same shall from time to time become and be due and payable, or in the payment of the })rincii)al of said bonds, or of some one or more of them, or of some part of such principal when and as the same shall become due and payable, or in the due and effectual observance and performance of any one or more of the covenants, agreements and conditions herein contained on the jiart and behalf of the Company, its successors and assigns, to be kept and performed, the Company, its successors and assigns, shall be suffered and permitted to have the actual possession of the said jiroperty, rights, franchises, estates, appurtenances and premises hereinbefore described, and to manage, oj)erate, use and enjoy all the rights and franchises apper- taining thereto and to collect, receive and use the incomes, rents, issues and profits thereof.i7 Fourteenth. The Company may from, time to time sell, exchange or otherwise dispose of any such apparatus, machinery, equipment or materials of a movable or a consumable nature at any time held or required for its use in connection with its plants, as may have become unfit for use or may be unnecessary or undesirable for the purpose of its business, ujjon renewing or replacing the same or acquiring in substitution therefor other property of equal or greater value so as to keep the value of the security unimpaired, and all the property so acquired shall immediately be and beoome, without any other act or conveyance upon the part of the Company, subject to the operation and lien of this deed.'S If the Company should deem it advantageous to sell, exchange or otherwise dispose of any other of its property, the Company may procure a release of the same from the lien or operation of this deed upon applying therefor at any time in writing to The Trust Company, Trustee, and delivering to ?aid Trustee m substitution therefor other ])roperty approved by or accepta'ble to said Trustee, which shall be at least equal in value to the proi)erty to be released, taking into account the value of such property as connected with and a part of the whole security at that time covered by this mortgage. The value of any 17 — See as to the effect of a provision that the mortgagor may retain possession of the mortgaged premises until default, Cook on Corporations. §§ 796, 822. 18 — See as to the reservation of a power to the mortgagor to sell olroperty or franchises by this instrument conveyed, shall be considered as passing umler the lien of this mortgage, and such successor corporation shall be bound to make any conveyance or assignincnt to the said Trustees in order to carry out the provisions of this agreement that either of said Trustees may doem advisable; and in case such successor corporation shall refuse to do so, or in case, for any reason, any property so bought, or any property that may be acquired in any way by any successor corjioration for use in connection with the premises, property or franchis<>s by this instrument conveyed, shall not pass under the lien of this mortgage, the principal of all the bonds hereby secured may, at the option of The Trust Company, Trustee, and shall, if the Trustee be requested so to do in writing by holders of a majority in amount of the bonds then outstanding, be declared and be at once due and payable, and said Trustees shall be entitled to enforce payment of said bonds, sell the property hereby conveyed, or foreclose this Trust deed for l>rincipal and interest; it being the intention of the parties hereto that all the said property and franchises, now owned or hereafter acquired by the Company, and all said property that may at any time be acquired for or in connection with the use of any of the property hereby conveyed, whether bought, acquired or owned by the Company, or by any corporation into which it may be consolidated or merged or assigned, shall pass under the lien of this trust deed for the benefit of the holders of the bonds secured hereby, and that, in case for any reason such intention is not carried out, or any such property shall fail to pass, it shall be considered that there is a breach of the conditions of this instrument, and there shall be an imme- diate right to collect the bonds and accrued interest, sell the property hereby conveyed or foreclose this trust deed. Seventeenth. It is further expressly covenanted, stipulated, agreed ami conditioned that the assignees of the said party of the first part, and all persons who shall, after the recording of this indenture of trust, acquire any title, estate, right, claim or lien in or to said property or any part thereof, or in or to anything appurtenant to said property, through or under the said party of the first part, by contract, mechanic's lien, or otherwise, shall, by the very fact and act of acquiring such title, estate, interest, right, claim or lien ratify and confirm and make their own the covenants, promises and agreements in this deed contained and made, as completely and elYectually as if they held and owned said title, estate, interest, right, claim or lien at the time of the execution and delivery hereof, and joined in the execution, acknowledgment and delivery of this deed. Eighteenth. If said Company shall well and faithfully pay the principal sum due on said bonds when the same becomes payable, according to the tenor thereof, together with the interest then accrued and due thereon, upon the presentation and surrender of said coupons and bonds respectively, and shall well and truly perform, according to the true intent and meaning thereof, all other things required by these presents to be done by said Company then and thereupon all the estate, right, title and interest of the said Trustees hereunder shall cease and determine, and said Trusteed 1240 CORPORATION FORMS AND PRECEDENTS. shall, bv proper instrument in writing, release and discharge this indenture. It shall be deemed within the meaning of this mortgage full payment of any bond or interest cou])on not presented at the proper time and place for payment, if the money necessary to pay and discharge said bond or interest coupon shall be deposited with The Trust Company, Trustee, upon the next succeeding business day thereafter, leaving said Trustee to make actual paj-ment to the holder, and such deposit of any money due and payable to the bond or coupon holder shall have the same effect in respect to the rights and obligations of the Company as if the money were actually paid by the Company directly to said bond or coupon holder on the date when such bond or coupon became payable. If default be made by said Company in the payment of any of the interest on any of the said bonds according to the tenor and effect thereof on the presentation of the said coupons respectively, or if said Company shall fail to faithfully observe any obligation required of it by these presents and such default shall continue for the space of sixty days after demand in writing, at the oflBce of The Trust Company, Trustee, then in the discretion of said The Trust Company, Trustee, it shall be lawful for the Trustees or for said The Trust Company, Trustee, alone, and upon request in writing of the holders of not less than ten per cent. (10%) of the bonds hereby secured then outstanding, it shall be the duty of The Trust Company, Trustee, to declare the whole of the principal of said bonds then outstanding, together with all accrued and unpaid interest thereon, at once due and payable, and thereupon the whole of the principal of said bonds then outstanding, together with all accrued and unpaid interest thereon, shall at once become due and payable.2i Kineteenth. In case of sixty days default being made as aforesaid, and not being waived, as hereinafter provided, or in case of default in the payment of the principal of any of said bonds at maturity, the Trustees hereunder shall be entitled to immediate possession of all of said property as for condition broken, and to receive and collect the rents, issues and profits thereof, and if the party of the first part, its successors or assigns shall thereafter remain in possession of said property, it or they shall be deemed, and shall be tenants at will of the Trustees, and shall at once surrender and yield up such possession on demand to them, and said Trustees or the said The Trust Company, Trustee, may thereupon enter and take possession and collect the rents, issues and profits of said property and apply the same, leso five per ceet. (5%) thereof, to be reserved as commission for collection, towards the repairing of said property, and the payment of insurance, taxes and assess- ments thereon, and other expenses of this Trust, and expenses of the management of said property, if any, and to the payment of interest and principal of said bonds, and upon the failure or refusal to surrender and yield up such possession, said Trustees, or said The Trust Company, Trustee, may at their or its option, obtain such possession forcibly or otherwise, with or without process of law.22 21 — For full discussion of the important clause providing that the principal sum may be declared due on default in interest, etc., see Cook on Corpora- tions, § 800. 22 — See as to entry by the trustee or a receivership on default, Cook on Corporations, §§ 802-822.' BOND ISSUES. 1241 Twentieth. In case of sixty days default being made, as aforesaid, and not waived, as hereinafter provided, or in case of default in the payment of the principal of any of said bonds at maturity, the Trustees hereunder or either of them upon the request of said The Trust Company, Trustee, may file a bill or bills in any Court having jurisdiction thereof, against the party of the first part, its successors or assigns, to secure the specific performance of the covenants or agreements of this instrument or to obtain a decree for the sale ami conveyance of the whole or any part of the said premises and property, for the purjioses herein specified, or said Trustees or The Trust Company, Trustee, may institute and carry out any other proceedings authorized by law for the foreclosure of this deed, or the sale of said property, or the enforce- ment of said debt, or for any other appropriate legal or equitable relief,23 and out of the proceeds of any foreclosure sale or other proceedings may pay the cost of such suit, all costs of advertising, sale and conveyance, including a reasonable sum for attorneys', solicitors' and Trustees' fees hereunder and in the enforcement hereof, and also all advances and lia- bilities made or incurred under the provisions of this trust deed, including advances for abstracts. of title or for continuations thereof, and all other cxj)cnses and charges of this trust, including all moneys advanced for insurance, ta.xes or other liens or assessments, with interest thereon at the highest rate allowed by the law,24 and shall then pay the principal of the bonds then outstanding and unpaid whether due and payable by the terms thereof or under any other provision of this trust deed, and the interest thereon up to the time of such payment, rendering the overplus, if any, unto said party of the first part, its successors or assigns, upon reasonable request; and it shall not be obligatory upon the purchaser or purchasers at any sale made under the provisions of this trust deed to see to the application of the purchase money.'-s In case of the filing of any bill to foreclose this trust deed the complainant shall immediately and without notice be entitled to the appointment of a Receiver or Receivers of the mortgaged property and of the rents, issues and profits thereof, with the usual powers of Receivers in such cases, -'o and said Receiver or Receivers may be continued in possession of the said property during the i)endency of such foreclosure suit and until the time limited for the redemption from any sale that may be made under any decree of foreclosure shall have 23 — See for a full discussion of the right of the trustee, upon default of the mortgagor, to sell the mortgaged property, or to have a strict foreclosure, or to foreclose by a suit in equity, or to take possession and operate a rail- road, Cook on Corp.. §§ 820-824. See also §§ 794-807. 24 — As to the right and duty of a trustee to protect the mortgaged property from loss, his authority to institute suits for such purposes, to pur- chase prior liens, to discharge mortgages, or release part of the mortgaged property, to deliver bonds in trust to trustee, and to purchase for the bond- holders at the foreclosure sale, see the full discussion in Cook on Corp., 5 816. See also § 885. 25 — See as to the provision giving the trustee a power of sale on default and that this is a cumulative remedy and does not prevent foreclosure. Cook on Corp., § 803. See also § 824 for the rules governing the e-xercise of such power. 26 — See generally as to the foreclosure of mortgages by suits in equity and a full discussion of the powers of the court, parties to the suit, the effect of fraudulent bonds and fraudulent foreclosure and the procedure in such suits. Cook on Corp., Chap. XLIX, §§ 832-850. 1242 CORPORATION FORMS AND PRECEDENTS. expired,-' aud at any sale of any of the mortgaged property covered hereby, the Trustees, or their or its successors in trust, may, at the written request of a majority in interest of the holders of the then outstanding bonds, bid in and i>urchase in person or by attorney the said mortgaged property or any part thereof in behalf of the holders of all the then outstanding bonds hereby secured. Said party of the first part further covenants and agrees that at, and immediately upon the commencement by the Trustees or by the said The Trust Company, Trustee, alone, of any suit or legal proceedings to foreclose this trust deed or to obtain possession of the property hereinbefore mentioned, said Company, its successors and assigns, shall and -will waive the issue and service of process, enter its and their voluntary appearance in such suit and proceeding, and consent to the entry of judgment or decree, as prayed for in the bill of complaint, and consent to the appointment of the Eeceiver of the said property, and of the rents, issues and profits thereof. Twenty -first. It is understood and agreed that in the event that this trust deed be foreclosed by a judicial proceeding in any Court, and a decree for the foreclosure of this trust deed or the sale of said j)roperty shall be therein rendered, there shall be included in the judgment or decree of such foreclosure a reasonable sum for the complainants ' attorney 's or solicitor's fees and for the Trustees' fees in such proceeding, which sums are hereby charged upon the property aforesaid, as an additional lien hereunder. Twenty-second. In case said Trustees or either of them, or their suc- cessors in trust, shall upon default being made, take possession of, or make any sale of any of the premises or property hereby conveyed, or intended to be conveyed, in pursuance of provisions of this deed of trust, or commence any proceeding for the foreclosure of this trust deed, then and in such event, all the books and papers of the said party of the first part in any way relating to the said property or estate, or to the operation or management of the same, shall, upon request, be delivered by the said party of the first part, its successors, or assigns, to The Trust Company, Trustee, or its successor or successors for the time being, and it or they, by itself or themselves, or by any agent or agents, appointed by it or them, may take possession of such books and papers and hold and use the same for the carrying out of the purposes of this trust without any hindrance or impediment whatsoever, by said party of the first part, or by its successors or assigns, or by any person or persons acting or claiming to act under it or them, or under any of them. Twenty-third. No holder or holders of any of said bonds or coupons shall 'have the right to institute any proceedings of any kind for the foreclosure of this indenture or for the execution of the trusts hereof, or for the appointment of a Receiver, or for any other remedy under this mortgage or deed of trust or under the lien hereby created, or otherwise, without first giving notice in writing to The Trust Company, 27 — See for a full discussion of the law governing receivers, their appoint- ment and the effect thereof; suits and claims liy and against receivers; the duties and powers of receivers; and their lialiility, compensation, accounts and discharge. Cook on Corp., Chapter LI, §§802-882; Clark & M.. Corp., § 785. BOND ISSUES. 1243 Trustee, of default having been made and continued, as aforesaid, and unless one tenth in amount of the holders of the then outstanding i)Oner- sonal liability whatever shall attach to, or be incurred Vjy the stock- holders, oflicers or directors of the Company, or any or either of them, under or by reason of any or either of the obligations, covenants or agreements in this indenture, or in any of the bonds or coupons secured hereby, cxpiossod and confaiiicd therein or implied therefrom. Thirty-seventh. A reconveyance of said premises and property shall be made by the said parties of the second part, or their successors in trust, to said Company, its successors or assigns, at the expense of the Company, on full payment of the indebtedness aforesaid, and performance of the covenants and agreements hereinliofore made l)y the party of the first part and such conveyance shall constitute and be a full release and discharge of the premises and properties hereinbefore described from the lien and incundiranee of this deed of trust. Thirty-eighth. Any Trustee hereunder may resign or discharge itself or himself, of and from the trusts hereby created by notice in writing to the Company given thirty (30) days before such resignation is to take ef- fect, and in case of sueh resignation or of the removal or incapacity of the said Trustee by reason of insolvency or other cause, the Board of Direc- tors of the Company shall have the right to nominate and apiioint a successor or successors to the said office of Trustee, provided there has been no default on the part of the Company in the payment of the principal or interest due in respect to any of the bonds secured hereby; but any vacancy of more than sixty (60) days' standing may be filled by any court having jurisdiction on the application of the outgoing Trustee or any bondholder, or any person interested. Any Trustee appointed by the Board of Directors of the Company in place of The Trust Company or other Company, Trustee, shall be a Trust Company in the City of Chicago in good standing. Any such appointment by the Board of Directors of the Company shall be by an instrument in writing duly signed and acknowledged by them, which instrument shall be re- corded in the office of the Recorder of the County of Cook in the State of Illinois and in the office of the Recorder of the County of New York, in the State of New York, or whatsoever office at that time by the laws of said respective states shall have the lawful custody of the records of said respective counties. Upon the appointment of any such suc- cessor, or successors, as Trustee by either method above mentioned, all the mortgaged or trust property shall immediately and without con- veyance vest in the new Trustee for the purposes of the trust kereby created, but the outgoing Trustee or Trustees shall nevertheless at the request of the new Trustee, or the Company, but at the expense of the Company and upon the payment to it, them or him, of such amounts as may be due it, them or him, hereunder, execute, acknowledge and de- liver to the new Trustee or Trustees such deeds of conveyance or other instrument in writing as may be necessary to vest in or confirm to the new Trustee or Trustees the mortgaged or trust property.-'^s 35 — See generally as to the effect of the death or resignation of the trustee and the power of a court of equity to remove a trustee or api)oint a successor trustee and the effect of provisions relating thereto in the mortgage deed of trust, Cook on Corporations, § S19. 1248 CORPORATION FORMS AND PRECEDENTS. Thirty-nintu , one of the parties of the second part, has been joined as Trustee hereunder, so that if by any present or future law in any jurisdiction, in which it may iie necessary to perform any act in the execution of the trusts herein created. The Trust Company, Trustee, or its successor or successors, may be incompe- tent or unqualified to act as sUch Trustee, then all of the acts required to be performed in such jurisdiction in the execution of the trusts hereby created, shall and will be performed by said as Trustee, or his successor or successors, acting alone. Except as it may be deemed necessary for said solely to execute the trusts hereby created, The Trust Company, Trustee, or its successor or successors, may solely have and exercise the powers, and shall be solely charged with the performance of the duties hereinbefore declared on the part of the Trustees to be had and exercised, or to be performed. Any request in writing by The Trust Company, Trustee, or by any Trust Company appointed in succession to it, to the individual Trustee hereunder or any Trustee appointed in succession to him, shall be a sufficient warranty for the individual Trustee, or his successor, taking such action as may be so requested. Such individual Trustee, or any successor, may delegate to The Trust Company, or the Trust Company appointed in succession to it, the exercise of any power, discretionary or otherwise, conferred by any provisions of this indenture. In witness whereof the said Company has caused these presents to Vje signed in its name in duplicate, each copy of which is to be taken as an original, by its President, and its corporate seal to be hereunto affixed, attested by its secretary, and to evidence its acceptance of the trusts hereby created, said The Trust Company, Trustee, has caused these presents to be signed in duplicate by its Vice- President and its corporate seal to be hereunto affixed, attested by its Assistant Cashier, and to evidence his acceptance of the trusts hereby created, said has hereunto set his hand and seal in dupli- cate the day and year first above written.3« Company, By [Corporate Seal] President. Attest : Secretary. The Trust Company, Trustee, [Corporate Seal] Vice-President. Attest : Assistant Cashier. Trustee. (Add acknowledgments of all parties.) See for forms of ordinary corporate mortgages. Forms 1641, 164.5, supra. See for forms of acknowledgments. Chapter II, supra. 36 — See as to the formalities of signing, sealing and acknowledging corporate mortgages. Cook on Corporations, § 810; Clark & M., Corp., § 192. BOND ISSUES. 1249 Form 1661. INDENTURE SECURING FIRST MORTGAGE GOLD BONDS OF POWER COMPANY. This Indenture, Made and entered into this first day of October, in the year One Thousand Nine Hundred and Eight, by and between Power Company, of the City of , County of and State of Wisconsin, a corporation duly organized and existing under the laws of the State of Wisconsin (hereinafter called the Company), party of the first part, and The Trust and Savings Bank, a corporation organized under the laws of the State of , and having its principal office in the City of , County, , and , of the City of , . ., (hereinafter called the Trustees), parties of the second part, as Trustees, Witnesseth: Whereas, the Company has full power under and liv virtue of the laws of the State of Wisconsin, to borrow money and to issue its bonds therefor, and to pledge by mortgage, or trust deed, its property, rights and franchises to secure the payment thereof, and Whereas, the Stockholders of the Company, at a meeting duly called and held at the office of the Company on the 19th of December, 1908, by the unanimous vote of all the stockholders present, adopted the following resolution : "Resolved, by the stockholders of Power Company, in stockholders' meeting duly assembled, that the Board of Directors of this Company are hereby authorized to borrow the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) for such time and at such rate of interest as they may deem best, to be used for the purpose of paying the indebtedness of the Company, and of purchasing, acquiring, construct- ing and equipping hydraulic and electric works and a transmission system for this Company, in and near the Counties of , , , and , in the State of Wisconsin, and in other counties in said state; and of enlarging, extending and better- ing, the same; and of developing or purchasing additional and auxiliary properties; and in evidence thereof to issue bonds of this Company and to secure the same by mortgage or deed of trust upon all its corporate prop- erty, both that now owned and that which may be hereafter acquired, "i And Whereas, at a meeting of the Board of Directors of the Company, held at the office of the Company on the 19th day of December, 1908, after said meeting of the said stockholders, a quorum being present, the follow- ing resolutions were adopted, viz: ' ' Resolved, by the Board of Directors of Power Company: "First. That the resolution passed and adopted by the stochholders of this Company, at their meeting held on the 19th day of December, 1908, relating to the issue of the first mortgage bonds of said Company, amount- ing to Two Million Five Hundred Thousand Dollars ($2,500,000) be duly 1 — See as to the necessity of obtaining the stockholders' consent to a mortgage deed of trust. Cook on Corporations, §§725, 808; Clark &- M., Corp, § 696. 1250 CORPORATION FORMS AND PRECEDENTS. performed, effectuated and fulfilled, and the same is hereby approved, ratified and adopted. "Second. That to secure the payment of the principal and interest of said Two Million Five Hundred Thousand Dollars ($2,500,000) of bonds, a deed of trust or mortgage, which shall be a first lien upon all the hydrau- lic and electrical works and transmission system of this Company is hereby directed to be made and executed to The Trust and Savings Bank and , both of , , upon all the property, both real and personal, including all the contracts, leases, and all the property, rights, franchises and privileges now owned or here- after to be acquired by Power Comjjuny, appertaining to and in anywise relating to its hydraulic and electrical works and trans- mission system located in and near the Counties of , ..." , , and , in the State of Wisconsin, and in divers other counties in said state; together with all its income and profits; and upon all other property of the Company of every name, nature or description, and wheresoever situate, whether now owned by the Com- pany or hereafter acquired by it, except Sub- division in the Northeast Quarter of Section , Township , , Kange East of the Principal Meridian, in County, Wisconsin. "Third. That all of said Two Million Five Hundred Thousand Dollars ($2,500,000) of bonds shall be delivered to said The Trust and Savings Bank, one of said Trustees, and thereupon bonds to the amount of Two Million Dollars ($2,000,000) shall at once be certified and issued by such trustee and delivered to the President of the Company or to such person as he may in writing designate. The residue of said bonds amounting to Five Hundred Thousand Dollars ($500,000) shall be issued from time to time after the hydraulic plant and electric generating system of this Company now in process of construction shall be in operation and the main pole line from the Company's power station (and extending thence to the vicinity and within one mile of the City of ), shall have been completed, and the cost of such hydraulic plant, electric generating system and pole line have been fully paid, for the purpose of assisting to pay the cost of replacements, extensions, enlargements and betterments to the Company's systems, and of purchasing and constructing and developing additional and auxiliary properties, but in no event in an amount in excess of eighty (80) per centum of the actual cost in place of such replacements, extensions, enlargements and betterments, or of such development, or of such purchases. "Fourth. That the President of this Company is hereby authorized to sell or pledge said bonds for the purpose of raising money to be used in paying the indebtedness of this Company or of assisting to pay the cost of replacements, extensions, enlargements or betterments to the Company's systems; or of purchasing and constructing and develojjing additional and auxiliary properties, and for its general uses, and such sale or pledge of said bonds shall be binding upon this Company. "Fifth. That the President and Secretary of this Company be and they are hereby authorized, empowered, and directed to have duly prepared and duly executed by them and delivered to the said The Trust and Savings Bank, one of said Trustees, two thousand five hundred first BOND ISSUES. 1:^51 mortgage bonds of the denomination of One Thousand Dollars each, num- bered consecutively from 1 to 2,500, both numbers inclusive, bearing in- terest from the date thereof at the rate of five (5) per centum per annum, payable semi-annually. Said Ixjnds shall stipulate that no recourse for the payment of the principal or any interest thereon shall be bad against any stockholder or director of Power Company by virtue of any statute or constitution or by the enforcement of any penalty or assess- ment. The comi)any reserves the right to prepay and retire said bonds, or any of tht-m on any interest day, at the rate of five per centum premium and interest accrued to the date of such redemption, upon the notice and conditions provided in said mortgage deed of trust. ' ' Each of said bonds shall bear date the first day of October in the year Nineteen Hundred and Eight, and shall mature on the first day of October, in the year Nineteen Hundred and Thirty-eight. The payment of said several instalments of interest shall be evidenced by interest cou^ns to the proper number and of the proper amount to be attached to each of said bonds. Said coupons attached to each bond shall be numbered from one up consecutively, and all odd-numbered coupons shall become due and payable April first, and all even-numbered coupons shall become due ane payable in gold coin of the United States of America of the present standard of weight and fineness, at the office of The Trust and Savings Bank. Each and all of said bonds shall be signed by the said President and attested by the said Secretary, and the interest coupons thereto attached shall be signed by the engraved fac-simile signature of said Secretary, and said bonds shall have the seal of the said Power Company affixed thereto; and said bonds shall be substantially of the tenor and form folle 'ng (except as to number) : "UNITED STATES OF AMERICA "STATE OF WISCONSIN. "No $1,000. " POWER COMPANY " First Mortgage Five Per Cent. Gold Bond.2 ' ' Know All Men by These Presents, That Power Company, a corporation organized and existing under the laws of the State of Wis- consin, acknowledges itself to owe and for value received hereby promises to pay to bearer One Thousand Dollars on the first day of October, 1938, with interest thereon from the date hereof at the rate of five per centum per annum, payable semi-annually on the first day of April and of October in each year on presentation and surrender of the annexed interest coupons as they severally become due. "Both principal and interest of this bond are hereby made payable in gold coin of the United States of the present standard of weight and fineuess at The Trust and Savings Bank in the City of , State of "This bond is one of a series of two thousand five hundred bonds num- bered from 1 to 2,500, both numbers inclusive, of like date, denomination 2 — See as to the illegality of describing bonds as first mortgage bonds when there are underlying mortgages on all or a part of the corporate prop- erty. Cook on Corporations, § 765. 1252 CORPORATION FORMS AND PRECEDENTS. and tenor aggregating the principal sum of Two Million Five Hundred Thousand Dollars; all of ■vrbieh bonds are equally secured by a duly recorded first mortgage or deed of trust upon all of the property and franchises of Power Company now owned or hereafter acquired to The Trust and Savings Bank and , of the City of J State of , Trustees, which said bonds are is- sued and to be issued in the amounts and upon the conditions specified in said mortgage or deed of trust. "This bond shall not become valid until authenticated by the signature of The Trust and Savings Bank, one of the Trustees, to the certificate endorsed hereon. "This bond is redeemable at the option of Power Company on any interest day in the manner and upon the conditions prescribed in said mortgage or deed of trust. "No rec^ourse shall be had for the payment of the principal or the interei-t of this bond against any stockholder or director of the Company by virtue of any statute or constitution or by the enforcement of any penalty or assessment, any and all liability of such stockholder or director being here- by released. ' ' In Testim.ony Whereof The Board of Directors of Power Company has caused this bond to be signed by its President, attested by its Secretary, and its corporate seal to be hereto affixed, and the an- nexed interest coupons to be executed by the engraved fac-simile signature of its Secretary, this first day of October, 1908. " Power Company, ' ' Attest : • "By " " President. ' ' Secretary. "Attached to each of said bonds shall be interest coupons duly authen- ticated by the fac-simile signature of the Secretary of said Power Company, and payable to bearer, for the respective sums of interest to become due as therein mentioned, which shall be of substantially the fol- lowing form, except as to numbers, and dates of maturity: " (Form of Coupon.) "No $25.00. "On the first day of J ^l\ / 19 , Power Com- •' ) October ( pany promises to pay to bearer Twenty-five Dollars, in gold coin of the United States of the present standard at The Trust and Savings Bank in , , for semi-annual interest due that day on its First Mortgage Five Per Cent. Gold Bond dated October 1, 1908, No ' ' Secretary. "Each of said bonds shall have endorsed upon it the following certificate of The Trust and Savings Bank, one of said Trustees: " (Trustee's Certificate.) "This certifies that the within bond is one of the bonds described in the within mentioned Mortgage or Deed of Trust. < < THE TRUST AND SAVINGS BANK, Trustee. " Secretary. BOND ISSUES. 1253 "Sixth. That in addition to the payment of interest on said bonds a sink- ing fund, to be in charge of The Trust and Savings Bank, one of the Trustees under the deed of trust securing said bonds, shall »je created and estaMished for the piiijiose of assisting to provide for the re- demption and retirement of said bonds at or in advance of their maturity; and that on the 20th day of July, 1914, and on the 20th day of each July thereafter until and including the 20th day of July, 1923, there shall be paid over to The Trust and Savings Bank, Trustee, in cash moneys a sum which shall be e(jual to one per centum of all of the bonds of the Company hereby authorized which are outstanding when said install- ments of sinking fund become payable, respectively. Similarly on the 20th day of July, 1924, and on the 20th day of each July thereafter until and including the 20th day of July, 1937, there shall be paid over to said The Trust and Savings Bank, Trustee, in cash moneys a sum which shall be equal to one and one-half per centum on ;ill the bonds of the Company hereby authorized which are outstanding when said instal- ments of sinking fund become payable respectively. "The several sums so paid over to said The Trust and Sav- ings Bank, Trustee, shall be applied by it to the redemption and retirement of the principal of said bonds, but in no case at a rate exceeding five per centum premium and accrued interest; and such of said moneys as The Trust and Savings Bank, Trustee, shall not be able to use in redeeming said bonds at such price shall be invested by said Trustee for the benefit of sinking fund; but no investment shall be made by said Trustee except upon the approval first obtained of this Company. ' ' And the Company at all times reserves the right to make payments of all or any part of said several installments of sinking fund hereby estab- lished in bonds of the Company in lieu of cash moneys. Any bonds sur- rendered to the Trustee for the account of sinking fund shall have all un- matured coupons thereunto attached and shall be credited to the account of sinking fund at the rate of one hundred and five per centum of the face thereof, and shall thereupon together with all interest coupons thereunto attached, forthwith be cancelled by the said Trustee," And, Whereas, the President and Secretary of the Company have this day, in accordance with the resolutions passed as aforesaid by the Board of Directors, executed bonds in form and amount and maturing as therein directed; 3 Now, Therefore, the party of the first part, in consideration of the prem- ises and of the sum of one dollar paid by the said parties of the second part, the receipt whereof is hereby acknowledged, and in order to secure due and punctual pro rata payment of said several bonds and the interest thereon, has given, granted, bargained, sold, transferred, mortgaged, war- ranted and conveyed, and by these presents does give, grant, bargain, sell, transfer, mortgage, warrant and convey unto the parties of the second part. Trustees, as herein provided, and its, his and their successors in trust, with full power of succession to and enjoyment of the rights, privileges, patents and franchises of the party of the first part, all the following de- 3 — See as to form and execution of bonds, Cook on Corporations § 765 : Clark & M., Corp., § 183b. -.' 1254 CORPORATION FORMS AND PRECEDENTS. scribed property situate, lying and being in the Counties of , and of antlof , in the State of Wisconsin, to-wit: (Describe property in detail.) And also all the structures, buildings, stacks, elevators, trams, and power stations and their contents and equipment; And also all the dams, weirs, canals, races, gates, pipes, conduits, sluices, embankments, controlling devices, spillways, waters, water power, water rights, dam rights, flowage rights, hydraulic machinery, wheels and pen- stocks, and also all steam plants, engines, boilers, dynamos, generators, boilers, switch-boards, wires, cables, poles, transformers, meters, shafting, belting, ropes, pulleys, conveyors, service connections, and other appliances for the generation and distribution of electrical current for all purposes; and also all the corporate and municipal rights, privileges, inmiunities and franchises of the Company, acquired under any present law of the United States of America, or of the State of Wisconsin, or which may hereafter be acquired under any law of the State of Wisconsin, and all the rights and equities accrued or to accrue thereunder or otherwise; and all and singular the contracts of the said party of the first part and all and singular the good-will of its business; together with all the rights, privileges, immunities and licenses of the Company, over, in, upon, along, under, through, or across the roads, streets, alleys, bridges, streams, or water and public places of the State of Wisconsin, and of any political subdivision in which the property of the Company or any part thereof may be situate or in which the Com- pany may be entitled to operate ; and all the other personal or real property, of every name and description, now owned or hereafter to be acquired by the Company, together with all and singular the tenements, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, and all the reversion and reversions, remainder and remainders, rents, issues, tolls, incomes and profits of the said mortgagor, or arising from its said business or property, and all estate, right, title, interest, property, claims and de- mands whatsoever, as well in law, as in equity, in and to said premises, appurtenances, property, goods, chattels and franchises, and every part and parcel thereof; and also all and singular the property of the Com- pany of every name, nature or description, wheresoever situate and when- soever acquired:* To have and to hold the above mentioned property, premises, rights, fran- chises, easements, privileges, immunities, appurtenances, business and good will hereby conveyed, assigned, or intended to be conveyed or assigned, and the tolls, incomes, revenues, rents, issues and profits thereof, unto and to the use of the said parties of the second part as Trustees, and to its, his or their successors in trust, according to the nature, tenor and quality thereof, respectively, upon and for the trusts, intents and purposes hereinafter expressed of and concerning the same, for the equal pro rata benefit and security of the holders of any of the aforesaid bonds that shall be issued hereunder, at whatever date the same may be so issued, and without any preference, priority or distinction of one bond over another. Article I. So long as no default shall be made in the payment of the principal or the interest of the said bonds according to their tenor and 4 — See generally as to the granting clause of a corporate mortgage, Cook on Corporations, § 795. BOND ISSUES' 1255 effect, and so long as the conditions of this deed shall be perfornuMi, the Company, its supoossors or assigns, shall be permitted to retain possession and coMtii.l <,f said mortgaged property, and of its income and profits, except as hereinafter provided; but the Company agrees to pay all taxes, assessments and levies upon the property and franchises hereby conveyed, and intended to l)e conveyed, the lien whereof might be *lield superior to the lien of these presents, so that the priority of these presents shall at all times be duly maintained and preserved, and to take care of and to preserve the said property, and to do, on demand of the Trustees or its, his or their successors, all acts necessary or proper to keep valid the lien hereby created and intended to be created, and at any future time, and as often ■ as it may be necessary, to execute on demand of the f-aid Trustees or its, his or their successors, all such other assurances, deeds, 1)ills of sale, assign- ments, mortgages and other instruments of writing in due form and effect, as may be proper to the better carrying out of the true intent and meaning of these presents and especially, and at its own cost, to do all things that may reasonably be required by the said Trustees, or its, his, or their suc- cessors, to keep valid the lien hereby intended to be created on after-acquired property. •'■> The Company hereby consents and covenants that the interest in the real and personal estate of the Company created by this mortgage, and also the interest retained therein by it as mortgagor, shall be assessed and taxed together, without separate valuation, against the Company, pursuant to the statute of the State of Wisconsin in that behalf. Article II. And the Company hereby covenants and agrees that having possession as aforesaid, it will diligently preserve the riglits and franchises now or hereafter granted to or conferred upon it by the laws or ordinances of the State of Wisconsin, or of any state, city, town, district or municipality wherein its property is or shall be situated, and that it will, at all times, keep and maintain its property in thorough repair, working order, and condition, and fully supplied with attendance and equipment, and that it will from time to time make all needed and proper repairs and replacements, so that the business of the said party of the first part shall, at all times, be properly conducted. The Company certifies and covenants that prior to the execution of this instrument, and prior to the issuance and delivery of any of the bonds hereby secured a certificate was filed by the Company with Rail- road Commission of Wisconsin, properly signed and verified, setting forth (1) the amount and character of bonds hereby to be secured; (2) the purposes (as herein recited) for which said bonds were to be issued; (3) the terms upon which they were to be issued; and (4) the total assets and liabilities of the Company; and that thereupon Railroad Com- nussion of Wisconsin duly issued to the Company its certificate as pro- vided by law; which said certificate was prior to the execution of this instrument and prior to the issuance of any of the bonds hereby secured recorded upon the books of the Company; and that no bonds have been issued and that no bonds will be issued hereunder except in the amount, of the character, for the purposes and upon the terms specified in such certificate of Railroad Commission of Wisconsin. .') — See for provision that the mortgagor may retain -possession until de- fault. Cook on Corporations, § 796, 1256 CORPORATION FORMS AND PRECEDENTS. Article III. The Company shall and will at all times hereafter until the said principal sum of money and interest due thereon shall be fully paid, keep all its buildings, and all its other property that is usually insured by like companies, fully insured to the full insurable value thereof, against loss or damage by fire, in some good and responsible insurance company or companies, and cause such insurance to be made payable in case of loss to The Trust and Savings Bank, one of the Trustees, by proper stipulation inserted in the policies, and deliver to said Trustee such policies of insurance and all the renevral certificates and policies therefor as soon as and whenever such insurance is effected ; and in default of so doing said Trustee or the legal holder or holders of said bonds, or any of them, may, at its or their option, effect such insur- ance in the name of said Trustee, and all moneys paid by the said Trustee, or by the holder or holders of said bonds, or by any of them, together with interest thereon at the highest rate allowed by law, shall be repaid by the Company upon demand, and shall become so much addi- tional indebtedness secured by this trust deed and to be paid out of the proceeds of any sale of the said property, if not otherwise paid by said party of the first part. 6 In case of loss, said Trustee shall allow the insurance money received on any policy of insurance procured by the Company to be applied by the Company toward the replacement of or additions to the property destroyed or injured, if the Company shall in writing so request; and said Trustee shall, upon request, pay over to the Company for that purpose, on receipt of proper vouchers showing that said property has been replaced by new or additional property, costing as much as the amount of money so paid over, any or all of such insurance received on policies procured by the said Company ; but if the Company shall not within one hundred twenty (120) days from the time of such loss request said trustee in writing so to apply such insurance then the same shall be paid into sinking fund and shall be used so far as it will go to pay bonds of the Company called for payment under the provisions of Article VII of this instrument. In case of any loss covered by any policy of insurance, any appraisement or adjustment of such loss and settlement and payment of indemnity therefor which may be agreed upon between the Company and any insur- ance company may be consented to and accepted by said Trustee, and said Trustee shall be in no way liable or responsible for the collection of any insurance in case of any loss. Article IV. The Company agrees at all times, on request, to furnish the Trustees a schedule showing with reasonable details the items of the estate, property, and things covered by the lien hereof, or intended so to be, and the Trustees shall have full power, in its, his or their discre- tion, upon the written request of the Company, to convey, by way of release or otherwise, to the parties designated by the Company any personal property which, in its judgment, it has become inexpedient to use for the purposes of the Company's business, when in the Trustees' judgment other property of equal value is substituted therefor and subjected to the lien hereof, so that such release or conveyance shall not injure the secur- ity or rights of the bondholders ; or the proceeds of such sale may, on the 6 — See for provisions relative to taxes, insurance, liens, and maintenance, Cook on Corporations, § 799. BOND ISSUES. 1257 request of the Company, be retained l>y The Trust and Sav- ings Bank, one of the Trustees for the account of sinking fund, and with the accumulations thereof lie applied to the payment of bonds of the Comi)any secured hereby and by their terms next maturing. And until default as aforesaid the Company may sell, exchange, or otherwise dispose of such materials or other movable property as may have become old, worn out, used up, or undesirable; Provided, it renews the same or substitutes therefor other property which, in the judgment of the Trustees, is of equal or greater value; the Trustees' assent to such sale or exchange or other disposition to be expressed in writing prior thereto; and all said renewals or new materials and property to be covered by and subject to this mortgage.^ And Whereas, the Company has heretofore acquired, and may hereafter acquire lands bordering upon or near to the River for the purpose of acquiring or protecting flowage rights necessary for the con- struction and operation of its hydraulic system, it is further expressly covenanted and agreed that the Company may make leases for terms not exceeding five (5) years of any of such lands that are not indisi)ensable to said hydraulic ])lant and distributing system, and until default in the jierformpnce of some stipulation of this instrument or of the bonds hereby secured, may itself receive the rentals in such lease or leases, precisely as if this instrument had not been made; and also that the Comi»any, until default shall be made in the performance of some stipulation of this instrument or of the bonds hereby secured, may bargain, sell and convey upon terms satisfactory to it any part of such real estate owned by it which is not indispensable to the hydraulic plant and distributing system of the Company: Provided, that the purchase price of such lands as and when the same is paid shall be paid by the purchaser to The Trust and Savings Banks, one of the Trustees and such moneys so paid shall be turned into sinking fund and shall be apjdied by the said Trustee to the payment of the bonds of the Company hereby secured, pursuant to the provisions of Article VII of this instrument. The Trustees shall upon payment being made as last above provided release the lien of this instrument as to the property so sold nnd con- veyed upon being paid a reasonable compensation for their services in that behalf; and the Trustees are hereby authorized to make releases of this instrument as to any parcel or parcels of land when the Company shall previously have conveyed the same and when the consideration named ujion the face of the deed thereof shall have been paid to Tho Trust and Savings Bank, Trustee, as hereinbefore provided and the Trustees shall be under no obligation to make any other investi- gation or to request any other or further authorization than as herein above specified. Article V. All of the bonds secured hereby, amounting to the sum of Two Million Five Hundred Thousand Dollars ($2,500,000), shall be executed immediately upon the execution of this instrument, and delivered to The Trust and Savings Bank, one of the Trustees. Bonds to the aggregate amount of Two Million Dollars par value, com- prising bonds numbered from 1 to 2,000, both inclusive, shall thereupon 7 — See for provision giving power to sell old material and parts of the property free from the mortgage, Cook on Corporations, § 798. 1258 CORPORATION FORMS AND PRECEDENTS. imniediatelv be certified and delivered by The Trust and Savings Bank, Trustee, to the Trosident of the Company, or to such person as he may in writing designate. The residue of said bonds, aggre- gating the principal sum of Five Hundred Thousand Dollars ($500,000) shall be issued from time to time thereafter (but not until after the' hydraulic plant and electric generating system of the Company now in process of construction shall be in operation and the main pole line from the Company's power station and extending thence to the vicinity (and within one mile) of the City of shall have been completed and the cost of such plant and electric generating system and pole line shall have been fully paid) for the purpose of assisting to pay the cost of replacing, extending, enlarging and bettering the Company 's present hydraulic, electric and transmission plants and systems; of purchasing additional and auxiliary hydraulic, steam, electrical and transmission plants and systems; and of constructing and developing additional and auxiliary hydraulic, steam, electrical and transmission plants and systems; but such bonds shall only be issued at the rate of eighty per centum of the actual cost in place of such replacements, enlargements, extensions and betterments; and also at the rate of eighty per centum of the actual cost of all such additional and auxiliary properties -purchased by the Company; and also at the rate of eighty per centum of the actual cost in place of constructing and developing such additional and auxiliary properties.8 When any bonds are demanded on account of the cost of replacements, enlargements, extensions or betterments of the Company's said systems, or on account of the purchase price of additional and auxiliary properties or on account of the cost of developing and constructing additional and auxiliary properties, as hereinabove provided, then there shall be filed v/ith The Trust and Savings Bank, Trustee, a certificate that the hydraulic plant and electric generating system of the Company and the main pole line to the City of (all as described in the last preceding paragraph) have been completed and are in operation and that the cost thereof is fully paid, and also a written demand signed by the President of the Company and attested by the Secretary under its corporate seal specifying (1) the amount of bonds which the Company has then earned under the provisions of this article and which are deliver- able to it; (2) the numbers of the bonds so demanded; (3) if such bonds are demanded on account of the cost of replacements, extensions, enlarge- ments and betterments of the Company's systems, or on account of the cost of developing and constructing additional and auxiliary properties, the character and location thereof shall be stated and the actual cost in place thereof to the Company; (4) if such bonds are demanded on account of the purchase price of additional and auxiliary properties, the character and locations thereof shall be stated and the actual purchase price paid by the Company, together with an opinion of title by counsel learned in the law that the title is merchantable and by suitable con- veyance is vested in the Company free and clear of liens and encum- brances. Before issuing any of said bonds The Trust and Savings Bank, Trustee, shall detach and cancel all coupons prior to and 8 — See for bonds issued for construction work, Cook on Corporations, § 7d6. BOND ISSUES. 1259 including the coupon which niaturod next previous to the dale at which said bonds are delivered Ijy said Trustee upon the demand of the (oin- j'any. Should the demand of the Company be for a less amount of bonds than at the time of such demand has been earned and is deliverable under the j)rov»sions of this Article, the difference between the amount of bonds earned and the amount of l)onds demanded shall be carried fonvard as a credit to the installment of bonds which shall next be earned and become deliverable hereunder to the end that installments of l)onds may be taken down under the provisions of this Articde which shall be of convenient and merchantable amounts. Every certificate shall further state whether the several items of prop- erty therein specified arc free of mechanics' liens and claims for mechanics' liens. If there be any such liens or claims outstanding, there shall be deducted from any bonds demanded and deliverable on account of such item or items of property or work, bonds of the face value of the aggre- gate of such liens or claims, which bonds shall be withheld temporarily by The Trust and Savings Bank, Trustee, until such liens or claims are discharged or defeated. Thereupon said Trustee shall, upon being furnished with a certificate to that effect, signed by the President of the Company and attested by its Secretary under its corporate seal, showing the manner in which such liens or claims have been disposed of, deliver the said bonds so withheld to the President of the Company or to such person as he may in writing designate. The demands and certificates specified in this article shall be conclu- sive in favor of The Trust and Savings Bank, Trustee, as to its authority to certify and to issue said bonds as aforesaid. No bond shall become binding or obligatory, or entitled to any secur- ity under this mortgage or deed of trust, until it shall have been authenti- cated by the certificate endorsed thereon signed by The Trust and Savings Bank, one of the Trustees hereunder. All bonds deliverable hereunder shall be delivered to the President of the Company or to such person as he may in writing designate.^ Article YI. For the purpose of providing a fund to assist in paying the principal of said bonds at or in advance of their maturity a sinking fund to be in charge of The Trust and Savings Bank, one of the Trustees, is hereby established and created. The Company hereby covenants and agrees for itself, its successors and assigns, that on the 20fh day of July, 1914, and on the 20th day of each July thereafter until and including the 20th day of July, 1923, it will pay over to said The Trust and Savings Bank, Trustee, in cash moneys a sum which shall be equal to one per centum of all the bonds of the Company which are secured hereby and which are outstanding on the dates when said several installments of sinking fund become payable respectively, and that on the 20th day of July, 1924, and on the 20th day of each July thereafter to and including the 20th day of July, 1937, it will pay over to said The Trust and Savings Bank, Trustee, in cash moneys a sum which shall be equal to one and one-half per centum of all the bonds of the comj)any which are secured hereby and which are outstanding on 9 — See as to certification of bonds, Cook on Corporations, § 814. 1260 CORPORATION FORMS AND PRECEDENTS. the dates when said several installinents of sinking fund beeonie payable re- spectively. The several sums as paid over to the Company, together with all accu- mulations thereof, and all other moneys belonging to the sinking fund shall be applied by The Trust and Savings Bank, Trustee, to the redemption and retirement of the principal of bonds of this issue then outstanding, but in no case at a rate exceeding five per centum premium and accrued interest, and such of said money as said The Trust and Savings Bank, Trustee, shall not be able to use in redeeming said bonds at such price shall be invested l)y said Trustee for the benefit of sinking fund; but no investment shall be made by The Trust and Savings Bank, Trustee, except upon the approval first obtained of this Company. "Whenever the moneys in sinking fund shall suffice to pay the principal and the specified premium on one or more of said bonds it shall be the duty of said The Trust and Savings Bank, Trustee, in the manner prescribed in Article VII of this instrument, to call in and to pay and to retire as many bonds of the Company as the sinking fund then in its hands will thereunto suffice. But the Company reserves the right to pay all or any part of any installment of sinking fund with its bonds hereby secured at the rate of one hundred and five per centum of the face of the principal thereof, provided all unpaid coupons belonging to such bonds are simultaneously surrendered. 10 Article VII. The Company hereby reserves the right to call in, pay and redeem said bonds or any of them on any interest day, by paying the principal of said bonds so called for payment together with a pre- mium thereon of five per centum and also all interest accrued to the date of such redemption. But notice shall be given by The Trust and Savings Bank, one of the Trustees hereunder, to the holder or holders of the bond or bonds, so called for payment, by advertisement published for at least five consecutive days in one or more daily secular newspapers of general circulation published in the City of , the first publication of the notice in each case to be at least sixty days before the time fixed for such redemption, which notice shall state the date on which the Comjiany Avill be prepared to redeem said bonds, and the numbers of the bonds so called for redemption. And upon and after the date given in said notice all interest on the bonds so called shall cease; but all such calls for redemp- tion shall be made through The Trust and Savings Bank, one of the Trustees, and in the event that any amount of bonds less than the amount then outstanding shall be called for payment, the numbers of the bonds to be redeemed shall be determined by said Trustee by the casting of lots. It is further expressly understood and agreed that if after any bond has been called for payment in accordance with the foregoing pro- visions, and the same shall not be presented to said The Trust and Savings Bank, Trustee, for redemption on or licfore the day fixed therefor in the published notice, the Company may deposit with said Trustee to the credit of such bond, designating it by tlie number thereof, 10 — See for payment of bond.s. Cook on Corporations, § 765. BOND ISSUES. 1201 a sum equal in value to the principal thereof, ami in addition the premium of five per centum above specified, together with a sum equal to the interest accrued on such bond to the date fixed for the redenqition thereof as afore- said, which deposit shall be full payment of Such bond and the coupons belonging thereto as between the Company and the holder thereof. Said deposit to the credit of any bond of this issue so in the hands of The Trust and Savings Bank, Trustee, shall draw no interest. Thereupon and thereafter such bond and the coupons thereunto belonging shall 1:0 excluded from participation in the lien and security afforded by these i)resents, and. the holder shall looit for the payment of such bond or bonds, and the interest and the premium thereon, only to the sums so deposited in the hands of The Trust and Savings Bank, Trustee, and in no event to the Company; but said sum so deposited shall be held by said Trustee to the credit of and for the payment of said bond and shall be paid by said Trustee to the holder thereof ui)on presentation and delivery of such bond, together with all outstanding coupons thereunto belonging. The Trust and Savings Bank, one of the Trustees as aforesaid, shall be under no obligation to call any bonds for payment or to publish notice thereof, unless sixty-five days before the date designated for such redemption it shall have received from the Company either cash moneys out of which such redemption shall be made, or such assurance as it may require that the moneys necessary to redeem the bonds so called will be available and in its hands on the date designated for such redemption, and also cash moneys sufficient in amount to pay the costs of such advertising; and The Trust and Savings Bank, Trustee, as aforesaid, shall not be obligated to the redemption of any bond or bonds under this article, unless the funds in its hands for that purpose shall thereto suffice. Article VIII. The Company shall have the right (upon depositing with The Trust and Savings Bank the necessary costs thereof) to cause The Trust and Savings Bank, one of the Trustees, to invite offerings of bonds for the purpose of cancelling and retiring them, or for the purpose of purchasing them for sinking fund pajTnent, on any interest day by the giving of a notice for the length of time and in the manner hereinbefore provided for the giving of notice of the calling of bonds for payment and cancellation. From bonds which may be offered under such notice, said Trustee shall select the number of bonds which the Company then proposes to buy and retire, beginning with those offered at the lowest price. Said Trustee may decline any or all offerings. Any bondholder at any time shall have the privilege of leaving with The Trust and Savings Bank, Trustee, an address to which notice shall be sent of the intention of the Company to purchase for cancellation and retirement any of the bonds secured hereunder, as provided in this article; or of the calling for payment of bonds under the last preceding article. Any bond purchased hereunder, provided all of the unmatured coupons are attached thereto, may be applied by the Company to the payment of any installment of sinking fund at the rate of one hundred and five per centum of the face thereof; that is to say one One Thousand Dollar bond of the Company of the issue hereby secured purchased by the Company under this article or otherwise acquired by the Com])any may be applied by the Company on account of the payment of any installment of sinking fund and shall I 1262 CORPORATION FORMS AND PRECEDENTS. be received by The Trust and Savings Bank for sinking fund account at the sum of One Thousand and Fifty Dollars. The Company covenants that all bonds retired under calls or under the purchase provided for in this mortgage shall upon such redemption or purchase forthwith be cancelled, together with all coupons evidencing un- paid interest thereon. The Company further covenants that as the coupons attached to the bonds secured hereby mature they shall be paid by it and cancelled. It is agreed that no purchase or sale of, or loan made of or upon said coupons on behalf of, at the request of or with the privity of the Company, whether before or after maturity, shall operate to keep the said coupons alive or in force as a lien upon the mortgaged premises as against the holders, of the bonds secured hereby and the coupons annexed thereto. Article IX. Said bonds shall pass by delivery unless they shall have been registered by The Trust and Savings Bank, one of the Trustees, in its office in the City of Any bondholder shall have the right to cause any bond held by him to be so registered by presenting the same to said Trustee, which shall note upon the bond and also upon a bond register provided for that purpose both the name of such registered holder and the date of such registration. Subsequent registrations shall be made as follows: Upon presentation to said Trustee at its office in the City of of any bond issued under and secured hereby accompanied by the delivery of a written instrument of transfer in form approved by said Trustee, executed by the registered holder, such bond may be transferred and such transfer shall be noted by said Trustee both upon the bond register and upon the bond. The registered holder of any such registered bond shall also have the right to cause the same to be registered as payable to bearer, in which case the transferability by delivery shall be restored, and thereafter the principal of such bond, when due, shall be payable to the person presenting the bond; but any such bond registered as payable to bearer may again be registered in the name of the holder with the same effect as a first registration thereof. All coupons, however, shall be and remain payable to bearer, and the payment to the bearer thereof of any such coupon shall discharge the (.'ompany from the payment of the interest thereby evidenced, whether the bond from which it is detached is registered or not. 11 Article X. If default shall be made by the Company in the payment of said bonds, or of any of them, at the time they become due and payable, and such default shall continue for the space of sixty days, or if the Company shall fail to pay any coupon according to the tenor thereof on presentation of the same, or if the Company shall fail faithfully to observe any of the requirements and stipulations of these presents, and such default shall continue for the space of sixty days, then, unless such default shall be waived by the holders of a majority of the bonds then outstanding, the said Trustees shall, at the request of the holders of one-fifth of the bonds then outstanding, enter into and take possession of the property, rights, privileges and franchises hereby conveyed or intended so to be,i2 and shall proceed to operate said hydraulic and electric systems and to collect n — Pee as to registration of bonds and the effect thereof, Cook on Cor- porations, § 767. 12 — See as to the right of entry by the trustee upon default, Cook on Cor- porations, § 800. BOND ISSUES. 1263 and receive the income thereof, and after paying all outstanding taxes, assessments and levies legally imposed by the State of Wisconsin, and the Counties thereof, and by any state, county or municipality wherein sui-h systems, or any part of them, may be situate, and after paying all necessary and proper operating expenses, including labor and materials and reasonaVjle Trustees' fees for their service in that behalf, and their attorneys' and counsel fees, and all other disbursements or liabilities by them made or incurred, the Trustees shall use the surplus, if any there shall be, of the revenues of the Company, as follows: 1st. In the payment of all outstanding interest coupons, j)aying in full those of the lowest numbers and earliest maturities, so far as said net earnings will go, and paying pro rata the coupons of any date when there is not enough to pay them in full ; 2nd. If any sum shall remain after payment of interest, in the payment of the bonds that by the terms thereof and of this mortgage shall then be due and payable. When all legal taxes, assessments and levies, and all arrears of interest, and all matured bonds have been paid it shall then be the duty of the Trustees to turn said j)roperty back to the Company. The privilege granted by this paragraph shall be a continuing privilege so often as the occasion arises, and shall not be exhausted by one or more users thereof. It shall not be obligatory upon the Trustees to take possession of and to operate said Indraulic and electric systems until the owners of at least one- fifth of the bonds then outstanding shall by their writing, duly signed by them, request the Trustees so to act, and shall deposit with the Trustees the bonds of the Company so held by them and secured hereby, and shall further give the Trustees such assurance of indemnity for their disburse- ments, damages and fees as they may reasonably require. Article XI. If the Company shall well and faithfully pay the principal sum due on said bonds as and when the same become payable according to the tenor thereof, together with the interest then accrued and due thereon, and shall pay all the coupons attached to said bonds, and each of them, according to the tenor thereof, on the presentation and surrender of said bonds and coupons, respectively, and if the Company shall well and truly perform according to the true intent and meaning thereof, all the other things required by these presents to lie done by it, then these presents shall be void and shall be released by a suitable instrument of writing to be executed by the Trustees,!^' who shall be entitled to reasonable compensation for their services in that behalf; but if default shall be made by the Company in the payment of said bonds, or of any of them, at the time they become due and payable, or if the Company shall fail to pay said coupons, or any of them, according to the tenor thereof, on the presentation of the same, respectively, or if the Company shall fail faithfully to observe any requirements made of it by these presents, and such default shall continue for a space of sixty (60) days, then the amount of the principal of said bonds, together with all the accrued and unpaid interest thereon (unless such default shall be waived by the holders of a majority of the bonds then outstanding, as hereinafter provided), shall, at the option and request of the holders of one-fifth (1/5) of the then outstanding bonds, become immediately 13 — See as to release of corporate mortgage, Cook on Corporations, § 811. 1264 CORPORATION FORMS AND PRECEDENTS. due and payable. And it shall be lawful for the Trustees to enter into or upon the premises and property hereby granted, or intended so to be, and to take possession of the whole or any part thereof, and to operate the same, or to sell and dispose of all and singular the premises, property, rights, interest and franchises hereby conveyed or mortgaged, or intended so to be, or such portion as the Trustees may deem necessary, at public auction, in the County of , Wisconsin, upon such terms as to credit, partial credits, and security for payment as they may think proper or expedient. The Trustees shall give notice that this mortgage will be foreclosed by a sale of the mortgaged premises or some part of them by publishing the same for six successive weeks, at least once in each week, in a newspaper printed in County, Wisconsin. A copy of the notice shall be served by the sheriff in the manner of serving a summons in a civil action upon the Company, if it shall be found within said County, and if the return of the sheriff shall show that the Company cannot be found, a copy of such notice shall be posted in a conspicuous place upon the mortgaged premises and also served upon the occupant thereof, if any; and said notice shall also be served upon each subsequent grantee of record, and also upon any persons, firms or corporations then having liens upon said premises subse- quoiii to this mortgage, by virtue of a judgment or decree, duly docketed, and constituting a specific or general lien upon said property or any part thereof. The said notice shall be subscribed by the Trustees or by their attorneys or agents, and shall specify: (1) the names of the Company and of the Trustees; (2) the date of this instrument and the dates of the record thereof; (3) the amount claimed to be due thereon at the date of the notice; (4) a description of the mortgaged premises substantially as hereinbefore set forth or as contained in any supplementary conveyances had pursuant to Article T of this instrument; and (5) the time and place of sale. Such sale shall be at public auction between the hour of nine o'clock in the forenoon and the setting of the sun. Any such sale may be postponed from time to time by inserting a notice of such postponement as soon as prac- ticable in the newspaper in which the original advertisement was published and continuing such publication until the time to which the sale shall be postponed. And at such sale said premises may be sold in their integrity as a unit and without appraisement, and without redemption from such sale. The Trustees are hereby further authorized and empowered, either in their own name or the name of the Company, to make, execute, acknowledge and deliver to the purchaser or purchasers at such sale a good and sutYicient deed or deeds of conveyance of the property so sold, and any sale made as aforesaid shall be a perpetual bar both in law and equity, against the Company and all persons claiming through or under it, from claiming the property, rights, privileges, patents and franchises so sold, or any interest therein, and for the purpose aforesaid the Trustees and their successors in trust are hereby constituted irrevocably the attorneys of the first party herein. Out of the proceeds arising from such sale or sales, and the income and profits, if any, the Trustees shall first defray the expenses thereof, together with their just and lawful charges for service and expenses, including a reasonable allowance for attorney and counsel fees, .ind also 9.U advances, damages and expenses reasonably made or incurred by the noXD ISSUES. 1263 Trustees in oj)orating, niaintaining or ni.iiiji^Miijr tho iiroi/crty or Ijiisiiiess of the first party while in possession, and all payments made by srid TriiM (.•<.'• for charges or liens of any kind prior to the lien of these prefients, or for taxes, assessments, insurance and other proper charges upon said premises and property, together with interest thereon. The balance of said proceeds shall be paid over ratably to and among the parties holding said bonds and coupons, paying all overdue coupons first, so far as may be necessary to pay the amounts then due upon Ihe same, including the principal and interest, computed to the time of making the payment, and if any of said proceeds then remain, the remainder sli;dl be paid over to the Company or its assigns. It is also agreed ihat ilie boiiiiholders, or any one or more of them, or any party in their behalf, may purchase the property at any sale made as aforesaid, and the receipt of the Trustees shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money.i* Article XII. The foregoing provision for sale under the power aforesaid is cumulative with the ordinary remedy of foreclosure by entry of suit there- for, and the Trustees hereunder may, upon default being made as aforesaid, institute or carry out proceedings to foreclose this mortgage or deed of trust by suit or otherwise, in such manner as may be authorized by law for the foreclosure of mortgages on real estate, and upon the filing of any bill to foreclose this mortgage the Trustees shall be entitled to their fees and the reasonable charges of their attorney and counsel in the manner and to the extent hereinbefore provided in ease of an entry or entry and sale. And the Company hereby waives any and all rights of redemption or of appraisement now or hereafter provided by the statutes of the State of Wisconsin. 15 Article XI [I. Before proceeding to foreclose this deed or mortgage, whether by sale under said power or otherwise, the Trustees shall have the right first to exact from the bondholders reasonable indemnity against all loss, costs, attorneys' fees and expenses that may be incurred by them in so doing,ic and upon the tender by the bondholders, or any of them, of sucli reasonable indenmity, whether previously requested by them or not, and upon the written request of one-fifth in interest of all the holders of all of said bonds then unpaid or not redeemed, it shall be the duty of the Trustees, upon said bonds being lodged with them, in case of any default continuing on the part of the first party, and not waived. as hereinafter provided, to foreclose the lien hereby created in such lawful manner as the Trustees may deem best. It is hereby made a covenafit of this mortgage that upon the filing of such foreclosure suit, on the application of the Trustees, the court shall aj)point a receiver of all and singular the property conveyed by this mortgage or intended so to be as a matter of right and without notice.iT 14 — See generally as to the power of trustees to sell on default, Cook on Corporations, §§ 803, 824. In some states, it is provided by statute that no such power of sale of realty shall be valid, and the mortgage must be foreclosed by the ordinary remedy of foreclosure by entry of suit therefor. 1.5 — See as to foreclosure by trustees. Cook on Corporations, §§ 800, 820, 821. 16 — See as to the right of the trustee to demand indemnity, Cook on Cor- porations, § 811. 17 — See as to the provision for appointment of a receiver on default, Cook on Corporations, § S02. 1 1266 CORPORATION FORMS AND PRECEDENTS. Article XIV. No delay or onussion by the Trustees in exercising the rights and powers herein granted shall be held to exhaust such rights and powers, or be construed as a waiver thereof, but it is hereby mutually agreed that the holders of a majority in amount of the bonds at the time outstanding may by instrument in writing at any time, whether before or after the institution of foreclosuie proceedings, and prior to the time of the sale hereunder, waive or instruct the Trustees to waive any default (except that of payment of the principal of said bonds at maturity), provided always that no such action on the part of the bondholders shall extend to or be taken to affect any subsequent default, or impair the rights resulting therefrom. But such waiver of default shall be operative only to the extent of postponing action for the period of time therein named, but in no case exceeding the period of six months and not more than one waiver o2 any particular default shall be availed of under the terms hereof.' 8 Article XV. Said Trustees shall be entitled to be reimbursed for all jiroper outlays of every sort or nature by them incurred in the acceptance and discharge of the trust hereunder, and to receive a reasonable and proper compensation for any duties that they may at any time perform in the discharge of the same, and for all damages sustained or incurred by them by reason of or on account of any negligence of any of their attorneys, agents or servants, selected and retained with reasonable care, in the per- formance of the trust hereunder, and all such outlays, fees, commissions, compensations sBid disbursements shall constitute and continue a lien on the mortgaged property and i)remises prior to any other claim hereunder.is In case at any time it shall be necessary and proper for the Trustees or their successors to make any investigation respecting any facts pre- paratory to taking or not taking any action or doing or not doing anything under this instrument, as such Trustees, the certificate of the Company, under its corporate seal, attested by the signature of its President and the affidavit of one of its directors, shall be sufficient evidence of such fact to protect the Trustees, or their successors, in any action that they may take by reason of the supi)0sed existence of such fact. It shall be no part of the duty of the Trustees to see to the recording of this indenture as a mortgage or conveyance of real estate or personal estate, or to do any other act which may be suitable and proper to be done for the continuing of the lien of this indenture, or for giving notice of the existence of such lien ; nor shall it be any part of their duty to effect insurance against fire or other damage on any portion of the mortgaged property ; or to renew any policies of insurance, or to pay any taxes or assessments on any of said property, or to keep themselves informed or advised as to the payment of any taxes or assessments, tliat may be imposed upon the prop- erty, real or personal, sought to be affected by this mortgage, or to require the payment of such taxes or assessments, but the Trustees may, in their discretion, do any or all of the matters and things in this paragraph set forth, or require the same to be done. The Trustees shall only be responsible for reasonable diligence in the performance of the trust, and shall not be answerable in any case for the act or default of any agent, attorney or employe selected with reasonable discretion. 18 — See as to waiver of default. Cook on Corporations, § 801. 19 — See as to compensation of trustee, Cook on Corporations, § 818, BOND ISSUES. 1267 The Trustees shall be fully protected in acting upon any certificate, state- ment, report, order, notice, request, consent or other paper or document believed to be genuine and believed to Vje signed by the proper party, and the Trustees shall not incur any liability on account of any act done or omitted to be done in good faith under the provisions of this deed. Article XVI. The jiarties of the second part, as Trustees or otherwise, shall be under no obligation to recognize any person, firm or corporation as a holder or owner of one or more of the bonds secured hereby, or to do or refrain from doing any act pursuant to the request or demand of any person, firm or corporation professing or claiming to be such holder or owner, until such supposed holder or owner shall produce the said bond and deposit the same witli the Trustees and shall indemnify and save harmless the Trustees to their full satisfaction from any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and damages for which they may become lial)le or responsible in proceeding to carry out such request or demand. Article XVII. All recitals herein contained are made on behalf of the Company, and the Trustees assume no responsibility as to the correctness of any statement herein contained. Said Trustees and their successors shall have no responsibility as to the validity of this deed of trust or mort- gage, nor as to the execution or acknowleilgment or recording hereof, nor as to the amount or extent of the security afforded by the property covered by this deed of trust or mortgage, and the Trustees shall not be in any way liable for the consequence of any breach on the part of said Company of the covenants herein contained, or for any other act or thing hereunder, except their negligence.^o Article XVIII. No recourse under or upon any obligation, covenant or agreement contained in this indenture, or in any bond or coupon hereby secured, or under any judgment obtained against the said Company or otherwise, shall be had against any incorporator, stockholder, officer, or director of the said Company, or of any successor corporation, either directly or through the said Company, by the enforcement of any assess- ment, or claims for unpaid stock or unpaid subscriptions on stock, or by any legal or equitable proceeding by virtue of any constitution, statute or otherwise. This indenture and the obligations hereby secured are solely corporate obligations, and no personal liability whatever shall attach to or be incurred by the stockholders, directors, or officers of the said Company, or of any successor corporation, or any of them, under or by reason of any of the obligations, covenants or agreements contained in this indenture, or in any of the bonds or coupons hereby secured, nor shall any such personal liability be implied therefrom; and any and all personal liability of every name and nature, whether at common law or in equity, or by statute or constitution, of every such stockholder, officer or director is hereby expressly waived as a condition of and consideration for the execution of this indenture and of such bonds and coupons. Article XIX. It is hereby declared and agreed as a condition upon which each successive holder of all or any of said bonds, and all or any of the coupons for the interest of said bonds,, receives and holds the same, 20 — Sec as to the lialdlity of trustees, Cook on Corporations, § 805. 1268 CORPORATION FORMS AND PRECEDENTS. that no bolder or holders of any of said bonds or coupons shall have the right to institute any proceedings in equity, of any character or kind, for the foreclosure of this indenture, or for the execution of the trust hereof, or for the appointment of a receiver, or for any other remedy under this mortgage or deed of trust, or the lien hereby created, or otherwise, without first giving notice in writing to the Trustees of default having been made and continued as aforesaid, and unless the holders of one-fifth of the then outstanding bonds have in writing notified and requested the said Trustees as above provided (and a reasonable opportunity has been afforded to the Trustees after the receipt of such notice and request, to proceed and exercise the powers hereinbefore granted or to institute such action, suit or proceeding in the Trustees' own names), and without also having offered to the Trustees adequate security and indemnity against the costs, expenses and liabilities to be by the Trustees incurred therein, and thereby; and such notice, request and offer of indemnity may be required by the Trustees as the conditions precedent to the execution of the powers and trusts of this indenture, or to the institution of any action in equity for the fore- closure hereof, for the appointment of a receiver, or for any other remedy hereunder, or otherwise, in case of such default as aforesaid in the payment of the principal of any of said bonds, in the payment of any semi-annual installment of the interest thereon, or any other default by the Company, its successors or assigns, or failure to perform any of the covenants or stipulations hereof, to be kept and performed on its part. And it also agreed that no holder or holders of any of the said bonds, or any of the said interest coupons intended to be hereby secured, shall institute any suit, action or proceeding either in equity for the foreclosure hereof, or for the appointment of a receiver, or at law or in equity or for the collection of any of the money evidenced by such bonds or coupons otherwise than upon the terms and conditions and in the manner herein provided. 21 Should any suit or other proceeding be brought against the Trustees by reason of any matter or thing connected with the trusts hereby created, or by reason of their being such Trustees, they shall be under no obligation to enter any appearance by counsel, or in any way to appear and defend such suits or other proceeding, until indemnified to their full satisfaction for so doing; but they may, nevertheless, appear and defend such suits and proceedings without indemnity, if they elect so to do, and in such case they should be compensated therefor from the trust fund. Article XX. Whenever the word Trustee or Trustees occurs in this instrument it shall be construed to mean Trustee or Trustees for the time being. Article XXI. Any Trustee hereunder may resign or discharge himself or itself of and from the trust hereby created, by notice in writing to the Company, given three (3) months before such resignation ij, to take effect, or such shorter time as the Company may accept as suflBcient notice, and in case of a vacancy in the office of Trustee, by resignation or otherwise, a successor or successors may be appointed by the holders of a majority of the bonds then outstanding by an instrument in writing, duly signed and acknowledged by them, which instrument shall be recorded in the oflBce 21 — See generally as to the restrictions on the right to foreclose, Cook on Corporations, §§ 804, 825, 826. BOND ISSUES. lf>69 of the Register of Deeds of County, of County, of . . . .^ County and of County, or in whatsoever office at said time, by the laws of the State of Wisconsin, shall have the lawful custody of the records of said counties, or in case said majority do not agree upon the appointing of a new Trustee or Trustees within thirty (iiO) days after a vacancy shall occur, then the Company, or the holder or holders of any of said IjoihIs may aj)ply to any court of original jurisdiction in the State of Wisconsin for the appointment of a new Trustee or Trustees upon such notice as such court shall prescribe to be given, in such manner or upon or to such party or parties, person or persons, as such court shall direct, or upon such notice as shall Ije in accordance with the rules and practice of the court, and such Trustee or Trustees so appointed by said majority in interest of said bondholder or bondholders, or by said court, shall on its, his or their acceptance of its, his or their appointment, thereby and thereupon, become and be vested with all the powers, rights, estates and interests granted to or conferred upon said parties of the second part, Trustees, by these presents, without any further assurance or conveyance whatevor.-'2 In Witness Whereof, the said Power Company has caused these presents to be signed by its President, sealed with its corporate seal and attested by its Secretary, for and in behalf of it; and the said The Trust and Savings Bank to evidence its acceptance of the trust hereby created, has caused these presents to be signed on its behalf by its Secretary; and the said , to evidence his accept- ance of the trusts hereby created, has hereunto set his hand and affixed his seal, on the year and day first above written. 23 Power Company, By [Corporate Seal] President. In presence of Attest : In presence of Secretary. The Trust and Savings Bank, Trustee, By [Corporate Seal] Secretary, In presence of [Seal.] In presence of This indenture executed in five originals. 22 — See as to death, resignation and removal of trustees, Cook on Corpo- rations, § 819. 23 — See as to the execution and deliverv of mortgages. Cook on Corpo- rations, § 810; Clark & M., Corp., § 192. 1270 CORPORATION P'ORMS AND PRECEDENTS. STATE OF WISCONSIN, County of Be it known that on the 23rd day of December, A. D. 1908, before me, a Notarj Public in and for the said County of and State of Wisconsin, personally appeared , President; and , Secretary, of Power Company, personally known to me to be such President and Secretary, and to be the same persons who executed the foregoing instrument for and on behalf of the said Power Company, and whose names are thereunto subscribed, and severally duly acknowledged that they signed, sealed and delivered said instrument as such President and Secretary, and as the free and voluntary act of said Power Company, for the uses and purposes therein set forth ; and the said and being by me first duly sworn, did each dejiose and say that they are respectively the President and Secretary, as hereinbefore stated, of said Power Company; that they know the corporate seal of said Company; that the seal affixed to the foregoing instrument is the corporate seal of said Power Company; that it was affixed by order of the Board of Directors of said Company duly made, and that they signed their respective names thereto as such President and Secretary by like order. Given under my hand and seal this 23d day of December, A. D. 3908. [Notarial Seal] Notary Public. My commission expires January 21, 1910. STATE OF ,) > ss. County of f I, , a Notary Public in and for said County of , in the State of , do hereby certify that on this 28th day of December, A. D. 1908, personally appeared before me, , Secretary of The Trust and Savings Bank, one of the Trustees named in the foregoing mortgage or deed of trust, and personally known to me to be the Secretary of said The Trust and Savings Bank, Trustee, and whose name is subscribed to the foregoing instrument and did acknowledge that in his official capacity and in behalf of the said Trustee, he did sign, seal and execute the same as its free and voluntary act and deed for the uses and purposes therein set forth. In Witness Whereof, I have hereunto affixed my hand and official seal this 28th day of December, A. D. 1908. Notary Public. [Notarial Seal] My commission expires November 22, 1910. STATE OF ,] ( ss County of \ I, , a Notary Public in and for said County, in the State aforesaid, do hereby certify that , Trustee, personally known to me to be the same person whose name is subscribed to the foregoing instrument, this day appeared before me in person and acknowledged that as such Trustee he signed, sealed and delivered such instrument as his free and voluntary act for the uses and purposes therein set forth. BOND ISSUES. 127] In Witness Whereof, I have hereunto affixetl my havid and official seal this 28th day of December, A. D. 1908. [Notarial Seal] Notary Public. My commission expires November 22, 1910. See next preceding form and notes thereunder. Form 1662. NOTICE OF SPECIAL MEETING TO AUTHORIZE ISSUE OF SINKING FUND DEBENTURE BONDS. Notice of special stoikhoiiiers' meeting, Company, a Corporation. To the Bondholders and Stockholders of Said Company and All Others Interested: Public notice is hereby given that in pursuance of the provisions of the by-laws of Company, a corporation, a special meeting of the stockholders of said Company is hereby called to be held at the office of the Company, Street, , , on the day of , 19 .... , at the hour of o'clock A. M., for the purpose of authorizing the directors and officers of the Company to execute and deliver an issue of five million dollars (.$0,000,000.00) par value of Sinking Fund Six Per Cent Debenture Cold Bonds of the Company and a Debenture Bond Agreement securing the same, and to dispose of said bonds or any part thereof at such prices and on such terms as the Board of Directors of the Company may determine; also for the purpose of authorizing the directors and officers of the Company to pay off and retire the unpaid bonds of the present $1,500,000.00 deben- ture bond issue of the Company; also for the purpose of authorizing the directors and officers of the Company to acquire by purchase the entire capital stock of Company, a corporation, and also for the purpose of voting upon any and all other questions which might properly come before any annual meeting of the stockholders of said Company, except the matter of the election of directors thereof. Dated , , ,19 Company, , Vice President, Attest : Secretary. See generally as to the necessity of obtaining stockholders' consent to a corporate bond issue, Cook on Corporations, §§ 725, 778; Clark & M., Corp., §696. See form next following. See for form of protest bv stockholder against bond issue, Pollitz v. Wabash R. Co., 167 Fed. 145. " 1272 CORPORATION FORMS AND PRECEDENTS. Form 1663. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO AUTHORIZE BOND ISSUE AND MORTGAGE DEED OF TRUST. The Railway Company. Notice of Special Stockholders ' Meeting. Notice is hereby tjiveii that a special meeting of the Stockholders of The Eaihvay Company has been called by the Board of Directors of said Company, to be held at the principal office of the Com- pany in the City of , , on , the day of , 19...., at .... o'clock A. M., for the following purposes: (a) To consent to, approve and authorize the creation and issue of mort-' gage bonds of the Company to be limited to a principal amount, in United States gold coin, of $125,000,000 at any one time outstanding; such bonds to mature at such date, and to bear interest from such date and at such rate or rates, not exceeding five per cent, per annum, as the Board of Directors or the Executive Committee of the Company may determine ; to be issuable for such purposes, upon and subject to such terms and conditions and in such denominations, to be payable, both principal and interest, at such place or places, in such currency or currencies and at such rate or rates of exchange, and to be in such form and to contain such terms and provisions, as said Board or said Committee may determine; (b) to consent to, approve and authorize the execution and delivery of a mortgage and deed of trust on and of all or any part of the railroads, equipment, franchises and property, including corporate stocks and obliga- tions, owned by the Company at the date of the execution and delivery of such mortgage and deed of trust or at any time thereafter acquired by it ; such mortgage and deed of trust to secure not only such bonds but also, in pursuance of covenants heretofore made by the Company and otherwise, to secure, in such manner and to such extent as may be authorized or approved by the Board of Directors or Stockholders of the Company, not exceeding $37,200,000, face amount, of the Four and One-Half Per Cent. Twenty- Year Convertible Gold Bonds of the Company, issued or issuable under the trust indenture, bearing date , 19. . . ., between the Company and Trust Company, as Trustee ; (c) to approve, or to authorize the Board of Directors of the Company in its discretion to determine, the form and terms of such mortgage and deed of trust, and the property of the Company to be embraced therein; (d) to ratify and confirm and to authorize and consent to any action theretofore taken or authorized by said Board of Directors or by the Execu- tive Committee of the Company, which may be submitted to the meeting, •whether for the purposes of or in connection with or in contemplation of any of the matters aforesaid or otherwise; and (e) to transact such other business as may be brought before the meeting. The stock transfer books of the Company will be closed for such meeting on , the day of , 19. . . ., at o'clock .... M., and BOND ISSUES. 1273 will bo reopened on , the clay of , I'J. . . ., at .... o'clock A. M. Diited , , , 19 liy order of the Board of Directors. Secretary. See next preceding form and notes thereunder. Form 1664. RESOLUTION OF STOCKHOLDERS AUTHORIZING ISSUANCE OF BONDS AND MORTGAGE.' Be it resolved, by the stockholders of the Laud and Stock Company, in lawful meeting duly assembled, that, for the purpose of pro- viding funds for general corporate purposes, the Board of Directors of this corporation be, and it is, hereby authorized and directed to sell and issue bonds and interest coupons attached of this corporation in the sum of two hundred thousand dollars ($200,000) on such terms as it may choose and said Board of Directors is hereby authorized and directed to secure the payment of said bonds by the proper execution and delivery of a deed of trust, to trustees to be selected by said Board, upon such real property owned by this corporation and situated in the state of as the said Board shall choose, and also as further security to assign to such trustees as said Board may select, all contracts of sale of such real estate. Be it ftirther resolved, that the said Board of Directors be, and it is, hereby authorized to make and deliver such bonds, coupons and deed of trust in such forms and bearing such interest and payable at such times and in such places as the Board of Directors may deem for the best interests of the corporation. Form 1664a. RESOLUTION OF BOARD OF DIRECTORS AUTHORIZING BOND ISSUE AND MORTGAGE. Be it resolved, by the Board of Directors of Land and Stock Company: (1) That for the purpose of providing funds for general corporate pur- poses and in compliance with a resolution of the stockholders of the Company adopted December , 1911, the president or vice-president, and secre- tary of the Company be, and they hereby are, authorized and directed to execute, issue and deliver to the trustees hereinafter named the first mort- gage bonds of Land and Stock Company, numbered from one (1) to three hundred (300), both inclusive, for an aggregate principal sum of two hundred thousand dollars (.$200,000), bearing interest at the rate of six per centum per annum payable semi-annually, both prin- cipal and interest to be payable in gold coin of the United States of America of the present standard of weight and fineness, and which shall inntnre as follows :2 1 — See as to nccessitv of obtaining stocikholders ' consent to issiu^ of bonds, Cook on Corporations, "§ 72.'); Clark & M., Corp., § 69(). 2 — See generally as to the maturity of bonds. Cook on Corporations, § 765. 1274 CORPORATION FORMS AND PRECEDENTS. $40,000 thereof ^■ovember 15, 1911; $40,000 thereof November 15, 1912; $40,000 thereof November 15, 1913; $40,000 thereof November 15, 1914; $40,000 thereof xNovember 15, 1915. Of said bonds, two hundred (200) shall be of the denomination of five hundred dollars ($500) each, and one hundred (100) of the denomination of one thousand dollars ($1,000) each. Said bonds may be redeemed serially and in the order of their maturities, at 102 per centum and accrued in- terest, at the option of the Company, on any interest date, by the Com- pany giving thirty (30) days written notice to the Trustees of its intention so to do. Coupons attached to said bonds evidencing the interest to be- come due thereon shall be signed by the Secretary, or his lithographed or engraved signature may be affixed to said coupons. (2) That, for the purpose of securing all of the bonds hereby author- ized, the president or vice-president and the secretary of the Company be, and they are, hereby authorized and directed, in the name and in behalf of Land and Stock Company, and under its corporate seal, to make, execute and deliver to Trust Company, a corporation of , and , as Trustees, a mortgage or deed of trust, which shall be a first lien upon that part of the real prop- erty of this Company situated in the state of , now owned by this Company, as the same is set forth and described in the mortgage or deed of trust now submitted to this meeting, the form of which is hereby approved, and upon the various outstanding contracts of sale on said various parcels of said real estate.3 (3) That all of said two hundred thousand dollars ($200,000) of bonds shall at once be delivered to Trust Company, one of the trustees aforesaid, and shall at once be certified and issued by said Trus- tee to the president of this Company, or to such person as he may in writing designate, and the president, or vice-president of this Company is hereby authorized to negotiate, sell or pledge said bonds when issued, or any part thereof.* (4) That the forms of the bonds and of the coupons to be attached thereto, and of the certificate of the Trustee to be endorsed thereon, are to be severally and respectively in substance as follows: 5 (Form of Bond.) UNITED STATES OF AMEEICA State of No $ Land and Stock Company First Mortgage Six Per Cent. Gold Bond. Interest Payable May and November. Land and Stock Company, a corporation organized and existing under and by virtue of the laws of the State of , and 3 — See generally as to authorization of corporate mortgages, Cook on Corporations, §808; Clark & M., Corp., §096. 4— See as to the issuance of bonds. Cook on Corporations, §§ 762-766; Clark & M.. Corp.. § 183. .5 — See generally as to the form of ))onds. Cook on Corporations, §765; Clark & M., Corp.', § 183b. BOND ISSUES. 127o duly authorized to do business in the State of , for value re- ceived liereijy j)roniiHes to pay, on the fifteenth day of Xovemlier, 191.. to the bearer, or if this bond be registered as hereinafter provided, to the registered owner hereof one thousand dollars ($1,000^ in gold coin of the United States of America of the present standard of weight and fineness, with interest thereon from November 15, 1910, at the rate of si.\ i>er <-eiit. per annum, payable semi-annually, in. like gold coin, on the fifteenth days of May and November in each and every year, upon surrender and cancellation of the respective coupons evidencing' such interest hereto annexed, both princi|)al and interest being payable at the ofiice of the Trust Company in the city pf , state of This bond is one of a series of bonds of like tenor, except as to amount, number and date of maturity, aggregating two hundred thousand dollars ($L'00,000) and is secured by a first mortgage or deed of trust, duly executed and delivered by the maker hereof to Trust Company and , of , state of , as trustees, bearing even date herewith, upon certain real property of said company situated in the state of , and upon certain contracts of sale on the various parcels of said real property, more particularly described therein, which said mortgage or deed of trust has been duly acknowledged and recorded. This bond shall pass by delivery, unless it has been registered by the Trust Company, one of said trustees, at its office in After registration of ownership, duly endorsed hereon, no transfer, except on the books of said trustee, shall be valid unless the last registration shall have been to bearer, and this bond shall continue subject to registration and to transfer to bearer, at the option of the holder. Each registration shall be evidenced by the memorandum of said trustee endorsed hereon. The coupons shall always be and continue payable to bearer. This bond may be redeemed at 102 per centum and accrued interest on any interest dale, at the option of the maker hereof, by giving thirty days' written notice to the Trust Company, trustee, of its intention so to do. If any default shall be made in the payment of the interest of this bond, and such default shall continue for a period of ninety (90) days, the jtrincipal sum thereof shall thereupon become due and payable. This bond shall not become obligatory for any purpose until it shall have been authenticated by the certificate hereon endorsed by Trust Company of , one of the trustees, under said deed of trust, or mortgage. In Witness Whereof, the Land and Stock Company has caused those presents to be signed by its President, and its corporate seal to be hereto affixed, and to be attested by its Secretary, and the coupons for interest with the engraved signature of its secretary to be attached hereto, this ir)th day of November, 1910. Land axd Stock Company, By , Attest : President. Secretary. (Form of Coupon.) May l;"th (November 15th) Land and Stock Company will pay to bearer at the office of Trust Company in , 1276 CORPORATION FORMS AND PRECEDENTS. , Thirty Dollars in gold coin of the United States of America of the present standard of weight and fineness, being six months' interest on first mortgage bond, A'umber Secretary. (Form for Registration.) No writing on this bond except by an officer of the Company. Date of Registry. j Jn whose name registered. I Transfer Agent. Trustee's Certificate. This bond is one of the series of bonds mentioned and described in the deed of trust, or mortgage, within referred to. Trust Company, By , President. Maturities of Bonds. Bond Numbers (both inclusive.) Date of Maturity. 1 to 40, $ 500.00 each, November 15, 1911; 41 to 60, $1,000.00 each, November 15, 1911; 61 to 100, $ 500.00 each, November 15, 1912; 101 to 120, $1,000.00 each, November 15, 1912; 121 to 160, $ 500.00 each, November 15, 1913; 161 to 180, $1,000.00 each, November 15, 1913; 181 to 220, $ 500.00 each, November 15, 1914; 221 to 240, $1,000.00 each, November 15, 1914; 241 to 280, $ 500.00 each, November 15, 1915; 281 to 300, $1,000.00 each, November 15, 1915. See form of resolution in next preceding form. See also Form 21, supra, and Form 1665, post. Form 1665. RESOLUTION OF DIRECTORS AUTHORIZING MORTGAGE. Resolved that the president and secretary be and they are hereby author- ized and directed to make and execute under the corporate seal of said com- pany an indenture of mortgage covering all of the presses, typesetting machines, type, rules, slugs, folders, cutters, stock and all other goods ^nd chattels and personal property of any kind or character now or which shall hereafter be owned by the said Evening Union Printing Co., together with the daily Union, Atlantic Times-Democrat and Star Gazette, or any other newspapers now or hereafter to be published by the said Company, all of which property now owned by said Company, and all of which papers, now published by said Company, are located at 1632 Atlantic Avenue, in the City of Atlantic City, in the County of Atlantic and State of New Jersey, together also with the privileges, franchises and appurtenances of and be- longing to this Company, wheresoever situate, or that may be hereafter BOND ISSUES. 1277 acquired by or conferred upon this Company, including the franchise to be a corporation. Further Resolved that for the better securing of the money due to the purchasers of tlio bonds secured by said mortgage, a sinking fund be created for the purchase and cancellation of the boixls to be issued by this Company and to that end of the income from the business to be conducted by this Com- pany after first paying the floating indebtedness amounting to .$4,970.99, assumed by this Company upon the purchase of the said property from the Daily Union Printing Co., and after i)aying all salaries and other expenses of any kind or character, and before paying any dividend to the holders of shares of capital stock of this Company, the balance in the hands of the treasurer at the end of each fiscal year, shall be credited to the sinking fund account for the purposes aforesaid. The foregoing resolution is found and was considered in Buvinger v. Evening Union Printing Co., 72 N. J. Eq. 321. For another and excellent form of resolution authorizing the issuing of bonds secured by mortgage on corporate property, see Form 21, supra. See also Forms 1GG:5, 1664, 1664a, aupra. See for form of resolution of directors authorizing execution of mortgage, In re Builders' Lumber Co., 148 Fed. 244. See for forms of resolutions of stockholders concerning surrender of out- standing bonds and execution of new mortgage and exchange of bonds, Metropolitan Trust Co. v. North Carolina Lumber Co., 162 Fed. 170. See for form of resolution to issue bonds to acquire property, Guaranty Trust Co. v. Atlantic, etc., R. Co., 138 Fed. 517. See for form of resolution to cancel bond and mortgage and other forms, Brinekerhoff v. Roosevelt, *131 Fed. 955. Form 1666. COLLATERAL TRUST DEED SECURING BONDS.' The COKPORATION and The Trust Company. MORTGA(iE. An indenture, dated the day of , one thousand nine hundred and Between The Corporation, a corporation organized and existing under the laws of the State of (hereinafter termed the "Company"), party of the first part; and The Trust Company, a corporation created and existing under the laws of the State of (hereinafter termed the "Trustee"), party of the second part; "Whereas, the Company, being thereunto duly authorized by law and by resolutions of its stockholders and Board of Directors, desires now to make and to issue its "Collateral Trust Forty Year Per Cent Gold Bonds," of which the aggregate amount outstanding at any one time shall never exceed the principal sum of $ , all of which bonds are to be issued under and in pursuance of, and are to be secured ratably by, this indenture; and 1 — Soe generally as to the power of a corporation to pledge bonds anc ock held by it. Cook on Corporations, §§ 317, 464, 763; Clark & M., Corp. 1278 CORPORATION FORMS AND PRECEDENTS. Whereas, the said $ Collateral Trust Forty Year Per Cent Gold Bonds are to be payal)le the first day of , 19. . . ., and are to bear interest at the rate of per cent per annum, payable semi-annually on the first days of and in every year; and Whereas, said bonds shall be coupon bonds of the denomination of $1,000 each; and Whereas, each of said bonds and the coupons annexed thereto and the Trustee 's certificate endorsed thereon shall be substantially of the follow- ing tenor: (Form of Bond.) UNITED STATES OF AMEEICA. State of The ■ Corporation. First Mortgage Collateral Trust Forty Year Per Cent Gold Bond. $1,000. No The Corporation, a corporation created and existing under the laws of the State of , and hereinafter termed the "Com- pany, " for value received hereby promises to pay, on the day of , A. D. 19. . . ., at its office or agency in the City of to bearer, or if registered, to the registered holder of this bond, one thou- sand dollars in gold coin of the United States, of the present standard of weight and fineness, and to pay interest thereon from , 19. ... , until the payment or redemption of this bond at the rate of per cent per annum at such office or agency in like gold coin semi-annually on the first days of and in each year but only upon presentation and surrender of the respective coupons hereto attached as they severally mature. All payments upon this bond, both of principal and interest, shall be made without deduction for any tax or taxes which the Company, its successors or assigns, may be required to pay, deduct or retain therefrom under any present or future law of the United States, or of any state, county or municipality therein or of any foreign country. This bond is one of a duly authorized issue of bonds of the Company, the aggregate amount whereof is. limited to , all of which are issued and to be issued under and in pursuance of, and are to be secured ratably by, and are subject to, an indenture dated , A. D. 19...., duly executed by the Company to the Trust Com- pany, as Trustee, and to a supplemental indenture dated , 19. . . ., to Mortgage and Trust Company, successor trustee, to which indentures reference is hereby specifically made for a statement of the nature and extent of the security, the rights of the holders of the bonds under the same, and the terms and conditions upon which the bonds are issued and secured. No recourse shall be had for the payment of the principal or interest of this bond against any stockholder, officer or director of the Company, by virtue of any statute or by enforcement of any assessment or otherwise; any and all liability of stockholders, directors and officers of the Company being hereby released. This bond shall pass by delivery unless registered in the owner's name on the books of the Company at its office or agency in said City of , such registry being noted on the bond by the bond registrar BOND Ti^SUES. 1279 of the Company, after which no transfer shall be valid unless made on said books in th6 manner prescribed in said indenture and similarly noted on the bond; but the same may be discharj^jod from r(>;^istry by being transferred in like manner to bearer, after \vhi<'h transferaliiiity by de- livery shall be restored; but afjain, from time to time, it may he registered or transferred to bearer as before. Such registration, however, shall not affect the transferability of the coupons for the interest hereon, by de- livery merely, and payment to the bearer thereof shall discharge the Company in respect of the interest therein mentioned whether or not the bond shall have been registered. Neither this bond nor any coupon for interest thereon shall become or be valid until the bond shall have been authenticated by the certificate endorsed hereon duly signed by the Trustee under said indentures. This bond is redeemable at any interest period upon payment of the principal and interest then due and a ])remium of per cent upon the principal as provided by the terms of the mortgage. No action or proceeding at law or in equity shall be instituted or shall be maintainable upon this bond or upon any of the coupons hereof for the enforcement or collection of interest or for maturing the principal thereof by reason of any default in payment of any instalment of interest hereon, except when and as permitted by the terms of said indentures. In Witness Whereof, The Corporation has caused these presents to be signed by its President or one of its Vice-Presidents, and its corporate seal to be hereunto affixed, and to be attested by its Secretary or by an Assistant Secretary, and coupons for such interest bearing the engraved facsimile signature of its Treasurer to be attached hereto, as of the day of , A. D. 19 The Corporation, [Seal] By , Attest : , President. Secretary. (Form of Interest Coupons.) No $ On the day of The Corporation will pay to the bearer at its office or financial agency in the City of , unless the bond to which this coupon is annexed shall have been previously redeemed, dollars in United States gold coin, without deduction for taxes, being the semi-annual interest then due on its Collateral Forty Year Per Cent Gold Bond No Treasurer. (Form of Trustee's Certificate.)-' This is to certify that this bond is one of the bonds described in the within mentioned indentures. Trust Compa.ny, By , Trust Officer. Whereas, at a meeting of the stockholders of the Company, duly called and held, the holders of the outstanding stock of the Cora- 2 — See generally as to the certification of bonds, Cook on Corporations, i§ 7G4, 814. 1280 CORPORATION FORMS AND PRECEDENTS panv, by their votes duly authorized the execution of this indenture, and the issue of the bonds hereby secured, as herein provided; and Whereas, at a naeeting of the Board of Directors of the Company said Board of Directors duly did resolve that in behalf of the Company this indenture be executed by its President or a Vice-President ; that the cor- I^orate seal be afiixed thereto and be attested by the Secretary or an Assistant Secretary, and that this indenture be acknowledged and delivered to Trust Company, as Trustee ; that the Gold Bonds of the Company substantially of the tenor and effect set forth in this indenture be executed from time to time in the name and in behalf of the Company by the President or any Vice-President, and that the corporate seal be thereto affixed and be attested by the Secretary or by any Assistant Secre- tary of the Company; and that such bonds be issued, certified and delivered in the manner and upon the terms and conditions and for the purposes set forth in this indenture; and Whereas, all acts and things prescribed by law and by the by-laws of the Company, as a condition precedent to the execution of this indenture and the issue of the bonds hereby secured, have been duly performed, and the Company has executed this indenture and has issued and delivered to the Trustee for certification the bonds hereby secured in the exercise of each and every legal right and power in it vested ; 3 Now, Therefore, This Indenture Witnesseth : That in order to secure the payment of the principal and the interest of all such Collateral Trust Forty Year Per Cent Gold Bonds of the Company, at any time issued and outstanding under this indenture, and in consideration of the premises and' of the purchase and acceptance of such bonds by the holders thereof, and of the sum of one dollar to it duly paid by the Trustee, the receipt whereof is hereby acknowledged: The Company, party of the first part hereto, has bargained, sold, as- signed, transferred and set over, and by these presents does bargain, sell, assign, transfer and set over, unto the Trustee, party of the second part, and its successor or successors, in the trust hereby created, all its right, title and interest in and to the following bonds and other securities. Bonds. (Here describe Bonds.) Xotes. (Here describe Notes.) Equities. (Here describe Equities.) (A) Equities in Bonds. (Here describe Equities in Bonds.) (B) Equities in Notes. (Here describe Equities in Notes.) All of said last mentioned bonds and notes having been heretofore de- livered to the said Trust Company as security for the pay- ment of said secured loan under and in pursuance of the terms of the agreement aforesaid. To have and to hold all said bonds and other securities hereby assigned and transferred, and also all additional or substituted bonds or other prop- erty of any kind that by virtue of any provision hereof hereafter shall become subject to this indenture, to the Trustee, its successors and assigns forever ; But in Trust, Nevertheless, under and subject to the conditions and pro- visions hereinafter set forth, and for the equal and proportionate benefit 3 — See as the formalities of issuing bonds and mortgages. Cook on Corpo- rations, §§ 777, 810; Clark & M., Corp., §§ 183, 192. BOND ISSUES. 1281 and security of all present and future holders of the bonds and interest obligations issued under and secured by this indenture, and for the en- forcement of the payment of such bonds and interest obligations when payable, in accordance with the provisions of such bonds and interest obligations and of this indenture, without preference, priority or distinction as to lien or otherwise of any one bond over any otli^r bond, by reason of priority in the issue or negotiation thereof, or by reason of any other cause; and after payment of the principal and interest of such bonds and interest obligations or after provision for the satisfaction thereof, as here- inafter authorized, then upon the further trusts hereinafter set- forth. And it is Hereby Covenanted and Declared that all such Collateral Trust forty year per cent gold bonds with the coupons for interest thereon are to be issued, certified and delivered, and that the assignment and transfer of such bonds, securities and other property to the Trustee under this indenture is subject to the further covenants, conditions, uses and trusts hereinafter set forth, namely: Article I. Section 1. The amount of bonds hereby secured which may be executed by the Company and which may be certified by the Trustee is limited bo that never at any time shall there be outstanding bonds hereby secured for an aggregate principal sum exceeding $ ■* Sec. 2. The bonds authorized to be issued under and to be secured by this indenture, to the aggregate principal sum of $ as soon as may be after the execution of this indenture, upon the deposit with the Trustee of the bonds and other securities hereinbefore enumerated (other than those securities enumerated after the title "Equities"), shall be delivered to the Trustee for certification, and shall by the Trustee be certified and delivered to the Treasurer of the Company or upon his ordei:, evidenced by resolution of the Board of Directors of the Company. A copy of any such resolution, certified by the Secretary under the corporate seal, shall be full authority and protection to the Trustee for the certifica- tion and delivery of such bonds, and the Trustee shall be in no wise liable or responsible for the use of any of the said bonds or their proceeds after such certification and delivery. Sec. 3. Only such of said bonds as shall bear thereon a certificate sub- stantially in the form hereinbefore recited, duly executed by the Trustee, shall be secured by this indenture, or shall be entitled to any lien or benefit thereunder. No such bond nor any coupon thereunto attached shall be valid for any purpose until such certificate sliall have been duly endorsed on such bond. Every such certificate of the Trustee upon any bond exe- cuted by the Company shall be the conclusive evidence that the bond so certified was duly issued, and that the same is entitled to the benefit of the trust hereby created.^ Sec. 4. In case any bond issued hereunder with the coupons thereto appertaining shall become mutilated or shall be destroyed, the Company (upon receipt of evidence satisfactory to it of the destruction of such bond and its coupons, and upon receipt also of satisfactory indemnity), in 4 — See as to over-issue of bonds, Cook on Corporations, § 760; Clark & M., Corp., § 183. 5— See as the certification of bonds, Cook on Corporations, §§ 764, 814. 1282 CX)RPORATION FORMS AND PRECEDENTS. its discretion, may execute, and thereupon the Trustee may certify and deliver, a new bond of like tenor and date in exchange and suljstitution for the bond lost or destroyed, and upon cancellation of the mutilated bond and its coupons.^ Sec. 5. Until the said bonds intended to be secured hereby can be en- graved and prepared«the Company may execute and deliver to the Trustee one or more printed or lithographed non-negotiable bonds, substantially of the tenor of the bonds hereinbefore recited, and bearing interest at the same rate, for the payment of dollars ($ ) and to be cancelled upon the delivery to the Trustee of the engraved bonds; and the Company shall, upon such delivery, issue its negotiable interim receipts or certificates to said amount, authenticated, and delivered to the Company by the Trustee in compliance with a resolution of the Board of Directors as provided for by Section 2 of this Article and with the same effect. All such interim receipts or certificates shall be dated the day of , 19...., and shall be exchangeable for engraved bonds to be issued hereunder, and, upon any such exchange, such receipts or certificates shall be forthwith cancelled by the Trustee and delivered to the Company for destruction. Until so exchanged, the said receipts or cer- tificates, and the temporary non-negotiable bond or bonds represented by them shall be entitled to the lien and security of these preseats in the same respect as bonds issued and certified hereunder would be, and interest when and as payable shall be paid and endorsed thereon. As long as any such receipts or certificates are outstanding a corresponding amount in face value of engraved bonds shall be withheld from certification by the Trustee. Sec. 6. Nothing in this indenture, or in the bonds issued hereunder, expressed or implied, is intended, or shall be construed, to give to any person or corporation other than the parties hereto, and the holders of bonds issued under and secured by this indenture, any legal or equitable right, remedy or claim under or in respect of this indenture, or under any covenant, condition or provision herein contained; all its covenants, con- ditions and provisions being intended to be, and being, for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds hereby secured. Article II. Section 1. The Company covenants as follows: Duly and punctually to pay the principal and interest of every bond issued hereunder in gold coin of the United States of the present standard of weight and fineness, at the dates and the place and in the manner mentioned therein or in the coupons thereto belonging, according to the true intent and meaning thereof, without deduction for any tax or taxes which the Company, its successors or assigns, may be required to pay. deduct or retain therefrom, under any present or future law of the United States, or of any State, county or municipality therein, or of any foreign country. The interest on said bonds shall be payable only upon presentation and surrender of the several coupons for such interest as they respectively mature, and when paid such coupons shall forthwith be cancelled. 7 6 — See generally as to lost and stolen bonds. Cook on Corporations, § 797. 7 — See as to payment of bonds and coupons. Cook on Corporations, § 797. BOND ISSf'ES. 1283 The Company will not suffer or j)ermit the continuance of any default in the performance or otjscrvance of the co'cnants or cciditions of this indenture. The Company will not pay any interest on its income bonds or declare any dividend on any shares of its capital stock while any default shall exist in the payment of the interest on any of the bomls hereby secured. At all times until the payment of the principal of the bonds secured by this indenture, the Company will keep an ofliy a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement contained herein or in aid of the execution of any power herein granted, or for any fore- closure hereunder, or for the enforcement of any other appropriate legal or equitaljh' remedy, as the Trustee, being ailvised by counsel learned in the law, siiall deem most effectual to protect and enforce the rights aforesaid.i'"' In case tlie Trustee shall have proceeded to enforce any rights under this indenture, by sale, foreclosure, entry or otherwise, and such pro- ceedings shall have been discontinued or abandoned because of waiver, or for any other reason, or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored to their former positions and rights hereunder in respect of the mortgaged premises, and the bonds and other property suliject or to be subject to this indenture, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. Sec. 4. Notice of any such sale pursuant to any provision of this indenture shall state the time and place when and where the same is to be made, and shall contain a brief general description of the property to be sold, and shall be published once in each week, for four successive weeks prior to such sale in two daily newspapers published in the City of , State of , and in two daily news- pajters published in the City of , State of Anything in this indenture contained to the contrary notwithstand- ing, the holders of a majority in amount of the bonds hereby secured and then outstanding, deposited as aforesaid from time to time shall have the right to direct and to control the method and place of conducting any and all proceedings for any sale of the property subject to this indenture or for the foreclosure of this indenture or for the appointment of a receiver, or any other proceeding hereunder. The Trustee, from time to time, may adjourn any sale by it to be made under the provisions of this indenture, by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, without further notice or publication, it may make such sale at the time and jilace to which the same shall be so adjourned. Sec. 5. Upon the completion of any sale or sales under this indenture, the Trustee shall execute to the accepted purchaser or purchasers jiroper assignments and transfers of the. property sold and shall deliver to the accepted purchaser or purchasers any of the property so sold that then shall be in the possession of the Trustee hereunder. The Trustee and its successors hereby are appointed the true and lawful attorneys irrevocable of the Company, in its name and stead to make all necessary transfers aforesaid, and for that purpose it and they may execute all necessary acts of assignment and transfer, the Com- 14 — See as to the power of the trustee to sell on default. Cook on Corpo- rations, §§ 803, 820, 824. 15 — See as to the rieht of the trustee to sue for foreclosure, etc.. Cook on Corporations, §§ 803, 821, 823. 1290 CORPORATION FORMS AND PRECEDENTS. panv hereby ratifying and confirming all that its said attorney or attorneys shall lawfully do by virtue hereof. Any such sale or sales made under or by virtue of this indenture, ■whether under the power of sale hereby granted and conferred or under and by virtue of judicial proceedings shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of the Company of, in and to the property so sold^ and shall be a per- petual bar both at law and in equity against the Company, its successors and assigns, and against any and all persons claiming or to claim the property sold, or aiu' part thereof, from, through or under the Company, its successors or assigns; and the receipt of the Trustee for the consid- eration money paid at any such sale shall be a sufficient discharge there- for to the purchaser, without any liability upon the part of the pur- chaser to see to the application of the purchase money, or to be bound to inquire as the authorization, necessity, expediency or regularity of any such sale.ie Sec. 6. In case of such sale under the foregoing provisions of this Article, whether under the power of sale herein granted or pursuant to judicial proceedings, the principal sums of all the bonds hereby secured, . if not previously due, shall immediately thereupon become due and pay- able, anything in said bonds or in this indenture contained to the contrary notwithstanding. Sec. 7. The moneys, proceeds and avails of any such sale under the power of sale herein granted or pursuant to judicial proceedings, together with any other sums which then may be held by the Trustee under any of the provisions of this indenture, as part of the trust estate or the proceeds thereof, shall be applied as follows: First — To the payment of the costs and expenses of such sale, including a reasoiiu,ble compensation to the Trustee, its agents, attorneys and coun- sel, and of all expenses, liabilities and advances made or incurred by the Trustee, and any charges, prior to this indenture, upon the property sold, except charges subject to which the property shall have been sold. Second — To the payment of the whole amount then owing or unpaid upon the bonds hereby secured for principal and interest, with interest at the rate of five per cent, per annum on the overdue installments of interest, and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon the said bonds, then to the pay- ment of such principal and interest, without preference or priority of principal ov«r interest, or of interest over principal, or of any install ment of interest over any other installment of interest, ratably, to the aggregate of such principal and accrued and unpaid interest. Third— To the payment of the surplus, if any, to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same. 17 Sec. 8. In case of any sale hereunder, any purchaser, for the j)urpose of making settlement or payment for the property purchased, shall be entitled to use and apply any bonds, and any matured and unjiaid cou- pons hereby secured, by presenting such bonds and coupons in order that 16 — See as to right of redemption from trustee 's sale. Cook on Corpo- rations § 824. 17 — See as to distribution of proceeds of sale. Cook on Corporations, § 850, BOND ISSUES. 1291 there may be credited thereon the sums applicable to the payment thereof out of the net proceeds of such sale to the owner of such bonds and coupons, as his ratable share of such net proceeds, after the deduction of costs, cxjionses, compensation, liabilities, advances and other charges; and thereupon such purchaser shall be credited, on account of such pur- chase price payable by him, with the portion of such net proceeds that shall be applicable to the payment of and that shall have been credited upon the bonds and coupons so presented ; and, at any such sale, any bondholders may bid for, and may purchase such property and may make payment therefor as aforesaid, and upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in their own absolute right, without further accountability.is Sec. 9. The Company covenants that (1) in case default shall be made in the payment of any installment of interest on any bond or bonds at any time outstanding and secured by this indenture, and the default in the payment of such installment shall have continued for the period of six months or (2), in case default shall be made in the payment of the principal of any such bonds when the same shall become payable, whether upon maturity of said bonds, or upon declaration as authorized by this indenture, or upon a sale as hereinbefore set forth, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the bonds and coupons hereby secured then out- standing, the whole amount that then shall have become due and pay- able on all such bonds and coupons then outstanding for interest or principal or both, as the case may be, with interest at the rate of per cent, per annum upon the overdue principal and installments of inter- est; and in case the Company shall fail to pay the same forthwith upon such deinaud, the Trustee, in its own name and as Trustee of an express trust, shall be entitled to recover judgment for the whole amount so due and unpaid. The Trustee shall be entitled to recover judgment as aforesaid, either before or after or during the pendency of any proceedings for the enforcement of the lien of this indenture, and the right of the Trustee to recover such judgment shall not be affected by any sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions of this indenture or for the foreclosure of the lien thereof; and in case of a sale of the property covered by this indenture and of the application of the proceeds of sale to the payment of the debt hereby secured, the Trustee, in its own name and as Trustee of an express trust, shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid upon any and all of the bonds issued here- under and then outstanding, for the benefit of the holders thereof, and shall be entitled to recover judgment for any portion of the debts remain- ing, unpaid, with interest. No recovery of any such judgment by the Trustee, and no lien of any execution upon property covered by this indenture or upon any other property, shall in any manner or to any extent affect the lien of the Trustee upon the property or any part of the property covered by this indenture, or any rights, powers or remedies -jf the Trustee hereunder, or any rights, powers or remedies of the holders 18 — See as to application of bonds in payment of purchase price. Cook on Corporations, § 8S7. 1292 CORPORATION FORMS AND PRECEDENTS. of the bonds hereby secured, but such lien, rights, powers and remedies shall continue unimpaired as before. Any moneys thus collected by the Trustee uuder this section (after deducting the proper charges and expenses of the Trustee) shall be applied bv the Trustee towards payment of the amount then due and unpaid upon such bonds and coupons in respect of which such moneys shall have been collected, ratably, and without any preferfcn,-e or priority of any kind, except as provided in Section 7 of this Article, according to the amounts due and payable upon such bonds and coupons, respectively, at the date fixed by the Trustee for the distribution of such moneys, upon presentation of the several bonds and coupons, respectively, at the date fixed by the Trustee for the distribution of such moneys, upon presenta- tion of the several bonds and coupons, and stamping thereon such pay- ment if only partially paid, and upon surrender thereof if fully paid. Sec. 10. The Company will not at any time insist upon or plead, or in any manner whatever claim, or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor will it claim, take or insist upon any benefit or advantage from any law now or hereafter in force providing for valuation or appraisement of the jyop- erty or any part of the property covered by this indenture, prior to any sale or sales thereof to be made pursuant to any provisions herein con- tained, or to the decree, judgment or order of any court of competent jurisdiction, nor after any such sale or sales will it claim or exercise any right under any statute enacted by any State, or otherwise, to redeem the property so sold or any part thereof; and it hereby expressly waives all benefit and advantage of any such law or laws; and it covenants that it will not hinder, delay or impede the execution of any power herein granted and delegated to the Trustee, but that it will suflPer and permit the execution of every such power, as though no such law or laws had been made or enacted.i^ Sec. 11. No holder of any bond or coupon hereby secured shall have any right to institute any suit, action or proceeding in equity or at law, for the foreclosure of this indenture, or for the execution of any trust hereunder, or for the appointment of a receiver, or for any other remedy hereunder, unless such holder previously shall have given to the Trus- tee written notice of such default, and of the continuance thereof, as hereinbefore provided; nor unless, also, the holders of twenty-five per cent, in amount of the bonds hereby secured, then outstanding, shall have made written request upon the Trustee and shall have offered to it a reasonable opportunity either to proceed to exercise the powers herein- before granted, or to institute such action, suit or proceeding in its own name; nor unless, also, they shall have offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby and have offered to deposit their bonds with the Trustee as aforesaid; and such notification, request and offer of indemnity are hereby declared, in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this indenture for the benefit of the bondholders, and to any action or cause or action for foreclosure or for the appointment of 19_See as to waiver of stays, exemptions, etc., Cook on Corporations, § 797. BOND ISSUES. 1293 a receiver or for any otbcr remedy bereunder; it being understood and intended that no one or more holders of bonds ami coupons shall have any right in any manner whatever, by his or their action, to affect, dis- turb or prejudice the lien of this indenture, or to enforce any right here- under except in the manner herein provided, and that all proceedings at law or in equity shall bo instituted, had and maintained in the man- ner herein provided, and for the equal benefit of all holders of such out- standing bonds and coupons.20 Sec. li'. Except as herein expressly provided to the contrary, no remedy herein conferred upon or reserved to the Trustee, or to the holders of bonds hereby secured, is intended to be exclusive of any other remedy or remedies; and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute; but no action or proceeding shall be instituted or shall be maintainable by any bond- holder or by the Trustee upon any of the bonds or coupons hereby secured, or upon any of the covenants or agreements of this indenture, or for the enforcement of the security of this indenture, by reason of any lefault of the Company in the payment of any installment of interest on any such bonds, until after such default in the payment of such install- ments sliiill have continued for the period of six months and no action or proceeding shall be instituted against the Company by any Ijond- holder to enforce the contractual liability of the Company by reason of any of it^ covenants and promises contained in said bonds, until the property covered by this indenture shall have been exhausted by pursuit of the remedies herein provided. Sec. 13. No delay or omission of the Trustee, or of any holders of bonds hereby secured, to exercise any right or power accruing upon any default continuing as aforesaid, shall impair any such right or power, or shall be construed to be a waiver of any such default, or acquiescence therein; and every power and remedy given by this Article to the Trus- tee or to the bondholders, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the bondholders. Article VI. No recourse under or upon any obligation, covenant or agreement contained in this indenture, or in any bond or coupon hereby secured, or because of the creation of any indebtedness hereby secured shall be had against any incorporator, stockholder, officer, or director of the Com- pany, or of any successor corporation, either directly or through the Com- pany, by the enforcement of any assessment or by any legal or. equitable proceeding by virtue of any statute or otherwise; it being expressly agreed and understood that this indenture, and the obligations hereby secured, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, the incorporators, stock- holders, officers or directors of the Comjianr, or of any successor cor- poration, or any of them, because of the incurring of the indebtedness nereby authorized, or under or by reason of any of the obligations, cove- nants or agreements contained in this indenture or in any of the bonds 20 — See as to restrictions on the right of bondholders to foreclose, Cook on Corporations, §§ 804, 825. 1294 CORPORATION FORMS AND PRECEDENTS. or coupons hereby secured, or implied therefrom; and that any and all personal liability of every name and nature, and any and all rights, and claims against every such incorporator, stockholder, officer or director, whether arising at common law or in equity, or created by statute or constitution, are hereby expressly released and waived, as a condition of, and as part of the consideration for, the execution of this indenture and the issue of the bonds and interest obligations secured hereby.21 Article VII. Whereas, it may be desirable and for the best interests of the Com- pany and its security holders to sell and dispose of from time to time certain of the bonds and other securities deposited and pledged with the Trustee hereunder and to that end and in order to provide for the with- drawal and release of said bonds from time to time from the trusts and provisions of this indenture, and to detervnine the sum or price at which said bonds may be so withdrawn, it is agreed by and between the parties hereto, and the holders of all the bonds issued or to be issued under and secured by this indenture as follows, namely: 22 Section 1. The total valuation by this indenture attributed to all of the bonds deposited and pledged hereunder and in this indenture described for the purpose of withdrawal from the Trust hereof shall be the total amount necessary to redeem, as in this Indenture provided, all of the bonds issued or to be issued under the terms of this Indenture, such amount being the sum of $ Sec. 2. The valuation attributable to each class of bonds and other property pledged hereunder, shall for the purposes of withdrawal as aforesaid, be as follows: The bonds of the following named corporations, in the following amounts: Sec. 3. "While and so long as there shall be no default hereunder, the Company shall have the right at any time or times by resolution adopted by a vote of at least two-thirds of all the members of its Board of Directors, of which resolution a certified copy shall be lodged with the Trustee, to require the Trustee to deliver and the Trustee shall deliver to the Company fully discharged from the lien and trusts hereof all of the bonds of any company pledged and deposited with the Trustee hereunder, upon the payment to the Trustee in cash, or in bonds issued under this indenture and theretofore redeemed or purchased as. in this Indenture provided, equal to the valuation in this Indenture attributed to the bonds so to be withdrawn, and any redeemed or purchased bonds so delivered to the Trustee for the purpose of securing such withdrawal and release, shall, for the purposes of this Article, be accepted and received by the Trustee as cash, at the par value of such bonds, or if more has been paid, then at the cost of the same (not exceeding 105 per cent, of the par value thereof;, and such redeemed or purchased bonds, shall upon their delivery to the Trustee be by it canceled and 21 — See Cook on Corporations, § 807. Si2 — See Cook on Corporations, § 798. BOND ISSUES. 1295 destroyed and the amount and numbers thereof as well as a deseriptiou of the bonds withdrawn and released shall by the Trustee be noted upon this Indenture. Xuthing in this Artifle contained, however, sliitll Ije construed as requiring the Trustee to deliver up physical jiossession of any securities upon which it may then have a lien by virtue of any other Instrument or Trust beside the lien created by this Indenture. It is expressly agreed and understood, however, anything in this Indenture contained to the contrary notwithstanding, that in the event of any sale by the company of any bonds withdrawn and released as aforesaid from the Trust and provisions of this Indenture, all amounts realized upon such sale in excess of the amount i)aid to the Trustee at the time of the withdrawal and release of the bonds so sold, shall be paid by the Company to the Trustee and shall be held by the Trustee and disposed of by it for the purposes and upon the conditions in this Article prescribed. All sums of money paid to the Trustee upon the withdrawal and release of securities as in this Indenture provided shall be applied solely for the purpose of the redemption or purchase of bomis issued under this Indenture as herein provided and shall be available to the Company for such purposes or either of them. All sums of money received by the Trustee under any provisions of this Article in excess of the sums paid to it upon the withdrawal of bonds at scheduled prices as aforesaid, sliall be set apart and held in trust by the Trustee and applied to the purchase' of other property, real or per- sonal, for the benefit of the Company, or for the benefit of any Company ■whose bonds shall then be held by the Trustee hereunder, or to the pur- chase of any property similar to that owned by any Company whose bonds are pledged hereunder, or applied for additions, betterments or improvements of the property of the Company, or of any such other Company, or for the working capital thereof. Any such purchase shall be made and any such other application of said moneys shall be directed by the Company and paid for or made by the Trustee out of such funds upon receipt of a certified copy of a resolution of the Board of Directors of the Company, specifying the purpose for which such payments are required which resolution shall constitute a sufficient warrant, direction and justification to the Trustee for the expenditure of the money ami shall constitute a requirement upon it that said money shall be expended or applied for the purposes and in the manner in such resolution directed, but without any liability on the part of the Trustee to see to the appli- cation of such moneys At the option of the Company, expressed by resolution as above, any money received by the Trustee under any provisions of this Article may be available to the Company to be used and applied by it to the pur- chase or redemption of bonds secured by tiiis Indenture, and if directed by a resolution of the Board of Directors of the Company as above the Trustee shall apply said moneys or permit the same to be applied by the Company for said purposes.-^ It is expressly agreed and understood by and between the parties hereto and the holders of all the bonds issued hereunder, that, any- 23 — See Cook on Corporations, § 798. 1296 CORPORATION FORMS AND PRECEDENTS. thing herein contained to the contrary notwithstanding, while and ao long as the Company shall not be in default hereunder, the Trustee shall not be required, nor shall it be any part of its duty as Trustee hereunder to institute any proceedings or take any action whatsoever in respect to the demand or otlier notes, bonds or obligations deposited with it and in this Indenture specifically described, either for the col- lection of the principal thereof or the interest thereon or otherwise, and either against the maker or makers of said notes or the endorsers or guarantors thereof unless required to take such action by the Com- ] any. And in no case shall any action be taken by the Trustee upon any of the notes pledged hereunder, either made by or endorsed by t:.e Company or the Company for a period of three years from the date of this Indenture. It is also expressly understood and agreed between the parties hereto and all the holders of all bonds issued hereunder, that if at any time Ihe Company shall request the Trustee by resolution of its Board of Directors to do one or more of the following things, viz., to consent to the waiver of any default which has occurred previous to the date of this Indenture upon the bonds of any of the companies referred to in this indenture and secured by mortgage to the Trust Com- pany of , as Trustee, or consent to the with- drawal of the notice of maturity of such bonds or to the discharge of any receiver appointed under such mortgage upon the occurrence of such default or to consent to the reconveyance by the said Trust Company , as Trustee, or by any fiduciary for said Trust Company to the said companies respectively, of all assets of said companies consisting of stock in trade, products or by-produtts or moneys payable in respect thereof or other assets covered by way of floating charge only in said mortgages previous to said default, and conveyed or transferred to such trustee or fiduciary thereupon, so that upon said reconveyance, such floating charge shall be re-established, then in any such case the said Trustee hereunder shall give and deliver such consent to the said trustee or fiduciary, and the Company and all the holders of bonds secured hereby, do hereby further authorize the Trustee hereunder to do all acts which in its discretion it may deem necessary or advisable to carry into effect such waiver, withdrawal, discharge or reconveyance. The Trustee shall not be responsible or liable in respect of any action so taken in good faith.24 A copy of a resolution of the Board of Directors of the Company certified by its Secretary, shall be full authority and protection to the Trustee for any action taken under this Article. In the event of the withdrawal and release from the Trusts of this Indenture of all the bonds pledged hereunder of any Company, the Trustee shall, upon the request in writing of the President or Vice- President of the Company, deliver to the Company or to such person or persons as may be designated in such request, all of the demand or other notes then held by the Trustee hereunder, of the Corporation whose bonds have been so withdrawn or released, and cancel or release 24 — See generally as to the rights and duties of the trustee in respect to the mortgaged property, prior to default, Cook on Corporations, §§ 815-817, BOND ISSUES. 1297 from the obligation any endorsements of the said Corporation upon notes or obligations of other Companies which may be held by the Trustee as security under this Indenture. Article VI 11. Section 1. Any request, direction, resolution or other instrument required by this indenture to be signed and executed by bonlhoblers may be in any number of concurrent writings of similar tenor, and may be signed or executed by such bondholders in person or Ijy agent appointed in writing. Proof of the execution of any such request, direction, resolution or other instrument, or of the writing, appointing any such ugent, and of the ownership of bonds, if made in the fol- lowing manner, shall be sufficient for any purpose of this indenture, and shall be conclusive in favor of the Trustee with regard to due action by it taken under such request. The fact and date of the signing or execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction, who, by the laws thereof, has power to take acknowledgments within said jurisdiction, that the person signing such writing, acknowledged before him the execution thereof; or by an affidavit of a witness of such execution. In case physical deposit of the bonds cannot be made by reason of their being pledged or deposited, the fact of the holding of coupon bonds hereunder by any bondholder, and the amount and issue number of any such bonds, and the date of his holding the same, may be proved by a certificate executed by any trust company, bank, bankers or other depository (wherever situated), if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein men- tioned such persons had on deposit with such trust company, bank, bankers or other depository the bonds described in such certificate. The owner- ship of bonds registered as to principal under Section 2 of Article II hereof may be proven by the books of registry of such bonds. Sec. 2. The Company and the Trustee may deem and treat the bearer of any bond hereby secured, which shall not at the time be registered as hereinbefore authorized, and the bearer of any coupon for interest on an]^^ such bond whether such bond shall be registered or not, as the absolute owner of such bond or coupon, as the case may be, for the purpose of receiv- ing payment thereof and for all other purposes; and neither the Company nor the Trustees shall be affected by any notice to the contrary. The Company and the Trustee may deem and may treat the person in whose name, any bond issued hereunder shall be registered upon the books of the Company, as hereinbefore provided, as. the absolute owner of such bond for the purpose of receiving payment of, or on account of, the principal thereof, and for all other purposes except to receive pay- ment of interest represented by outstanding coupons; and all such pay- ments so made to any registered holder, or upon his order, shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid.-3 2.'> — See as to the eflfect of registration of bouda, Cook on Corporations, $767. 1298 CORPORATION FORMS AND PRECEDENTS. Article IX. Section 1. If, when the bonds hereby secured shall have become due and payable, the Company shal) well and truly pay, or cause to be paid, the whole amount of the principal and interest due upon all of the bonds and coupons hereby secured then outstandinjj, or shall provide for the payment of such bonds and coupons by depositing with the Trustee here- under the entire amount then due thereon for principal and interest, at that time, or shall have made the deposit required in this Indenture for the redemption of all of the said bonds at any time before such maturity, as provided by Article IV hereof, and also shall pay, or cause to be paid, all other sums payable hereunder by the Company, and shall well and truly keep and perform all the things herein required to be kept and performed by it according to the true intent and meaning of this indenture, then and in that case the Trustee shall pay to the Company all moneys remaining in its hands after providing for the payment of all outstanding bonds and deliver to it all bonds, and all property, rights and interests hereby conveyed or pledged shall revert to the Company, and the estate, right, title and interest of the Trustee shall thereupon cease, determine and become void; and the Trustee in such case, on demand of the Company, and at its cost and expense, shall execute proper instruments acknowledging satisfaction of this indenture.26 Article X. Upon the terms and conditions stated in this and the subsequent articles hereof, and not otherwise, the Trust Company hereby accepts the trust of this instrument, and the Company and all present and future holders of bonds and coupons secured hereby expressly assent and agree to and acknowledge themselves bound by said terms and conditions. The Trustee shall incur no liability to anybody in acting upon any notice, request, consent, certificate, bond, document or paper believed by it to be genuine and to have been signed by the proper person. The Trustee, save for its wilful default, or for its gross negligence after personal notice and distinct specification in writing from some per- son interested in the trust, shall not be personally liable to anybody. The Trustee shall not be responsible for the recording, registration or filing of this instrument or any instrument of further assurance or for the estimation or payment of any taxes, and the Trustee may select and employ in and about the execution of any of the duties incumbent upon it hereunder suitable agents and attorneys and for their acts aT-.d neglects, if selected with reasonable care, the Trustee shall be in no wise responsible. The Trustee shall be under no obligation or duty to perform any act hereunder or to defend any suit in respect hereof, except upon the request in writing of some person or persons interested in the trust, nor unless .first satisfactorily indemnified, nor unless satisfactory pro- vision is made for furnishing additional indemnity from time to time as in the judgment of the Trustee may be required for its protection; nor shall the Trustee be chargeable with notice of any default on the part 26 — See as to the release of mortgages. Cook on Corporations, § 811. f BOND ISSUES. 12flO of the Company except upon delivery to it of a (iistinet specification in writing of such default by some person or persons interested in the trust, whose interest, if required, must bo proved to the reasonable satis- faction of the Trustee. The recitals and statements herein and in .sa"id bon(is and coupons contained shall be taken as statements by the party of the first part and shall not be considered as made by or a.s imposin;,' any oljligation or liability upon the Trustee, nor shall the Trustee be heM responsible for the legality or validity of said bonds or coui)ons. Any money received by the Trustee under any provisions of this indenture may be treated by it, until it is required to pay out the same conformably herewith, as a general deposit, without any liability for interest save such as, during that time, it allows to its general depositors. The Company agrees, from time to time, on demand, to pay to the Trustee reasonable compensation for its services hereunder; also to make reimbursement to. the Trustee for all counsel fees, compensation of attor- neys and agents, and other expenditures made l)y the Trustee hereunder, with interest thereon; also to indemnify and save the Trustee harmless against any and all lialjilities of any kind which the Trustee may incur in the exercise and performance of its powers and duties hereunder; and for such indemnification, reimbursement and payment of Trustee's com- pensation a first lien is hereby imposed in favor of the Trustee upon all thp I)roperty and funds hereby conveyed in trust.27 The Trustee may become the owner of bonds and coupons secured hereby with the same rights which it would have if it were not trustee. The Trustee may, in its discretion, advise with legal counsel to be selected and employed by it at the expense of the Company, and any- • thing done or suffered in good faith by the Trustee in accordance with the opinion of counsel shall be conclusive in favor of the Trustee on the Company and on all holders of bonds and coupons secured hereby. The duties of the Trustee to the Company and to the holders of bonds and .coupons secured hereby shall be determined solely by the provisions of this instrument and by the laws of the State of In executing this indenture the Trustee makes no covenant or repre- sentation as to the title or interest of the Company in or to the property described therein, and it shall be no part of the duty of the Trustee to see that any of the property intended to be conveyed in Trust here- under is properly and legally 'subjected to the lien hereof. It is expressly understood that the Trustee shall be under no duty or lialiility in respect to any tax which may be assessed against it or against the owners of the bonds hereby secured in respect to the property hereby conveyed nor shall the Trustee be under any duty to pay or see to the payment of such tax, or take any notice of the assessment thereof or give any notice thereof to the holders of the bonds secured hereby or any other person and for any expense or liability which the Trustee may incur by reason of or growing out of any such tax the Trustee shall 27 — See generally as to the compensation of trustees, etc., Cook on Corpo- rations, § 818. 1300 CORPORATION FORMS AND PRECEDENTS. have a lien on the property hereby secured prior to the lien of the bonds hereby secured. Whenever in this deed of trust the existence of any situation, matter, conclusion or fact of any character, or the sufficiency or validity of any instrument, paper, or proceeding, or of any proof or evidence of any fact of any character shall be prescribed as a condition of or in any manner with respect to any action or proceeding on the part of the Trustee, or shall be deemed necessary to be ascertained by the Trustee as the basis of an oj)inion by the Trustee, a certified copy of a resolution of the Company, together with a certificate of the president, treasurer, secretary and managing agent of the Company, or any two of them, verified under oath, shall in the discretion of the Trustee be sufficient evidence of any such fact, situation, matter or conclusion, and shall be complete protec- tion to the Trustee for any act or proceeding on its part upon the faith thereof; but the Trustee may in its reasonable discretion require other evidence. The Trustee or any successor or successors hereafter appointed may resign and be discharged of the trusts hereby created by written notice thereof to the Company and by the publication of such notice at least twice in each week for four successive weeks in a daily newspaper pub- lished in the City of , and for a like number of times in a daily newspaper published in the City of , and by duly 'accounting for the trust property in the possession of the Trustee or the trustees so registered.ss ^&* Article XL The Trustee or any trustee hereafter appointed may resign or be removed at any time by an instryment or concurrent instruments in writ- ing signed by the holders of not less than a majority in amount of the bonds hereby secured and then outstanding and signed also by the Com- pany. In case at any time the Trustee or any trustee hereafter appointed shall resign or shall be removed or otherwise shall become incapable of acting, a successor may be appointed by the holders of a majority in amount of the bonds hereby secured then outstanding by an instrument or concur- rent instruments signed by such bondholders or their attorneys in fact duly authorized; provided, nevertheless, and it is hereby agreed and declared, that in case at any time there shall be a vacancy in the office of the Trustee hereunder, the Company, by an instrument executed by order of its Board of Directors, may appoint a trustee or trustees to fill such vacancy until a new trustee or trustees shall be appointed by the bondholders as herein authorized. The Company shall publish notice of any such appointment by it made once each week for successive weeks in a daily newspaper published in the City of , State of , and in a daily newspaper j)ublished in the City of , State of , but the Trustee so appointed by the Company shall immedi- 28 — See generally as to resignation, etc., of trustees, Cook on Corpora- tions, §819. ' BOND ISSUES. inoi atcly and without further act he superseded by a new trustee or new trustees ajipointed by the bondholders in the manner aljove provided, if such an apjK)i!itnient by bondholders be made prior to the exjiiration of one year after such publication of notice. Every such trustee appointed by the boiidhoMcrs or liy the Company as successor to the party of the second f)art under this indenture, shall be a trust company in the City of , in ^'ood standing, if there be such a trust company willing and able to accept the trusts upon reasonable or customary terms. Any new trustee appointed hereunder shall execute, acknowledge and deliver to the Trustee last in office, and also to the Company, an instru- Miciit accepting such api)ointnu'nt hereunder, and thereupon such new Trustee without any further act, deed ^or conveyance shall become vested with all the estates, properties, rights, powers, trusts, duties and obliga- tions of its predecessor in trust, with like effect as if originally named as such trustee herein; but the trustee ceasing to act, shall, nevertheless, on the written request of the Company or of the new trustee, execute and deliver an instrument transferring to such new trustee, upon the trusls herein expressed, respectively, all the estates, properties, rights, powers and trusts of the trustee so ceasing to act, and shall duly assign, transfer and deliver to the new trustee all property, moneys, interests and rights held by or vested in such trustee. Should any deed, convey- ance, transfer or instrument in writing from the Company be required by any new trustee for more fully and certainly vesting in and con- firming to such new trustee such estates, interests, rights, powers and duties, any and all such deeds, conveyances, transfers and instruments in writing shaJl on request be made, executed, acknowledged and delivered. In ease of the appointment of any new trustee under the provisions of this Article, as successor to the party of the first part herein, a copy of the instrument making such appointment, duly authenticated as a true copy, by the President and Secretary of the Company, (they having inspected and compared said copy with the original) shall be filed with each of the cor])oratious whoso bonds shall be subject to this indenture. Article XTI. Section 1. All the covenants, stipulations, promises, undertakings and agreements herein contained by or on behalf of the Company, shall bind its successors and assigns, whether so expressed or not. For every pur- pose of this indenture, including the execution, issue and use of the bonds hereby secured, the term "Company" includes and means not only the party of the first part hereto but also its successors and assigns. Sec. 2. The word Trustee means the Trustee for the time being, whether original or successor; the words Trustee, bond, bondholder, shall include the plural as well as the singular number, unless otherwise expressly indicated. The word coupons refers to the interest coupons attached to the bonds, secured hereby. The word j'erson, used with reference to a bondholder, shall include associations or corporations owning any of said bonds. In witness whereof, the said parties hereto have caused their respective corporate seals, duly attested, to be afiixed to an original and duplicate 1302 CORPORATION FORMS AND PRECEDENTS. hereof, and these presents to be subscribed by their duly authorized repre- sentatives, as of the day of , A. D. 19 20 The Corporation, By [Seal] President Attest : Secretary. Trust Company, By [Seal] President. Attest : Secretary. (Acknowledgment of Company.) . (Acknowledgment of Trustee.) See for other forms of collateral trust bonds, Forms 1687, 1688, 1697, post. See notes under Forms 1660-1665, supra. For form of supplemental mortgage to secure same issue of bonds, see Form 1700, post. Form 1667. COLLATERAL TRUST DEED SECURING INCOME BONDS, CONTAINING FORM OF BOND.i The and The Trust Company of AGREEMENT. Agreement made this day of in the year One Thousand Nine Hundred and Between The ; , a corporation duly organized under the laws of the State of , hereinafter called the "Company," party of the first part ; and The Trust Company of , a corporation duly organized under the laws of the State of , here- inafter called the "Trustee," party of the second part; Whereas, the Company is the owner of the following bonds and other securities, Bonds. (Here describe bonds.) Notes. (Here describe notes.) Equities. All the right, title and interest and equity of redemption of the Company in and to the bonds and securities, below described, .• f ter the payment of a certain "secured loan" amounting to the sum of $ , described in an agreement made the day of ,19 , by and between the Trust Company, of the first part ; and the Company, a corporation duly incorporated under the laws of , of the second part ; an original of which is now on file with the said Trustee; the said 29— See generally as to the execution, delivery and acknowledgment of deeds of trust, Cook on Corporations, § 810. 1 — See generally as to income bonds, Cook on Corporations, § 773. BOND ISSUES. 1303 securities being described in the said agreement as the "pledged securities," and being as follows: 2 (A) Equities in lionds. (Here describe bonds.) (B) Equities in notes. (Here describe notes.) And Whereas, said bonds and other securities have been deposited with ami are now held by the Trust ('ompanj' of as Trustee under the Company's First Collateral Trust Agreement, dated , 19...., to secure an issue of First Mortgage Bonds not to exceed in the aggregate at any one time outstanding the principal sum of dollars ($ ) ; and Whereas, until the haiqu^ning of some one or more of the defaults specified in said First Collateral Trust Agreenu^nt, the Company is entitled to the entire income derive»Such amount shall be ascertained as follows: There shall be deducted from the gross income of the Company, (including all sums received during the previous fiscal year by way of interest or BOND ISSUES. laOT other payments on the bonds and other securities belonging to the Coinpanj (l(-Iiositt' once a week for two weeks, in the month of August the amount 'of interest, if any, paya^ble on said income bonds at that time and the date and place of payment ; but it is expressly agreed that no interest shall be paid upon the said bonds except as herein provided, and that if the amount of net income payable by way of interest as ascertained and determined as hereinbefore provided shall be insutficient to ])rovide for the payment of such interest coupons in full, such amount shall be applied to the pay- ment of such coupons at such reduced rate not less than one per cent, on the face of the bonds, as it may suffice to pay, and the amount so paid shall be in full satisfaction of the coupons to which the payment shall be applied, which coupons shall be surrendered and cancelled on receipt of the amount payable thereon. The interest on said bonds shall not be cumulative, and in case the Board of Directors shall ascertain ana determine that there are no amounts covered by any interest coupon maturing during such period applicable to the payment of interest, the coupons of such period and the obligations of the Company therein con- tained shall cease, be void and become of no effect.* Sec. 3. The Company covenants and agrees that at all times until the pajnnent of the princijial of the bonds issued under this agreement, it will keep an ofTfice or agency in the City of , where notices or demands in respect of said bonds may be served, and from time to time will give written notice to the Trustee of the place of such office or agency. In case the Company shall fail to do so presentation 4 — See Cook on Corporations, § 773. 1308 CORPORATION FORMS AND PRECEDENTS. and demand may be made and notices served at the olfice of the Trustee in the Citv of Article III. The Company may at any interest period before the maturity of the bonds redeem and pay any or all of said bonds outstanding hereunder and secured hereby at a premium of five per cent. Such redemption shall be provided for and made by depositing with the Trustee, in gold coin of the United States of America, of or equal to the present standard of weight and fineness, or its equivalent, such sum as may be sufficient to pay the principal, together with any and all unpaid interest instal- ments theretofore declared payable and a premium of five per cent, upon the bonds to be redeemed, provided that the Company shall by publica- tion in at least two newspapers in the cities of and respectively once a week for four successive weeks preceding such date have given prior notice of its intention so to pay and redeem the said bonds, specifying the date of such redemption and specifying (in case less than all of said bonds are to be redeemed) the numbers of the bonds to be redeemed and which previously to the publication of such notice shall have been chosen by lot under the direction of the Trustee. On the day specified in such notice the prin- cipal of all outstanding bonds hereunder, if so specified, or the principal of such bonds as shall have been so chosen by lot and so specified for redemp- tion, as the ease may be, together with the said premiums thereon and the accrued interest to such date of redemption, shall become and be due and payable at the. office of the Trustee in the City of and all interest theteon and the interest theretofore declared payable as aforesaid to such date of redemption, shall become and be due and pay- able at the office of the Trustee in the .City of , and all interest thereon and lien and rights under this trust agreement shall cease if the deposit shall have been made as hereinbefore provided in that respect. In case less than all of said bonds are to be redeemed, the Company shall notify the Trustee of the face amount of bonds it desires to redeem, and the Trustee shall, upon the request of the Company, and in the presence of one of its officers, determine by drawing by lot the numbers of the bonds so to be redeemed. All bonds redeemed and paid as hereinbefore provided shall forthwith be cancelled in the presence of a representative of the Trustee and a representative of the Company, and the Trustee shall thereupon note upon the trust agreement the fact of such cancellation, together with a memorandum of the numbers of the bonds so cancelled and the Trustee shall thereupon deliver the bonds so cancelled to the Company. If any holder of the bond or bonds so called for redemption does not present his or her bonds for payment upon the day named, the Trustee shall retain the proportion of the fund represented by such bond or bonds as a special trust fund for the redemption of such bond or Ijonds and shall pay over the same to the lawful holder thereof upon presentation at any time thereafter. Anything herein contained to the contrary notwithstanding, the Com- pany may at any time, prior to the maturity of said bonds, purchase or otherwise acquire any or all of said bonds outstanding, which said bonds so purchased or acquired and any of said bonds which may have been BOND ISSUES. 1309 redeemed by the Company, eh in this Trust Agreement provided, shall be available to the Company when accompanied by all unmatured Loupous in seeurin;- an eventual cancellation of this agreement, and the Trustee shall, upon delivery to it by the Company of any bond« issued hereunder, acquired or redeemed by it, with all unmatured coupons thereunto aj>per- taining, caicel said bonds and coupons, j)rovided the same have nol already been cancelled at the time of the redemption thereof, and shall note upon this Trust Agreement the amount of said bonds so released and delivered to the Company, and if all of said bonds have been so delivered shall redeliver this agreement to the Company for cancellation. Article- IV. Section 1. In case default shall be made by the Company in causing its Board of Directors to ascertain and declare, or by said Board of Directors in ascertaining and declaring the amount of income in any year applicable to the payment of interest on the bonds issui'd hereunder or in the pay- ment of any interest so ascertained and declared payable on any bond issued hereunder, and such default shall continue for a period of six months beyond the date of the coupon then presentable, then the Trustee may at its oi)tiou, and shall, on the written request of the holders of a majority of the bonds issued hereunder then outstanding and a deposit of such bonds with it by the requesting bondholders, and a sufiicient indemnity as to costs, declare by writing served on the Company the principal of all the said bonds to be due and the same shall thereupon forthwith bofome due and payable. And in case default shall be made by the Company in the payment of the principal of any such bond when the same shall become due and payable, either by its terms or by declaration of the bondholders as afore- said, or in case default shall be made in the due observance or performance of any other covenant or condition herein required to be kept or performed by the Company and such last mentioned default shall continue for a period of six months after written notice thereof to the Company from the Trustee or from the holders of fifty per cent, or more in amount of the outstanding bonds issued thereunder, then and in each and every such case the Trustee may, but if requested in writing by a majority of the bondholders who have also deposited their bonds with it and upon being satisfactorily indemnified against any expense arising therefrom, shall forthwith proceed to enforce its rights and the rights of the bondholders under this agreement by a suit or suits iu equity or at law, either for the specific performance of any covenant or agreement contained herein or in .aid of the execution of any power herein granted or for the enforce- ment of any other proper legal or equitable remedy as the Trustee shall deem most eflfectual in support of any of its rights or duties hereunder. Sec. 2. In case default shall be made by the Company in causing its Board of Directors to ascertain and declare, or by said Board of Directors in ascertaining and declaring, the amount of net iufome in any year applicable to the payment of interest on the bonds issued hereunder, or in the payment of any interest so ascertained and declared ]iayable on any bond hereby secured, or in case default shall be made in the payment of the principal cf any such bond when the same shall become payable, whether at the maturity of .=aid bonds, or by declaration as authorized oy this agreement, tlv^n, upon denumd of the Trustee, the Company agrees 1310 CORPORATION FORMS AND PRECEDENTS. and covenants that it will pay to the Trustee for the benefit of the holders of the bonds and coupons hereby secured then outstanding, the whole amount Avhich shall then be due and payable on all such bouds, as the case may be, with interest upon the overdue principal and installments of interest; and in case the Company shall fail to pay the same forthmth upon such demand, the Trustee in its own name as Trustee of an express trust shall be entitled to recover judgment for the whole amount so due and unpaid upon any and all of the bonds issued hereunder and then outstanding, for the benefit of the holders thereof. No recovery of any judgment by the Trustee and no levy of any execution under any such judgment upon any property of the Company, shall in any manner, or to any extent affect or impair any rights, powers, or remedies of the Trustee hereunder, or any rights, powers, or remedies of the holders of the bonds hereby secured, but such rights, powers, and remedies shall continue unaffected and unimpaired as before. Any moneys thus recovered or collected by the Trustee under this article, less the cost and expenses of collection and the reasonable compensation of the Trustee, shall be applied by the Trustee towards payment to the holders of such bonds and coupons of the amounts due and unpaid upon such bonds and coupons respectively, such pajTnent in every instance to be made ratably and without any preference or priority upon presentation of the respective bouds and coupons and endorsement of such payment thereon, if partly paid, or upon cancellation thereof, if paid in full. Article V. If, when the bonds hereby secured shall have become due and payable, the Company shall well and truly pay or cause to be paid the whole amount of the principal moneys and interest due upon all the bonds hereby secured and outstanding, or shall provide for such payment by depositing with the Trustee hereunder, for the payment of such bonds, the entire amount due and to become due thereon for principal and interest, or shall, at any time, deliver or cause to be delivered to the Trustee for cancellation and destruction all of the bonds then outstanding hereunder, together with all unmatured coupons thereunto belonging; and shall also pay or cause to be paid all other sums payable hereunder, and shall well and truly keep, perform and observe all the things herein required to be kept, performed and observed by it according to the true intent and meaning of this agree- ment, then and in that case the Trustee shall, on demand of the Company, deliver up this agreement for cancellation. In the event that the Company shall, in order to make provision for the payment of any bonds, deposit with the Trustee the entire amount due and to become due thereon as aforesaid, notice of such deposit with the Trustee, containing the time and place of payment of the outstanding bonds shall be given by the Company by publication once a week for four weeks in one daily newspaper published in each of the cities of and If any of said bonds are not p>resented for payment at such time, the Trustee shall continue to hold the amount represented by each bond so outstanding as a special trust fund and shall pay over the same to the lawful holder thereof upon pre- sentation and surrender of the bond thereafter. BOND ISSUES. 1311 Article VI. Any request or other instrument required by this agreement to be signed or executed by bondholders may be in any number of documents of similar ti'uor, and may bo signed or executed by such bondholders in person, or liy agent or attorney a[)|)ointe^o RAIIAVAY COMPANY. $ $ INCOME MORTGAGE FIFTY YEAR COLD BOND DUE 1960. Railway Company hereinafter called the "Railway Company" for value received, hereby promises to pay to bearer, or, if registered, to the registered holder of this bond, dollars ($ ) in gold coin of the United States of America, of or equal to the present standard of weight and fineness, on the first day of December, 1960, at its office or agency in the city of New York, and to pay such interest thereon for the two years from December 1st, 1910, not exceeding four per cent, per annum, and such interest thereon from December 1, 1912, not exceeding five per cent, per annum, as the Board of Directors of the Railway Company shall ascertain, determine and declare, as pro- vided in the mortgage and deed of trust herein mentioned, to be payable pro rata on the bonds of the issue of which this bond is one, out of the surplus net earnings and income of the railways and other property covered by said mortgage and deed of trust and of the Railway Company from all sources, such interest when declared being payable at said office or agency in like gold coin semi-annually on the first day of September and the first day of March in each year, except the last installment of interest which shall be payable December 1, 1960, but only upon presentation and surrender of the respective coupons therefor, hereto attached, as they severally become payable. At the option of the holder, the i)rincipal and interest of this bond will also be payable at the office or agency of the Railway Comjiany in Chicago. Interest on this bond from December 1, 1912, at the rate of five per cent, per annum, shall be cumulative as pro- pided in said mortgage and deed of trust, and the Railway Company agrees, whenever the principal of this bond shall liecome due, to pay all arrears of interest to such due date, whether theretofore declared payable or not. No installment of interest shall be declared jjayable of less than one per cent, on account of the interest for the first two years from the date hereof nor of less than one and one-fourth per cent, thereafter, hnd the rate of interest declared to be payable shall in every instance be such mininmm amounts or multiples thereof. Installments of interest becoming 1316 , CORPORATION FORMS AND PRECEDENTS. payable on account of interest for the first two years from the date hereof shall be payable only upon presentation and surrender of the coupons representing said installments in the order of their number. The first installment of interest from December 1, lill2, shall be payable only upon surrender of the coupon or coupons representing the same, bearing the date September 1, 1913, and all coui^ons of prior number not theretofore sur- rendered ; and all subsequent coupons shall be payable in the order in which they are numbered, but only upon presentation and surrender thereof; and if any such coupons bearing date September 1, 1913, or a subsequent date, is not paid on the day. of the date thereof, it shall become payable before or at the same time as the coupon next in order. Both the principal and interest of this bond are payable without deduction for any tax or taxes, assessment or assessments, or other governmental charges, which the Eailway Company may be required to pay thereon, or to retain therefrom, under any present or future law of the United States or of any state, county, municipality, or other lawful taxing authority therein. This bond is one of an issue of bonds of the Railway Company, known as its Income Mort- gage Fifty- Year Gold Bonds, limited to the principal amount of $G,.500,000 at any one time outstanding, and all issued and to be issued under, and equally secured by a mortgage and deed of trust, dated December 1, 1910, executed by the Railway Company to Trust and Savings Bank and as Trustees. For a description of the properties and franchises mortgaged and pledged, the nature and extent of the security, the rights of the holders of bonds, and the terms and conditions upon which the bonds are and are to be issued and secured, reference is made to said mortgage and deed of trust, to all the provisions of which the holder hereof by accepting this bond assents. All of said bonds may at the option of the Railway Company, be called for redemption on any interest payment day at their face amount and if such day be March 1, 1913, interest for the three months immediately preceding such day, and if such day be after March 1, 1913, all interest in arrears as well as interest for the three months immedi- ately preceding such day, after notice the first publication whereof shall be at last sixty days before such day, all as provided in said mortgage and deed of trust. The principal of this bond may be declared due in the manner and with the effect provided in said mortgage and deed of trust, in case default shall be made and shall continue as therein provided. This bonexed. Both the interest and principal on this bond are payable without deduction for any tax or taxes which the Company may be required to pay or retain therefrom under any present or future law of the United States of America, or of any State or County or Municipality therein. This bond is one of a series of bonds of the Company, known as First Mortgage, Six Per Cent. Sinking Fund Gold Bonds; due July first, 19..., issued and to be issued to an amount not exceeding in the aggregate the principal sum of $ , all of which bonds are issued or to be issued under and equally secured by, a certain mortgage or deed of trust, dated the first day of July, 19...., executed and delivered by the said Company to the Trust Com- pany, a corporation of the State of , as Trustee, to which mortgage or deed of trust reference is made for a description of the properties and franchises mortgaged, the nature and extent of the secur- ity, the rights of the holders of the bonds under said mortgage, and the terms and conditions upon which the bonds are issued and secured. BOND ISSUES. 1333 This bond sliall not Ijciomo effective or ol>iigatory for any purpose unless and until it shall have hcen authenticated by the certificate hereon en- dorsed by the said Trust Company as Trustee, and no present or future shareholder, officer, manager or Trustee of the Company shall be personally liable in respect to this bond, or any coupons annexed thereto. This l)()nd is subject to redeinjjlion before maturity on the first day of July in any year after the thirtieth day of January, 19..., at par, \vith the premium of ten (10%) per cent, apd the interest then accrued, by the use of any moneys in a sinking fund in which shall be dejfosited $ , on each and every ton of , manufactured by the Company, on and after the first day of , 19....; pro- vided, nevertheless, that the Company shall not be obliged to accumulate in said sinking fund in any year more than the sum of thousand dollars, and that said sinking fund shall not be used for the redemption in any year of more bonds than equal a face value of thousand dollars; the obligation of the Company being to redeem as many bonds not in excess of the face value of thousand dollars, as there shall be funds sufficient in the sinking fund to redeem. The bonds to be redeemed before maturity may be determined by lot or by public puri-hase, at a redemption price hereinbefore stated, or by private pur- chase at a price less than said redemption price; provided that the Com- pany shall also have the right to redeem all or any bonds of this issue on the first day of January, 19...., or on the same day of any year there- after, until their maturity, at par, with the premium of ten (10%) per cent, and accrued interest to the date of such redemption. In Witness Whereof, the Company has caused these pres- ents to be signed on its behalf by its President, and its seal to be hereunto affixed, attested by its Secretary, and coupons for said interest with the en- graved signature of its Treasurer, to be hereunto attached this day of , 19 Company, By President. Attest: Secretary. TEUSTEE'S CEKTIFICATE. This bond is one of a series of bonds, described in the within mentioned mortgage or deed of trust, executed and delivered by the Company, to the undersigned as Trustee. The Trust Company, By "... Treasurer. FOEM OF COUPON. The Company $ Will pay to bearer at The Trust Company, , on the first day of July, 19 $ in United States gold coin 1334 CORPORATION FORMS AND PRECEDENTS. or its equivalent, being six months' interest on its first mortgage, six (6%) per cent, sinking fund gold bond for One Thousand ($1,000) Dollars, No Treasurer. ee generally in reference to provision for sinking funds in, corporate tgages. Cook on Corporations, § §705-807. See mor See two forms next following Form 1680. FIRST MORTGAGE SINKING FUND BOND (COAL COMPANY). UNITED STATES OF AMEEICA. State of Pennsylvania. THE '. COAL & COKE COMPAN'^. First Mortgage Six Per Cent. Sinking Fund Gold Bond, ^o $1,000. The Coal & Coke Company, a corporation created and ex- isting under the laws of the State of Pennsylvania, and hereinafter termed the "Coal Company," for value received, promises to pay on the first day of July, 19 , at the office of The Trust Company of , in the City of , Pennsylvania, to bearer, or if registered, to the registered holder of this bond, one thousand ($1,000) dollars, in gold coin of the United States of or equal to the present stand- ard of weight and fineness, and to pay interest thereon from the first day of July, 19..., at the rate of six per centum per annum, at the office of The Trust Company of , in the city of ^ Pennsylvania, in like gold coin, semi-annually, on the first day of January and the first day of July, in each year upon presentation and surrender of the respective coupons for such interest hereto attached as they severally mature. All payments upon this bond, both of principal and interest, shall be made without deduction for any tax or taxes which the Coal Company, its successors or assigns, may be required to pay, deduct or retain there- from under any present or future law of the United States, or of any State, County or ^Municipality therein. This bond is one of a duly authorized issue of bonds of the Coal Com- pany, the aggregate amount vihereof is limited so that there shall never at any one time be outstanding bonds of said issue for an aggregate prin- cipal sum exceeding five hundred thousand ($500,000) dollars, said bonds being numbered consecutively from one (1) to five hundred (500), in- clusive, each for one thousand ($1,000) dollars, whereof three hundred thousand ($300,000) dollars, being bonds numbers 1 to 300, inclusive, become due and payable July 1st, 1918, and the remaining two hundred thousand ($200,000) dollars, being bonds numbered 301 to 500 inclusive, are divided into ten (10) equal series, maturing annually on the first day of July in each year, beginning on .Tuly 1st, 1908, all of which bonds have been issued, or are to be issued, under and in pursuance of, and are to be secured equally and ratably by, and are subject to, an Indenture of Mort- gage dated July 1st, 1905, duly executed by the Coal Company to the BOND ISSUES. 1335 Trust Company of , as Triiatop, whicli Inden- ture is duly recorded in the office of the Recorder of Deeds in and for the County of , Penns3'lvania, and covers the property and fran- chises of the Coal Company now owned or hereafter acquired, and hereby reference is made to said Indenture with the same effect as if herein fully set forth. This bond is subject to redemption :is provideny thi; obligations secnretl, Cook on Corpora- tions, § 797. 6 — See as to covenant not to place other incumbrances on mortgaged property, Cook on Corporations, § 799. BOND ISSUES. 1347 thousand dollars or more shall be collected or received under any policy or policies of insurance tlicrcon, all such insurance moneys shall be applied by the Company in or toward the restoration and replacement of the prop- erty so lost or damaged; or in or toward the acquisition of any other prop- erty for the use of the Company's business, the title to which shall be vested in the Company; or in or toward the construction of new buildings of the Company for the use of its business; or in or toward the purchase of new machinery or equipment, which will be in addition to the Company's present jilant, and not in substitution for old or worn-out machinery and c(iuipmcnt, and if not so applied, or if contracts for such application be not entered into within a period of sixty days from and after the time of the collection or receipt by the Company of such insurance moneys, then all such insurance moneys shall be ])aid in by the Company to the Trus- tee, and shall be applied by the Trustee, towards the retirement of the debentures secured hereunder. (5) Tn case the Company shair fail to pay all such taxes, rates, levies and assessments, or to keep its property insured as herein provided, the Trustee may (and shall at the request of any debenture holder and upon being provided with funds for that purpose by such holder) pay such taxes, rates, levies or assessments, and provide such insurance, and all sums of money so supplied to or by the Trustee, and so applied by it, with interest thereon at six (6) per cent, per annum, shall be payable by the Company to the Trustee, on demand, and may be forthwith recovered of the Company by the Trustee, in its capacity of Trustee as aforesaid, for its self or the person or persons so advancing the same, in an action for that purpose.^ Sec. V. Any holder of any of the debentures secured hereunder may at any time on or before December 15, 19.... (except when the books of the Company are closed for any annual or special meeting of the stock- holders, and the Company agrees that its books shall tiot be continuously closed for longer than ten days at any one time), convert the same at par into the fully paid capital stock (as the same exists at the time of said conversion) of the Company at par by surrendering said debenture or debentures, together with all unmatured coupons thereon thereunto attached at the office of the transfer agents of the Company in the City of , or at the office of the Company or its transfer agents in, the City of and shall thereupon receive from said transfer agents in exchange therefor shares of the value of the fully paid, non-assessable capital stock of The Company at par equal to the principal amount of said debenture or debentures. Upon any such conversion the Company forthwith will deliver all such surrendered debentures to the Trustee for cancellation, and, there- upon, the Trustee shall cancel the same, and the same shall be deemed to be and shall be satisfied and discharged, and no debenture in place thereof shall be issued by the Comi>any or be certified or delivered by the Trustee.s Sec. VI. On or before the Inth day of December, 19...., the Company agrees it will deposit with the Trustee for cancellation and not for con- version one-sixth of all the debentures secured hereunder then unpaid and outstanding, and that on the 15th day of each and every December 7 — See as to payment of taxes, etc.. Cook on Corporations, §§ 799, 816. 8 — See as to the conversion of bonds into stock. Cook on Corporations. §§17, 28.3, 769; Clark & M., Corp., §422. 1348 CORPORATION FORMS AND PRECEDENTS. thereafter until the maturity of all the debentures, it will deposit with the Trustee for cancellation a like amount of such debentures, but the Company may in lieu thereof in each year deposit a portion of said debentures and a sufficient amount of cash which, .together with the funds of the Company (if any) in the possession of the Trustee under the provisions of subdivision (4) of Sec. IV of this indenture, will enable the Trustee to acquire upon the terms and conditions hereinafter set forth such an amount of the debentures as together witli tlio amount so deposited by the Company shall equal the amount of the debentures to be retired in each year as hereinabove provided; or the Company may if it elects so to do, deposit a sufficient amount of cash which, together with the funds of the Company (if any) in the possession of the Trustee under tlie provisions of subdivision (4) of Section IV of this indenture, will enable the Trustee upon the terms and conditions hereinafter contained to acquire for can- cellation the amount of the debentures to be retired in each year as here- inabove provided. The Trustee shall forthwith cancel all debentures deposited with it by the Company or acquired by it with funds deposited with it by the Company. Sec. VII. All or any part of the debentures secured hereunder may be retired at the option of the Company, on the fifteenth day of Decernber, 1915, and on any interest date thereafter prior to nmturity, at par and accrued interest, plus a premium of two and one-half per cent, upon the principal thereof. If the Company, on or before the fifteenth day of October, 19...., and each and every year thereafter until the maturity or retirement of all the debentures secured hereunder shall not have acquired a sufficient amount of. debentures to enable it to deposit for cancellation by the Trustee as herein- above set forth the amount of the then outstanding and unpaid debentures required to be deposited by it hereunder on the fifteenth day of the following December, it shall notify the Trustee as to the number, if any, of said debentures it has acquired; whereupon the Trustee shall, by lot, select from the outstanding unpaid debentures, a sufficient amount of such debentures which, together with those in the possession of the Company, shall be equal to the amount of the outstanding debentures to be retired hereunder as hereinabove provided for. Notice that said debentures have been so drawn and will be retired upon the following fifteenth day of December shall thereupon be given by the Trustee, by publishing such facts for ten successive days in a newspaper of general circulation in , and also in a newsjjaper of general cir- culation in , , which said notice shall contain the number of the debentures so drawn. Upon the fifteenth day of the following December the debentures so drawn shall be due and payable at the office of the Trustee or at the office of the Bank in the City of ; at their face value, together with accrued interest due on said debentures, plus a premium of two and one-half per cent, upon the principal thereof, and shall, upon their presentation and surrender to the Trustee, together with all unmatured coupons thereon thereunto attached, be paid by the Trus- tee out of the funds to be deposited with the Trustee by the Company in accordance with the provisions of Sec. VI of this indenture. From and after said December 1.5, fixed in the notice, all interest on debentures BOND ISSUES. 1349 so ilrawn pliall cease, and all eoii[ioiis for any interest after such date shall be void, and if any debenture shall not be presented for payment pursuant to said (irawinj; and said notice, the deposit of its face value with the inter- est due and payable thereon plus the preniiuin of two and one-half per cent, of the principal thereo'f with the Trustee by the Company at or before the date fixed for such retirement, shall be deemed a sufficient payment of such (lol)ciifuie ]iy the Conijiany to dischar^^e it, the Company, from any further liability thereon, and tliereaftcr such debenture shall cease to be entitled to the security of this indenture and the holder or owner thereof shall be entitled only to the cash deposited with the Trustee for the payment and redemption of such debenture, which sum shall not bear interest in the hands of the said Trustee, and the said owner or holder of such debenture shall thereafter have no right of action of any kind, character or description whatever against the Company. Sec. VIII. The Company may (in addition to the amount of the out- standing unpaid debentures to be retired by it on December 15, 19...., and each December thereafter), if it elects so to do on any interest date beginning with December 15, 19...., pay all or any part of the uni)aid outstanding debentures by notifying the Trustee of its intention so to do at least si.xty (GO) days prior to said interest date. In the event the Company shall elect at such time or times to retire less than all of the de- bentures then outstanding, the Trustee shall forthwith determine by lot the numbers of the debentures which shall be retired on said interest date. The Trustee, having been so notified by the Com.pany (and having made the req- uisite drawings by lot in the event the Company elects to pay less than all of the debentures then unpaid and outstanding) shall thereujion publish a notice for ten (10) successive days prior to said interest date, in a news- paper of general circulation in , , and also in a newspaper of general circulation in , , giving notice of the retirement of said debentures, or if less than all are to be paid or retired, of the numbers of the outstanding debentures drawn for payment and retirement, and of the fact that the principal thereof, together with all accrued interest thereon plus a premium of per cent, on the principal thereof will be paid by the Company at the office of the Trustee or at the office of the Bank in the City of , on said interest date fixed by the Company. The Company shall, on or before said interest date, deposit with the Trustee a sufficient sum to retire all of the princii)al of said debentures to be retired on that date, together with all accrued interest due thereon on said interest day, plus a premium of per cent, of the principal thereof, together with all other reasonable charges and expenses of the Trustee and a reasonable sum for the compensation of the Trustee in the distribution of the funds so deposited and in the execution of these trusts; and upon presentation of said debentures so due on said interest date, together with all unmatured interest coupons thereunto at- tached, the Trustee shall pay out of the funds so deposited with it by the Company the principal of said debentures together with the accrued interest thereon and the premiums aforesaid and shall cancel the same. On and alter said interest date, said debentures shall not bear interest, and the holder or holders thereof shall not be entitled to collect, under any circumstances whatsoever, from either the Trustee or the Company, 1350 CORPORATION FORMS AND PRECEDENTS. any interest upon the same, and the said debentures shall thereupon cease to be entitled to the security of this indenture, and the holders or owners thereof shall be entitled only to the cash deposited with the Trustee for the payment and retirement of such debentures, which sum shall not bear interest in the hands of the Trustee, and the owners or holders thereof shall not, then or at any time thereafter, have any right of action of any kind, character or description thereon against the Company. Sec. IX. (1) In case the Company makes default in the payment of the principal of any one or more of its said debentures, or in the payment of any installment of interest maturing upon any one or more of its said debentures as and when the same shall become due and payable, and such default in the payment of interest shall continue for sixty (60) days; or in case of a default or breach of agreement by the Company as to any of the conditions, covenants and agreements in this indenture contained by it to be kept and performed, other than the payment of the principal and interest aforesaid, and such last mentioned default or breach of agree- ment shall continue for sixty (60) days after written notice of such default or breach given by the Trustee to the Company (and the Trustee shall give written notice of such breach at the request of the holders of twenty- five per cent, in amount of said debentures), or if a receiver shall be appointed for the Company then or in either event the Trustee may, and at the request in writing of the holder or holders of at least twenty- five per cent, in amount of principal of said debentures then outstanding and unpaid, shall declare the principal of all of said debentures then out- standing and unpaid to be immediately due and payable, together with the accrued and unpaid interest thereon. But the Trustee shall first send by registered mail to the address of the Company at , , or at such other address as may be furnished by the Company to the Trustee, written notice of its election or of the fact that such request as aforesaid has been received by the Trustee, and if such default shall continue for ten (10) days after such written notice has been so sent by the Trustee to the Company then the Trustee, acting as the Trustee of the holders of said debentures then outstanding and unpaid, shall declare the principal of all of said debentures then outstanding and unpaid to be immediately due and payable, and the Company hereby agrees with the Trustee for the benefit of the holder or holders of all of said debentures outstanding and unpaid, that all of said debentures outstand- ing and unpaid together with the accrued and unpaid interest thereon, shall thereupon forthwith become and be immediately due and payable with- out further notice to or demand upon the Company, anything in this indenture or in said debentures contained to the contrary not witlistanding.o (2) In case of any such default as aforesaid, the Trustee shall pro- ceed when and in such manner as requested in writing ])y the holder or holders of at least twenty-five per cent, in amount of principal of said debentures outstanding and unpaid, so requesting as aforsaid, to enforce the rights and claims hereunder of itself and of the holders of all said debentures outstanding and unpaid. The Trustee may proceed at law or in equity, as it may elect or as it may be requested so to do by the debenture holders, as aforesaid, to enforce each, every and all of the rights which the debenture holders -would or might have were it not for the provisions of 9 — See Cook on Corporations, § 800. BOXD ISSUES. 1351 this indenture. The holder or holders of seventy-five per cent, in amount of the principal of said debentures then outstanding ami unpaid may, by written notice to the Trustee and the Couipaiiy, waise any default and its conse(piences, and the Trustee shall thereupon annul and revoke any such declaration of maturity of principal, but no such waiver and revocation by said holder or holders and by the Trustee shall extend to or affect any suliscquoiit default of the Company or affect or impair any r!t,'hts of any holder or holders of said debentures hereunder or thereundi-r as to such subsequent default. lo (3) In case the Trustee shall receive two conflicting requests or directions from debenture holders, each signed by the holders of at least the requisite number in amount of debentures then outstanding, its action shall be gov- erned by the request which shall be signed by the holders of the greater amount, such request or requests, however, shall not in any way be con- strued to affect the discretionary power herein given to the Trustee with reference to taking any action hereunder. Sec. X. At any sale or sales of the property of the Company or any part thereof made by judicial authority for the enforcement of this Indenture, the Trustee may, and upon written request of holders of a majority of the debentures hereby secured and outstanding (the debentures of such requesting holders having been deposited with the Trustee), shall bid for and purchase or cause to be bid for or so purchased the said prop- erty so sold, for and on behalf of the holders of the debentures hereby secured and then outstanding, in the proportion of the respective interests of such debenture holders, at a price not exceeding the whole amount then secured by this indenture and the expense of such sale or sales, which expenses shall be paid in cash to th© Trustee before it shall be required to so purchase; and all debenture holders hereunder shall be bound by and subject to the result of such sale and purchase.^i Sec. XI. Prior to December 15, 19...., no owner or owners or holder or holders of any of said debentures herein provided for shall have the right to institute any suit, action, or proceeding at law or in equity, upon said debentures, or for the enforcement of any of the provisions of this indenture, or for the appointment of a receiver, or for any other remedy under or upon this instrument or the debentures and coupons jeferred to herein and secured hereby, unless such owTier or owners or holder or holders shall previously have given to the Trustee written notice of any existing default or breach of agreement, and unless, also, the holders of twenty-five per cent, in amount of the debentures hereby secured shall have made written request upon the Trustee to declare the principal of said debentures due and to take the action hereinabove provided for to be taken by the Trustee in the case of default or breach of an agreement ; nor unless also, such owner or owners or holder or holders shall have offered to the Trustee adequate security and indemnity against costs, expenses and liabilities to be incurred by reason of such action, suit or proceeding; nor unless also, such Trustee shall thereupon refuse to act and fail so to do for a period of thirty (30) days thereafter, it being understood and intended that no one or more of the holders of the debentures shall have any right hereunder in any manner whatsoever to enforce any obligation thereof except upon 10 — See as to waiver of default, Cook on Corporations, § 801. 11— See Cook on Corporations, §816. 1352 CORPORATION FORMS AND PRECEDENTS. the conditions herein provitled for. All proceedings hereunder shall be instituted, had and maintained by the Trustee for the ei'jual benefit of all of the holders of such debentures. And the owners of all the debentures provided for herein shall participate without preference, priority or distinction, except as herein provided, in all payments made by the Com- pany to the Trustee hereunder, and in all collections made by the Trustee from the Company, whether such payments or collections are voluntarily made or are made through the enforcement of the covenants of this inden- ture or in any judicial proceeding.TS The Trustee shall be entiOed to receive, and the Company agrees to pay to it, reasonable compensatioo for any and all services by it performed hereunder, which said compensation shall be an indebtedness of the Company, payable upon demand. i3 Sec. XII. No delay or omission on the part of the holder or holders of one or more of said debentures or on the part of the Trustee, to exercise any right or power arising from any default or breach of agreement of the Company, shall impair any such right or power or shall be construed to 'be a waiver of any such default or breach or of any right or power herein given. Sec. XIII. There shall be no recourse whatsoever, now or at any time hereafter, to, upon or against the stockholders, officers or directors, of the Company individually or as such stockholders, officers or directors, for the payment of the principal or of the interest of said debentures or any of them, or any part thereof.^* See. XIV. Upon the payment by the Company of all the various sums required by this indenture to be paid by it to the Trustee, the Company shall be released of any liability or responsibility for the application or non-application by the Trustee of said payments and the payment by the Company to the Trustee as between the Company and the owner or owners, holder or holders of the debentures, shall be a sufficient payment by the Company to discharge it from any further liability thereon. Sec. XV. The recitals of fact contained herein and contained in said debentures, shall be taken as statements made solely by the Company afld the Trustee shall in no case be held responsible therefor, nor shall the Trustee have any responsibility as to the authority for or validity of said debentures and the execution thereof, or a$ to the sufficiency of the security therefor, or as to the application of the proceeds derived from the sale thereof, nor as to the authority for or validity of any shares of stock of the Company delivered in exchange for said debentures under the provisions of Sec. V hereof and the Trustee shall be fully protected in delivering such stock to any person or persons presenting debentures for conversion and claiming to be the owner or owners thereof. Sec. XVI. The Trustee shall be under no duty to approve the insurance against fire or other damage placed by the Company, bnt such insurance shall be sub.iect to the approval of the Trustee as hereinbefore provided; nor shall the Trustee be required to keep itself informed as to the sufficiency of such insurance; and any action by the Trustee as to the 12 — See as to right to su6 for foreclosure, Cook on Corporations, §§ 820, 821, 82.''., 820-827, 843. i;j — Hee as to trustees' compensation. Cook on Corporations, §818. 14 — See Cook on Corporations, § 807. BOND ISSUES. 1353 matters or things in this paragraph mentioned or referred to shall not be construed as a waiver of its exemption from responsibility therefor. Sec. XVJI. The Trustee may select and employ in and about the execution of the trusts and in enforcing the covenants, agreements and duties in and by this indenture expressed and imposed, and in and about any suit or procce.ling whether of prosecution or defense or other matter to which it may be a party voluntarily or involujitarily, by reason of its being a party to this indenture, necessary agents and attorneys, whose reasonable compensation shall be included in the compensation hereinbefore provided to be received by the Trustee for its services hereunder; and in the event of default or breach by the Company whereby any action or actions, proceeding or proceedings, may rightfully be instituted by the Trustee or the holder of any of said debentures, all fees, costs and charges incurred or paid in and about such action or actions, proceeding or proceed- ings, shall be an indebtedness of the Company, payable* on demand to the person or persons incurring, paying or advancing the same. Sec. XVIII. (1) Any request or other instrument required by this Indenture to be signed and executed by the debenture holders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such debenture holders in person or liy agent appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any agent, and of the holding by any person of any of the debentures, shall be sufficient for any purpose of this Indenture, and may be received by the Trustee as conclusive if made in the following manner: The fact and date of the execution by any person of any such request or other instrument or writing may be approved by the certificate of any notary puldic, or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument, acknowl- edged to him the execution thereof, or by affidavit of a witness to such an execution. (2) The aggregate amount of debentures held by any person executing any such request or other instrument as a debenture owner or holder and the number of debentures, and the date of his holding the same, may be proved by a certificate, executed by any trust company, bank, bankers, or other depository (wherever situated) if such certificate shall be deemed by the Trustee to be satisfactory, showing therein that at the date therein mentioned such person had on deposit with such depositary the debentures described in such certificate. (3) The Company and the Trustee may deem and treat the bearer of any debenture hereby secured and of any coupon for interest on any such debenture as the absolute owner of such debenture, or coupon, as the case may be, for the purpose of receiving payment thereof and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. (4) All rights of action under this Indenture or under said debentures or coupons may be enforced by the Trustee without the possession of any of the debentures or coupons, and any collection made, or any judgment obtained shall be for the ratable benefit of the holders of said debentures or coupons. Any moneys collected by the Trustee or property purchased by 1354 CORPORATION FORMS AND PRECEDENTS. the Trustee under tbe provisions of this section or under Section X of this Indenture shall be applied by the Trustee, as follo\YS: (a) To the payment of all costs and expenses, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and all expenses, liabilities and advances, if any, made or incurred by the Trustee.is (b) To the payment of the amounts then due and unpaid upon such debentures and coupons in respect of which said money shall have been collected, ratably and ■without any preference or priority of any kind according to the amounts due and payable upon such debentures and cou- pons respectively at the date fixed by the Trustee for the distribution of such moneys, upon the presentation of the several debentures and coupons and stamping the payment thereon if only partly paid, and upon the surrender and cancellation thereof if paid in full. Sec. XIX. The Trustee shall be entitled to receive and to rely upon as conclusive proof of any fact or matter which may be ascertained by it from the Company hereunder, any statement made in writing by the Company', when sworn to by the President, Vice-President, Secretary or Treasurer of the Company, and shall be fully protected in so doing. The Trustee shall be fully protected in acting upon any affidavit, certifi- cate, statement, report, order, notice, request or consent, or upon any copy of any resolution of the Board of Directors, of the Company, or upon any other paper or document believed by it to be genuine and to be signed by the proper person or persons, either individually or in a representative or official capacity. Sec. XX. The Trustee may resign and discharge itself of the trust hereby created, upon written notice to the Company, its successors or assigns, sent by registered mail to the Company at , , or at such other address as may be furnished by the Company to the Trustee, and given three (3) months before such resignation is to take effect, or such shorter time, as the Company may accept as sufficient notice; and upon the resignation of the Trustee, as before provided, or in the event of the inability or incapability of the Trustee to act, the Company shall immediately by resolution of its Board of Directors at a meeting thereof duly called and held in accordance with the provisions of its by-laws, designate and appoint a successor in the trust by this agreement created and contemplated. Said successor so designated and appointed, shall thereupon succeed to and be vested with all the rights, powers, duties and trusts vested in the Trustee as original Trustee hereunder, and shall continue to act as and in the stead of said predecessor Trustee, unless and until the holders of a majority in amount of principal of said debentures then outstanding and unpaid shall by an instrument or concurrent instruments in writing, under their hands and seals annul and revoke the appointment of such successor so designated and appointed by the Company, and shall designate and appoint other suc- cessors to the Trustee, the original Trustee herounder.K' In such case such other successor or successors so designated and appointed by said holders of a majority in amount of principal of said debentures outstanding and unpaid shall thereupon succeed to said trust in the place and stead of the successor so designated and appointed by the Company; provided, however, that any successor so designated and appointed by the Company as afore- 1.5— See Cook on Corporations, §§ 818, 879. 16 — See for appoint of successor trustee. Cook on Corporations, § 819. BOND ISSUES. 1355 said shall, until such designation and appointniont are revoked by said debenture-holders holding such majority in amount, be vested with and entitled to exercise all of the powers, and shall be under all of the duties of the original Trustee hereunder; and provided further, that in the. event that the Company shall fail so to designate and appoint such successor as aforesaid by the time the resignation of the Trustee shall take etTect, then the holders of a majority in amount of said debentures outstanding and unpaid shall have the right immediately to designate and appoint, by an instrument or concurrent instruments in writing, umler their hands and seals, sucli successor. Such successor so designated ami appointed by said holders of a majority in amount of principal of said debentures outstanding and unpaid shall thereupon succeed to and be vested with all the rights, powers, duties and trusts vested in the Trustee as original Trustee here- under. The provisions of this paragraph as to the resignation of the Trustee shall also apply as to the resignation of any successor or successors in office of the Trustee, and all the rights, titles, powers, and duties of the original Trustee hereunder shall pass to and be invested in any successor of said Trustee. IT Sec. XXI. This indenture, as to any and all of its provisions, covenants, agreements and representations herein contained by or on behalf of the Company, shall bind the successors and assigns of the Company, as well as the Company itself, whether so expressed or not. See. XXII. Upon full payment and satisfaction by the Company of each, every and all of the debentures aforesaid, together with the interest thereon, and of any and all charges and expenses made and incurred under this instrument for the payment whereof it has bound itself as aforesaid, then this indenture shall be cancelled and surrendered by the Trustee to the Company, upon request therefor, and the Company shall be entitled to receive from the Trustee its certificate as to such payment and satisfaction, but it is expressly understood that in the making of such certificate, the Trustee shall be entitled to rely upon and to accept any debenture or debentures of the series aforesaid, and any interest coupon or coupons thereon, which shall have been duly cancelled, as conclusive evidence of the full payment thereof, and upon such evidence shall be fully protected in making its such certificate. Sec. XX III. The word "Trustee," as used in this indenture, shall be construed to mean the person or corporation acting as Trustee hereunder whether original or successor, and the words, "person" and "owner" and "holder," as used in this instrument with reference to a holder of said debentures, shall include firms, associations, co-partnerships, and corpora- tions as well as individuals, holding any one or more of said debentures. In witness whereof, said The Company, the party of the first part hereto, has caused this instrument to be signed in its cor- porate name by its President, or one of its Vice-Presidents, its corporate seal to be hereto affixed and attested by its Secretary, or one of its Assistant Secretaries, and said Trust Company, the party of the second part hereto, has caused this instrument to be signed in its corporate name by its President, its corporate seal hereto 17 — See generally as to resignation, etc., of trustees, Cook on Corpora tions, § 819. 1356 CORPORATION FORMS AND PRECEDENTS. affixed ami attested by its Secretary the day and year first above written. The Company, By President. Attest : Secretary. Trust Company, By "... President. Attest : . Secretary. (Add acknowledgments.) See form next following. See for forms of subscription to above debentures, Form 1712-171.5, post. Form 1685. COUPON DEBENTURE NOTE. ;\To. ...■ $1,000.00. United States of America, State of Company. Six Per Cent. Gold Coupon Debenture Note. For value received, Company, a corporation of the State of , promises to pay to bearer One Thousand Dollars in gold coin of the United States of America of or equal to the present standard of weight and fineness, at the office of The Trust Company, in the City of , , on the first day of December, 19 , together with interest thereon at the rate of six per •'entum per annum, payable in like gold coin, at said office of said Trust ("ompany in said City, semi-annually, on the first day of June and the first day of December in each year from date hereof until the principal sum is paid, upon the presentation and surrender of the coupons therefor, hereto attached, as they severally become due. This debenture note is one of an authorized issue of seven hundred six jier cent, gold coupon debenture notes, aggregating the principal sum of Seven Hundred Thousand Dollars, all of said notes being of like tenor, amount, date and effect, except as to the times of maturity, which are as follows : Debenture Notes Nos. 1 to 100, both inclusive, Dec. 1, 1913. Debenture Notes Nos. 101 to 200, both inclusive, Dec. 1, 1914, Debenture Notes Nos. 201 to 300, both inclusive, Dee. 1. 1915. Debenture Notes Nos. 301 to 400, both inclusive, Dec. 1, 1916. Debenture Notes Nos. 401 to 500, both inclusive, Dec. 1, 1917. Debenture Notes Nos. 501 to 700, both inclusive, Dec. 1, 1918. All of said debenture notes are issued pursuant to and entitled to the benefits of a certain Indenture, dated Sept. 1, 1912, made by and between the Company, and The Trust Company, a corporation of the State of , having its ^principal office in BOND ISSUES. 1357 , , as Trustee, an original of which is ou file at said Trustee's Office in the City of , , to which reference is hereby had for a more particular description of the terms and conditions of said Indenture and the rights of said debenture noteholders. All said debenture notes are subject to redemption on any interest paying day prior to maturity upon payment of the principal sum thereof, plus two per cent, premium thereon, and accrued interest, at the election of tlie Company, its successors or assigns, and upon giving the notice of its or their election to redeem by publication at least once a week for six successive weeks preceding the redemption date in some newspaper published in the City of , , as provided in said Indenture and upon complying with the terras of said Indenture with respect to said redemption, and such notice having been given and terms complied with, if the holder hereof fails or neglects to present this note for payment at the time and place in said notice specified, this note shall cease to bear interest unless payment hereof shall be refused upon the presentation of the same at or after the time specified in said notice. If default be made in the payment of any interest on this note or any principal or interest upon any other of said notes or in the performance or observance of any covenant or condi- tion of said Indenture, the Trustee may thereupon declare the principal of all of saiers, documents and property of the Company and may make such statement as it may deem proper. Section 11. That it will not so long as any of the notes issued hereunder remain outstanding and unpaid, pay any dividend in any year in excess of 6 per cent, per annum upon an amount of its preferred stock equal to $3,000,000.00 par value and in excess of 6 per cent, per annum upon an 1360 CORPORATION FORMS AND PRECEDENTS. amouut of its eoniniun stock equal to $3,000,000.00 par value, unless it shall in such year set aside froqi its earnings and pay to the Trustee sufficient money to provide for the payment of the installment of notes falling due in the next succeeding year. Section 12. That so long as any of the notes issued hereunder remain outstanding and unpaid the Company's total floating and current indebted- ness shall not exceed twenty per cent, upon the Company's outstanding capital stock, and that it will not create or assume any floating, current or other indebtedness over and above said percentage of floating and current indebtedness, except as provided in Section 6 of this article. The indebted- ness hereby secured shall not be considered as floating or current indebted- ness. (See for another form relative to keeping on hand "quick assets," Form 1070", tay bearer, or if registered, to the registered holder hereof on the first day of December, 1911, at the office of The Trust Company of , in the city of , , One thousand dollars ($1,000) in gold coin of the United States of America of or equal to the present standard of weight and fineness and until pay- ment of this bond at maturity or its redemption or conversion as hereinafter provided to pay at said office interest on said principal sum in like gold coin at the rate of five (5%) per centum per annum on the first days of June and December in each year upon presentation and surrender of the interest coupons hereto attached as they shall respectively mature without deduction from either principal or interest for any tax or taxes which The Eailways Company may be required to pay or retain therefrom under any present or future laws of the United States of America or of any state, county or municipality therein. This bond shall pass by delivery unless registered upon the books of said The Eailways Company, but after registra- tion of ownership certified hereon by said Eailways Company no trans- fer except upon its books shall be valid unless the last preceding transfer shall have been to bearer whereupon it shall again be transferable by delivery and this bond shall continue susceptible of successive registra- tion and transfers to bearer at the option of the holder, but registration shall not affect the negotiability of the coupons attached hereto by delivery merely. This bond is one of a series of three thousand (."^,000) bonds of like tenor but differing in amount, One thousand (1,000) bonds whereof are for the sum of Five hundred dollars ($500) each and two thousand (2,000) bonds whereof are for the sum of One thousand dollars ($1,000) each, amount- ing in the aggregate to Two million five hundred thousand dollars ($2,500,000) and the owner or holder hereof is entitled to the security to be derived from a mortgage or deed of trust for a like amount, bearing even date herewith, duly authorized, executed, and delivered by the said The Eailways Company to the said The Trust Company of , Trustee, and duly recorded, to which reference is made for a particular description of the nature and extent of the security, the rights of the holders of bonds under the same and the terms and conditions ujion which said bonds are issued and secured. The holder of this bond and all other bonds issued thereunder is entitleil at any time i)rior to the first day of November, 190{, but not thereafter, upon surrender of the same to said The 1364 CORPORATION FORMS AND PRECEDENTS. Kaihvays Company for cancellation to receive for the principal hereof shares of the common capital stock of said Company at par to an amount equal hereto and to the payment in cash of the interest hereon to the date of said surrender. The Eailways Company reserves the right to redeem this bond at any interest period after said first day of November, 1904, upon the payment of the principal hereof together with the interest then due hereon and a sum equal to five (5) per centum upon the principal sum of the bond in addition thereto. This bond shall not become obligatory for any purpose until the certifi- cate endorsed hereon is signed by said Trustee. In witness whereof the said The Eailways Company has caused these presents to be signed by its president and sealed with its common or corporate seal duly attested the second day of December, A. D. 1901. The Railways Company, By Attest: President. Secretary. (Form of Coupon.) $25. ^0 The Eailways Company will pay the Bearer hereof on the first day of June, 1902, at the ofiice of The Trust Company in the City of , the sum of Twenty- five dollars ($25) in gold coin of the United States of America, being six (6) months' interest on its collateral trust convertible gold bond No Treasurer. (Form of Trustee's Certificate.) The Trust Company of - . ^ in the city of , in the state of y hereby certifies that this bond is one of a series of two thousand (2,000) like. bonds for One thousand dollars ($1,000) each and one thousand (1,000) like bonds for Five hundred dollars ($500) each, amounting in the aggre- gate to Two million five hundred thousand dollars ($2,500,000) entitled to the security of the mortgage therein mentioned' dated the second day of December, 1901. The Trust Co., of Trustee, By Vice-President. TIT. In ease any bonds issued hereunder with the coupons thereto pertaining shall become mutilated or be destroyed, the said Railways Com- pany in its discretion may issue and thereupon the said Trustee shall cer- tify and deliver a new bond of like tenor and date bearing the same distinguishing number in exchange and substitution for the bonds and its coupons so destroyed upon receipt by said Railways Company of proper and sufficient evidence of the destruction of said bond and its coupons and also of satisfactory indemnity against the same. IV. Said Eailways Company will upon the request of any holder of BOXD ISSUES. 1365 any of the bonds hereby secured register the same in a book to be by it kept for that purpose and note the regist-y thereof upon said bonds after whii li tile s;nd ijonds will bo transferable oul; hy asbi^^nment duly registered upon the books of said Kaihvays Cumiiany, but suen registration shall not affect the negotiability of the coupons to said registration bonds attached, which shall continue to be transferable by delivery only. Said bonds so registered as aforesaid may be made again transferable by delivery at the option of the registered owner by assigning the same to bearer and having such transfer duly noted on the books of said Railways Company and on saiil 1 ouds. The holder or registered owner as the case may be of any bond secured hereby may also at his option detach and surrender to said Kail ways Company for caiuellation all coupons attached to any of the bonds hereby secured and have said bonds registered in the name of the owner thereof and thcreu])on said Railways Company will duly cancel said cou- pons so surrendered and thereafter said bonds and the interest thereon shall be payable only to the registered owner of record on the books of said Railways Company. V. The owner or holder of any of said above mentioned bonds shall have the right at his, its or their option at any time prior to the first day of November, 1S)04, but not thereafter to surrender said bond with all matured coupons thereto attached to the Railways Company for cancellation and thereupon to receive from said Railways Company and said Railways Company agrees to issue to such owner or holder so surrendering his, its or their bonds as aforesaid, the shares of the common capital stock of the said Railways Company of a par. value equal to the amount of the jirin- 'cipal of said bond so surrendered for cancellation as aforesaid and to pay the interest thereon to the date of such surrender and said Railways Company hereby covenants and agrees to take from time to time all such corporate action, if any may be needed, as may be necessary to enable it to issue the number of shares of its common capital stock required to fully comply with this covenant. VI. Said Railways Company shall have the right at its option to re- deem the bonds issued hereunder or any thereof on the first day of December, 1904, or at any interest day thereafter upon giving pre- vious notice of its intention so to do by mail to the owners of registeied bonds and by publication at least twice a week for three (3) successive ■weeks in at least three (3) newspapers published jn the city of , such notice and the first of such publications to be at least three (3) weeks prior to the date at which said bonds are to be redeemed, and upon the payment to the owner or holder of such bonds of the principal thereof w\th the interest then due thereon and together also with a sum equal to three (3) per centum upon the principal of the bonds so redeemed. The interest upon the said bonds of the redemption of which notice shall have been given and published as aforesaid shall cease at the time for which the same shall have been so called for redemption unless the said Railways Company shall make default in the payment of said bonds at the rate above specified upon the presentation thereof for the purpose. If a por- tion only of the bonds issued hereunder is at any time to be so redeemed the distinguishing numbers of the bonds to be redeemed shall V>e deter- mined by lot in such manner as may be prescribed by the president of the Trustee. 1366 CORPORATION FORMS AND PRECEDENTS. VII. Said Eailways Company shall have the right at its option to re- deem all or any part of the securities hereby pledged and so to be redeemed on payment of the sum of One hundred and twenty dollars ($120) per share for each and every share of the capital stock of the Railway Company of , , pledged herewith pro- vided, however, that said Railways Company cannot redeem more than three thousand (3,000) shares thereof unless it shall redeem at the price above stated the whole thereof. Bonds certified and issued hereunder shall upon cancellation and delivery to said trustee be computed and counted as the payment in cash of the amount of the principal thereof and said Rail- ways Company shall be entitled to receive and said trustee will deliver to it such part of the bonds and shares deposited hereunder and hereby pledged as it would have been entitled had it paid in cash to the Trustee the amount of the principal of the said bonds so cancelled and delivered to said Trustee. All moneys received by the Trustee for redemption of securi- ties deposited hereunder- shall at the option of said Railways Company be applied by said Trustee to the redemption of the bonds issued hereunder at the rate of one hundred and five (105) per centum and interest as hereinbefore provided, if the same are by the terms hereof then redeem- able, or said sum at the option of said Railways Company shall be held and invested and kept invested by said Trustee in good securities for the use, benefit and behoof, of the holders of the bonds issued hereunder without distinction or priority between them. VIII. The shares of stock deposited hereunder shall be evidenced by certificates duly issued to and in the name of the Railways Company or its nominees and signed by it or them in blank with irrevocable power to , transfer the same and said certificates shall have written or stamped thereon, the following: "This certificate is deposited with and held by The Trust Company, Trustee, pursuant and subject to the terms of the collateral trust deed made to the said Trust Company by The Railways Company dated the second day of December, A. D. 1901." TX. The Railways Company covenants and agrees that it shall and will pay and discharge or cause to be paid and discharged the interest upon the mortgage for Five hundred thousand dollars ($500,000) now existing upon the property of the said The Railway Company Qf , and all taxes and governmental charges which may be or become -a lien upon the said property as and when the same shall accrue and become payable and also that it will not cause or permit said The Railway Company of , to create any debt other than that incurred in its ordinary operation which shall at no time be more than three (3) months in af- rears, or any mortgage or lien of any kind upon its property which shall in any wise invalidate or lessen the value of the shares of the stock hereby pledged and any breach of the covenants herein contained shall be cause for the foreclosure of these presents as hereinbefore specified. ■X. Until default shall be made in the payment of the principal or in- terest of the bonds secured hereby the Railways Company and its suc- cessors and assigns shall retain the right to vote on all shares of stock pledged hereunder and be entitled upon its written order or receipt there- for to receive from the Trustee the coupons, pertaining to all bonds de- BOND ISSUES. 1367 posited and pledged hereunder when and as siuh coupons sliall respectively mature and also to receive for its own use all diviilends which shall be paid upon the shares of stock pledged herewith, but all shares of stock received by it as dividends thereon shall be immediately assigned and transferred to the Trustee to bo held in trust hereunder. Said Kaihvays Company agrees to cancel or cause to be cancelled upon the payment thereof all coupons so received by it. XI. The Bail ways Company hereby covenants and agrees to punctually pay to the hohlers of the bonds hereinabove mentioned and intended to be hereby secured the interest thereon and the jirincipal thereof when and as the same shall become due and payable according to the terms and con- ditions in said bonds and coupons set forth and contained. XII. Said liailways Conij)any doth agree that if it shall at any time hereafter, after demand macle, make default or refuse, neglect or omit for any period exceeding sixty (60) days to pay the half yearly interest on the bonds to be hereby secured or shall after demand made, make default 07 refuse, neglect or omit to pay the principal sum of each and all of saiil bonds hereby secured when, where and as the same shall become due and payable or shall after demand made, refuse, neglect, or omit to pay in cash the interest on, and to issue its common capital stock in payment for the principal of any and all of said bonds which may be surrendered to it for oaneellation as hereinbefore provided or shall after demand made fail to fully keep and perform each and all of the covenants and agreements herein contained to be by it kept and performed then and in either of si;ch cases the said Trustee upon the written request of the holders of not less than twenty-five (25j per cent, of the bonds hereby secured and then out- standing, but not otherwise, shall immediately, any law or usage to the contrary notwithstanding, declare the whole of the principal of the bonds issued hereunder and then outstanding to be due and immediately payable, together with the interest which juay have accrued thereon and shall trans- fer into its own name any shares of stock held by it as security hereunder and shall after due advertisement in at least three (3) daily papers jmb- lished in the City of , for a period of two (2) weeks expose for sale at public auction the bonds and shares hereby pledged and after deducting therefrom the expenses of said sale and its reasonable costs and charges in this behalf the said Trustee shall apply the proceeds of said sale to the payment of the principal and interest of the bonds hereby se- cured in full or if not sufficient therefor then pro rata and. without dis- tinction or priority of interest over principal, or of principal over interest or of one bond over another. Said Trustee shall have power in its discre- tion to adjourn the sale of the securities hereby pledged or any part thereof, from time to time and with or without further advertisement pro- ceed with the sale of said securities or the remainder thereof at the time fixed by said adjournment. Said Trustee may sell said securities or any part thereof for cash or on credit as it may deem best and if on credit on such terms and security and rate of interest for the purchase money or part thereof as it may deem expedient. At any such sale such Trustee may, and at the written request of the holders of twenty-five (25) per cent, of the bonds hereby secured and then outstanding shall, receive said bonds and coupons in payment for any bid upon any part of the property sold at the rate of, and estimating the value of such bonds and coupons for that 1368 CORPORATION FORMS AND PRECEDP]NTS. purpose at the sum payable out of the net proceeds of such sale to the holder or holders of such bonds and coupons as, his or their ratable share of such net proceeds after allowing for the proportion of the total payment required to be made in cash for the costs and expenses of the sale or otherwise. If such share of the net proceeds shall be less than the amount then due upon sucli bonds and coupons such purchaser or purchasers may make settlement with said Trustee by receipting on the bonds and coupons for the amount to be credited thereupon. At any such sale said Trustee may require the pay- ment in cash of such sum as may be necessary to pay its charges in the premises together with the costs and expenses of the said sale. No pur- chaser of the said securities hereby pledged or any part thereof at any sale made by the said Trustee under this mortgage shall be obliged to inquire whether the default upon which the said Trustee has sold has in fact occurred or whether the sale is for any reason improper, deficient or irregular nor shall any purchaser be affected by notice, express or implied, as to any matter affecting the validity or regularity of said sale, nor shall he nor they be in any way bound to see to the application of the purchase money or to do aught else than to comply with the terms of sale and re- ceive and accept from said Trustee proper assignment, transfer and de- livery of the property purchased by him or them respectively. XIII. In any event the Kailways Company shall be entitled to receive the surplus of the purchase money if any and in case of deficiency the said Eailways Company hereby agrees to immediately upon said sale and without demand pay the same to said Trustee for the use and benefit of the holders of the bonds and coupons hereby secured and agrees that said Trustee shall have the right and power to take in its own name as plain- tiff such proceedings at law or in equity upon this Indenture or otherwise as it may be advised, to collect the balance due upon the bonds and cou- pons hereby secured in trust for the use, benefit and behoof of the holders thereof. XIV. In the event of the resignation, refusal or inability to act of the Trustee hereinabove named or any successor in the trust, it shall be lawful for the said Eailways Company or for any bondholders to apply to any court of competent jurisdiction for the appointment of a successor in the trust hereby created and said Trustee so appointed successor in the trust shall immediately upon such appointment have all and singular the es- tate, powers and authority by this indenture and to the said The Trust Company conveyed, invested and granted with the same effect as though such substituted Trustee had been expressly named herein and the words "Trust Company" or "Trustee" as used in this Indenture shall be held to mean the Trustee or Trustees for the time being. XVI. It is hereby covenanted, stipulated and agreed by and between the parties hereto and the trusts conferred by this instrument are accepted by the Trustee hereunder upon the express conditions that the said Trustee, its successor or successors shall not be in any way or manner liable or responsible for or by reason of permitting or suffering the Eail- ways Company to exercise the rights, privileges and authority hereinbefore reserved to it in regard to the stocks and bonds pledged hereunder and it is hereby further provided that said Trustee shall not incur any respon- sibility or liability whatsoever, except for wilful or intentional neglect by said Trustee of the trusts herein expressed and contained and that said BOND ISSUES. 1369 Trustee shall not at any time be bound or required to undertake any pro- ceedings at law or in equity or otLerwise for the protection of the bond- holders involving expenses or liability for the payment of money unless and until it shall be requested thereto in writing by the holders of not less than twenty-five (I'o) per cent, of the bonds issued hereunder and unless and until, if it shall see fit to require it, it shall be furnished with ade quate indemnity against such liability or outlay. XVII. Any request or other instrument required by this indenture to be executed by bondhohkM's may be in any number of concurrent instru- ments of similar tenur signed and executed by such bondholders in person or by attorneys appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any such attorney or of the holding by any person of bonds issued hereunder shall be suf- ficient for any purposes of this indenture if made in the following manner; The fact of the execution by any person of any such request or other instrument in writing may be proven by the certificate of any notary public or any officer authorized to take acknowledgment of deeils, who certifies that the person executing such request or other instrument in writ- ing acknowledged the execution thereof to him or by affidavit of the witness to such execution. The Railways Company registry shall be conclusive evidence of the own- ership of all bonds therein registered. The amount and issue, numbers of the coupons and bonds, held by any person executing such request or other instrument in writing as a bondholder may be proved by a certificate exe- cuted by any Trust Company, bank, bankers, or other depositary wherever situated, deemed to be satisfactory by the Trustee, showing that at the time mentioned therein such person had on deposit in such depository or had exhibited to it the bonds therein described. Such proof shall be con- clusive in favor of the Trustee in respect to any action by it taken upon such request or other instrument of writing, but nothing herein contained shall be held to preclude said Trustee from demanding other or further evidence should it so desire. In Witness Whereof The Eailways Company, party of the first part, has caused these presents to be signed by its president and caused its corporate seal to be hereto affixed duly attested by its Secretary, and the said The Trust Company of , in testimony of its acceptance of the trust hereby conferred has also caused its President 's signature and its corporate seal to be hereto affixed and duly attested by its Secretary, this the. day and year first above written. The Railways Company, By ' ."... [Seal] President. Attest : Secretary. The Trust Co. of , By [Seal] President. Attest : Secretary. (Add acknowledgments.) See for consideration of collateral trust agreement and right of pledgor to exact from the trustee a proxy to vote the stock for the merger of 1370 CORPORATION FORMS AND PRECEDENTS. the pledgor with another company, Penna. E. E. Co. v. Penna, Co., etc., 205 Pa. 219, 54 Atl. 783. See Forms 1667, supra, 1688, 1698, post. Form 1688. TRUST AGREEMENT SECURING GUARANTEED TRUST CERTIFICATES. This agreement made this second day of April, A. D. 1906, between the Pennsylvania Company, of the first part, The Pennsylvania Eailroad Com- pany, of the second part, and the Girard Trust Company, of Philadelphia, hereinafter designated the Trustee, of the third part^ each being a corpo- ration of the Commonwealth of Pennsylvania. "Whereas, the said Pennsylvania Company is authorized by law to pur- chase bonds and securities of other companies, and to pledge, sell, and dis- pose of the same on such terms as may be agreed upon between them and the parties contracting with them, and also to endorse and guarantee the payment of the bonds, and the performance of the obligations of other cor- porations, and to assume, and become responsible for, execute, and carry out any contracts made by any company, to or with any other company, companies, individuals, or firms whatsoever; And Whereas, the said Pennsylvania Company is also authorized by law to contract with any corporations that may have authority to construct, maintain, or manage any work or works, public or private, which may tend or be designed to improve, increase, facilitate, or develop trade, travel, or the transportation and conveyance of freight, live stock, passengers, and any other traffic by land or by water, from or to any part of the United States of America or the Territories thereof, and also to maintain and conduct in its own name, and for its own benefit or otherwise, any such works, public or private, and to aid, co-operate, or unite with any other company, person, or firm in so doing; and, by virtue of such authority, is in fact operating a large system of railroads in the States of Pennsylvania, Ohio, Indiana, and Illinois, and is thereby actively engaged in the business of transportation; And Whereas, under and in pursuance of authority conferred by law, the said Pennsylvania Company has become the owner of certain securities hereinafter particularly specified of a par value of Twenty-eight Million Dollars; And Whereas, the said Pennsylvania Company desires to procure the issue of certificates by the said Trustee, in the form hereinafter prescribed, not exceeding, in the aggregate, Twenty Million Dollars, in order to enable it to borrow moneys from parties who become purchasers thereof, and to secure payment of said moneys by its covenant, aad a pledge of said securities, and by the giiaranty of The Pennsylvania Eailroad Company, in accordance with the terms, reservations, and conditions as hereinafter stipulated, prescribed, and set forth; And Whereas, said The Pennsylvania Eailroad Company is the owner of the capital stock of the Pennsylvania Company, and was the original lessee of several of the railways now operated by the Pennsylvania Com- pany, and the owner of large interests in other railways, also operated by the said Company, which leases and interests it has since transferred to the BOND ISSUES. 1371 Raid Pennsylvania Company; and has agreed to guarantee full performance by the said Pennsylvania Company of its said covenant and undertaking: Now, Theieforc, This Agrcomoiit Wituesseth, that, in consideration of the covenants mutually to be done, kept, and performed l)y each party towards the others in reference to the subject-matter hereof, it is mutually agreed as follows: First. — The entire issue of said certificates, which shall be known as the Pennsylvania Comi)any Four i)er cent, bl^;") Vcar Cold Loan of 101)6, shall not exceed Twenty Million Dollars, and shall be represented by twenty thousand certificates of One Thousand Dollars each, in the form hereinafter prescribed, bearing interest at the rate of four per centum per annum, principal and interest payable in gold coin of the United States of America of or equal to the present standard of weight and fineness, the same to be secured by a deposit with the said Trustee of the following securities: Par value Total Per share Par Value 100,000 shares Baltimore and Ohio Eailroad Company Common Stock $100 $10,000,000 140,000 shares Pittsburg, Cincinnati, Chicago & St. Louis Eailway Company Common Stock 100 14,000,000 40,000 shares Vandalia Railroad Company Stock 100 4,000,000 being of an aggregate par value of Twenty-eight Million Dollars owned by the said Pennsylvania Company, with power to transfer same, but ko be exercised only in accordance with the Eighth and Tenth Articles hereof. The said certificates shall bear date April 2nd, 1906, and shall mature April Ist, 1931, with the right reserved to the Pennsylvania Company to redeem the entire issue through the Trustee upon due notice to the holders and registered owners on April 1st, 1921, or on any other interest day thereafter, as provided in the Fifth Article hereof. Second. — The said Trustee agrees to receive the said securities as afore- said, amounting in the aggregate at par to Twenty-eight Million Dollars, as security for the ceitifieates to be issued under this Agreement, and also agrees to issue and deliver to the said Pennsylvania Company when and as requested by it and upon the deposit of the stock as aforesaid, for nego- tiation by it. twenty thousand certificates of One Thousand Dollars each, in the following form : United States of America. Commonwealth of Pennsylvania. $1000. No Pennsylvania Company Four Per Cent. 15-25 Year Gold Loan of 1906. Total issue $20,000,000. Issued by the Girard Trust Company, Trustee. Secured by covenant of the Pennsylvania Company and pledge of Divi- dend Paying Securities aggregating at par $28,000,000, and by the guaranty of The Pennsylvania Railroad Company. The Girard Trust Company, of Philadelphia, Trustee, under and ujion the terms of a certain Agrecjuent dated April 2nd, 1906, between itself, the Pennsylvania Company, and The Pennsylvania Railroad Company, by which it is the holder in trust of Dividend Paying Securities to the amount, at par, of Twenty-eight Million Dollars, owned by the said Pennsylvania Com- 1372 CORPORATION FORMS AND PRECEDENTS. pany, hereby certifies that the bearer, or if registered, the registered owner hereof, for value received, is entitled to the sum of Ouq Thousand Dollars, in gold coin of the United States of America, of or equal to the present standard of weight and fineness, payable at the Office of the said Trustee in the City of Philadelphia, Pennsylvania, or at its Agency at the Office of The Pennsylvania Railroad Company in the City of New York, New York, on the first day of April, A. D. 1931, or on such previous date as this certificate may be called for redemption under its terms, with interest thereon in the meanwhile at the rate of four per centum per annum, pay- able in like gold coin, semi-annually on the first day of the months of April and October in each year, on presentation and surrender of the re- spective coupons hereto annexed, as the same become due, at either the Office or the Agency aforesaid. This certificate is subject to redemption at par and accrued interest on April 1st, 1921, or on any other interest day thereafter upon ninety days' notice, as provided in said Agreement; and, on and after any date that may be so designated for such redemption all interest on this certificate shall cease. This certificate is one of twenty thousand, numbered from 1 to 20,000, both inclusive, all of like date, amount, tenor, and effect, without priority, preference, or distinction whatsoever, of one over another; and the principal and interest therein named are payable without deduction for any tax or taxes which either the said Pennsylvania Company or the said Trustee, or their successors or assigns, may be required to pay, or to retain therefrom, under any present or future law of the United States of America, or of the Commonwealth of Pennsylvania. The interest upon, and the principal of this certificate, the taxes above mentioned, and the compensation and expenses of the Trustee, are primarily payable by the said Pennsylvania Company, guaranteed by the Pen]jsyl- vania Eailroad Company, and are further secured by a pledge of Dividend Paying Securities deposited with the said Trustee under the terms of said Agreement, with authority to the said Trustee to sell said stocks in case of default in any of said payments by the said Pennsylvania Company, or said the Pennsylvania Eailroad Company. This certificate shall pass by delivery, unless registered as to principal in the owner's name on the books of the Trustee, at the Office thereof, in the said City of Philadelphia, Pennsylvania, or at its Agency at the Office of The Pennsylvania Eailroad Company, in the said City of New York, New York, such registration being noted on the certificate at said Office or Agency, and after such registration of ownership, duly certified hereon, no transfer shall be valid unless made on the said books by the registered owner in person, or by his attorney, duly authorized, and similarly noted on the certificate; but the same may be discharged from registration by being transferred to bearer, and thereupon transferability by delivery shall be restored. The certificate may again from time to time be registered, or transferred to bearer, as before. The registration of Uiis certificate ihall not affect the negotiability of the coupons by delivery. In Testimony Whereof, the Girard Trust Company, Trustee, has caused BOND ISSUES. 1373 its corporate s-oal to lie hereunto allixofi, duly attested, this second day of April, A. I). 1906. Girard Trust Companv, Trustee, By ' President. Attest: Secretary. (Form of coupon to be used up to and including that due April Ist, 1921.) $ The Girard Trust Company of Philadelphia, Trustee, under an agreement with the Pennsylvania Company dated April 2nd, 1906, will jtay to the bearer on the first day of at its Ofliice in the City of Philadelphia, Pa., or at its Agency at the Oflice of The Pennsylvania Eailroad Com- pany in the City of New York, N. Y., Twenty Dollars, in gold coin of the United States of America, being six months' interest on Certificate No Pennsylvania Company Four Per Cent. 15-25 Year Gold Loan of 1906. JNo. of| 1 Coupon ( Treasurer. (Form of Coupon to be used after April 1st, 1921.) The Girard Trust Company of Philadelphia, Trustee, under an Agreement with the Pennsylvania Company and The Pennsylvania Eailroad Company, dated April 2nd, 1906, will, unless certificate to which this coupon is at- tached shall have been called for redemption, pay to the bearer on the First Day of at its Office in the City of Philadelphia, Pa., or at its Agency at the Office of The Pennsylvania Railroad Com- pany in the City of New York, N. Y., Twenty Dollars, in gold coin of the United States of America, being six months' interest on Certificate No Pennsylvania Company Four per cent. 15-25 Year Gold Loan of 1906. JNo. of) 1 Coupon ( Treasurer. Third. — Each of the said certificates shall have upon it the following indorsement : The Pennsylvania Company, for value received, hereby covenants and agrees that it will pay the interest and principal of the within certificate, likewise the taxes therein mentioned, and also the compensation and ex- penses of the Trustee, at the respective dates when the same may become payable; and The Pennsylvania Railroad Company, for value received, hereby covenants and agrees that in case of any default of the Pennsyl- rania Company in carrying out the covenants and obligations contained 1374 CORPORATION FORMS AND PRECEDENTS. in the within certificate, The Pennsylvania Railroad Company will faith- fully carry out the same, and pay and discharge the said interest, principal, taxes, and compensation and expenses of the said Trustee on the dates they respectively mature or become due. In Witness Whereof, the said Companies have hereunto affixed their seals, duly attested, this second day of April, A. D. 1906. The Pennsyh^nia Company, By [Corporate Seal] Vice-President. Attest : Secretary. The Pennsylvania Railroad Company, By [Corporate Seal] President. Attest : Secretary. And the same shall be duly executed by the said Companies respectively. Fourth. — The certificates shall pass by delivery, unless registered as to principal in the owner's name at the Office of the Trustee, in the City of Philadelphia, Pennsylvania, or at its Agency at the Office of The Pennsyl- vania Railroad Company, in the City of New York, New York, such regis- tration being noted on the certificates at said Office or Agency, and after such registration of ownership, duly certified thereon, no transfer shall be valid unless made on the said books by the registered owner in person, or by his attorney, duly authorized, and similarly noted on the certificates; but the same may be discharged from registration by being transferred to bearer, and thereupon transferability by delivery shall be restored. The certificates may again from time to time be registered, or transferred to bearer, as before. The registration of said certificates shall not affect the negotiability of the coupons by delivery. Both the principal and interest of the said certificates are payable with- out deduction for any tax or taxes which either the said Pennsylvania Company or the said Trustee, or their successors or assigns, may be required to pay or to retain therefrom, under any present or future law of the United States of America or of the Commonwealth of Pennsylvania. Pifth. — The entire issue of certificates is subject to redemption, at the option of the Pennsylvania Company, on April 1st, 1921, or on any interest date thereafter, at par and accrued interest ; and if the Pennsylvania Com- pany desires to exercise such option it shall communicate its desire to the Trustee, who shall thereupon publish a notice of such call for redemption in one daily newspaper of general circulation in the City of Philadelphia, Pennsylvania, and two in the City of New York, New York, once a week, for ninety days prior to the interest day on which such redemption is to be made, stating that the certificates are so called and will be so paid off at the Office of the Trustee in the City of Philadelphia, Pennsylvania, or at its Agency at the Office of The Pennsylvania Railroad Company in the City of New York, New York, at par and accrued interest, and that interest on the certificates will cease on and after the next ensuing interest BOND ISSUES. 1375 day. Such notice having been so given, interest on the certificates shall cease on and after the next ensuing interest w York City Ky. Co., 189 Fed. 6G1. See note to next preceding form. Form 1691. GUARANTY OF BOND ENDORSED THEREON. Whereas, the Hudson River Water Power Company has voted and agreed to indorse and guarantee the payment of the within bond and of all otlier bonds of the same series: Now, therefore, for value received, and in consideration of the purchase of the within bond by the holder thereof, the Hudson Kiver Water Power Company hereby endorses the within bond and guarantees to the holder, or, if registered, to the registered owner thereof, the payment in full of the principal and interest as provided thereby, together with all costs, charges and expenses in connection with said bond or the mortgage whereby it is secured. See Gay v. Hudson River Electric Power Co., 190 Fed. 773. See note to preceding form. "See for form of resolution authorizing above guaranty, Gay v. Hudson River Electric Power Co., 190 Fed. 773. Form 1692. CLAUSE OF MORTGAGE AS TO GUARANTY OF BONDS. Whereas, the Power Company, at the time of the issue and guaranty of the bonds of said Hudson River Electric Power Company, at present out- standing, agreed with the purchaser of said bonds, on behalf of said pur- chaser, and all succeeding holders of said bonds, that it would at any time execute and deliver all such further agreements or instruments as such purchaser might reasonably request in order to more fully secure the guaranty of such principal and interest on the part of the Power Company by lien on the properties, rights, privileges and franchises of the Power Company, or otherwise as such purchaser or any successor holder of such bonds might request ; and Whereas, the purchaser of said bonds and the present holders thereof have requested the Power Company to make, execute and deliver this in- denture, as further security for the faithful performance of its obliga- tions under said guaranty: Now therefore, this indenture witnesseth: That said Power Company, in consideration of the premises and of one dollar to it in hand paid by the Trust Company, as trustee, the receipt whereof is hereby acknowledged, in order to secure the prompt payment and fulfillment of the guaranty by 1380 CORPORATION FORMS AND PRECEDENTS. the Power Company, of the principal and interest of the bonds of the Electric Company, issued or to be issued under said mortgage or deed of trust from the Electric Company to the Trust Company, its successor or successors and assigns in the trust, has granted, bargaineil, sold, conveyed, transferred, assigned and mortgaged, and by these presents does grant, bargain, sell, convey, transfer, assign and mortgage, unto the said Knicker- bocker Trust Company, as trustee, its successor or successors and assigns in the trust, all those certain pieces or parcels and lots of land, water rights, easements and appurtenances, stocks, bonds and other securities more particularly described as follows: See Gay v. Hudson River Electric Power Co., 190 Fed. 773. See next preceding form, and notes thereunder. Form 1693. GUARANTY OF BOND BY INDORSEMENT. For value received. The Company hereby guaranties to the holder hereof payment of all interest on the within bond of the Company, and also the punctual payment of the whole principal thereof when the same becomes due and payable according to the tenor and effect thereof. In witness whereof The Company has caused its corporate name to be attached to these presents by its president, and its corporate seal to be hereunto affixed and attested by its secretary, this day of ,19.... The Company, By [Corporate Seal] President. Attest : Secretary. See generally as to the guaranty of bonds of one corporation by another, Cook on Corporations, § 775 ; Clark & M., Corp., § 184. See Forms 1688-1692, supra, and notes thereunder. Form 1694. GUARANTY BY RAILROAD COMPANY ENDORSED ON BOND. The Evansville and Terre Haute Eailroad Company, for a valuable con- sideration, the receipt whereof is hereby acknowledged, hereby guaranties the payment of the principal and interest mentioned in the within bond according to the tenor and effect thereof. (This guaranty was held in Dougan v. Evansville and T. H. E. Co., 44 N. Y. Supp. 503, to render the guarantor liable for amount of each interest coupon when default is made by the obligor upon the presentation of the coupon.) BOND ISSUES. 1381 Form 1695. GUARANTY BY RAILROAD COMPANY ENDORSED ON BOND— (ANOTHER FORM). For a valuable eonsidoriition, tlio ret whereof is hereby aeknowl edged, the Evansville and Terre Haute Kailroad Company hereby guaran- tees to the holder of the within bond the punctual payment of the principal and interest thereof wiicii and as the same shall become due and payable. (This guaranty was lield to render the guarantor liahio for the principal, where the trustee under tlie trust deed securing the bond guaranteed in accordance with its terms declares the principal due and payalile on account of default in the payment of interest. See L)ougau v. Evansville and T. H. K. Co., 44 x\. Y. Supp. 503.) See notes to Forms 1688-1693, supra Form 1696. GUARANTY OF BOND BY INDIVIDUALS. For and in consideration of the sum of one dollar (.$1.00) and other good and valuable considerations to each of the undersigned in hand paid by the legal holder of the within Ijond the receipt whereof by each of the undersigned is hereby acknowledged, the undersigned , , and , hereby jointly and sev- erally guarantee the j)ayment of the full amount of the principal and interest of the within bond as and when the same shall in any manner be or become due either according to its terms, or earlier maturity thereof pursuant to the provisions of the within bond or the trust deed securing the same, or later maturity thereof, according to the terms of any extension of the said bond in whole or in part; the undersigned hereby accepting all of the provisions of the within bond and authorizing the maker thereof, without notice to the undersigned, or either or any of them to obtain any such extension or extensions. Notice of acceptance of this guaranty, non- payment at maturity, extensions, and indulgences are hereby waived. Witness the hands and seals of the undersigned this day of , A. D. 19 [Seal] [Seal] See note to Forms 1688-1695. supra. Form 1697. RESOLUTION OF DIRECTORS AUTHORIZING GUARANTY OF BONDS. Eesolved, that this company guarantee the payment of principal and interest of bonds to be issued by the Corporation to the amount of $50,000, in gold coin, dated , 19...., and be it further. Resolved, that the proper officers of this company are hereby authorized and directed to sign upon each of such bonds a proper guaranty to that effect on behalf of the company. See Guaranty Trust Co. v. Atlantic, etc.. R. Co., 138 Fed. 517. See for forms of guaranty of bonds, Forms 1688-1696, supra, 1722, post. 1382 CORPOKATION FORMS AND PRECEDENTS. Form 1698. TRUST INDENTURE SECURING GOLD NOTES. Indenture dated the first day of February^ one thousand nine hundred and thirteen, by and between The Minneapolis and St. Louis Eailroad Com- pany (hereinafter called the "Railroad Company"), a corporation or- ganized and existing under the laws of the States of Minnesota and Iowa, party of the first part, and Central Trust Company of New York (herein- after called the "Trustee"), a corporation organized and existing under the laws of the State of Is'ew York, party of the second pait. Whereas the Eailroad Company has heretofore executed and delivered to Central Trust Company of ^"ew York, party of the second part hereto, as trustee, a certain trust indenture dated February 1, 1911, to secure an issue of $4,000,000 face value of Five Per Cent. Gold Kotes of the Eail- road Company dated February 1, 1911, and due February 1, 1913, all of which said notes are issued and are now outstanding and are secured by the pledge and deposit with the trustee under the said trust indenture of $7,500,000 face value of the Refunding and Extension Mortgage Five Per Cent. Fifty Year Gold Bonds (hereinafter sometimes called Refunding and Extension ^Mortgage Bonds) of the Railroad Company issued under the Eefunding and Extension Mortgage dated January 1, 1912, executed and delivered by the Eailroad Company to Guaranty Trust Company of New York, as trustee (hereinafter sometimes called the Eefunding and Exten- sion Mortgage) ; and. Whereas $1,000,000 face value of the said Five Per Cent. Gold Notes have, simultaneously with the execution and delivery of this indenture, been paid, retired and cancelled ; and Whereas the Eailroad Com2)any has resolved, pursuant to due corporate action, to apply $6,000,000 face value of the said Eefunding and Extension ^lortgage Bonds now pledged and deposited as security for the payment of the said Five Per Cent. Gold Notes to the payment, retirement and can- cellation of the remaining $3,000,000 face value of the said Five Per Cent. Gold Notes through the pledge and deposit with the Trustee under this indenture of the said $6,000,000 face value of Eefunding and Exten- sion Mortgage Bonds as security for the payment of an issue of the One Year Six Per Cent. Gold Notes of the Eailroad Company of the aggregate principal amount of $3,000,000 face value to be dated February 1, 1913, and to be due February 1, 1914, and through the sale by the Eailroad Company of the said $3,000,000 face value of One Year Six Per Cent. Gold Notes for the purpose of providing funds for the payment of the said $3,000,000 face value of Five Per Cent. Gold Notes; and, Whereas, the Eailroad Company, for the purposes aforesaid, has re- solved, in pursuance of due corporate action, to issue its said One Year Six Per Cent. Gold Notes to the aggregate principal amount of $3,000,000 to be dated February 1, 1913, and to be due February 1, 1914, and to secure the payment of the principal and interest of said notes by executing this indenture and by pledging and depositing with the Trustee subject to the trusts and conditions in this indenture contained, the $6,000,000 face value of Eefunding and Extension Mortgage Bonds above mentioned; and Whereas, the form of the said notes and coupons appertaining thereto BOND- ISSUES. 1383 and the Trustee's certificate to appear thereon are to bo substantially in the following form and tenor: (Form of Note.) United States of America. No $1,00U. The Minneapolis and St. Louis Railroad Company Six Per Cent. Gold Note. The Minneapolis and St. Louis Railroad Company, for value received, hereby promises to pay to the bearer hereof One thousand dollars in gold coin of the United States of America of or equal to the present standard of weight and fineness, on the first day of February, 1914, at the ollice of the Central Trust Company of New York, in the City of New York, and, until the payment of this note in full, to pay interest thereon from the 1st day of February, 1913, at the rate of six per cent, per annum, at the office of the Railroad Company in the City of New York, in like gold coin, semi-annually, on the first days of February and August of each year, upon presentation and surrender of the annexed interest coupons as the same become due, respectively. This note is one of a series of notes of The Minneapolis and St. Louis Railroad Company of like amount, tenor and date, which shall not in the aggregate exceed the sum of three million dollars of principal, and are all equally secured as provided in a certain indenture of trust executed and delivered by said Railroad Company to Central Trust Company of New York, as Trustee, bearing date February 1st, 1913, to which indenture reference is hereby made for a description of the property pledged, the nature and extent of the security, the rights of the holders of said notes under the same and the terms and conditions under which said notes are issued and secured. This note is redeemable at any time at its face amount together with accrued interest thereon upon the conditions and in the manner set forth in said indenture of trust. Both the principal of and interest on this note are payable without deduction for any tax or taxes which the Railroad Company may be required to pay thereon or retain therefrom under any present or future law of the United States of America or of any state, territory, county or munici- pality thereof, the Railroad Company hereby agreeing to pay all such tax or taxes. If default be made in the payment of interest on any of said notes and such default shall continue for the period specified in said indenture of trust, then the principal of all the notes secured thereby may be made immediately due and payable as therein provided. This note shall not be valid or obligatory until the certificate endorsed hereon shall be signed by the Trustee under said indenture of trust. In witness whereof, The Minneapolis & St. Louis Railroad Company has caused this obligation to be signed in its corporate name by its President or Vice-President and its corporate seal to be hereunto affixed and the same to be attested by the signature of its Secretary or Assistant Secretary and the coupons annexed hereto to be impressed with the fac-simile of the 1384 CORPORATION FORMS AND PRECEDENTS. signature of its Treasurer at the City of New York as of this 1st day of February, 1913. The Minneapolis & St. Louis Kailroad Company, By [CORi'ORATS SEAL J Vice-President. Attest : Secretary. (Form of Coupon.) No ^2^ The Minneapolis & St. Louis Eailroad Company will pay to the bearer at its office in the City of New York on the day of , 19 ... , Thirty Dollars in gold coin of the United States of America, being six months' interest due that day on its six per cent, gold note No , unless sooner redeemed in accordance with the terms and provisions of the indenture of trust therein referred to. Treasurer. (Form of Trustee's Certificate.) It is hereby certified that the within is one of the notes described in the indenture of trust therein mentioned. Central Trust Company of New York, Trustee. By Vice-President. and Whereas, all things necessary to make the said notes, when duly authenti- cated by the Trustee and issued by the Railroad Company, the valid, bind- ing and legal obligations of the Eailroad Company and to make this indenture of trust a valid, binding and legal instrument for the security thereof have been done and performed and have happened, and the issue of said notes as in said trust indenture provided has been in all respects duly authorized: Now, therefore, the Railroad Company, in consideration of the premises and of one dollar to it in hand paid by the Trustee and of other valuable considerations, the receipt whereof is hereby acknowledged, and in order to secure equally the payment of the principal and interest of all said notes at any time outstanding, has assigned, transferred, set over, delivered, pledged and hypothecated, and does hereby assign, transfer, set over, deliver, pledge and hypothecate to and with the Trustee, its successors in the trust, and its and their assigns forever, the following securities (herein- after sometimes called the trust estate) : $6,000,000, face amount. Refunding and Extension Mortgage Five Per Cent. Fifty Year Gold Bonds of the Railroad Company, issued under the Refunding and Extension Mortgage dated January 1, 1912, executed and delivered by the Eailroad Company to Guaranty Trust Company of New York, as Trustee; To have and to hold all and singular said securities unto the Trustee and its successors in the trust and its and their assigns forever; But in trust, nevertheless, for the equal pro rata benefit, security and BOND ISSUES. 1385 protection of the several persons and corporations who shall from time to time hold the notes at any time issued and outstanding under the pro visions of this indenture, or any of them, and for the enforcement of the payment thereof and the interest due thereon, when payable, in accordance with tlie true intent and meaning of the stipulations, covenants, terms and conditions of this instrument and of said notes and coupons; Provided, however, and these presents are upon the express condition, that if the Railroad Comj)any, its successor or successors or assigns, shall well and truly pay or cause to be paid unto the holders of the saiil notes issued as herein [)rovi(ii'd tlio sums of money constituting the principal thereof and the interest due or to become due thereon at the times and in the manner mentioned in said notes, according to the true intent and meaning thereof, or shall redeem the said notes as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions in said notes and in this indenture expressed to be kept, jier- formed and observed by it, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of this indenture, then these presents and the rights hereby granted shall cease, determine and be void; otherwise to be and remain in full force and virtue. ARTICLE FIRST. Section 1. The notes to be issued hereunder shall be forthwith executed on behalf and in the corporate name of the Railroad Company by its President or one of its Vice-Presidents, and its corporate seal shall be there unto affixed and attested by its Secretary or Assistant Secretary, and said notes shall then be delivered to the Trustee for authentication and deliv- ery by it. In case the officers of the Railroad Company whose signatures appear upon the said notes or any of them siiall cease to be such officers, said notes may, nevertheless, be adopted by the Railroad Company and be authenticated, delivered and issued as though such persons had not ceased to be such officers thereof. The coupons appertaining to the said notes shall bear the lithographey this indenture, aggregating $.'?,000,000 face value, shall be authenticated by the Trustee and delivered to or upon the order of the President or Vice-President or Treasurer of the Railroad Company 1386 CORPORATION FORMS AND PRECEDENTS. or as otherwise directed by resolutions of its Board of Directors or the Executive Committee thereof. The Railroad Conipauy covenants and agrees that the said noi:es or the l>roceeds resulting from the sale thereof shall be used and applied by it solely for the pajTnent, retirement and cancellation of $3,000,000 face value of the Five Per Cent. Gold Notes of the Eailroad Company dated February 1, 1911, and due February 1, 1913, and for no other purpose; and that, simultaneously with the execution and delivery of this indenture the Eailroad Company will cause to be paid, retired and cancelled all of the Five Per Cent. Gold Notes of the Railroad Company issued and outstanding under the trust indenture dated February 1, 1911, heretofore executed and delivered by the Railroad Company to Central Trust Company of New York as trustee, and will cause the said trust indenture to be satisfied and dis- charged. Section 3. In ease any note issued pursuant to the terms of this in- denture shall become mutilated or be lost or destroyed, the Railroad Com- pany in its discretion may issue, and thereupon the Trustee shall authenti- cate and deliver a new note of like tenor, date and amount, bearing the same serial number, in exchange and substitution for and upon cancella- tion of the mutilated note and its coupons, or in lieu of and substitution for the note and its coupons so lost or destroyed, upon receipt by the Rail- road Company and by the Trustee of evidence satisfactory to them of the ]o?s or destruction of such note and its coupons, and upon receipt also of indemnity satisfactory to both of them in their discretion. ARTICLE SECOND. The notes issued and outstanding hereunder and any one or more of them shall, at the option of the Railroad Company, be redeemable at the otKce of the Trustee at any time, by payment of the principal and inter- est thereof. If the Railroad Company shall elect to redeem less than the entire issue of notes, the notes to be redeemed shall be chosen by lot by the Trustee. Notice of the election of the Railroad Company to redeem the said notes, whether the entire issue or a portion only thereof, shall be given by publication thereof at least once a week for the period of eight consecutive weeks in at least one newspaper of general circulation, published in the City of New York, State of New York, the first publication thereof to be at least sixty days prior to the date selected for such redemp- tion. In case the Eailroad Company shall elect to redeem a part only of said issue, the said notice shall state the serial numbers of the notes called for redemption. On or before the date specified in said notice as the date for the redemption of said notes, the Railroad Company shall deposit with the Trustee in cash an amount equal to the face amount of the principal of the notes called for redemption as aforesaid, together with the amount of unpaid interest thereon up to the date so specified as the date for the redemption thereof. Upon the surrender of each note so called for redemption together with all unmatured coupons thereto attached, the holder thereof shall be entitled to receive from the Trustee out of said fund an amount equal to the face amount of the principal of said note with interest thereon from the last interest date up to the date specified in said notice as the date upon which the notes specified are to be redeemed. All in- • terest installments that shall have matured on or prior to the date of redemp- BOND ISSUES. 1387 tion specified in such notice shall continue to be payable to the bearers severally an go or be put into insolvency, nor will it permit or suffer a receiver to be appointed of its property or any part thereof. (8) The Eailroad Company will not at any time insist upon or plead or in any manner whatever claim or take the benefit or advantage of any stay or extension law wherever enacted, now or at any time here- after in force, which may affect the covenants and terms of performance of or lien of this indenture, nor will it claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the trust estate or of any of the se- curities or property constituting the trust estate prior to any sale or sales thereof to be made pursuant to any provision herein contained or to the decree of any court of competent jurisdiction; nor will it, after any such sale or sales, claim or exercise any right under any law or statute, now or at any time hereafter in force, to redeem the trust estate or any part thereof or the securities so sold, and the Eailroad Company hereby expressly waives all benefit or advantage of any such law or laws, and covenants that it will not hinder, delay or impede the execution of any power herein granted and delegated to the Trustee, but will suffer and permit the execution of every such power as though no such law or laws .had been made or enacted. (9) Until the payment in full of the principal and interest of the outstanding notes issued hereunder, the Eailroad Company will at all times maintain an office or agency in the Borough of Manhattan, City of New York, where notices and demands in respect to said notes and coupons, or in any respect provided for under this indenture, may be served. In default of any such office or agency, presentation and de- mand may be made and notices served at the office in the City of New York of the Trustee or any successor to it in the trust. (10) Until the payment in full of the principal and interest of the outstanding notes issued hereunder, the Eailroad Company will not issue any of its Eefunding and Extension Mortgage Bonds, in addition to those now outstanding, without the written consent of Messrs. Speyer & Co. It is one of the conditions upon which the notes herein provided for are executed Ijy the Eailroad Company and are accejjted by the pur- chasers thereof, that under no circumstances shall Messrs. Speyer & Co. be considered bound to give their consent to the issuance of such bonds, but they shall give or withhold the same in their uncontrolled discretion; nor shall they be answerable at any time to any person whatsoever for any action taken by them in granting or refusing such consent. (11) Until the notes issued hereunder shall have been paid in full, or their payment otherwise provided for to the satisfaction of the Trus- BOND ISSUES. 1380 tee, the Railroad Company will not execute or issue any series of notes other than notes issued for the purpose of refunding or renewing the notes issued hereunder, or other than equipment notes secured solely by equipment he^-eafter acquired or leased by the Kailroad Company, nor will it execute any new mortgage upon any of the property owned by it ; but nothing herein contained shall prevent the Railroad Company from incurring ^leh ol)ligations and indebtedness or from executing such notes or other evidences of indebtedness as are usual in the case of railroad companies in tlio ordinary course of business. ARTICLE FOURTH. So long as no default exists in respect to any of the covenants, stipula- tions and conditions herein set forth on the part of the Railroad Com- pany to be done, performed and observed, the Railroad Company shall be entitled to receive all amounts collected by the Trustee upon or in re- spect to the coupons appertaining to the bonds held in pledge hereunder (other than out of the proceeds resulting from the sale of the property or any part thereof covered by the mortgage securing said bonds). It shall, however, be no part of the duty of the Trustee to do any act or to take any proceedings to collect the said coupons or any of them, except upon the written request of the Railroad Company, and then only by such proceedings as the Trustee may be advised by a counsel to be appropriate and not in its judgment detrimental to the interest of the holders of the notes issued hereunder. Until such default the Trustee shall, upon the written request of the Railroad Company, cancel and deliver to the Rail- road Company or upon its order all coupons appertaining to the bonds pledged hereunder which shall at the time of said request have matured. In the event of default by the Railroad Company in respect to any of the covenants, stipulations and conditions herein contained, the Trustee shall be entitled to receive during the continuance of such default all interest upon the bonds held in pledge hereunder for the benefit and security of the holders of the notes issued hereunder, and in its discretion may apply the same from time to time to the payment in whole or in part pro rata of any amount due or to become due by the Railroad Company to the holders of the notes outstanding hereunder for principal or interest thereon. The power to give or make any request or consent by reason of the ownership of any bonds held in pledge hereunder, shall always be with the Trustee, but the Trustee shall exercise such power or refrain from ex- ercising the same, in accordance with the terms of an instrument in writing, signed by the holders of a majority in amount of the notes outstanding hereunder and filed with the Trustee; and in the absence of any such instrument so signed and filed with the Trustee, the Tnastee shall exercise such power or refrain from exercising the same as in its judgment shall be for the best interest of the holders of the outstanding notes. ARTICLE FIFTH. In cr»e default shall be made in the payment of interest on any note issued hereunder and any such default shall continue for a period of thirty days, the Trustee may, and upon the written request of the holders of twenty-five per cent, in amount of the said notes then outstanding 1390 CORPORATION FORMS AND PRECEDENTS. •hall, by uotice iu writing delivered to the Kailroad Company or mailed in a securely sealed postpaid wrapper directed to it at Minneapolis, Min- nesota, declare the principal of all the said notes outstanding to be due and payable immediately, and the same shall thereupon become and be immediately due and payable, anything in this indenture or in the said notes to the contrary notwithstanding; provided, however, that if at any time thereafter all arrears of interest upon the said outstanding notes, with interest on overdue instalments of interest computed at the rate of six per centum per annum, and the expenses of the Trustee, shall be paid by the Eailroad Company or be collected out of the trust estate before any sale of the trust estate shall have been made, then and in every such case the holders of a majority in amount of the outstanding notes, by written notice filed with the Trustee, may waive such default and its consequences, and obtain from the Trustee a rescission of such declaration, but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. ARTICLE SIXTH. Section 1. In case default shall be made in the payment of interest on any note issued and outstanding hereunder and such default shall continue for the period of thirty days, or in case default shall be made in the payment of the principal of any such note, or in case default shall be made in the due performance of any other covenant or condition hereof to be kept, observed or performed by the Kailroad Company, and any such last mentioned default shall continue for a period of thirty days after written notice thereof from the Trustee or the holders of fi^'e per cent, in amount of the notes then outstanding shall have been served upon the Eailroad Company or mailed to it in a securely sealed postpaid wrap- per directed to the Railroad Company at Minneapolis, Minnesota, then and in each such case the Trustee may, and if thereunto requested in writing signed and filed with the Trustee by the holders of twenty-five per cent, in amount of the notes issued hereunder and then outstanding, and indemnified to its satisfaction for its costs and expenses in so doing, and, in case said notice shall have been given by the holders of five per cent, in amount of the notes then outstanding, as above provided, upon the receipt by the Trustee of evidence satisfactory to it that such Qotice has been given, shall proceed to sell at one time or from time to time, either as an entirety or in such, parcels as the Trustee may determine, all the bonds and other property then held by it in pledge hereunder. In the event of any such sale or sales of any of the property pledged hereunder, the principal of all the notes issued hereunder and then out- standing, if not then due, shall' forthwith become due and payable, any- thing in this indenture or in said notes to the contrary notwithstanding. Such sale or sales shall be made at public auction at such place and time and upon such terms as the Trustee may fix, or may be made without notice at the New York Stock Exchange or elsewhere in the City of New York. Notice of any such sale at public auction by the Trustee shall state the time when and the place where the same is to be made, and shall eon- tain a brief description of the bonds or other property to be sold, and shall be published once a week for four successive weeks prior to such BOND ISSUES. 1391 sale in a daily newspaper of general circulation published in the City of New York, State of New York. The Trustee shall have power, in its discretion, to ailjourn any such sale at public auction from time to time as to the whole or any part of the property to be sold, and if so adjourned to make such sale upon the day to which the adjournment is had without further notice of the time to which the sale may be so adjourned. Upon such sale the Trustee shall transfer and deliver all and singular the bonds and other property so sold to the purchaser or purchasers thereof, and the same shall thereupon be freed and discharged from the trusts and lien hereby created, and the Trustee, as irrevocable attorney-in-fact for the Kailroad Company (for that purpose by these presents duly consti- tuted) or otherwise, shall make, execute and deliver to such purchaser or purchasers such good and sufficient assignments, transfers or other in- struments as may be necessary or proper to vest in such purchaser or purchasers full and complete title and ownership in and to the bonds and other property so sold; and any sale made as herein provided shall be a perpetual bar, both in law and in equity, against the Kailroad Com- pany and its successors and all other persons lawfully claiming or to claim the said bonds or other property or any part thereof, by, through or under it or them. The proceeds resulting from any such sale shall be applied by the Trustee as follows: First, to the payment of the costs and expenses of such sale, including reasonable compensation to the Trustee, its agents, attorneys and counsel and all expenses made and incurred by the Trustee in the conduct of the trust hereby created, inclinling its compensation here- under. Second, to the payment of the whole amount of the principal and interest which shall then be owing and unpaid upon the outstanding notes issued hereunder; and in ease of the insufficiency of such proceeds to pay in full the whole amount of the principal and interest owing or unpaid ui)on the said notes, the same shall be paid ratably in proportion to the amounts owing and unpaid upon them resjiectively, without prefer- ence of any note over any of the others, or of principal over interest, or otherwise. Third, the surplus, if any, shall be paid over on written de- mand to the Eailroad Company, its successors or assigns, or as any court of competent jurisdiction may direct. The receipt or receipts of the Trustee shall be a sufficient discharge to the purchaser or purchasers of tlie bonds and other property sold, for his or their purchase money. The Trustee, however, instead of exercising tne power of sale herein con- ferred upon it, may, in its discretion, proceed by suit or suits at law or in equity, as it may be advised by counsel, to enforce the payment of the said notes and to foreclose this indenture and sell the bonds, and other property held in trust hereunder pursuant to the judgment or decree of a court or courts of competent jurisdiction. Upon any sale of the bonds or other property held hereunder, either under the power of sale hereby conferred upon the Trustee or pursuant to a judgment or decree of a court or otherwise, every purchaser shall be en- titled in making payment therefor, after paying in cash so imuh as may be necessary to cover the costs and expenses of the sale and of the pro- ceedings incident thereto, as well as the compensation of the Trustee and 1392 CORPORATION FORMS AND PRECEDENTS, its expenses, aiid all other charges that may be required by decree or other- wise to be paid in cash, to appropriate and use towards the payment of the remainder of the })urehase price any of the notes and coupons out- standing hereunder, reckoning each note and coupon so appropriated and used at such sum as shall be payable thereon out of the net pro- ceeds of the sale. If the net proceeds of such sale shall be sufficient to paj' such notes and coupons in full, they shall be cancelled, and u{)on written demand surrendered by the Trustee to or upon the order of the Railroad Company, but if the sum applicable in respect thereof is not sufficient to pay the same in full, the sum so allowed on account thereof shall be endorsed thereon as paid and the same shall upon written de- mand be delivered to the person or persons surrendering the same in part payment of the purchase price as aforesaid, his or their nominees or assigns. Section 2. In case default shall be made in the payment of interest on any note issued and outstanding hereunder, and such default shall con- tinue for a period of thirty days, or in case default shall be made in the payment of the principal of any such note, or in case default shall be made in the due performance of any other covenant or condition hereof to be kept, observed or performed by the Eailroad Company, and any such last mentioned default shall continue for a period of thirty days after written notice thereof from the Trustee or the holders of five per cent, in amount of the notes then outstanding, shall have been served upon the Eailroad Company or mailed to it in a securely sealed post-paid wrap- per directed to the Eailroad Company at Minneapolis, Minnesota, then and in each such case upon demand of the Trustee the Eailroad Company agrees to pay to the Trustee for the benefit of the holders of the said notes and coupons then outstanding the whole amount then due and payable on all such outstanding notes and coupons for interest or principal, or both, as the case may be, with intei"est upon the overdue instalments of interest at the rate of six per centum p,er annum ; and in case the Eailroad Company shall fail to pay the same forthwith upon such demand the Trustee, in its own name and as trustee of an express trust, shall be entitled to recover judgment against the Eailroad Company for the whole amount so due and unpaid. The Trustee shall be entitled to recover judgment as aforesaid either before or after or during the pendency of any such proceedings for the enforcement of the lien of this indenture upon the trust estate, and either before or after any sale of the trust estate; and the right of the Trustee to recover such judgment shall not be affected by ' any sale of the trust estate, or the exercise of any right, power or remedy for the enforcement of the pro- visions of this indenture or the foreclosure of the lien thereof; and in case of a sale of the trust estate and of the application of the pro- ceeds of sale to the payment of the amount then due upon the out- standing notes and coupons, the Trustee in its own name and as trustee 0^ an express trust shall be entitled to enforce payment of and to re- ceive all amounts then remaining due and unpaid upon any and all of the said notes then outstanding for the benefit of the holders thereof, and shall be entitled to recover judgment against the Eailroad Company for any amount remaining unpaid upon or in respect to the said notes and coupons, together with interest. No recovery of any such judgment by BOND ISSUES. 1393 the Trustee and no levy of any execution upon any sui-h judgment on property subject to the lien of this indenture, or upon any other property, shall in any manner or to any extent affect the lien of the Trustee upon the trust estate or any part thereof, or any rights, powers or remedied of the Trustee hereunder, or any rights, powers or remedies of the hold- ers of said notes; but such lien, rights, powers and remedies shall con- tinue unimpaired as before. Any moneys collected by the Trustee under this section sliall be applied by the Trustee in the same order and in the same manner as the proceeds resulting from any sale of the trust es- tate as provided in section 1 of this article. ARTICLE SEVENTH. Section 1. All remedies conferred by this indenture shall be deemed cumulative and not exclusive, and shall not be so construed as to deprive the Trustee of any legal or equitable remedy by judicial proceedings appropriate to enforce the conditions, covenants and agreements of this indenture. Section 2. Nothing in this indenture or in the notes to be issued hereunder expressed or implied is intended or shall be construed to give to any person or corporation other than the parties hereto and the owners and holders of the said notes any legal or equitable right, remedy or claim under or in respect of this indenture, or any recital, covenant or condition herein contained; all the recitals, covenants and conditions of this indenture and of the said notes being intended to be and being for the sole and exclusive benefit of the parties hereto and of the holders of the said notes. Section 3. Anything in this indenture contained to the contrary not- withstanding, the holders of a majority in amount of the said notes then outstanding shall have the right from time to time, if they so elect, ami manifest such election by instrument in writing executed and delivered to the Trustee, to direct and control the method and place of conducting any and all proceedings for any sale of any of the property held here- under or for the foreclosure of this indenture or any other action or pro- ceeding hereunder. Section 4. No recourse under or upon any obligation, covenant or agree- ment contained in this indenture, or in any note issued hereunder or un- der any judgment obtained against the Eailroad Company or otherwise, shall be had against any stockholder, officer or director of the Railroad Company or of any successor corporation, either directly or through the Railroad Company, by enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute or otherwise. This in- denture and the obligations hereby secured are solely corporate obligations, and no personal liability whatever shall attach to or be incurred by the stockholders, directors or officers of the Railroad Company, or of any successor corporation, or any of them, under or by virtue of any obli- gations, covenants, or agreements cqntained in this indenture, or in any of the notes or coupons herein provided for; nor shall any personal lia- bility be implied therefrom, and any and all personal liability of any name and nature, whether at common law or in equity, or by statute or constitution, of every such stockholder, officer or director, is hereby ex- 1394 CORPORATION FORMS AND PRECr:DP]NTS. pressly waived as a condition of an'I consideration lor the execution oi this indenture and of the issue of said notes and coupons. ARTICLE EKIHTH. No holder of any note issued hoiouiider sliall have the right to insti- tute any suit, action or proceeding at hiw y notified that this Company has decided to pay off at maturity $1,000,000 par value thereof, and to offer in exchange for the remaining $3,000,000 i^ar value thereof new Notes of like amount maturing February 1, 1914, with interest at 6% per annum, payable semi-aunuaily, February 1st and August 1st. The $3,000,000 new Notes will be secured by the deposit of $6,000,000 of The Minneapolis & St. Louis Railroad Company Refunding and Extension .Mortgage 5% Gold Bonds, due Feb. 1, 19()2. The new Notes may be redeemed at any time at par and interest, at the Company's option, upon sixty days' previous notice. A cash payment of $15 in respect of each $1,000 Note exchanged will be made to holders accepting the extension. Holders of the above-mentioned Notes who desire to avail themselves of the privilege of extension on the above-mentioned terms must, on or before January 24, 1913, deposit same (ex February 1, 1913, coupons) with Messrs. Speyer & Co., New York, against Temporary Receipts, ex- changeable for the Definitive New Notes on or about February 1, .1913, when the payment of $15 per $1,000 Note will be made. The right is reserved to withdraw the ^bove offer at any time without previous notice. Notes not deposited for extension as above will be paid at maturity at the ofiice of the Central Trust Company of New York. Copies of the Trust Indenture securing the New Notes may be obtained upon application. The Minneapolis & St. Louis Railroad Co., By F. H. Davis, New York, January 8, 1913. Vice-Pres. & Treasurer. Referring to the foregoing notice, we are now prepared to accept de- posit of the Notes, and will, on behalf of The Minneapolis & St. Louis Railroad Company, simultaneously with the delivery of the new Notes, make the above mentioned cash payment of $15 in respect of each $1,000 Note extended. Speyer & Co. New York, January 8, 1913. See next preceding form. Form 1700. SUPPLEMENTAL MORTGAGE. This Indenture, dated the thirtieth day of November in the year 1904, between Corporation, a corporation organized and ex- isting under the laws of the State of New Jersey (hereinafter termed the "Company"), party of the Firet Part; and Mort- gage and Trust Company, a corporation existing under the laws nf the 1400 CORPORATION FORMS AND TRECEDENTS. State of New York (hereinafter termed the "Trustee"), party of the Second Part; "Whereas, by Indenture of Mortgage and Deed of Trust (hereinafter called the Mortgage) bearing date the 21st day of May, A. D. 1904, and made between the Company and Trust Company as 'Trustee, the Company bargained, sohl, assigned, transferred and set over unto Trust Company as Trustee, and its successors in the trust thereby created, all its right, title and interest in the bonds, shares and stock and other securities in the said indenture more fully set out and described, to secure an issue of Forty Year Five Per Cent. Gold Bonds, limited to the principal amount of $10,000,000, at any time outstanding; and Whereas, at the date of the execution of the said ilortgage and deed of trust it was the intention of the Company that said bonds should also be secured by a first mortgage upon the lands and premises hereinafter described (hereinafter called the mortgaged premises) or the securities representing the said lands and premises; and Whereas, at the time of the execution of the mortgage the Company was unable to acquire the title to the said lands and premises, or to make title thereto to the Trustee under the Mortgage; and Whereas, the said Company has now acciuired title to the said lands and premises and has agreed to grant and mortgage the same as additional security for the issue of the said $10,000,000 Forty Year Five Per Cent. Gold Bonds; and Whereas, the said Trust Comiiany has resigned its position as Trustee under the ^Mortgage and the Trustee, the party hereto of the second part, has been appointed Trustee in the place and stead of said Trust Company, pursuant to the terms of the Mort- gage, and the Trustee has duly accepted such trust, and is now acting as such Trustee; and Whereas, at a meeting of the stockholders of the Company, duly called and held, the holders of all the outstanding stock of the Company, by their votes duly authorized the execution of this indenture, and the c'er- tification of the bgnds secured by the mortgage, and by this indenture; and Whereas, at a meeting of the Board of Directors the said Board of Directors duly did resolve that on behalf of the Company this indenture be executed by its President or any Vice-Precident, tliat the corporate seal be affixed thereto, and be attested by the Secretary or any Assistant Secretary, and this indenture be acknowledged and delivered to the , '. Mortgage and Trust Company ; and Whereas, all the facts and things prescribed by law or by by-law of the Company as a condition precedent to the execution of this indenture and issue of the said Forty Year Five Per Cent. Gold Bonra. See for forms of supplemental mortgage Forms 1700, 1701, supra. 1422 CORPORATION FORMS AND PRECEDENTS. Form 1703. AGREEMENT BY SECURITY HOLDERS ALLOWING CREATION OF PRIOR SECURITIES. An agreement made the day of , 19 . . . ., between on behalf of the holders of the original securities here- inafter mentioned, of the one part, and The Company (hereinafter called "the Company"), of the other part; Whereas the company was incor^jorated in the year 19...., and has a nominal capital of $ , divided into shares of $ each, all of which shares are fully paid up. And Whereas the Company has made an issue of $ of securities hereinafter referred to as the original securities, and such se- curities are secured by a trust deed, hereinafter referred to as the existing trust deed, dated the day of , 19 , and made between the Company of the one part and and of . the other part; and whereas the said securities carry interest at the rate of per cent, per annum payable half yearly on the day of , and day of ; and whereas the business of the Company has not been successful, and the net revenue from such business is wholly inadequate to pay the interest on the said existing securities; and whereas the Company is in urgent need of further funds, to the extent of $ or thereabouts, for carrying on its business, and unless such further funds can be raised the Company will have to be wound up, which would, it is ajiprehended, result in the loss to the holders of the existing securities; and whereas it is con- sidered impossible to raise such further funds except upon the security of securities ranking in point of security in priority to the existing securities and upon the footing that the rights of the existing security holders shall be modified as hereinafter provided, fo that the Company may have an opportunity of working and developing its business and bringing it into a paying condition without depleting its resources by paying the interest on the existing securities out of capital. Now, therefore, it is agreed as follows: 1. The Company shall, as soon as this agreement shall have become absolute, as hereinafter provided, be at liberty to issue further securities to the aggregate amount of $ carrying interest at such rate, not exceeding per cent, per annum, as the Company may fix, and having priority in point of charge on the undertaking and assets of the Company over the said existing securities of the aggregate amount of .$ , and the securities for the same. Each of the said further securities shall be framed in accordance with the form set forth in schedule "A" hereto. 2. The said further securities shall be secured by a trust deed (herein- after called "The new deed"), framed in the form set forth in schedule "B" hereto and approved of by the parties hereto, and expressed to be made- between the Company, of the first part, the said and of the second part, and and , of the third part, and the trustees of the existing deed shall concur in and execute such new deed. 3. The interest on the existing securities due the of BOX I) ISSUES 1423 , It). . . ., shall be released, ami the hoMers of the existing securities shall respectively surrender to the Company to be cancelled the couj)ons referring to such interest. 4. This agreement shall become absolute so soon as it shall be sanc- tioned by an extraordinary resolution, as defined in the original trust deed, i)assed at a meeting of the holders of the existing securities, as therein provided, and if it does not become absolute within thirty days from the date hereof, this agreement shall thereupon become null and void. 5. If this agreement becomes absolute, notice thereof shall, as soon as such extraordinary resolution as is hereinafter mentioned shall have been passed, and the new deed shall have been executed, be indorsed on each of the said existing securities, and the holders thereof shall deliver the same to the Company for the purpose of such indorsement being made accordingly. 6. If this agreement becomes absolute, it shall take effect ana operate by way of modification of the rights of the holders of the existing securi- ties, and of the provisions contained in the existing trust deed. 7. In consideration of the premises the Company shall use its best endeavors to procure the passing of the said extraordinary resolution, and the placing of the said $ new securities. In Witness Whereof the said has hereunto set his hand and seal and said The Company has caused its cor- porate name to be hereunto subscribed by , its and its corporate seal to be hereto affixed, attested by , its Secretary, the day and year first above written. [Seal] The Comj^any, By [Corporate Se/l] Its Attest : Secretary. See generally as to scaling down securities, Cook on Corporation, §§ 765, 883. See Form 1702, supra. Form 1704. RESOLUTION OF PREFERRED STOCKHOLDERS CON- SENTING TO EXECUTION OF FIRST MORTGAGE. Resolved: (1) That we, the holders of every share of preferred stock of the Baltimore, Chesapeake and Atlairfic Railway Company, do hereby consent to the execution and delivery of the mortgage submitted to us, with the full understanding that the same is and shall be a first lien upon all jiroperty of the Baltimore, Chesapeake and Atlantic Railway Company now held by it, or hereafter to be acquired. And resolved : (*2) That we do agree that on each certificate of preferred stock now or hereafter issued there shall be stamped or inserted, substan- tially the following words, "This stock is subject only to the prior lien of a mortgage dated the first day of September, 1894, executed to secure 1424 CORPORATION FORMS AND PRECEDENTS. twelve hundred and fifty, one thousand dollar, first mortgage five per cent, gold bonds, and the renewals and extensions thereof." And resolved: (3) That in testimony of our consent and agreement thereto, -ne do as individual holders of said stock, sign this resolution as spread upon the minutes of the meeting. The effect of the above resolution was considered in Baltimore, C. & A. Ey. Co. V. Godeffroy, 182 Fed. 525. For other forms of resolutions authorizing a bond issue. See Forms 21, 1661, 1664, 1665, supra. Form 1705. RESOLUTION IN REFERENCE TO SURRENDER OF MORTGAGE BONDS FOR NEW BONDS. Resolved, that this company request the holders of its first mortgage bonds to surrender the same to the Atlantic Trust Company of New York, and receive in lieu thereof an equal number of first mortgage coupon bonds for a like amount and payable at the same' time, with interest at the rate of 6 per cent, per annum, payable semiannually, to be issued under a like new first mortgage, made to secure the payment of 100 first coupon bonds for $1,000 each, and in case all the holders of the present first mortgage bonds so consent and as in fact surrender to the said trustee the said bonds, with all the coupons thereon not yet due, so that the first mortgage now existing can be canceled and satisfied of record, Resolved, that the company execute and deliver to the Atlantic Trust Company of New York a new first mortgage on all the property, real and personal, in the same general form as the present mortgage, but with such changes therein in relation to the sale by the company from the time of said mortgage of its unimproved real property within the limits of the town of as the counsel of the company may advise to secure the payment of 100 first mortgage bonds for $1,000 each, payable at the same time as the present bonds, with interest thereon at the rate of 6 per cent, per annum, payable semiannually, such bonds to be in all respects like the present bonds, save in date of execution and other formal changes consequent on account of the increase in the number of the bonds from 75 to 100, and that this company make and execute such 100 bonds, for $1,000 each, and that the said Trust Company be requested to certify and deliver to the company the whole of the said new 100 bonds. See Metropolitan Trust Co. v. North Carolina Lumber Co., 162 Fed. 171. See as to exchange of securities. Cook on Corporations, §§ 765, 883. Form 1706. NOTICE OF EXCHANGE ©F TEMPORARY CERTIFICATES FOR MORTGAGE BONDS. Southern Pacific Co. New York, Feb. 8, 1905. Notice to the holders of Southern Pacific Company Temporary Certificates for Central Pacific Railway Company Through Short Line First Mortgage 4 Per Cent Gold Bonds^ due Oct. 1, 19.54. Notice is hereby given that the Central Pacific Railway Company Through BOXD ISSUES. 1425 Short Line First Mortgage Four Per Cent. Gold Bonds, due Oit. 1, 1954, will be ready for delivery at the office of the Southern Pacific Company, No. 120 Broadway, on and after Feb. 15, 1905, against surrender of Southern Pacific Company Temporary receipts for the same. A. K. Van Deventer, Assistant Treasurer. Form 1707. NOTICE OF EXCHANGE OF CERTIFICATES OF DEPOSIT FOR DEFINITIVE ENGRAVED SECURITIES. To Holders of Morton Trust Company Certificates of Deposit For the Six and Four Per Cent. Bonds and the Preferred and Common Stocks of The American Tobacco Company. Holders of the above-mentioned certificates are notified that the Morton Trust Company will be prepared, on and after January 9, 1905, to exchange the same for the definitive engraved securities upon surrender of the said certificates at our office. Bonds are issued iu Coupon form of $1,000, and in Registered form in denominations of $50, $100, $500, $1,000, $5,000, $10,000, $50,000 and $100,000. For the issue of Eegistered bonds and the Preferred and Common stocks, holders must give full name and address in wliich the new securities are to be drawn, and state whether the delivery shall be by registered mail or express. The dividend of 1^/1>% declared by The American Tobacco Company on its Six per cent. Preferred stock, payable to stockholders of record as of December 31, 1904, will be distributed by us at the time of surrender of our certificates of deposit. Morton Trust Company, By H. ^I. Francis, Secretary. Dated New York, January 3, 1905. Form 1708. NOTICE OF EXCHANGE OF CERTIFICATES OF DEPOSIT FOR DEFINITIVE BONDS. The Iron Company. Holders of Certificates of Deposit For 5% Convertible Debentures of The Iron Company Issued by The Trust Company of the City of or Security & Trust Company, are requested to return said certificates to the undersigned and receive the bonds of The Industrial Company to which they are entitled under the plan. Certificate holders will at the same time receive temporary 1426 CORPORATION FORMS AND PRECEDENTS. receipts entitling them to their proportion of the stock of The Iron Company when and as soon as the stock certificates can be prepared for delivery. Security & Trust Co., Street, , 19.... See Cook on Corporations, § 888. Form 1709. NOTICE TO STOCKHOLDERS OF PRIVILEGE TO SUB- SCRIBE FOR CONVERTIBLE GOLD BONDS. New York, October 2, 1905. To The Holders Of First Preferred, Second Preferred and Common Stock of the Eailroad Co. On September 20, 1905, the Board of Directors authorized the issue of $12,000,000 of the Four Per Cent. Convertible Gold Bonds of the Eailroad Company secured by its General Mortgage dated April 1, 1903, for the purpose, among other things, as specified in said mortgage, of acquiring more than a majority of the shares of common capital stock of the Eailway Company. These new convertible bonds are to be designated as Series B. The bonds are to be dated October 1, 1905, maturing April 1, 1953, with interest payable semi-annually on April 1, and October 1, and at the option of the holder they are to be convertible at par into common stock of the Company at $60 per share at any time after two years and before twelve years from the date of the bonds. Their issue has been authorized by the Board of Eailroad Commissioners, to whom application will be made to authorize the stock increase necessary for such conversion. The General Mortgage authorizes the issue of $50,000,000 convertible bonds; $10,000,000 of such bonds (designated as Series A and convertible into common stock of the Company at 50 as therein stated) have heretofore been issued and appropriated as proposed in the Eailroad circular to stock- holders dated February 16, 1903. Upon the issue of the $12,000,000 Series B bonds above described, the total amount outstanding under the said General Mortgage will be $22,000,000. The General Mortgage covers the railroad property and franchises of the Eailroad Company therein described, and also will cover the Eailway stock acquired with proceeds of the Series B bonds. There is now offered to the registered stockholders of the Eailroad Company on October 21, 1905, a preferential opportunity ratably to subscribe for and to take the $] 2,000,000 Series B bonds at par and accrued interest. The Company has entered into a contract with Messrs & Co., as managers of an Underwriting Syndicate (in which themselves and other members of the Board of Directors are included), whereby the Underwriting Syndicate, for a commission of 2iA per cent, of the par amount of said $12,000,000 Series B bonds, has agreed to take any and all of said $12,000,000 Series B bonds which shall not be taken by the stockholders under this offer. BOND ISSUES. 1427 For the purpose of detormining the rifjht to subscriVje to saiSoiitember 2'Ah and DecemlKT 30th, 1905, inclusive. After the latter date these full-paid scrip receipts cannot be exchanged for bonds, but will be redeemable at their face value with interest as afore- said from May 1st to October 1st, 1905. "Upon payment of the first instalment, there will be issued nego- tiable instalment receipts which are to be surrendered to the Treasurer at the time of the payment of the second instalment, whereupon inter- est will be paid on the first instalment from May 1st to October 1st, 1905, at the rate of '■>% per cent, per annum and delivery made of the bon J 19. . . . By supplementary resolution of the Board of Directors adopted , 19 , interest at the rate of 2.312% (being $23.12 on each First Prefer- ence Income Bond of this Company of the par value of One Thousand Dollars) has been ascertained and declared payable for each of the two fiscal years ended ,19 and 19 , respectively, and will be paid on and after ,19 , by Trust Company of , No .- Street, , or Bank of Stamped bonds to which coupons have been attached in accordance with circular of , 19. . . ., need not be presented. Interest thereon will be paid upon presentation of coupons numbers 4 and 5 respectively, which, after stamping thereon the payment herein provided for, will be returned to the holder. Unstamped bonds must be presented to Trust Company of or Bank of that payment may be noted thereon. By order of the Board of Directors. , Treasurer. « Form 1730. NOTICE OF PAYMENT OF INTEREST BY TRUSTEE FOR INCOME BONDS. To the Holders of Second Preference Income Bonds of the Eailway Company. The undersigned, as Trustee of the Second Preference Income Mortgage of liailway Company, dated ., 18. . . ., having received from the said Eailway Company the sum of $197,478.45, pursuant to a judgment of the Court of , , dated , 19 , in the action instituted by the undersigned against said Eailway Company to recover the amount of the net earnings and income of the said Eailway Company applicable to the payment of inter- est on said Second Preference Income Bonds for the fiscal year ending , 19.... (which said judgment reserves for future determination the ques- tions of the further liability of the Eailway Company for the balance of the interest unpaid for said fiscal year, of interest on interest, and of the com- pensation and expenses of the undersigned and its counsel). Xotice is hereby given that interest at the rate of 2.5 per cent., or $25, on •ach Second Preference Income Bond of the par value of $1,000 (being the BOND ISSUES. 1443 sum of $28.:.'l, less $3.l'1 per bond deducted on aL-coiint of expenses), will l:e paid by the undersigned at its office, No Street, , on and after , 19...., to the holders of said bonds, upon presentation of the interest warrant for , I'J...., or of registered or unstamped bonds, for the notation thereon of such payment. Dated . . ; ,19 Trust Company Trustee, By Vice-President. See Forms 1G67-1671, supra, for forms relative to income bonds. Form 1731. NOTICE OF PAYMENT OF INTEREST BY INCOME BONDHOLDERS' PROTECTIVE COMMITTEE. Eaihvay Company. To the Holders of Certificates of Deposit of Trust Com- pany, Issued Under the Protective Agreement Dated , 19...., for First Preference Income Bonds of Said Kailway Company. The above named Eaihvay Company, having paid to Trust Company, as Trustee of the First Preference Income Mortgage dated , 19. . . ., the sum of $200,000 pursuant to a judgment of the Court of , , entered ,19 , in the action caused to be instituted by the undersigned Committee against the said Eaihvay Company to recover the amount of the net earnings and income of the said Eaihvay Company applicable to the payment of interest on said First Preference Income Bonds for the fiscal year ending , 19. . . . (which said .judgment reserves for future determination the questions of the further liability of said Eaihvay Company for interest on interest, and of the compensation and expenses of the said Trustee and its counsel). Notice is hereby given that the undersigned Committee will pay, on and after ,19 , at the office of said Trust Company, No Street, , the sum of $43.75 for each First Preference Income Bond represented by such certificates (being the sum of $50.00 less $6.25 per bond deducted by said Trust Company on account of expenses), which payment will be stamped on said certificates of deposit. Holders of certificates of deposit may present the same to Trust Company, , , which will act as agent for said Trust Company for the above purposes. The undersigned Committee reserves the right to make deduction for expenses already incurred and that it may hereafter incur from further collections of interest now in default. Dated ,19 COMMITTEE OF HOLDERS OF FIRST PUEFERENCE INCOME BONDS, By Chairman. Secretary. Street, See note to Forui 1730, supra. 1444 CORPORATION FORMS AND PRECEDENTS. Form 1732. NOTICE OF ASCERTAINING AND DECLARATION OF INTEREST UPON INCOME BONDS. Company. Treasurer's Office. Interest Notice. '••, •• , , 19--- Interest at the rate of Five Per Cent., being $50 on each Bond of $1,000, has been ascertained and declared payable , 19. . . ., on the First, Second and Third Preference Income Bonds of this Company, and will be paid on presentation of the bonds on and after that date at the Trust Company St., , or the Bank of , , By order of the Board of Directors, Treasurer. See generally as to income bonds, Cook on Corporations, § 773. See note to Form 1730, supra. Form 1733. NOTICE OF PAYMENT OF COUPONS ON MATURED TIM- BER CERTIFICATES DEPOSITED WITH COMMITTEE. Lumber Co. 6% Timber Certificates. To the holders of Trust Company Certificates of Deposit, under agreement dated February 2, 1904, of Lumber Company 6 per cent. Timber Certificates (issued by the Trust Company, as trustee). Upon presentation at the office of the Trust Company, No Street, , on and after June 30th, 1905, holders of the above-described Certificates of Deposit will receive from the Trust Company the amount of the coupons dated February Ist, 1905, on the Timber Certificates represented by such Certificates of Deposit with interest accrued thereon from February 1st, 1905, to June 30th, 1905. Upon such payment being made, a certificate to that effect will be stamped upon the Certificates of Deposit. Upon the surrender on and after .Tune 30th, 1905, of Certificates of Deposit representing Timber Certificates, Series "C, " which matured on February 1st, 1905, holders will receive from the Trust Company the full amount of the principal of, and the February Ist, 1905, coupons on such Timber Certificates, with interest on said principal and coupons at the rate of Six Per Cent. (6%) per annum from February 1st, 1905, to June 30th, 1905. From the principal of the certificates, the Committee will retain Five Per Cent. (5%) to secure the proportionate amount of possible expenses of the Committee and will give a receipt BOND ISSUES. 1445 therefor. Any portion of such sum not used by the Committee will be returned to the holders of such receipt. . Counsel , Secretary, Committee, No Street, ., Chairman, Trust Company, Depositary, Messrs & Company, of Street, , , and of Street, , , and Messrs & Co., of Court, , London, E. C, have been appointed Agents for the Trust Company, Depository, in connection with the above notice. Form 1734. NOTICE OF REDEMPTION OF OUTSTANDING FIRST MORTGAGE BONDS BEFORE MATURITY. To the Holders of the Outstanding 5% Bonds of the Kailway & Ferry Company, Secured by its ^lortgage dated , 19. . . . Notice is hereby given by the above-named Company of its election to redeem all of its outstanding First Mortgage Five Per Cent.- Bonds on the first day of , 19. . . . Payment will be made upon said bonds at the office of the Trustee, Trust Company, Street, Manhattan Borough, New York City, at the rate of 110 per cent, of the par of said bonds, together with all accrued and unpaid interest. Holders of said bonds are notified to present them for payment at said office on the day of , 19. . . ., on which day all interest on said bonds will cease. By order of the Board of Directors, President. Dated, ,19 Referring to the above notice, the undersigned beg to announce that they are prepared to anticipate the redemption of the above bonds either for cash or in exchange for the Railway & Ferry Company 's First Mortgage 4 per cent. Bonds, due March, 1950. > St., New York. Form 1735. NOTICE OF PAYMENT OF BONDS BY SUCCESSOR COMPANY. To the Holders of the Bonds of the Gas Light Company, Dated May 1, 1902, Secured by Deed of Trust of That Date to the Savings Bank (Now the Trust and Savings Bank), Trustee. The Gas & Electric Company (formerly the Gas Light 1446 CORPORATION FORMS AND PRECEDENTS. Company) hereby notifies and requests all holders of all outstanding bonds of the Gas Light Company, secured by Deed of Trust dated May 1, 1902, to the Savings Bank, as Trustee (now the Trust & Savings Bank), to present said bonds, together with all unpaid coupons evidencing interest thereon at the National Bank of Chicago, No Street, Chicago, Illinois, on May 1, 1913, where upon presentation and delivery of such bonds and coupons uncancelled to said bank, there will be paid the principal amount of such bonds with a premium of Three Per Centum (3%) thereon and accrued interest to May 1, 1913. Holders of any of said bonds desiring to secure payment thereof prior to May 1, 1913, are referred to and Company, corner of and Streets, Chicago, Illinois. Interest upon said Gas Light Company Bonds, payable May 1, 1913, will be provided for on that date, only on presentation and delivery of both bond and coupons in every case, at the National Bank of Chicago. Gas and Electric Company, (formerly the Gas Light Company) By President. By .'. Treasurer. Form 1736. NOTICE OF REDEMPTION OF ENTIRE BOND ISSUE. Company. Bond Redemption Notice. Notice is hereby given to the holder or holders of all the outstanding bonds of the Company, of the issue known as ' ' Five Per Cent. First Consolidated Mortgage Gold Bonds," bearing date October 31, A. D. 1900, secured to be paid by Trust Deed or Mortgage, given by said Company to Trust Company of Philadelphia, Pennsylvania, trustee, and recorded in the office of the Eecorder of Deeds of Kane County, Illinois, December 6, A. D. 1900, in Book 398, at page 207, that in pursuance of the provisions of said Trust Deed or Mortgage and of said bonds, and in accordance with a resolution of the Board of Directors, each and all of the outstanding bonds of the foregoing issue of bonds have been duly drawn for redemption and payment at 105% and interest, and are hereby called in, for redemption, and for payment on April 1st, A. D. 1911, at the office of said Trustee, Trust Company, at Philadelphia, Pennsylvania, and that interest upon said bond issue, and each and every of the outstanding bonds thereof will cease from and after April 1st, A. D. 1911. Secretary. Dated February 24, 1911. BOND ISSUES. 1447 Form 1737. NOTICE OF REDEMPTION OF BOND ISSUE BEFORE MATURITY. Iron and SteoU Conijiaiiy i'irst Mortj^age 5% Gold Bonds. Notice is lioroby given that pursuant to the terms of the Indenture of Mortgage dated June 1, 1901, given by the Iron and Steel Com- pany to Trust Company of , Trustee, in .the sum of $300,000, the said Iron and Steel Company has exercised the privilege and option of paying off, on the First day of June, 1911, all of the issue of bonds secured by said mortgage then remaining outstanding and unpaid, with interest thereon to that date, and thereafter ail interest thereon shall cease, and the coupons attached to said bonds for interest after that date will thereupon become null and void. The said bonds, with all unmatured coupons attached, should be presented for payment at the office of the Trustee, No street, in the City of , on or after June 1, 1911. Iron and Steel Company, Treasurer. February 15th, 1»11. Form 1738. NOTICE OF REDEMPTION OF COLLATERAL NOTES. Offices of Company. 19... NOTICE. To the holders of Company Five- Year Six Per Cent. Collateral Notes secured by the Trust Agreement dated February 1, 1908, between Company and Trust Company, as Trustee. Pursuant to the terms of Section Tenth of the Trust Agreement between Company and Trust Company, as Trustee, dated as of February 1, 1908, relating to the Company Five-Year Six Per Cent. Collateral Notes (authorized issue $5,000,000 par value), Company will redeem and pay on February 1, 1912, at the office of Trust Company, Building, , , the principal of all the said Collateral Notes issued and outstanding in the hands of the public under said Trust Agreement (to-wit: $4,776,000, par value), together with interest accrued to said date. Said Notes so to be redeemed bear the serial numbers 1 to 4465, both inclusive, and 4690 to 5000, both inclusive. No interest will accrue upon said Notes from and after said February 1, 1912. Company, Attest: By President. Secretary. [CoKPOEATE Seal] 1U& CORPORATION FORMS AND PRECEDENTS. Form 1739. NOTICE OF REDEMPTION OF BONDS. OflSce of The Company, * , , 19.... Owners of bonds of The Company, are hereby notified that the Trust Company of , Trustee, has designated by lot bonds numbered to be redeemed as required by the mortgage on account of Sinking Fund payment due , 19 Said bonds to be redeemed at Bank, No Street, Interest on bonds designated as above will cease , 19 . . . . The Company, Secretary. Form 1740. NOTICE OF REDEMPTION OF SINKING FUND BONDS. Eedemption of Company Sinking Fund Bonds of 18. . . . The following numbered bonds of the above issue, both Six and Five Per Cent., have been drawn for the Sinking Fund of 19 , in conformity with the mortgage, and will be redeemed by The Trust Company, Trustee, at No Street, , at 105 and accrued interest to , 19 , upon surrender of the bonds; interest will cease to accrue on and after that date. Eegistered bonds required to be assigned on delivery. Eegistered bonds in denominations of $5,000 and $10,000 drawn in part for redemption, by numbers representing $1,000 each, must be surrendered and new registered bonds bearing interest from , 19...., will be given for the undrawn portion thereof. 6% Coupon Bonds, $1,000 each, Nos 6% (E) Eegistered Bonds, $1,000 each, Nos 6% (D) Eegistered Bonds, $5,000 each, drawn in part. Each number drawn representing $1,000. Nos 6% (C) Eegistered Bonds, $10,000 each, drawn in part. Each number drawn representing $1,000. Nos 5% Coupon Bonds, $1,000 each, Nos 5% (E) Eegistered Bonds, $1,000 each, Nos 5% (D) Eegistered Bonds, $5,000 each, drawn in part. Each number drawn representing $1,000. Nos 5% (C) Eegistered Bonds, $10,000 each, drawn in part. Each number drawn representing $1,000. Nos M President of Company. BOND ISSUES. 144Q Form 1741. NOTICE OF FIRST MORTGAGE BONDS DRAWN FOR PAYMENT. Houston & Texas Central First Mortgage Bonds. Notice of Bonds Drawn for Payment. The Houston & Texas Central Eailroad Company, having in its possession cash proceeds from sales ot lands covered by Trust Indenture between Frederick P. Oleott, the Central Trust Company of New York, and the Southern Pacific Company, dated April 1, 1890, which are applicable to the purchase of the Houston & Texas Central Railroad Company's first Mort- gage Bonds, secured by such Indenture, to an amount sufficient at the price limited in said Trust Indenture to purchase and retire 250 of such BondSj and it having been found that such bonds cannot be purchased at or below 110 per centum of the par value thereof, and accrued interest thereon, there have been drawn by lot, under the provisions of such Trust Indenture, Bonds secured thereby bearing the distinguishing numbers hereinafter stated, to be paid for out of such proceeds of such land sales at the said rate of 110 per centum of the par value thereof and accrued interest thereon. The distinguishing numbers of the Bonds so drawn are as follows, viz: The Bonds bearing such distinguishing numbers will be paid for at the rate above mentioned, viz: 110 per centum and accrued interest, upon presentation thereof, with all unmatured coupons attached thereto, at the office of the Houston & Texas Central Railroad Company, 1-20 Broadway, New York City. The Bonds so drawn will cease to bear interest from and after sixty days' published notice of such drawing, viz.: from and after the 31st day of May, 1905. New York, March 28, 1905. Houston & Texas Central R. R. Co., By R. S. Lovett, President. Form 1742. NOTICE OF BONDS DRAWN FOR REDEMPTION WITH CERTIFICATE OF NOTARY PUBLIC. To The Holders Of The First Mortgage Bonds of The Company. This is to certify that in accordance with the First Mortgage or Deed of Trust of The Company to Trust Company, now The Trust Company of , as Trustee, dated October 1st. 190J, the following Bonds, Nos. 58, 63, 206, 234, 287, 315, 515, 679, 752 and SCO, have this day, February 21st, 1911, at the office of The Trust Company of New York, been designated for redemption at 105 per cent. 1450 CORPORATION FORMS AND PRECEDENTS. aud interest on the 1st day of Ai)ril, li>ll, on presentation and surrender thereof, with all unpaid coupons attacdicd, to said Trustee. Interest on the above bonds will cease on April 1st, 1911. The Trust Company of , Trustee, By Trust Officer. The Company, By President. Director. I hereby certify that the above bonds were drawn as stated. Witness my hand aud seal this 23rd day of February, 1911. Notary Public, New York County. In accordance with the above certificate, the undersigned will redeem the above numbered bonds at 105 and accrued interest on and after April 1st, 1911, when presented with all unpaid coupons at its office, Nos Street, New York City. The Trust Company of By [ Vice-President. Form 1743. NOTICE OF DRAWING OF BONDS FOR SINKING FUND AND CERTIFICATE OF NOTARY PUBLIC. Eailroad Company First Mortgage 6% Bonds Called for Eedemption September 1, 1905. This is to certify that One hundred and Seventy-five (175) bonds of the Eailroad Company numbered as below and secured by that Company's [Mortgage bearing date March 1, 1880, have this day, July 12th, 1905, at 2:30 o'clock P. M., at the office of the Eailroad Company in the City of New York been designated by lot for redemption at five per centum premium on the first day of September, 1905, on pre- sentation and surrender thereof, with all unmatured coupons of same, at the office of the Eailroad Company, No. St., in the City of New York, said bonds being designated for redemption in accord- ance with the fourth clause of said Mortgage to enable the said Eailroad Company to make the payments to the Sinking Fund of said Mortgage due from September 1, 1889, to September 1, 1905 inclusive, said Eailroad Company having failed to make any payments to said Sinking Fund since September 1, 1888. Said bonds were designated for redemption to cover each of said annual payments separately as follows: Payment Due September 1, 1889. 78, 206, 241, 366, 554. Payment Due September 1, 1890. 51, 267, 349, 383, 574, etc., etc.- { BOND ISSUES. 1451 Interest on said bonds will cease September 1, 1905. Kajlroad Co., By Second Vice-l'resident. Assistant Secretary. We herel)y certify that the above bonds were drawn as stated. Witnes.s our hands and seals this iL'th day of July, 1905. Notary I^djlic No , Kings County. Certificate filed in New York County. Witnesses: Notary Public No , Kings County Cert, tiled in N. Y. County. Form 1744. CERTIFICATE OF SINKING FUND COMMISSIONERS AS TO DRAWING OF BONDS FOR SINKING FUND. Company. New York, Nov. 29, 1905. The undersigned. Sinking Fund Commissioners under the Company consolidated 6 per cent, mortgage, hereby certify that we have this day made a drawing of bonds to be applied to Sinking Fund Account of Novem- ber 1, 1905, in accordance with provisions of mortgage, and that bonds bearing numbers as follows, viz.: 187, 308, 441, 548, 918, 932 and 1180 have been drawn for such purpose, and that interest on said bonds shall cease from and after the 1st day of May, 1906, and the bonds taken up at 105 per cent, and accrued interest to said date. Sinking Fund Commissioners. Form 1745. NOTICE OF EXERCISE OF OPTION TO CALL BONDS FOR PAYMENT. To the Holders of First Mortgage Bonds of The Company. Notice is hereby given to the holders of the following Five and One- half Per Cent. (5i/..%) First Mortgage Gold Bonds of The Compan.y, to wit: Bonds numbered consecutively 1021 to 1060, both inclusive, due March 15, 1919 Bonds numbered consecutively 1061 to 1100, both inclusive, due Sept 15, 1919 which bonds, of the denomination of One Thousand Dollars ($1,000.00) 1452 CORPORATION FORMS AND PRECEDENTS. each, are secured by deed of trust dated September 15, 1905, given by The Company to The Trust Company, that in accordance with a provision in said deed of trust The Company has exercised its option to call in the aforesaid bonds for prepayment on ^March 15, 1912, and that on and after said date all interest upon said bonds shall cease; that upon the presentation and surrender of said bonds and all interest coupons thereon, on March 15, 1912, at the office of The Trust Company, , , or at the National Bank, , , said bonds and the matured interest coupons, together with a premium of Five Per Cent. (5%) of the principal of said bonds will be paid to the holders thereof. The Company, By President. Secy.-Treas. ., , January 4, 1912. Form 1746. NOTICE OF RECEPTION OF PROPOSALS TO SELL BONDS FOR SINKING FUND. ■ y Sealed proposals will be received until 3 o'clock p. m .,,19 at the office of , No , Street, , Trustee, for the sale to it of all or any part of so many bonds of the Company as the sum of $ applicable to the Sinking Fund will pay for. The Trustee reserves the right to reject any or all bids not satisfactory to said Trustee. The offers of bidders unknown to the Trustee must be accompanied by satisfactory references. Such offerings as are accepted will be those of the lowest bidders within the amount stated. The parties making such offers will bd advised at once of their acceptance, and payment will be made on surrender and transfer of the bonds on , 19 ... . Should two or more holders bid the same lowest price, the number of bonds taken from each will be, as nearly as practicable, pro rata. Proposals should be indorsed "Proposals for the Sale of Bonds of Company," and addressed to '. President, Form 1747. NOTICE OF RECEPTION OF PROPOSALS TO SELL BONDS FOR SINKING FUND (ANOTHER FORM). Sealed proposals will be received until 3 o'clock p. m. Friday, March 10th, at the office of The Trust Company of , No. St., , Trustee, for the sale to it of all or any part of so many bonds of the Company as the sum of .$105,464.46 applicable to the Sinkiap Fund, will pay for. BOND ISSUES. 1453 Lowest bids at a price less thaa par aud accrued interebt will be con- sidered, and if accepted, the parties ofTcrintj them will be advised at once and payment will be made (in surrender aud transfer of the bonds on ur after Third Month (March) 11th, 1911. Interest on the bonds so accepted will cease on March 11th, 1911. The trustee reserves tlie rij^lit to reject any or all bids not satisfactory to said trustee. The offers of bidders unknown to the trustee must be accompanied by satisfactory references. Should two or more bidders bid the same lo\.'est price, the number of bonds taken from each will be as nearly as practicable j)ro rata. Pro|)osals should l)e indorsed "Proposals for the sale of bonds of Company, ' ' and addressed to President, The Trust Company of St., , Form 1748. NOTICE OF RECEPTION OF PROPOSALS TO SELL BONDS. Kailway Company General Mortgage 5% Gold Bonds, dated January 1st, 1906. The Trust Company gives notice that in accordance with Article III, of a certain indenture made by the above Railway Company, dated January 1st, 1906, it will receive sealed proposals to sell to it the above-described bonds at a rate not to exceed 105 per cent, and aei^rued interest, the total offer not to consume more than the amount of Two hundreil and fifteen thousand, thirty-seven and 31/100 dollars ($215,037.31). The sealed proposals will be opened at the office of The Trust Com- pany, Xo Street, New York, at three o 'clock on the 25th of April, 1911. The Company, Trustee. By Secretary. New York, April 14th, 1911. Form 1749. NOTICE OF RECEPTION OF OFFERS TO SELL EQUIP- MENT BONDS FOR SINKING FUND. To the Holders of Eailway Company Equipment Trust Bonds Series "A" Sinking Fund Notice. Notice is hereby given as provided in Article XIII. of the Indenture dated May 1, 1S99, securing the above bonds, that sealed offers will be received up to Three P. y\. on :Monday, :\Iay 1, 1911. by the undersigned at its office, No. 28 Nassaii Street, New York, for the sale to it as Trustee at the lowest price at which such bonds shall be offered, not exceeding par 1454 COKPORATION FORMS AND PRECEDENTS. and accrued interest, of sufficient of the above bonds to exhaust the sum of $25,000. Otl'eis should be sealed and endorsed "Offers for the sale of Eailway Company Equipment Trust Series 'A' Bonds to the Sinking Fund" and addressed to the Trust Department. Trust Company of New York, By President. New York, April 3, 1911. Form 1750. NOTICE OF RECEPTION OF OFFERS TO SELL MORT- GAGE BONDS FOR PROCEEDS OF PART OF COL- LATERAL DEPOSITED UNDER MORTGAGE. Railway and Electric Company. , , , 19---- Notice is hereby given that there has been deposited with the Trust Company, Trustee, , for the purpose of purchasing General Mortgage Bonds of this Company, under the terms of said Mortgage, dated Feb. 28, 190], the proceeds realized from the sale of certain securities heretofore lodged with the Trustee as part collateral for said General Mort- gage bonds. Eailway and Electric Company, By President. Referring to the above notice, this Company will receive offers of the General Mortgage Bonds of the Railway and Electric Company, for purchase, with the proceeds referred to under the terms of said Mort- gage. All offers must be at flat price and in hand of the undersigned not later than 12 o'clock M. on the 16th day of November, 1910, and the right is received to reject any or all offers or any part thereof. Bonds accepted will be paid for not later than November 21st, 1910. Trust Company, Trustee, St., , See Cook on Corporations, § 807. Form 1751. NOTICE OF PURCHASE OF BONDS BY LEAVE OF COURT. To the Holders of The Company First Mortgage Six Per Cent. Gold P>onds: STATE OF ,] County of ( In the Circuit Court of Coimty. Trust and Savings' Bank, as Trustee, etc. — vs. — The Company, et al. In Chancery. Gen. No. Term No. BOND ISSUES. 1455 Pursujuit to an order entered January 18, 191:i, in the above entitled cause, public notice is hereby given to the hohlers of the First .Mortgage Six Per Cent. Twenty-Year Sinking J'und Gold Bonds of The Company secured by a mortgage or deed of trust dated April 27, 1901, executed by said The Company to The Trust and Savings Bank (the name of which has been changed to Trust and -Savings Bank), as Trustee, that the Trust and Savings Bank, as such Trustee, has been authorized, empowered and directed in and by said order of court to expcn per cent.) Consolidated Mortgage Bonds of Electric Railway Company bearing date August 15, 190o, to an amount equal to the bonds now called for redemption, upon the surrender thereof, and in addition thereto to pay to such holder so exchanging the same five per cent. (5 per cent.) in cash upon the amount of the bonds so surrendered, less the interest which will have accrued due on July 1, 1905, upon the bonds so issued in exchange. Holders desiring to" exchange all or any part of their bonds in accord- ance with the above resolution may do so by presenting the same at the office of the Treasurer, Building, Philadelphia. It will be noted that the Consolidated Mortgage Four and One-Half Per Cent. Bonds will be a First and only Mortgage upon the entire property of the Company. Treasurer. See as to exchange of bonds, Cook on Corporations, §§ 765, 883. Form 1753. REDEMPTION NOTICE WITH OFFER FOR SALE OF OTHER SECURITIES. Chicaco Edison Company — Commonwealth Edison Company. To the Holders and Owners of the Outstanding Five Per Cent. First Mort- gage Gold Bonds Issued by Chicago Edison Company Under Date of July 1, 1896: Motice is hereby given that, pursuant to the terms of the mortgage hereinafter mentioned, the undersigned, Commonwealth Edison Company (as successor by consolidation to Chicago Edison Company), intends to and will redeem and pay on April 1, 1911, all outstanding five per cent. , first mortgage gold bonds of Chicago Edison Company, dated July 1, 1896, issued under the first mortgage, dated July 1, 1896, given by said Chicago Edison Company to the Merchants Loan and Trust Company, as trustee. To effect such redemption, the undersigned will, on April 1, 1911, through its redemption agent, the Merchants Loan and Trust Company, at the office of said Trust Company at No. 1.35 Adams Street, in Chicago, Hlinois, pay to the holder or registered owner of each of said bonds (upon presenta- tion and surrender of such bond and all unmatured coupons thereof) the principal thereof, together with the interest then accrued and unpaid thereon. All said bonds will cease to draw interest on April 1, 1911, and the holders are requested to present their bonds for payment on that date at the' place aforesaid. Dated Chicago, June 30th, 1910. Commonwealth Edison Company, By Samuel Insull, President. William A. Fox, Secretary. To the Holders of $5,335,000 Chicago Edison Company First Mortgage Five Per Cent. Bonds Which Have Been Called for Payment and on Which the Interest Will Cease April 1, 1911: BOND ISSUES. 1457 The Commonwealth Edison Company offers the holders of the aljove mentioned First .Mortgage lionds its Hrst Mortgage Five Per Cent. Cold Bonds of 1943, in exchange, bond for bond, one month's interest to be adjusted. Chicago Edison Comjjany Bonds should be presented not later than August 15, 1910, on which date the privilege of exchange will exjtire unless sooner terminated. In accordance with its uniform custom of offering its bondholders, when bonds are called, an opportunity to reinvest in securities of the company on favorable terms, the company makes the above offering, although the bonds given in exchange are quoted in the open market at a premium. Upon the retirement of said Chicago Edison Company First Mortgage Bonds the Commonwealth Edison Company First Mortgage Five Per Cent. Bonds will be secured by a first mortgage lien on the entire property of the company, subject only to a purchase money mortgage of $130,000 on one piece of real estate owned by the company. Holders of Chicago Edison Company Bonds may also subscribe prior to August l;j, 1910, for additional first mortgage bonds of this company at par and accrued interest. The company reserves the right, however, to allot such additional bonds solely in its discretion, and to withdraw this right of subscription without notice. A syndicate of proniinoiit banks and bankers, whose names appear below, have agreed to purchase all the bonds of this company authorized to be issued for the above mentioned purposes as shall not be taken by the holders of Chicago Edison Company bonds under the terms of this offer. Bonds of Chicago Edison Company offered for exchange may be deposited at the banking office of any member of said syndicate who will issue receipts therefor pending delivery of the definite bonds of this company, and who will also receive subscriptions under the terms of this offering. Commonwealth Edison Company, (Signed) By Samuel Insull, President. First Trust & Savings Bank, First National Bank Bldg., Chicago. Harris Trust & Savings Bank, Marquette Bldg., Chicago. N. W. Halsey & Co., 152 M'^nroe St., Chicago. Illinois Trust & Savings Bank, La Salle St., corner Jackson Blvd., Chicago. The Merchants Loan & Trust Co.. 135 Adams St., Chicago. The Northern Trust Company, La Salle and Monroe Sts., Chicago. Eussell, Brewster & Co., 137 Adams St., Chicago. The American Trust & Savings Bank, 125 Monroe St., Chicago. N. W. Harris & Co., Pine and Williams Sts., New York. See generally its to exchange of bonds, Cook on Corporations, §§ 765, 883. 1458 CORPORATION FORMS AND PRECEDENTS. Form 1754. NOTICE OF EXCHANGE OF NEW BONDS FOR MATUR- ING BONDS, AND TERMS OF EXCHANGE. To the Holders of the Consolidated ^Mortgage Five Per Cent. Gold Bonds of the Eaihvay Company of , ;Matnring May 1, 1910, issued viuder its Consolidated Alortgage to the Trust Company, Trustee, dated May 21, 1895: In order to provide for the payment of the above mentioned bonds at maturity, arrangements have been made for the issue under said Consoli- dated Mortgage of new soupon bonds, maturing May 1, 1913, and drawing interest at the rate of five per cent, per annum payable semi-annually. Holders of the above mentioned bonds who wish to exchange the same for the new bonds maturing May 1, 1913, must deposit their bonds (ex- coupon due 2ilay 1, 1910) at the office of & Co., in boston, New York or Chicago, or at the office of & Co., in New York, on or before April 16, 1910. A cash payment of $20 for each $1,000 bond so deposited will be made to the holders making such deposits; and coupons due May 1, 1910, if presented will be cashed at the same time and place. Bonds not so exchanged will be paid in full on or after May 1, 1910, upon delivery to the Trust Company, Boston, Massachusetts. Dated Kansas City, Missouri, April 9, 1910. City Eailway & Light Company, By : Chairman of the Board. Eeferring to the above notice, we shall be prepared until April 16, 1910, or until further notice,, to receive the above mentioned outstanding bonds for exchange as above stated, and simultaneously with the deposit of such bonds with us, to make the above mentioned cash payment at the rate of $20 for each $1,000 bond so deposited, and will issue our receipts exchange- able for the new bonds maturing May 1, 1913, when received. We shall also be prepared to purchase coupons due May 1, 1910, if presented in connection with each deposit of bonds. & Co. & Co. Boston Wall Street, New York. Exchange Place, New York The Rookery, Chicago. Form 1755. NOTICE OF OFFER TO EXCHANGE PREFERRED STOCK FOR BONDS. To the Holders of Steel Co. First Mortgage and Collateral Trust Fifteen Year 6% Sinking Fund Gold Bonds and General Mortgage Five Year 6% Sinking Fund Gold Bonds. The Steel Company proposes to redeem on January Ist, 1911. its First .Mortgage and Collateral Trust Fifteen Year 6% Sinking BOND ISSUES. ' 1459 Fund Gold Bomls, and its General .Mortgage Five Year 67o Sinking Fund Gold Bonds, giving notice thereof on December Ist, 1910. In order to carry out this redemption of its bonded debt and to provide further capital, the Company has entered into an agreement with & Co., of New York, for the creation, subject to tlie approval of the stockholders of the Company, of $7,000,000 7% Cumulative Preferred Stock and for the sale of said $7,000,000 Preferred Stock to & Co. The Preferred Stock will be cumulative and will be preferred both as to principal and dividends over the Common Stock. It will be entitled to dividends from December 1st, 1910, payable quarterly, and will Ije redeemable at the option of the Company at 120% on three months' notice. Further particulars regarding the Preferred Stock may be obtained from the undersigned. On behalf of & Co. we herewith ofl'er to deliver the new Preferred Stock at the price of 99% in exchange for the above mentioned First Mortgage and Collateral Trust Fifteen Year 6% Sinking Fund Gold Bonds at 110 and interest to December 1st. General Mortgage Five Year 6% Sinking Fund Gold Bonds at 102^/^ and interest to December 1st. This offer will remain open until November 26th, 1910, and bond holders desiring to avail themselves of it must present their bonds at our office on or before that date and receive therefor Temporary Certificates entitling them to New Preferred stock as and when issued. The right is reserved to withdraw this offer at any time without notice. The Trust Company of , November 16th, 1910. Form 1756. NOTICE OF OFFER TO EXCHANGE BONDS ON CERTAIN TERMS. To the Holders of The Company's 4Vj% Convertible Gold Bonds, Dated February 15, 1909: The Company having agreed with the holders of a large majority of the above-mentioned bonds, to redeliver the Interstate Eail- way Collateral Trust 4% Gold Bonds received by it, with the coupon due February 1, 1910, and all subsequent coupons attached thereto in exchange for and upon the surrender of the bonds of The Company with the coupon maturing .Tuly 1, 1910, attached thereto, in the proportion of Interstate Eailways bonds of the face value of $1,000 for each $500 of the bonds of the Company, The Com- pany hereby extends to all holders of its bonds issued in exchange for bonds of said Interstate Company, the right to make such exchange, and will at any time on or before the 15th day of December, 1910, at its office, Building, in the City of Philadelphia, make said ex- change upon said terms. Holders of said bonds of The Company upon which pay- ment of the coupon due July 1, 1910, has been made must repay in cash the face value thereof at the time of said exchange. ' This exchange if and when made shall constitute a complete release of any and all claims by either party against the other. If exchange be not 1.160 CORPORATION FORMS AND PRECEDENTS. made on or before the date herein mentioned, all rights under this oifer shall cease. By order of the Board. President. S!ee as to exchange of bonds, Cook on Corporations, §§ 765, 883; Clark & M., Corp., §§ 420-422. Form 1757. NOTICE OF OFFER TO EXTEND FIRST MORTGAGE BONDS. To the Holders of the 6% First Mortgage Bonds of the < Company Maturing May 1st, 1911. The holders of said bonds are hereby offered the privilege of extending them for the term of 30 years from May 1st next at 5% interest with the guaranty of the Union Telegraph Company to pay principal and interest stamped upon the back. To expedite the extensions this Company will anticipate the paymept of the May, 1911, coupons to those who present their bonds for extension at this office at any time between now and May 1st, next. An additional sheet of sixty coupons will at the same time be attached evidencing interest pay- ments for the extended period and this Company's guaranty stamped on the bonds under seal. The Union Telegraph Company, , Treasurer, March 15, 1911. Broadway, New York City. See as to guaranty of bonds, Cook on Corporations, § 775; Clark & M., Corp., § 184. See for forms of guaranty of bonds. Forms 1688-1697, 1722, supra. Form 1758. NOTICE OF EXTENSION OF FIRST MORTGAGE SINKING FUND BONDS. Office of The Eailway Company. , , July 8th, 1905. Notice. This Company has made an arrangement with Messrs & Co. to extend the First Mortgage Seven Per Cent. Sinking Fund Bonds of the Railroad Company maturing August 1, 1905, until August 1, 1955, with interest at the rate of four per cent, per annum, payable semi-annually on the first days of February and August in each year, at the agency of the ' Railway Company in the City of New York, both principal and interest to be payable in gold coin of the United States of the present standard of weight and fineness, without deduction for any tax or tates which the Railway Company may lawfully be required to pay or retain therefrom under present or future laws. The lien of the mortgage now securing said bonds to continue unimpaired. The right to extend as above has Itecn reserved to such of the present BOND ISSUES. 1461 liolders as shall deposit their bonds for that purpose with & Co., New York, on or before August 1, 1905. The six mouths' interest due August ], HtUo, will Vje cashed at time of deposit on surrender of the coupon in the case of coupon bonds and upon assignment of the registered interest in the case of registered bonds. The Railway Company, By , President. New York, July 10th, 1905. Eefcrring to the above notice, we are ready to receive at our office any of the Railroad Company, First Mortgage Seven Per Cent. Sinking Fund Bonds for extension and to make the cash payment above indicated. We are also prepared to buy at par and accrued interest, to August 1, ]90ij, less discount at the rate of three per cent, per annum, any of the bonds which the holders may prefer to sell rather than to extend. & Co., Street, New York. See Forms 1759-1761, post. Form 1759. NOTICE OF PRIVILEGE TO EXTEND TIME OF PAYMENT OF BONDS AND OFFER OF EXCHANGE. To the holders of Toledo Traction Company Consolidated First Mortgage Bonds, due January 1, 1912; Toledo Consolidated Street Eailway Com- pany Consolidated First Mortgage Bonds, due January 1, 1912; Toledo Electric Street Eailway Company First IMortgage Bonds, due February 1, 1912. The Toledo Railways and Light Company has arranged witt Blair & Co. for an extension of the time of payment of the above mentioned bonds of the Toledo Traction Company to January 1, 1913, with interest at the rate of six per cent, per annum, payable semi-annually, subject to redemption at the option of this company on July 1, 1912, on thirty days' notice. Tloldcrs of the said bonds desiring to avail themselves of the privilege of so extending their bonds must present same (ex-coupon due January 1, 1912), at the office of Blair & Co. on or b'efore December 28, 1911, for the purpose of having affixed thereto the Extension Certificate. The company has also arranged for an exchange of the bonds of the Toledo Consolidated Street Railway Company and the Toledo Electric Street Eailway Company for extended bonds of the Toledo Traction Com- pany. Holders of bonds of the Toledo Consolidated Street Railway Company desiring to avail themselves of the privilege of exchanging their bonds for such extended bonds of the Toledo Traction Comjiany must present same (ex-coupon due January 1, 1912), for such purpose at the office of Blair & Co. on or before December 28, 1911. Holders of the said bonds of the Toledo Electric Street Railway desiring to avail themselves of the privilege of exchanging their bonds for such extended bonds of the Toledo Traction Company must present the same (with coupon due Feb- ruary 1, 1912) for such purpose at the office of Blair & Co. on or befoia January 28, 1912, interest to be adjusted to date of exchange. Holders of the said bonds of the Toledo Consolidated Street Railway 1462 CORPORATION FORMS AND PRECEDENTS. Company and of the Toledo Traction Company who do not desire to avail themselves of the above privileges will receive par for their bonds upon delivery of the same on or after .January 1, 191:2, to said Blair & Co. Holders of the said bonds of the Toledo Electric Street Eailway Com- pany who do not desire to avail themselves of the above privileges will receive par for their bonds u]>(iii delivery of the same on or after February 1, 1911% to said Blair & Co. Copies of the Extension Agreement, stating the terms of tlie extension and other details, may be obtained at the Tompany 's office or fioin Blair & Co. Dated Toledo, Ohio, December 15, 1911. The Toledo Eailways and Light Company, By Frank E. Coats, President. Referring to the foregoing notice, we are now prepared to receive de- posits of the aforesaid bonds for exchange and extension. Holders of such bonds desiring to avail themselves of the privilege should deposit the same promptly at our office. Depositing Bondholders will receive re- ceipts, exchangeable for extended bonds, as soon as the Extension Certificate and Coupons can be attached thereto. The privileges as to the bonds of the Toledo Consolidated Street Eailway Company and the Toledo Traction Company will terminate on December 28, 1911. The privileges as to the bonds of the Toledo Electric Street- Eailway Company will terminate on January 28, 1912. All bonds of the Toledo Consolidated Street Eailway Company and all bonds of the Toledo Traction Company, the holders of which do not wish to avail themselves of the above mentioned privileges, will be purchased by us at par on or after January 1, 1912. All bonds of the Toledo Electric Street Eailway Company, the holders of which do not wish to avail themselves of the above mentioned privileges, will be purchased by us, at par, on or after February 1, 1912. Blair & Co. 24 Broad Street, New York. See form next preceding and Forms 17 60-17 Ql,jiost. Form 1760. AGREEMENT FOR EXTENSION OF FIRST MORTGAGE BONDS. This Agreement dated December Fifteenth, One Thousand Nine Hun- dred and Eleven, made by and between The Toledo Eailways and Light Company, a corporation organized and existing under and by virtue of the laws of the State of Ohio, hereinafter referred to as the "Eailway Com- pany," party of the first part, and Blair & Co., a co-partnership doing business in the City of New York, State of New York, party of the second part, and such persons, firms and corporations as may be or may become the owners of Five Per Cent. First ^lortgage Bonds of the Toledo Con- solidated Street Eailway Comf)any, of Five Per Cent. Consolidated First' Mortgage Gold Bonds of The Toledo Traction Company, and of First Mortgage Twenty Year Five Per Cent. Gold Bonds of the Toledo Electric Street Eailway Company, as may become parties hereto in the manner as hereinafter provided, and hereinafter jointly referred to as the "Bond- holders, ' ' parties of the third part. BOND ISSUES. 1463 Witnessetli: That wliorcas, The Toledo Consolidate.! .Street Railway Com- pany, then a corporation of the State of Ohio, under date of August 15th, 1889, together with the Metropolitan Street Kaihvay Comjjany and The Central Street Kaihvay Company, made and executed a certain Mortgage or Deed of Trust to The Metropolitan Trust Coinpany of the City of New York, as Trustee to secure an issue of "Five i'er Cent, First Mortgage Bonds" of The Toledo Consolidated Street Railway Company then about to be issued, not to exceed in the aggregate the principal sum of One million five hundred thousand dollars ($l,r)00,nnn), and of which Bonds tliese are presently outstanding Bonds to the principal amount of T-^ighty- seven thousand dollars ($87,000); and "Whereas, subsequently thereto and in April, 1895, The Toledo Traction Company (Xo. ]) was incorporated, and in June of that year purchased the pro|ierties, rights, privileges and franchises of the Voledo Consolidated Street Railway Company, The Metropolitan Street Railway Company, The Central Street Railway Company, The Toledo Electric Railway and The Ironville Street Railway Company, and Whereas, The Toledo Electric Street Railway Company, then a corpora- tion of the State of Ohio, under date of February 1, 1892, made and executed a certain mortgage or deed of trust to New York Security and Trust Company, as Trustee, to secure an issue of its "First Mortgage Twenty-Year Five Per Cent. Gold Bonds" not to exceed in the aggregate the principal sum of Eight hundred thousand dollars ($800,000), and of which bonds there are at present outstanding bonds to the principal amount of Seven hundred thousand dollars ($700,000) ; and Whereas, subsequently thereto and in the month of June, 1896, the aforesaid. The Toledo Traction Company and The Toledo Electric Street Railway Company were consolidated into a consolidated company called The Toledo Traction Company (No. 2) ; and Whereas, The Toledo Traction Company (No. 2), under date of July 1st, 1896, made and executed its certain Consolidated First Mortgage to the Guaranty Trust Company of New Y'ork, as Trustee, to secure an author- ized issue of "Five Per Cent. Consolidated First Mortgage Gold Bonds" not to exceed in the aggregate the princi])al amount of Six million dollars ($6,000,000), of which Bonds there are presently outstanding Bonds to the principal amount of Five million two hundred and thirteen thousand dol- lars ($5,213,000) ; and Whereas, as further and additional security for said "Five Per Cent. Consolidated First Mortgage Gold Bonds," The Toledo Traction Company pledged with the said Trustee under said ^lortgage the certain "Five Per Cent. First Mortgage Gold Bonds'' of The Toledo Consolidated Electric Company for the sum of One million dollars ($1,000,000), and likewise pledged, or caused to be pledged, with the Guaranty Trust Company of New York as further security therefor all of the capital stock of the said The Toledo Consolidated Electric Company; and Whereas, subsequently thereto and in August, 1901, the properties of The Toledo Consolidated Electric Company were sold to The Toledo Trac- tion Company (No. 2) and became subject in all respects to the aforesaid mortgage of The Toledo Traction Company to the Guaranty Trust Com- pany of New York as Trustee; and Whereas, the aforesaid Mortgage of The Toleilo Traction Company to 1 464 CORPORATION FORMS AND PRECEDENTS. the- Guaranty Trust Company of New .York, as Trustee, provided that Bonds of said issue should be reserved by the Trustee under said Mortgaga to be certified and delivered by the Guaranty Trust Company of New York in exchange, par for par, for the outstanding Bonds aforesaid of tlie said The ToUhIo Consolidated Street Railway Company and The Toledo Electric Street Kaihvay Company, whenever directed so to do by the said The Toledo Traction Company; and Whereas, in August, 1901, The Toledo Railways and Light Company, party hereto of the first part, purchased all of the properties aforesaid of the said The Toledo Traction Company and assumed and agreed to pay all of the indebtedness of the said The Toledo Traction Company, The Toledo Consolidated Street Railway Company and The Toledo Electric Street Railway Company evidenced by the Bonds as aforesaid of said Companies; and Whereas, the deeds of conveyance and assignment from the said The Toledo Traction Company (No. 2) to The Toledo Railways and Light Company were made in all respects subject to the liens and mortgages then existing as security for the Bonds as aforesaid of The Toledo Consolidated Street Railway Company, The Toledo Traction Company and The Toledo Electric Railway Company; and Whereas, The Toledo Railways and Light Company, under date of August 10th, 1901, made and executed its certain Consolidated First Mort- gage to the United States Mortgage and Trust Company of New York, as Trustee, to secure a proposed issue of its "Four Per Cent. Consolidated First IMortgage Gold Bonds," which Mortgage, among other things, ex- pressly provided that it was made subject to the aforesaid mortgages of The Toledo Consolidated Street Railway Company, the Toledo Electric Street Railway Company and The Toledo Traction Company, which said mortgages were declared to constitute prior liens; and Whereas, all of the Bonds aforesaid of The Toledo Consolidated Street Railway Company and The Toledo Traction Company according to their terms, matured and became due on the first, day of .July, 1909, and were extended to .January 1st, 1912; and Whereas, all of the bonds aforesaid of The Toledo Electric Street Rail- way Company according to their terms mature and become due on the 1st day of February, 1912; and Whereas, The Toledo Railways and Light Company desires the owners of the aforesaid Bonds of the said The Toledo Consolidated Street Rail- way Company and The Toledo Electric Street Railway Company to ex- change their bonds for "Five Per Cent. Consolidated First :\Iortgage Gold Bonds" as aforesaid of The Toledo Traction Company, and desires the owners of Bonds of The Toledo Traction Company to grant to The Toledo Railways and Light Company an extension of time for the payment of the principal thereof, as per the terms of this agreement. Now, therefore, in consideration of the premises and of the sum of one dollar ($1) each to the other in hand paid before the execution and delivery of this agreement, the receipt of which is hereby acknowledged, it is mutually understood and agreed by and between the parties hereto as follows: First. Upon presentation for that purpose to the Railway Company, at the office of Blair & Co., in the City of New York, the Railway Company BOND ISSUES. 1465 will annex or affix or caused to be annexed or afBxed by Blair & Co. as its agent, to eacli of the aforesaid outstanding "Five Per Cent. Consolidated First Mortgage Gold Bonds" of The Toledo Traction Company, as may be presented to it on or before the 28th day of December, 1911, a Certif- icate of Extension in substantially the following form: United States of Auierica. State of Ohio. The Toledo Railways and Light Company. By Agreement dated December lijth, 1911, between The Toledo Rail- ways and Light Company and the holder of the attached Boud of The Toledo Traction Company JS'o , the original of which agreement is on file with Blair & Co., the time for the payment of the principal of said Bond has been extended to January 1st, 1913, on which date The Toledo Railways and Light Company covenants and agrees to pay to the holder of said bond the principal amount thereof and agrees, in the mean- while and until the payment of said principal amount, to pay interest thereon at the rate of- six per cent. (6%) per annum, payalde semi- annually, upon presentation and surrender of the respective coupons for such interest hereto annexed. Both principal and interest are payable at the oflice of Blair & Co., in the City/)f New York, in gold coin of the United States of America of or equivalent to the present standard of weight and fineness, without deduction for any tax or taxes which may be required to be paid thereon, or retained therefrom under any present or future law of the United States of America, or of any State, County, Municipality or taxing authority therein. The Toledo Railways and Light Company reserves the right to pay the principal amount of the said Bond at its election on July 1st, 1912, at par and accrued interest to the date of redemption, on thirty (30) days' previous notice given as in said agree^ ment provided. The extension of the time for the payment of the principal amount of said Bond and the making of the agreement relative thereto shall not be held or construed to affect in any respect whatsoever the validity of the said Bond or the validity or lien of the Mortgage and Deed of Trust securing the same, which Bond and the Mortgage and Deed of Trust shall continue in full force and effect and be in all respects unimpaired. Dated January 1st, 1912. The Toledo Railways & Light Co., By ■ [Seal] President. Attest : Secretary. Said agreement may be signed by the President or a Vice-President of the Toledo Railways and Light Company, and the seal may be attested by the Secretary or an Assistant Secretary of the said Company. The Coupon Sheet to be annexed or attached to said Extension Agree- ment shall contain two coupons, each of which shall be in substantially the following form: (Coupon Sheet.) No $30.00 On the first day of ,19 , The Toledo Railways and Light Company will pay to bearer, at the office of Blair & Co., in the City of 1466 CORPORATION FORMS AND PRECEDENTS. Kew York, Thirty Dollars ($30) iu gold coin of the United States of America of or equivalent to the present standard of weight and fineness, being six (6) months' interest then due on the Five Per Cent. Consolidated First Mortgage Gold Bond of The Toledo Traction Company, No , subject to the previous redemption of said Bond. Treasurer. Second. Upon presentation for that purpose to the Eailway Company, at the office of Blair & Co. in the City of New York, on or before Decem- ber 28th, 1911, the Kailway Company will deliver in exchange for each of the aforesaid outstanding "Five Per Cent. First Mortgage Bonds" of The Toledo Consolidated Street Eailway Company a Five Per Cent. Consolidated First Mortgage Gold Bond (for the same principal amount) of The Toledo Traction Company, such bond of The Toledo Traction Company to have affixed thereto a Certificate of Extension and coupons in form as above set forth. Third. Upon presentation for that purpose to the Eailway Company, on or before January 28th, 1912, at the office of Blair & Co., in the City of New York, the Eailway Company will deliver in exchange for each of the aforesaid outstanding "First Mortgage Twenty-Year Five Per Cent. Gold Bonds" of The Toledo Electric Street Eailway Company a Five Per Cent. Consolidated First Jilortgage Gold Bond (for the same principal amount) of the Toledo Traction Company, such bond of The Toledo Traction Com- pany to have annexed thereto a Certificate of Extension and coupons in form as above set forth. Interest to be adjusted as of the date of the exchange. Fourth, The Eailway Company hereby appoints Blair & Co. its Agent and Attorney for the purpose of receiving the deposit of the aforesaid Bonds from the holders thereof for the purpose of effecting such exchange and of annexing to the Bonds of The Toledo Traction Company the Certif- icates of Extension as aforesaid of the Eailway Company for the extension of the time of payment of the principal amount thereof and the Coupon Sheets relative thereto, and the Eailway Company hereby agrees to furnish to Blair & Co. such Certificates of Extension and Coupon Sheets as afore- said for the purpose of being annexed to the aforesaid Bonds. Fifth. The Eailway Company covenants and agrees M-ith each and every present and future hoLler of any of the aforesaid Bonds so extended that it, the Eailway Company, will pay to such holder the principal sum of said Bonds on or before the first day of January, 1913, and that it will pay interest thereon, from and after the first day of January, 1912, until said Bonds shall be fully paid, at the rate of Six Per Cent. (6%) per annum, payable semi-annually, on the first days of January and July in each year, according to the tenor of the said coupons to be annexed to the said Bonds, both principal and interest being payable at the office of Blair & Co., in the City of New York, in gold coin of the United States of America of or equivalent to the present standard of weight and fine- ness, without deduction from such principal or interest for any tax or taxes which the Eailway Company may be required to pay thereon or retain therefrom under any present or future law of the United States of America, or of any State, County, Municipality or taxing authority therein. Sixth, The Eailway Company shall have the right, at its election, on BOND ISSUES. 1467 July Ist, 1912, to redeem all or any of the Bonds so extended as aforesaid at par and accrued -interest to the date of such redemption, upon giving previous notice of its intention so to do by piibliration in a ne\v8i)aper of general circulation in the City of New York and in a newsi)apc'r of general circulation in the City of Baltimore, Maryland, and in a newspaper of general circulation in the City of Toledo, Ohio, such notice to be published once a week for four successive weeks, the first publication to be at least thirty (3U) days prior to July 1st, 1912, and by serving notice on Blair & Co., and on the Trustee of the mortgage securing said Bonds, at or before the first publication of said notice, of the election of the Railway Company to redeem said Bonds on the day designated for redemption. Notice of election to redeem said Bonds having been so given, the principal of the said bonds, with interest to such redemption date, shall become due and payable, on the day so designated for redemption, and on presentation thereof with all unmatured coupons appurtenant thereto at the office of Blair & Co., the Bonds shall be paid by the Railroad Company. Interest upon the Bonds shall cease on the day for which the same shall have been so called for redemption iinless the Railway Company shall make default in the payment of said bonds. Seventh. In case default shall be made in the payment of any interest on any of the said Bonds when and as the same shall become due and such default shall continue for a period of thirty (30) days, or in case default shall be made in the due and punctual payment of the principal of said Bonds, or in case default shall be made in the performance of any of the covenants and agreements in the said Bonds or the Mortgage or Deed of Trust securing the same or herein contained, and any such last mentioned defaults shall continue for a period of thirty (30) days after written notice thereof shall have been given to the Railway Companj' by the holder or holders of any of the said Bonds, then, and in any and every such case the principal of said Bonds shall at the election of the holders thereof become immediately due and payable and the security therefor become enforcible, and the Trustee of the Mortgage and Deed of Trust securing the said Bonds and the holders of said Bonds shall be entitled to the same rights and remedies as in the said Bonds and Mortgage or Deed of Trust securing the same provided, including proceedings to enforce such security by any one or all of the methods set forth in the said Bond or the Mort- gage or Deed of Trust securing the same. Eighth. The Railway Company hereby gives and grants subject to the limitations of Paragraphs Second and Third hereof, to each and every of the holders of the aforesaid Bonds of The Toledo Consolidated Street Rail- way Company and The Toledo Electric Street Railway Company the right to exchange the same for Five Per Cent. Consolidated First Mortgage Gold Bonds of The Toledo Traction Company, as provided by Article 1 of the Consolidated First Mortgage of the said The T(ayiiiont of the balance of the purchase mowy not required to be paid in casii, the bonds or unpaid coupons secured by said mortgage, reckon- ing such bonds or unpaid coupons for such purpose at a sum not exceeding that which shall be payable out of the net proceeds of sale to the holder or holders thereof for his or their just share of the net proceeds of sale upon due ajuiort ioiiinent of and accounting for such net proceeds. The amount rei)resenteasehold in Lands in , County, , and Modern Plant for the jNIanufacture of , etc., of Company. Notice is hereby given that, default having been made in the payment of interest due June 1, 1912, under the terms of a certain Indenture of Mortgage dated December 1, 1905, executed by the Company to The Trust Company, Trustee, to secure an authorized issue of $600,000 face value of bonds, the Title and Trust Com- pany, successor by merger to the said The Company, Trustee, by virtue of the power contained in said mortgage, will sell at public auction to the highest bidder at the auction rooms of Messrs. & Co., auctioneers Street, Philadel- phia, on .Monday, February 24, 1913, at 12 o'clock noon, the following: K 1478 CORPORATION FORMS AND PRECEDENTS. All that certain leasehold for the term of ninety-nine years, commenc- ing and to be computed from October 1, 1905, in and to all that certain piece of ground in County, Pennsylvania, bounded and described as follows: (Description Omitted.) Together with all and singular the buildings, plant, machinery, appa- ratus, tools and appliances thereunto belonging, or in any wise appertain- ing, and all easements, leases, liberties, privileges, franchises and rights corporate or otherwise, belonging and appertaining to the said Cement Company. Terms of Sale. $10,000 shall be paid in cash immediately upon the property being struck down, and the balance of the bid shall be paid within thirty days there- after. In case any bidder or purchaser shall fail to make good his bid on its acceptance by the Trustee, or shall fail after such acceptance to comply with the terms of sale, then at the option of the Trustee the sum in cash deposited by such purchaser or purchasers shall be applied towards the payment of the expenses of a re-sale and towards making good any de- ficiency or loss in case such property shall subsequently be sold at a price less than that bid at the prior sale; the Trustee reserving all other legal rights against such purchaser. Any bondholder or bondholders becoming the purchaser or purchasers shall be entitled to turn in, use and apply in making payment of the purchase money, the bonds or coupons secured by said mortgage, reckoning such bonds or coupons for such purposes at a sum not exceeding that which shall be payable out of the net proceeds of sale to the holder or holders of such bonds or coupons for his or their just share of the net proceeds of sale upon due apportionment of or accounting for such net proceeds, paying the remainder of the balance, if any, in cash. The amount represented by any such coupons or bonds shall be treated as paid only to the extent that it shall be paid out of the proceeds of sale, reserving to the holder or holders thereof such rights as he or they may have to collect the balance unpaid. Tt is provided in the said mortgage that this sale shall be a perpetual bar, both at law and in equity, against the Company and all persons claiming by, from and under it, with respect to any of the property so sold. Taxes and water rent to be apportioned up to date of settlement. For further particulars application may be made to the Trustee. Dated January lo, 1913. Title and Trust Company, Successor by merger to The Trust Company, Trustee. Counsel for Trustee. BOND ISSUES. 1479 Form 1774. NOTICE OF STOLEN BONDS. Stolen on or about , ]'J. . . ., in , $ Hailroad Co., , ]8t Mtge, 6% Gold Bond.s, interest March and September, numbered as follows: Registration of said bonds has been stop[)ed; also payment of coupons on same. All parties are cautioned against negotiating said bonds. Please notify, See generally as to lost or stolen bonds, Cook on Corporations, § 767. See for notices of lost or stolen stock, Forms 1204-1207, supra. Form 1775. INDEMNITY BOND FOR LOST COUPONS. Know all men by these presents, that the First National Bank of ^ a corporation organize. . . ., on the terms and conditions set forth in the written assignment of said contract, dated , 19...., made by The Consolidated Company to said The Company, a copy of which said assignment is hereto attached and marked Schedule "1", The Building Company, [Corporate SealJ By Attest : Secretary. Dated: , , 19 Form 1798. ASSIGNMENT OF JUDGMENT BY CORPORATION. This Indenture, made the day of , 19...., be- tween Company, a corporation organized and existing under the laws of the State of , of the first part, and , of , of the second part : Witnesseth, whereas, the said party of the first part, on tue day of , 19...., recovered a judgment in the (describe court), against for Dollars, and costs of suit, as will by the record thereof in said court more fully appear. Now this Indenture witnesseth, that the said party of the first part, in consideration of Dollars, to it duly paid, before the sealing and delivery of these presents (the receipt whereof by it is hereby acknowl- edged), has sold, assigned, transferred, and set over, and, by these pres- ents, does sell, assign, transfer, and set over unto the said part ... of the second part and assigns the said judgment, and all and every right of the said party of the first part therein and thereto and any and all sum and sums of money that may be due thereon or had or obtained by means thereof, or on any proceedings to be had thereupon. And the said party of the first part, does hereby constitute and appoint the said part. ... of the second part, and executors, administrators, and assigns, its true and lawful attorney, irrevocable, with power of sub- stitution and revocation, for it and in its name, and in the name and names of its successors, but for the sole use and benefit of the said part. ... of the second part, and at own costs and charges, to ask. demand, and receive, and to Sue out executions, and other writs, and take all lawful means for the recovery of the money due, or to become due, on the said judgment, and, on payment, to acknowledge satisfaction, or discharge the same: And attorneys, one or more, under for the purpose afore- said, to make and substitute, and the same, at pleasure, again to revoke: hereby ratifying and confirming all that its said attorney, or substitute, shall lawfully do in the premises. And the said party of the first part does covenant, that there is now due on the said judgment, the sum of Dollars, and that it will 1498 CORPORATION FORMS AND PRECEDENTS. not collect or receive the same, or any part thereof, nor release or discharge the said judgment, but will coufirni and allow all lawful proceediugs therein, the said part .... of the second part saving the said party of the first part harmless of and from any costs and charges in the premises. In witness whereof, the said Company has caused these pres- ents to be signed by its President thereunto duly authorized, and its corporate seal to be hereunto affixed, and attested by its Secretary, this day of ,19 Company, Attest : By Its President. Secretary. (Add acknowledgment.) See for form of construed agreement for assignment of decree, Edwards V. Bay State Gas Co., 184 Fed. 979. ' Form 1799. NOTICE BY ASSIGNEE OF ASSIGNMENT. The Company, a corporation organized and existing under the laws of the State of , hereby notifies you, , that of did on the .... day of , 19.,.., by a certain instrument in writing dated , 19. . . ., made between said as party of the first part and said The Company, as party of the second part, assign, transfer and set over (here describe the thing assigned) to said The Company, its successors and assigns, of which said assignment you are hereby notified to take due notice. You are hereby notified that said The Company hereby requires you (here state what is to be done by person to whom notice is given), and that in the event of your failure so to do, said The Company will take all such legal steps as may be authorized by law for the enforce- ment thereof. Dated , 19 The Company, By President. Form 1800. NOTICE OF ASSIGNMENT BY ASSIGNOR. To , I hereby notify you that on the .... day of , 19 , the undersigned did assign, transfer and set over unto The Company, a corporation organized and existing under the laws of the State of (here describe the thing or instrument assigned), and that under and by virtue of said assignment said The Company has succeeded to and is now vested with all my riglits in and to said (here describe the same), and you are hereby directed to (here state whether the party to whom notice is given is to pay the sum of money assigned. MISCP]LLAXP:OUS CORPORATE IXSTRUMEXTS. 1499 if such be the case, or to perform the oljligations and undertakings of the agreement assigned). Dated , 19 [SealJ Form 1801. NOTICE OF ASSIGNMENT OF ACCOUNTS BY ASSIGNOR TO PRIOR ASSIGNEE. I'hihidelphia, Oct. 3, 1903. Central Trust & Savings Company, Philadelphia, Pa. Gentlemen: Please take notice that we have sold to Henry S. Belber all our interest in and to the accounts against the following debtors (here insert a list of names of the debtors with a list of the amount due by each debtor and a statement of the total amount due). You will please pay to tliem any and all moneys to which we may be entitled. Yours truly, Wiesen Brothers. • See in re Weisen Bros., 138 Fed. 164. Form 1802. NOTICE OF ASSIGNMENT OF ACCOUNTS BY ASSIGNEE TO PRIOR ASSIGNEE. Philadelphia, Oct. 3, 1903. Central Trust Company, -ith and Market Sts., City. Gentlemen: Please take notice that I claim all moneys which you may receive upon the following accounts assigned to you by Wiesen Bros, (hefe insert a list of names of the debtors with a list of the amount due by each debtor and a statement of the total amount due or claimed). If these accounts are not promptly paid, please advise me so that I may take such steps as are necessary for the protection of my interests. Yours truly, Henry S. Belber, 2529 N. 33rd St., City. See in re Weisen, 138 Fed. 164. Form 1803. BILL OF SALE BY A CORPORATION (ILLINOIS). Know all men by these presents, that The Company, a cor- poration duly organized and existing under and by virtue of the laws of the State of , and having an office in the County of , in the State of , in consideration of the sum of Dollars to it in hand paid by of , in the County of and State of , receipt of which is hereby acknowledged, does hereby grant, sell, transfer and deliver unto the said , the following goods and chattels, namely: (Insert description of goods sold.) 1500 CORPORATION FORMS AND PRECEDENTS. To have and to bold all and singular the said goods and chattels to the said , his adniinistrators, executors and assigns to their own use and behoof forever. And said, The Company hereby covenants with the said , grantee, that it is the lawful owner of the said goods and chattels; that they are free from all incumbrances; that it has good right to sell the same as aforesaid; and that it will warrant and defend the same against the lawful claims and demands of all persons. In witness whereof, said The Company has caused these presents to be signed by , its President, and its corporate seal to be hereunto affixed, this day of , 19. . . . The Company, [CoRPOEATE Seal] By Attest : President. Secretary. (Acknowledgment.) See generally as to the necessity of attaching the seal to ordinary corpo- rate contracts, Cook on Corporations, § 721; Clark & M., Corp., § 192. See as to sales of personal property by corporations. Cook on Corporations, § 670; Clark & M., Corp., §§ 152-166. Form 1804. BILL OF SALE TO A CORPORATION. Know all men by these presents, that of , State of , the party of the first part, for and in consideration of the sum of dollars, lawful money of the United States of America, to him in hand paid by The Company, a corporation organized and existing under the laws of , the party of the second part, the receipt whereof is hereby acknowledged, does by these presents grant, bargain, sell, and convey unto the said party of the second part, its suc- cessors and assigns, , to have and to hold the same to the said party of the second part, its successors and assigns forever. And he does for himself, his heirs, executors and administrators covenant and agree to and with the said party of the second part, its successors and assigns, to warrant and defend the sale of said property, goods, and chattels hereby made unto the said party of the second part, its successors, and assigns, against ail and every person and persons whomsoever. In witness whereof, has hereunto set his hand and seal, the .... day of , in the year of our Lord one thousand nine hundred and [SealJ Sealed and delivered in the presence of (Add acknowledgment when necessary.) If it is desired to only warrant the title specially, add after the word "whomsoever," in the first paragraph, the words, "claiming by, through or under them. ' ' MISCELLANEOUS CORPORATE L\STRUMEXTS. 1501 Form 1805. AGREEMENT FOR SALE OF GOODS AT PRICE TO BE ASCERTAINED BY APPRAISEMENT. Articles of agreement made and entered into this .... day of , A. i). 19...., l)etween , party of the first l)art, and The Company, a corporation organized and existing under the laws of the State of , party of the second part, witnesseth that the said , i)arty of the first part, has agreed and by these presents does agree to sell to the said party of the second part the following described jjroperty (describe such property), the price therefor to be ascertained and determined by appraisement, as hereinafter provided. These presents further witness that the said property shall, at the equal and joint charge of the parties hereto, be appraised by and , of the , county of , State of , on or before the .... day of , A. D. 19...., and the amount of their appraisement is to be the price to be paid for the said property, and when as soon as the said appraisement is made and the said price is paid for the said property the said party of the first part covenants to make an absolute bill of sale to the said The Company, party of the second part, and to deliver full and complete possession thereof to the said party of the second part. Until such appraisement is made, the said property hereinbefore described is to remain at the risk and costs of the said (either the buyer or seller). In witness whereof the said party of the first part has hereunto set his hand and seal, and the said party of the second part has caused these presents to be signed by its President thereunto duly authorized, and its corporate seal to be hereunto affixed and attested by its secretary the day and year first above written. [Seal] [Corporate Seal J The Company, Attest: By Its President. Secretary. (Add acknowledgment when necessary.) Form 1806. ASSIGNMENT OF BILL OF SALE WITH GENERAL AND SPECIAL WARRANTY. To all persons to whom these presents shall come. The Com- pany, a corporation organized and existing under and by virtue of the laws of the State of , sends greeting: Whereas , of , did, by his bill of sale, bearing date the .... day of , A. D. 19. . . ., for the consideration of dollars, bargain and sell unto said The Company, the following goods and chattels (here describe them) and all the estate, right, pos- session, and interest of him the said , to have and to hold the same unto the only i>roper use and behoof of the said The Company, its successors and assigns forever, as by reference being had to said bill 1502 CORPORATION FORMS AND PRECEDENTS. of sale, a copy of whirli is uereto attached, marked Exhibit "A," and made a part hereof, will more fully appear. Xow know all men by these presents, that said The Company, for and in consideration of the sum of dollars, to it in hand paid by , of ; at or before the sealing and delivery of these presents, the receipt whereof it said The Company does hereby acknowledge, has granted, bargained, sold, assigned and set over and by these presents does grant, bargain, sell, assign and set over unto the said , his executors, administrators, and assigns, the above mentioned goods and chattels, together with the said bill of sale above referred to, and all its right, title, interest and claim whatsoever, of, in and to the same, to have and to hold the said goods and chattels, together with the said bill of sale unto the said , and his executors, administrators and assigns forever, free from all claim or claims, demand or demands, of it said The Company, its successors and assigns, or any other person or persons whatsoever; and said The Com- pany, for itself, its successors and assigns all and singular the goods and chattels, and the said bill of sale unto the said , his executors, administrators and assigns, against said The Company, its suc- cessors and assigns, and against all and every other person or persons whatsoever, shall and will warrant and forever defend by these presents. In witness whereof, said The Company has caused the pres- ents to be signed by its President and its corporate seal to be hereunto affixed and attested by its secretary this day of ,19 The Company, Attest : By Its President. Secretary. Form 1807. ASSIGNMENT OF PERSONAL PROPERTY BY COR- PORATION TO CORPORATION. Know all men by these presents, that The Consolidated Com- pany, a corporation organized and existing under and by virtue of the Laws of the State of New Jersey, party of the first part, for and in con- sideration of the sum of one dollar ($1.00)), lawful money of the United States of America, and other good and valuable considerations to it paid by The Company, a corporation organized and existing under and by virtue of the Laws of the State of New Jersey, party of the second part, at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, has bargained, sold, granted, assigned and delivered, and by these presents doth grant, convey, assign and deliver unto the said The Company, its successors or assigns, all the following described property, to wit: (a) All the personal property of every name, nature, and description owned by the party of the first part and located either in or upon its factories or plants in the Village of , Township of , County of , and State of , and the City of , County of , State of or elsewhere in the United States, or in Alaska or in the Hawaiian Islands, but in no other dependency or MISCELLANEOUS GORrORATE LXSTRUMENTS. 1503 territory of the United States not on the Continent of North America, and includinf^ all machinery, equipment and fixtures, fixed or movable, all rivet machines, and boilers, stokers, generators, engines, stacks, and puiiiiis and heaters in power houses, all air and water tanks, shafting, belting, pulleys, hangers, and tools, all drawings, flasks and patterns in hand or in possessiim of persons, firms or corporations, all hoists, punches and shears, cranes, planers, rolls, accumulators, riveting machines, pipe machines, boring mills, drill presses, engines, fans, heating coils, and air distributing systems, milling and shearing machines, apparatus, dyna- mos, switchboards, conduits, wires, motors, pumjiS, pipes, waterworks, fire apparatus, tracks, trestles, cars, cranes, tools, both stationary and portable, and other implements and appliances, water and high pressure hydraulic tanks, all pneumatic reamers, air tanks, hammers, chipping and caulking tools, lathes, presses, all yard equipment, consisting of rails, joints, switches, frogs, ties, locomotive cranes, windlass and engine hoists, blocking and rigging, and all merchandise, material finished or in process of manu- facture, supplies, stores and furniture, whether now- contained in the buildings situate upon said premises or located elsewhere in said terri- torial limits, and whether in the hands of said The Consolidated Company, or any of its agents or employes, or in the hands of others. (b) All cash on hand and all bills and accounts receivable of said The Consolidated Company from whomsoever due and wheresoever evidences thereof, if any, may be held, not including any amounts to become due but not yet earned upon foreign contracts heretofore assigned by said The Consolidated Company to The Export Company, a corporation of the State of (c) All the right, title and interest which said party of the first part now has or may hereafter acquire, in and to all Letters Patent of the United States of America, and in and to the inventions or improvements by such Letters Patent respectively secured, and in and to all applications for Letters Patent of the United States of America, and in and to all Trade Marks or Trade Names registered in or protected by the United States of America. (d) All stock of any corporation organized or existing under the laws of any state or territory of the United States of America, held and owned by said The Consolidated Company. (e) All contracts, contract rights, rights of action, vouchers and things in action whatsoever, of the Grantor, pertaining to its said business in the United States of America, and Alaska and the Hawaiian Islands, and also all other property and rights of every name and description of what- soever nature of the Grantor, except its corporate franchises, situated in the United States of America or in Alaska or in the Hawaiian Islands; excepting, however, from the property and rights above granted, such con- tracts, contract rights, vouchers and rights in action of the Grantor as may not be assignable or as may be subject to forfeiture by virtue of assign- ment. The Consolidated Company does for itself and its successors covenant with The Company, its successors and assigns, that it will warrant and defend all and singular the said property and rights ala«v9 assigned and conveyed forever against all lawful claims and aemands whatsoever. 1504 CORPORATION FORMS AND PRECEDENTS. And the said Grantor does, for itself and its successors, covenant with the said Grantee, its successors and assigns, that from time to time, on demand of the said Grantee or its successors or assigns, the said Grantor and its successors will make, do, execute, ai^knowledge and deliver all such further acts, deeds, conveyances and assurances under the law as may be reasonably advised, devised or required for effectuating the inten- tion of these presents, and for the better assuring or confirming unto the said Grantee, its successors and assigns, all and singular the above granted and bargained premises. And further. The Consolidated Company covenants, with respect to the contracts above excepted from assignment and transfer hereunder, that it will carry out all of said contracts, and do all things that it may reasonably be required by The Company to do in en- forcing all and singular its said rights, and will account thereafter for all of the profits and proceeds thereof unto The Company. It is the intention of the Grantor to hereby convey, transfer, assign and set over to the Grantee, its successors and assigns, all of its personal property of whatever nature or kind not conveyed, transferred, assigned and set over by it to The Export Company by bill of sale of the Grantor bearing even date herewith, or not hereby expressly reserved unto the Grantor. In witness whereof, The Consolidated Company, the Grantor, has caused its corporate seal to be hereunto affixed, and this instrument to be signed by , its President, and , its Secretary, this .... day of , in the year of our Lord one thousand nine hundred and The Consolidated Company, [Corporate Seal] By President. Secretary. Signed, sealed, acknowl- edged and delivered in the presence of : (Acknowledgment.) Form 1808. SALE OF GOOD WILL AND RIGHT TO USE NAME. Memorandum of agreement, Made and entered into this day of , A. D. 19 , by and between , and doing business as & Company, of the City of , State of , parties of the first part, and , of the City of , aforesaid party of the second part, witnesseth: Whereas, The said has been for many years engaged in the business of general contracting in the City of and elsewhere, and is now about to cease said business; And whereas, The said party of the second jiart is desirous of acquiring MISCELLANEOUS CORPORATE LNSTRUMENTS. 1505 the good will of the said business, and the right to use the name of the said in and about the carrying on of the business of general contracting; Now therefore, For and lii Consideration of the sum of One Dollar ($1) in hand paid by the said party of the second part to the said parties of the first part, the receipt whereof is hereby confessed and acknowledged, the said parties of the first part do hereby assign and sell to the said party of the second part, all the good ■will of the said contracting business of the said , doing business as & Company, and the sole and exclusive right to use the name of the said , in and about the carrying on of the business of general contracting, and as the name or style, in whole or in part, of any firm or corporation engaged wholly or partly in the business of general contracting, and as a trade name or trade mark in the business of general contracting; and said , and each agrees, for the period of three (3) years, not to engage in the business of general contracting in the said City of , or in any place within twenty-five (25) miles thereof; it being understood and agreed, however, that nothing herein contained shall preclude the said and from being employed by or working for any person engaged in the business of general contracting. It Is Understood and Agreed, That this contract may be assigned by the party of the second part to any person, firm or corporation. In Witness Whereof, the said parties hereto have hereunto set their hands and seals, the day and year first above written. [Seal] [Seal] [Seal] See for right to sell good will, Herefort v. Cramer, 7 Col. 483 ; Smock v. Pierson, 68 Ind. 405, 34 Am. Rep. 269; Kramer v. Old, 119 X. C. 1. 34 L. R. A. 389, 56 Am. St. Rep. 650; Shafer v. Sloan, 3 Cal. App. 335; Ryan V. Hamilton, 205 111. 191; Craver v. Acme Harvester Co., 209 111. 483; Williams v. Farrand, 88 Mich. 473, 14 L. R. A. 161; Lawrence v. Times Printing Co., 90 Fed. 24; Hitchcock v. Anthony, 83 Fed. 779; Bassett v. Percipal, 5 Allen (Mass.) 345; Wentzel v. Barbin, 189 Pa. St. 502; Rauft V. Reimers, 200 111. 386, 60 L. R. A. 291; Diamond Match Co. v. Roeber, 106 N. Y. 473. See for right to sell good will independently, and where no ' * material ' ' plant is involved in the transaction. Brett v. Ebel, 51 N. Y. Supp. 573. See however, Sheldon v. Houghton, 15 Blatchf. (U. S.) 285, Fed. Cas. No. 12,748. Form 1809. AGREEMENT FOR SALE OF A SECRET PROCESS. This Indenture made etc. between of , in the county of (hereinafter called "the inventor"), of the one part, and The Company, (hereinafter called "the com- pany"), of the other part. Whereas the inventor has' discovered a new and improved method of manufacturing artificial india-rubber, which method or process is a secret, and has not been disclosed to any person or persons whatsoever; and Whereas the inventor has represented to the company and its directors 1506 CORPORATION FORMS AND PRECEDENTS. that by means of such method as aforesaid rubber of a quality equal to the best merchantable Para rubber can be manufactured in bulk at a cost not exceeding $ per ton ; and Whereas such agreement has been made as is hereinafter contained: Now it is hereby agreed and declared as follows: 1. The inventor shall forthwith prepare a full and complete descrip- tion in writing of the said method or process, containing all particulars and instructions necessary to enable workmen of ordinary skill and in- telligence to manufacture rubber in accordance with the said method or process, and containing proper particulars of the quantities and propor- tions of all materials to be used in connection therewith; and when and so soon as such description is complete he shall place the same in an envelope, which shall be sealed with the seals of the inventor and of one of the directors of the company and deposited in the joint names of the in- ventor and the company at The Bank. The inventor shall, upon such deposit being made, make a statutory declaration that the en- velope so deposited contains such a full and complete description of the said method and process as is hereinbefore referred to. 2. The company shall, under the direction of the inventor, undertake the manufacture of not less th?in tons of rubber in accord- ance with the said method or process, and the inventor shall superintend such manufacture, and do all things necessary to enable the same to be effected so as to be a fair test of the said method or process. If upon such test being completed it shall appear that rubber of a quality of the best merchantable Para rubber can be manufactured at a cost not exceeding $ per ton, such test shall be deemed to be successful, but in any other case it shall be deemed to have failed. 3. If the said test shall fail the company shall be at liberty to declare that this agreement is determined, and in such case the envelope containing the said description shall be returned to the inventor unopened, and neither party hereto shall have any further claim against the other. But if the said test shall be successful, or if within one calendar month after the con- clusion of the said test the company shall not have declared that this agree- ment is determined, the succeeding clauses hereof shall take effect. 4. Unless this agreement shall be determined in manner aforesaid the inventor shall sell and the company shall purchase all that the said secret process or method of manufacturing rubber discovered or known to the inventor, together with all further or other inventions or improvements which the inventor has made or may hereafter make in connection with the manner or method of manufacturing rubber, or the plant, machinery, ap- pliances, processes, methods, or things used in connection therewith (all of which are hereinafter referred to as "the inventions hereby agreed to be sold"), and the sole right, so far as the inventor is capable of conferring the same, of manufacturing rubber in the United States or elsewhere in accordance with the inventions hereby agreed to be sold. 5. The "consideration for the said sale shall be the sum of $ to be paid and satisfied by the payment to the inventor of $ in cash, and by the allotment and issue to him or his nominees of fully paid shares of .$ each in the capital of the company. 6. The said purchase shall be completed two calendar months after the conclusion of the test hereinbefore referred to, and upon such comple- MISCELLANEOUS CORPORATE INSTRUMENTS. 1507 tion tlie coin])aii}- sball be entitlt'd to receive ami oi-eu tlw saiil envelope aud take possession of the documents therein contained. 7. Upon tlie completion of the purchase, and in the event of any buch further inventions or improvements as aforesaid being discovered by the inventor, immediately ui>ou such discovery the inventor will instruct such person or persons as the company may ai)point in the proper manner of manufacturing rubber in accordance with the inventions hereby agreed to be sold, and will disclose to him or them the whole of such secret process as aforesaid, so as to enable such i)erson or persons to conduct the said manufacture to the best advantage in accordance with the said method »r process. 8. And from the completion of the said purchase the inventor shall give his services anil the company shall employ the inventor as for a period of years from the completion of the purchase, at a salary of $ a yearj and during such time the said inventor shall faithfully and diligently serve the said company, and shall devote the whole of his time and attention to the business of the company, aud shall not engage in or take part in the management of any other business whatsoever, whether alone or in partnership with any other person or per- sons, or as manager, director, or agent for any person, firm, or company, without the consent in writing of the directors of the company. 9. The inventor hereby covenants with the company that he has not at any time heretofore disclosed, and that he will not at any time hereafter (unless this agreement shall be determined in manner aforesaid) disclose, to any person or persons whatsoever, other than such persons as shall be appointed by the company, its successors or assigns, the said secret process or method, or any matter or thing in relation thereto, which will enable any ])erson or persons other than the company, its successors or assigns, and its or their servants, agents, or licenses, to manufacture rubber in accordance with the said method or process, or with any such further inventions or improvements as aforesaid, but will at all times use his best endeavors to preserve for the company, its successors and assigns, the benefit of the in- ventions hereby agreed to be sold: Provided always that if in regard to any of the inventions hereby agreed to be sold it shall appear to the com- pany, its successors or assigns, that the same are the proper subject matters for Letters Patent the inventor will, on the request and at the expense of the company, its successors or assigns, apjth- for and use his best en- deavors to obtain the grant of Letters Patent or other similar protections in respect of such inventions in such countries, colonies, and places as the company, its successors or assigns, may appoint, and, as and whenever each or any of such Letters Patent or other protections shall be granted, will transfer or assign the same to the company, its successors or assigns, or its or their nominees. 10. The inventor hereby also covenants with the company that unless this agreement shall be determined in manner aforesaid he will not, save as or otherwise on behalf of the coinpaiiy, at any time here- after manufacture or assist in the manufacture of rubber or in the prepar- ation thereof for the market, whether V)y means of the said secret process or method or otherwise howsoever. n. It is hereby agreed between the parties hereto that every director or officer of the company, or other person to whom the said secret process 1508 CORPORATION FORMS AND PRECEDENTS. or method shall be disclosed in accordance with the provisions hereof, shall be required, before such disclosure is made, to enter into a covenant Mith the company not to disclose the said process or method to any other per- son whatsoever without the consent in writing of the directors of the company. In witness, etc. See generally as to the issue of stock for property, Cook on Corporations, §§18-24, 43-50, 423, 466; Clark & M., Corp., §§380-388. Form 1810. AGREEMENT TOR SALE OF CARS. Chicago, 111., Jan. 28th, 1903. Santa Fe Land & Improvement Co., Chicago, 111. — Gentlemen: We pro- pose to build for you and deliver f. o. b. tracks of the Atchison, Topeka & Santa Fe Railway Company at any junction point, our option, between Chicago and Kansas City, inclusive, 1,200 36-foot box cars of 60,000 pounds capacity at price, and under specifications, terms and conditions as expressed hereafter. Price: Eight hundred and nineteen dollars ($819.00) each. Specifications to be in accordance with the specifications of the Atchison, Topeka & Santa Fe Eailway system No. 126, dated Topeka, Kansas, Jan- uary 9, 1903, a copy of which is attached to and made part of this agree- ment. In said specifications it is understood that where yellow pine is specified it means long leaf yellow pine. Cars to be provided with two name plates, in suitable location on cars, reading "This car is ihe property of the Santa Fe Land Improvement Company." It is understood that you will furnish the following material on receipt of proper order from us, giving dates of delivery, at the prices and places of delivery named ^elow: Air Brake, $30.00 per car f, o. b. Wilmerding. Brake Beams, $12.40 per car f. o. b. Detroit. Truck Transoms, Bolsters and body bolsters, $142.00 per car f. o. b. East St. Louis. Journal Boxes, $18.40 per car f. o. b. Chicago. Journal Bearings, $12.65 per ear f. o. b. your works. Draft Rigging, $20.40 per car f. o. b. your works. Springs, shaft and bolster, $14.80 per car f. o. b. your works. Couplers Trojan, not including brackets, $18.00 j)er car f. o. b. your works. Roof (Murphy), $25.50 per car f. o. b. your works. Total for material furnished $294.15 per car. We agree to accept the above material from you and pay to you the prices for same named above. Delivery: We guarantee to deliver the above cars during months of .luly and August, 1903, provided that if we desire, in order to ofTeet de- livery of all the cars prior to August 31st, we may commence delivery of the cars prior to the 1st of July; delivery contingent, however, upon strikes, accidents, fires and other causes unavoidable and beyond our control. Terms: Cash on arrival of cars on tracks of the Atchison, Topeka & Santa Fe Railway Company, as provided herein in lots of 25, inspector's MISCELLANEOUS CORPORATE INSTRUxMENTS. L509 certificate to be attached to invoice, provided that no payments shall be- come due and payable prior to the first day of July, 19U3, but on that date payments shall be made for such cars as may have been delivered prior to the first (lay of July, and thereafter as cars are delivered. This letter is writttMi in duplicate and your acceptance hereon will con- stitute a contract between us. Standard Steel Car ('om[)any, J. .M. Hansen, President. Accepted: Santa Fe Laud & Improvement Company, By W. B. Jansen, Vice President. The above agreement was held to be clear and unambiguous in Bush v. Export Storage Co., \'.W Fed. IMS, where it was held that the above instru- ment was a contract of sale and not of bailment. See Arbuckie v. Kirk Patrick, 98 Tenn. 221, 29 S. W. 3, 36 L. R. A. 285, 60 Am. St. Rep. SiA. See for form of agreement for management of mining property, Connolly V. Bouck, 174 Fed. 312. See for form of agreement between hoblers of option for advancement of money by assignee and reduction of royalties and conveyance of property to a corporation and for form of agreement for reduction of royalties, Billings v. Shores, 151 Fed. 371. See for form of agreement for sale of minerals. Brown v. Wilmore Coal Co., 156 Fed. 143. See for agreement for sale of mining claim, Fulkerson v. Chisna Min. Co., 122 Fed. 782. Form 1811. AGREEMENT TO EXPEDITE DELIVERIES OP MATERIAL. Memorandum of agreement, made this fourth day of March, 19U8, by and between , of Pittsburg, Pennsylvania, and Company, of New York, New York: I hereby agrees to expedite the deliveries of structural steel for Company, including cast-iron columns and bases, with the exemption expressed in paragraph III of this agreement, for a period of two years, commencing April 1, 1908, with the privilege to either party to terminate this agreement within one year by giving written notice to the other party on or before December 31, 1908; it being further agreed by that if, for just cause, his services under this agreement are unsatisfactory and unacceptable to Company, this agree- ment is terminable upon the part of Company upon the giving of thirty days' written notice to of Company's intention to terminate this agreement upon the date stated in said written notice. II. It is mutually understood and agreed by and between and Company that the services of covered by this agreement are as follows: Generally, the securing of the delivery of the structural steel and cast iron necessary in Company 's business, at the times and in the manner required by Com- pany; supervising the entering of the rolling lists and following them through the fabricating company's offices and the rolling mills, until the plain material has been delivered at the shops of the fabricating company; to supervise the making of shop drawings, the fabrication and shipment 1510 COKPORATION FORMS AND PRECEDENTS. of finished material, and, where necessary, to trace cars and expedite move- ment of such cars to destination; to keep in conmiunication with Company through its chief engineer, reporting once weekly, or whenever requested, the condition of the work at the mills and iu the shops as to plain and finished material. III. For and in consideration of the services above described, Company agrees to pay , at the rate of forty cents (40c) per ton of 2,000 pounds, and to give to all its tonnage, including cast-iron columns and' bases, with the exception of such cast-iron columns and bases, obtained outside a territory inclosed by a radius of fifty (50) miles from Pittsburg, Pennsylvania. IV Company hereby agrees that not over one-third of its total tonnage, covered by this agreement, will be placed outside of the Pittsburg territory above described. V. If more than one-third of Company's entire tonnage, exclusive of the cast-iron columns and bases exempted under paragraph III of this agreement, is placed outside of the said Pittsburg territory, Company agrees to pay at the rate of fifty-five cents (55c) per ton of 2,000 pounds on such excess tonnage over the one-third of the total tonnage placed outside the said Pittsburg territory; the adjustment as to such excess tonnage to be made the 1st day of April of each year. VI Company agrees to make payments for the mate- rial expedited not later than the fifteenth (15th) day of each calendar month for the tonnage of finished material shipped during the preceding month. In witness whereof, the parties hereto subscribe their respective names. (Signatures.) The above agreement was construed and upheld in Vandevort v. Thomp- son-Starrett Co., 182 Fed. 875. Form 1812. AGREEMENT FOR PRIVILEGE OF SALE OF MACHINERY. Memorandum of Agreement made and entered upon the day of , 19 .... , by' and between the Company, a corporation organized and existing under the law of the State of , hereinafter termed the party of the first part, and the Engineer- ing Company, a corporation organized and existing under the laws of the State of , having its principal offices at Street, , hereinafter termed the party of the second part, wit- nesseth : (1) The party of the first part hereby gives to the party of the second part the exclusive privilege of sale of its machines and as- sociated machinery and apparatus for use in the States of , (except City), Connecticut (west of the Kiver only), (east of and including the City of only), New Jersey (except the City of ), , and , subject to the ensuing exceptions, terms and conditions. (2) The party of the second part accepts such privilege of sale and MISCELLANEOUS CORPORATE IXSTRU.MEXTS. 1511 agrees to in every reasonaljle way continuously use its best efforts to pro- mote the sale of the .said machines ami ma- chinery in the territory aforesaid, and to continuously do m'erything within its power to maintain and enhance the trade jirestif^e of the said machinery of the party of the first part in said territory. To this end the party of the second part has already established ainl is to continuously maintain cred- itable sales offices and efficient sales representation in the Cities of , , and (3) The party of the second part is to neither handle nor sell nor to be in any way interested in the handling or sale of any other kind of machinery; nor of any other kind of machinery, without the written consent of the party of the first part ; nor shall it undertake the special representation or sale of any apparatus or machinery directly associated wi(h power plants or other uses of machinery where its representation or haudliuj^ of same may ])e likely to result in competitive trade antagonisms detrimental to the sale of the ma- chinery of the party of the first part. (4) The party of the second part shall at all times rigidly and uni- formly maintain the prices currently estal)li.«hed by the party of the first part for its machines and machinery, and also as strictly conform to such terms of sale and other selling and ordering con- ditions as may be currently determined and required by the party of the first part; (5) The party of the second part shall act as a dealer on its own ac- count in the sale of the machinery covered hereby and shall be entitled in its purchase thereof from the party of the first jiart to a dis- count of ten (10) per cent, from the regular net selling prices currently established by the party of the first part, upon the basis of net cash pay- ment to be made within seventy (70) days from date of invoice therefor, and subject to a further discount of five (5) per cent upon such regular net selling prices, making fifteen (15) per cent, in all, provided such net cash payment be made to the party of the first part within sixty (60) days from date of invoice. (6) The party of the first part will use its best efforts to fill promptly acceptable orders from the party of the second part, but it shall not be liable to the said party of the second part for any damage or other con- sideration in case the demand for machinery exceeds its ability to- supply the same, nor for any delay upon its part in doing so by reason of delays of transportation carriers, fires, strikes, riots, floods, inability to obtain skilled labor, necessary materials, or associated apparatus, or any other case beyond its reasonable control. (7) The party of the first part reserves the privilege to exercise dis- cretion as to the amount of credit to be extended to the party of the second part ; and the title, ownership and right to possession of all ma- chinery purchased by the party of the second part hereunder shall not pass from said party of the first part until such machinery shall be fully paid for in cash, though this provision does not relieve the party of the second part from its obligation to make settlement for all invoices at maturity. (8) It is understood that there is excejited from the right of sale of 1512 CORPORATION FORMS AND PRECEDENTS. machinery covered hereby machinery for I purposes. (9) The privilege of sale given to the party of the second part in the aforesaid territory carries with it the right of sale in good faith to per- sons and concerns having recognized purchasing headquarters located within said territory, or whose consulting engineers vested with purchasing author- ity may be located within said territory, though the machinery purchased may be or go for use outside such territory, provided the machinery be for the own use of such purchasers or for use in their special lines of equip- ment or installation; it is understood and agreed, however, that the party of the first part reserves to itself and may give to other representatives in other territories siuular privilege of sale as may concern the territory of the party of the second part. (10) All questions arising as to the propriety and fairness of sales so made in one territory where the machinery may go for use into another territory, as well as any possible adjustment or division of the discount or commission thereupon, shall be left wholly to the decision of the party of the first part, and the party of the second part hereby obligates itself lo promptly comply therewith; though it is understood and agreed, however, that the party of the first part assumes no responsibility on its own account as between one agent and another beyond using its offices in their mutual interest. (11) Aside from the indirect privilege of sale reserved by the party of the first part under the provisions of clause (9), the party of the first part retains the right of direct sale of the machinery covered hereby into the aforesaid territory set aside to the party of the second part, with the un- derstanding and agreement that if such machinery be for use in said terri- tory the party of the second part shall be entitled to the same commission thereupon as if such sale had been made by or through it, while, if it be for use outside said territory, the party of the second part shall not be en- titled to commission. (12) It is further understood and agreed that the privilege of sale of the party of the second part carries with it the privilege of sale, not ex- clusive, of said machinery for use in the City of New York, and also to persons or concerns having their recognized purchasing head- quarters in said city when the machinery may be for actual use in the aforesaid specified territory of the party of the second part. (13) It is further understood and agreed that the party of the second part shall have the privilege of sale of said machinery in the Eepublic of Mexico and that while the party of the first part does not give such exclusive privilege to it for said country, it will give preference to it in such respect to the extent that the representation and work of the party of the second part in the said country may, in the judgment of the party of the first part, justify such protection. (14) The party of the second part has no authority to obligate the party of the first part to any third party, and the party of the first part assumes no responsibility for any proposal made, guarantee given, or con- tract entered upon by the party of the second part in the sale of said machinery, except to the extent of its written acceptance of an order embodying such proposal, guarantee, or contract from or through the party of the second part, and then only to the extent it may prove to MISCELLANEOUS CORPORATE INSTRUMENTS. 1513 be able in the circumstances to perform the same; and in no event shall the jjarty of the first part be liable to the ])arty of the second part or anyone else for damage, discount or commission in the case of machinery not delivered, accepted or fully paid for. (15) It is further agreed that as regards patents, alleged infringements, tests, delivery and installation of machinery, guarantees again.st electrical and mechanical defects, and in other respects not specifically covered hereby, the terms and conditions currently embodied in the regular con- tract forms of the party of the first part for the sale of ma- chinery shall apply to and be made a part of this agreement, to an extent in keeping with its purpose. (16) The term of this agreement shall be five (5) years from date, subject to earlier termination upon six (6) months notice in writing from either party to the other, or upon written notice from either party in event of the other party failing or ceasing to fulfill in good faith any of the obligations herein contained; such termination at any time to be without prejudice to the account which may be due from the party of the second part to the party of the first part ; and the neglect upon the part of either party on any occasion to enforce any provision of this agree- ment against the other party shall not debar it from enforcing such pro- vision on any other occasion or occasions, should it subsequently elect to do so. (17) The party of the second part assumes responsibility for the strict observance of all of the terms, conditions and provisions of this agreement by its employes and agents, and this agreement shall not be assigned or in any manner transferred by the party of the second part without the written consent of the party of the first part, (18) All previous understandings between the parties are merged into this agreement and this agreement is not subject to modification or change except in writing. In Witness Whereof the said parties have caused their respective names to be hereunto affixed, and this instrument to be signed by their respective officers thereunto duly authorized, and their respective seals to be hereto attached the day and year first above written. Company, [Corporate Seal] By .Attest: Its President. > Secretary, Engineering Company, [Corporate Seal] By Attest: Its President. 1 Secretary. See for form of agreement for exclusive sale of cement, Davis v. Alpha Portland Cement Co., 134 Fed. 274. 1514 CORPORATION FORMS AND PRECEDENTS. Form 1813. CONTRACT FOR SALE OF MACHINERY— PROPOSAL AND ACCEPTANCE. Proposal. The Company. General Offices : Street, New York. "Works : ' ^^ For and in consideration of the hereinafter named amount, we propose to furnish to (here insert name and address of person to whom proposal is made.) (Here describe machinery proposed to be furnished.) To be delivered f. o. b. cars at , , Our responsibility as to damage to material in transit ceases upon delivery of the material in good order to common carrier at Hauling material between points of delivery by railroad and site of erection is not provided for by this contract and if required must be done by the purchaser. For the sum of , payable in New York Exchange. One- half on presentation of sight draft with bill of lading. Balance 60 days from date of shipment. Foreign and mining shipments on presentation of bills of lading. We agree to exercise all reasonable care and diligence in the selection of material required for, and in the manufacture of such and to furnish without charge f. o. b. , any part of the and thereof which, under proper and normal conditions of use, may prove defective in workmanship or material within one year from date of installation of , provided written notice of the defect be given by the purchaser as soon as it is apparent. In no case shall we be liable for any loss or damage resulting from the non-operation of the plant in which the above specified material is used, due to any cause whatsoever. Delivery and erection as herein called for are contingent upon fires, floods, strikes, lockouts, riots, accidents in our own works or of those furnishing us with material, inability to obtain skilled labor or material, delays of trans- portation carriers and any other causes whatsoever beyond our control, which may delay or prevent delivery or erection. Until the material fur- nished shall have been fully paid for in cash, the title and right of posses- sion thereto shall remain in The Company and any payments made on account of the purchase price shall in case of any default in pay- ment be deemed to be for the use and wear of such material. The accept- ance of notes, or any renewal thereof, or any security for the purchase price shall not operate as a waiver or transfer of such title or right of possession. This proposal shall be void if not accepted within days. This proposal is made in duplicate and shall become a contract between the parties when accepted by the purchaser. There are no understandings between the parties as to the subject matter of this contract other than as herein set forth. All previous conwnunications between the parties hereto, either verbal or in writing, are hereby abrogated. Nor can this contract be MISCELLANEOUS CORPORATE LNSTRUMENTS. 1515 modified other than by a duly approved supplementary agreement signed by both parties. The (.'onipany, By " Acceptance. .* • •.•..... A.*y • • • • To The Company, New York. Cientlemen — We hereby accept the forogoing proposition. Yours truly, Signature See for form of construed agreement for sale of machinery, Cumner, etc., Co. V, Marine Sugar Co., 14G Fed. 240. See for form of a construed agreement to erect a garbage furnace, Parlin & Orendorflf Co. v. City of Greenville, 127 Fed. f);!. See for form of a construed agreement for sale of sjtrings, Delker v. Hess, etc., Co., 138 Fed. 648. See for form of contract for sale of malt, Marx v. American Malting Co., 169 Fed. 582. See for form of agreement for sale of entire product of manufacturer, Davis V. Bessemer, etc., Mills, 178 Fed. 184. See for form of construed agreement for sale of fertilizer held to effect a sale and nut a bailment, In re Ileckathorn, 144 Fed. 497. Form 1814. CONTRACT FOR SUPERSTRUCTURE OF BRIDGES. Bridge Company. Contract. This agreement, made this day of , 191. ., by and between the Bridge Company, of County, State of , a corporation organized under the laws of , and of County, State of , party of the second part, Witnesseth; That the said party of the first part for the consideration hereinafter mentioned, agrees to furnish all material and to construct, and complete ready for travel, the superstructure for bridge , over at or near , in Township, County, about from station, in County, on the line of ; said bridge to be built in accordance with the specifications attached, which are hereby made a part of this contract, and to be feet long extreme length ; to be built in span . . of feet extreme length ; to have roadway Teet clear width and footway feet clear w idth. The said party agrees to have the substructure ready for the erection of the superstructure and at right angles to the line of said superstructure, on or before the day of , A. D. 19....; and the said first party agrees to have the superstructure ready for travel on or before the day of , A. D. 19. . . ., and guarantees to have said superstructure, when completed to be capable of sustaining with safety, a uniformly distributed load of pounds ui)on each lineal bridge foot, exclusive of the .superstructure weight. 1516 CORPORATION FORMS AND PRECEDENTS. The second party agrees to promptly inspect and pass upon the -work and in consideration of the materials and labor to be performed by the said first party the second party agrees to pay to said first party the sum of Dollars, in the following manner, towit: It is also mutually agreed that if the weather is not such as to admit of the proper painting of the work, the non-painting is not to hinder settlement, but a reasonable sum may be retained to ensure its performance at a suitable time, otherwise the balance due is to be paid in full; said payments to be made as follows, towit : The party of the first part is not to be held responsible for delays that are beyond its control, such as may occur in transportation or be caused by the second party, nor is it to be held for unavoidable delays, such as may be due to the elements; acts of mobs; enemies of the government; Strikes of workingmen, or acts of Providence, and for all such delays a proper extension of time shall be allowed. Provided: That in case said second party fails to have the substructure completed and ready for said bridge by the date specified, said second party hereby agrees to pay said first party eighty per cent, of the contract price for said bridge on the delivery of the finished metal work at the bridge site. And for the performance of each and every article of this agreement the said parties hereby bind themselves by these presents. But it is mutually agreed and understood that no settlement or pay- ments under this contract shall become binding on said first party, unless made or acknowledged by one of its Agents having specific written authority to make settlement of, and receive payment under this contract. In testimony whereof, witness the signatures of said parties. Bridge Co., By Second Party. Form 1815. AGREEMENT FOR SALE OF COAL. This agreement, entered into this day of ,19 , by and between the Company, party of the first part, and & Son, party of the second part, both of the city of in the State of , witnesseth: That the said party of the first part agrees and binds itself to furnish and deliver, to the party of the second part, on board cars at , all the New Eiver E. O. M. steam coal from Colliery Company they may need from , 19...., to , 19...., approximating 3,000 tons more or less, and to ship the same in such quantities and at such times as the said party of the second part may from time to time direct, during the continuance of this contract, and at the following prices: All coal going to Station, $2.57 f. 0. b. C. & O. tracks; all deliveries to other parts of , where no switching charge is i MISCELLAXEOL'S CORPORATE INSTRUMENTS. 1517 made on coal, at $2.60 per net ton of 2,000 lbs, delivered. Said party of the first part further agrees that should the general market value of coal decline during the lifetime of this contract, based on the wage scale at the mines or reduction in freight rates, then the said party of the second part is to have advantage of whatever reduction is made on all coal shipped after the said reduced rates are put into eflfect. In consideration of the above, the i>arty of the second part agrees to buy from the party of the first i)ar* all the New Kiver K. O. .M. steam coal it may need, as hereinbefore specified, and to pay therefor to the party of the first part at the prices set forth above on or before the 20th of each calendar month for all shiimients made during the previous month. All settlements to be made on railway scale weights as ascertained at the usual points of weighing for these mines, and as shown on bills to be reniiered by party of the first part in accordance with the usages of the coal trade. Party of the second part is to pay all freights and deer Co. v. De Lisle. 107 Mo. App. 61.5; Barnes v. Leidigh, 46 Ore. 4.3; South Gardiner Lumber Co. v. Bradstreet, 97 Me. 16.5; State v. Meehan, 92 Minn. 28.3; Mc- llquhan v. Barber, 83 Wis. 50(1; Little v. Barry, 125 Mich. 211; Osborn v. South Shore Lumber Co., 91 Wis. 526; Bay v. Gravel, 72 Minn. 159; Dennis v. Montesano Nat. Bank, 38 Wash, 4.35; Wagar Lumber Co. v. Sullivan Co., 120 Ala. 558; Wilce v. Kelley Co. 130 Mich. 319. See for form of contract to log land and construction thereof by the court, Taber Lumber Co. v. O'Neal, 160 Fed. 596. See for forms of agreement for purchase and sale of lumber, Inman v. Dudley, etc.. Lumber Co., 146 Fed. 452; Parsons-Willis Lumber Co. v. Stuart, 182 Fed. 779; Eedwine v. Continental Eealty Co., 184 Fed. 851. Form 1820. FORM OF CONTRACT WITH UNITED STATES GOVERN- MENT (TREASURY DEPARTMENT). Contract between the United States of America and ., , of , Whereas, by advertisement duly made and published according to law, proposals were asked for ; and Whereas, the proposal of , furnished in response thereto, was duly accepted on the .... day of , 19...., on condition that execute a contract in accordance with the terms of bid. Now, therefore, this agreement, made and entered into by and between , Secretary of the Treasury, for and in behalf of the Ignited States of America, of the first part, and , of the second part, Witnesseth: That the party of the second part for the consideration hereinafter mentioned, covenants and agrees to and with the party ot the first part to furnish all of the labor and materials, and to do and perform all of the work required to in strict and full accordance with the requirements of drawings numbered and such other detail drawings as may be furnished to the party of the second part by 1524 CORPORATION FORMS AND PRECEDENTS. the Supervising Architect of the Unitea States Treasury Department ; the advertisement for proposals, dated , 19....; "General Instruc- tions and Information;" the specification for the work; the proposal dated , 19...., addressed to the said Supervising Architect by the said party of the second part; and letter dated , 19...., addressed to the said party of the second part by , Secretary of the Treasury, accepting said proposal; a true and correct copy of each, of which said papers is attached hereto and forms a part of this contract; and which said numbered drawings, bearing the signature of the said Super- vising Architect and the signature of the said party of the second part, are on file in the Office of the Supervising Architect of the United States Treasury Department, and are hereby made a part of this contract. And the said party of the second part further covenants and agrees that all of the materials used shall be of the very best quality; that all the work performed shall be executed in the most skillful and workmanlike manner; and that both the materials used and the work performed shall be to the entire and complete satisfaction of the said Supervising Architect. It is further covenanted and agreed that the entire work shall be com- pleted within from the date of the approval of the bond hereto attached; that any particular portion of the work herein provided for shall be completed within such reasonable time as may be hereafter definitely specified by the said party of the first part in written notice to the said party of the second part; and that should the said party of the second part fail to complete the entire work or any particular portion of the work within the time so specified, then the said party of the second part shall forfeit to the said party of the first part dollars per diem, as liquidated damages, for each and every day thereafter until the completion of the same; provided, that if, through any fault of the party of the first part, the party of the second part is delayed in the execution of the work included in this contract, the party of the second part shall be allowed one day additional to the time above stated for each and every day of such delay so caused, the same to be ascertained by the Supervising Architect; provided, further that no claim shall be made or allowed for damages which may arise out of any delay caused by the party of the first part. The party of the second part further covenants and agrees to hold and save the United States harmless from and against all and every demand, or demands, of any nature or kind, for, or on account of, the use of any patented invention, article, or appliance, included in the materials hereby agreed to be furnished under this contract. It is further covenanted and agreed by and between the parties hereto that the said party of the second part will, at own expense, comply with all municipal building ordinances and regulations, in so far as the same are binding upon the United States, and obtain all required licenses and permits, and be responsible for all damages to persons or property which may occur in connection with the prosecution of the work; that all work called for by the drawings and specifications, though every item be not particularly shown on the first or mentioned in the second, shall be executed and performed as though such work were particularly shown and mentioned in each, respectively, unless otherwise specifically provided; that all materials and work furnished shall be subject to the approval of the said Supervising Architect; and that said party of the MISCELLANKOKS CORPORATE IXSTKCMFATS. in2n second part sliall be responsible fur tlie proper care and protection of all materials delivered and work performed by until the com- pletion and final acceptance of same. It is further covenanted and agreed \>y and l)et\veen the j)arties hereto that the said i)arty of the second part will make any omissions from, or additions to, the work or materials herein provided for whenever required by said party of the first part; the valuation of such work and materials, if not agreed upon, to be determined on the basis of the contract unit of value of material and work referred to; or, in tiic absence of such unit of value, on prevailing market rates; which market rates, in case of dispute, are to be determined by the said Supervising Architect, whose decision with reference thereto shall be binding ujjon both parties; and that no claim for damages, on account of such changes or for anticipated profits, shall be made or allowed. It is further covenanted and agreed that no claim for compensation for any extra materials or work is to be made or allowed, unless the same be specifically agreed upon in writing or directed in writing by the party of the first part; and that no addition to, or omission from, the work herein sj)ecifically provided for shall make void or affect the other i)rovi- sions or covenants of this contract, but the difference in the cost thereby occasioned, as the case may be, sliall be added to or deducted from the amount of the contract ; and, in the absence of an express agreement or provision to the contrary, no addition to, or omission from, the work herein specifically provided for shall be construed to extend the time fixed herein for the final completion of the work. It is further covenanted and agreed by and between the parties hereto that all materials furnished and work done under this contract shall be sub- ject to the inspection of the Supervising Architect, the superintendent of the building, and of other inspectors appointed by the said party of the first part, with the right to reject any and all work or material not in accordance with this contract; and the decision of said Supervising Architect as to quality and quantity shall be final. And it is further covenanted and agreed by and between the parties hereto, that said party of the second part will at expense, within a reasonable time to be specified by the Supervising Architect, remedy or remove any defective or unsatisfactory material or work; and that, in the event of failure immediately to proceed and faithfully continue so to do, said party of the first part may have the same done and charge the cost thereof to the account of said party of the second part. It is further covenanted and agreed by and between the parties hereto that until final inspection ami acceptance of, and payment for, all of the material and work herein provided for, no prior inspection, jtnynient or act is to be construed as a waiver of the right of the party of the first part to reject any defective work or material or to require the fulfillment of any of the terms of the contract. It is further covenanted and agreed by and between the parties hereto that if the said party of the second part shall fail to complete the work herein contracted for, or any part thereof, in accordance with this agree- ment, within the time herein provided for. or shall fail to prosecute said work with such diligence as in the judgment of the party of the first part will insure tlie com{)k\tion of the said work within the time bereiuljefore 1526 CORPORATION FORMS AND PRF.CEDENTS. ^| provided, the said party of the first part may withhold all payments for work in place until final completion and acceptance of same, and is authorized and empowered, after eight days' due notice thereof in writing, served personally upon or left at the shop, office, or usual place of abode of the said party of the second part, or with agent, and the said party of the second part having failed to take such action within the said eight days as will, in the judgment of the said party of the first part, remedy the default for which said notice was given, to take possession of the said work in whole or in part and of all machinery and tools emplpyed thereon and all materials belonging to the said party of the second part delivered on the site, and, at the expense of said party of the second part, to complete or have completed the said work, and to supply or have • supplied the labor, materials, and tools, of whatever character, necessary f\ to be purchased or supplied by reason of the default of the said party of the second part; in which event the said party of the second part shall be further liable for any damage incurred through such default and any and all other breaches of this contract. And the said party of the first part, acting for and in behalf of the United States, covenants and agrees to pay, or cause to be paid unto the said party of the second part, or to , in lawful money of the United States, in consideration of the herein recited covenants arid agreements made by the party of the second part, the sum of And the party of the first part covenants and agrees that payment will be made in the following manner, viz: per cent. ( tenths) of the value of the work executed and actually in place, to the satisfaction of the party of the first part, will be paid from time to time as the work progresses (the said value to be ascertained by the party of the first part), and per cent. ( . . . . tenths) thereof will be retained until the completion of the entire work, and the approval and acceptance of the same by the party of the first part, which amount shall be forfeited by said party of the second part in the event of the nonfulfillment of this contract ; it being expressly covenanted and agreed that said forfeiture shall not relieve the party of the second part from liability to the party of the f first part for any and all damages sustained by reason of any breach of this contract. It is an express condition of this contract that no member of Congress, or other person whose name is not at this time disclosed, shall be admitted to any shjire in this contract, or to any benefit to arise therefrom; and it is further covenanted and agreed that this contract shall not be assigned. In witness whereof, the parties hereto have hereunto subscribed their ' names this .... day of , A. D. 19. . . . All erasures, alterations and inter- lineations to be noted here before execution. Secretary of the Treasury. Contractor, "Witnesses to the signature of the contractor: K MISCELLANEOUS CORPORATE INSTRl'MEXTS. 1527 We horohy certify that this contract and hond have been correctly prepared and i-oniparod. Chief of the Law antl l^eeords Division. Chief of the Computer's Division. Form 1820a. FORM OF BOND FOR CONTRACT WITH UNITED STATES (TREASURY DEPT). Rnow all men by these presents, tliat we, , of the City of , County of and State of , princii)al. . ; and , of the City of , County of , and State of J and , of the City of , and County of , and State of , sureties, are held and firmly bound unto the United States of America in the sum of dollars, lawful money of the United States, for the payment of which, well and truly to be made to the United States, we bind ourselves, our heirs, executors, and adminis- trators, jointly and severally, firmly by these presents. Sealed with our seals and dated this .... day of , A. D. 19. . . . The condition of the above obligation is such, that whereas the said ha.... entered into a certain contract, hereto attached, with , Secretary of the Treasury, acting for and in behalf of the United States, bearing date the .... day of , A. D. 19....: Now, if the said shall well and truly fulfill all the covenants and conditions of said contract, and shall perform all the undertakings therein stipulated by to be performed, and shall well and truly comply with and fulfill the conditions of, and perform all of the work and furnish all the labor and materials required by, any and all changes in, or additions to, said contract which may hereafter be made, and shall perform all the undertakings stipulated by to be performed in any and all such changes in, or additions thereto, notice thereof to the said sureties being hereby waived, and shall promptly make payment to all persons supplying labor or materials in the prosecution of the work contemplated by said contract, then this obligation to be void; otherwise to remain in full force and virtue. In testimony whereof, the said , principal, and , and , sureties, have hereunto subscribed their hands and affixed their seals the day first above written. Signed, sealed and delivered in the presence of: ) [SfjLL] ; [Seal] I [Seal] 1528 CORPORATION FORMS AND PRECEDENTS. Form 1821. CERTIFIED COPY OF CONTRACT WITH UNITED STATES (TREASURY DEPT.). United States of America. Treasury Department, ,19 Pursuant to Section 882 of the Eevised Statutes, 1 hereby certify that the annexed papers are true and correct copies of the original docu- ments constituting the contract and bond entered into by for , on file in this Department. In witness whereof, I have hereunto set my hand, and caused the seal of the Treasury Department to be affixed on the day and year first written. Secretary of the Treasury. See for forms of notice of reception of proposals for public work and form of bii], U. S. v. Stone, 177 Fed. 321. See for agreement to complete unfinished public work, and construction thereof, and for form of bond to complete such work, Hardaway & Powell V. Nat. Surety Co., 150 Fed. 46.5. See for form of guaranty of making contract for public work, if bid accepted, U. S. v. Stone, etc., Co., 177 Fed. 321, where extracts from the contract which was awarded to the bidder are set forth. Form 1822. AGREEMENT FOR RIGHT TO LAY WATER PIPES AND CONVEY WATER OVER LAND. This agreement, made the .... day of , 19...., between The Company, a corporation, party of the first part, and The Company, a corporation, party of the second part. Whereas, said party of the first part is the owner of a certain tract of land situate in the Village of , County of , and State of , bounded as follows: (Description.), which tract of land is more particularly described and delineated on the plat thereof attached hereto and marked Exhibit "A," and which tract of land will for brevity be hereinafter termed "said premises;" and Whereas, said party of the second part owns a certain manufacturing plant located upon a tract of land owned by it, situate in said Village of , lying west of said premises, and has ap[)lied to said party of the first part to grant to it such rights of conveying Avater taken from the canal delineated npon said plat, in, through and under said premises, for the purpose of said manufacturing plant so owned by said party of the second part, and such other rights of access and incidental rights as are hereinafter described, which said party of the first part has agreed to do upon the terms hereinafter expressed; Now this Indenture witnesseth, as follows: 1. In consideration of One Dollar (.$1.00) this day in hand paid by said party of the second part to said party of the first part, the receipt whereof is hereby confessed and acknowledged, and of the covenfmts on the part MISCELLAxNEOUS CORPORATE INSTRUMENTS. 1529 of said party of the second part hereinafter contained, said party of the first part hereby grants to said jiarty of the seconie and reasonable care should be observed by a pledgee to negative the existence of ostensible ownership in the pledgor, and to this end such means should be resorted to as fairly to inform or put third persons on inquiry; but the common-law doctrine of pledge does not require the adoption of such means of giving notice to the public as absolutely to insure to all persons dealing with the pledgor knowledge of the existence of the pledge, nor shoul.l it be so strained as to shock reason and negative in large measures the validity of pledges fairly made for the accomplishment of useful ends in extensive industrial operations. The signs and jdacards placed by the warehouse company on the leased premises being of such character as to attract the attention of persons of ordinary intelligence and capable of reading and understanding the English language, and being plainly visible to those visit- ing the premises and using reasonable care and circumspection, the ware- house company fullv discharged its duty to negative ostensible ownership 1534 CORPORATTQX FORMS AND PRECEDENTS. in the steel company. The fact that the steel company had some of its Q-R-n iinploilged property on the loasod premises could not, as against rea- sonable notice to the "public atl'orded by signs and placards, establish ostensible ownership in that company of the plcdge. Booz. [Seal] Vespasian Ellis. The above agreement was construed in Booz v. Philadelphia and Lewes Transp. Co.. 124 Fed. 430, where it was held that the provision that the owner should "have a lien upon all the property of the charterers inelud- 1540 CORPORATION FORMS AND PRECEDENTS. ing the wharf at, etc.," was not void for uncertainty when construed with other provisions of the charter party. See for another form of construed agreement for charter of vessel, Guffey Pet. Co. v. Coastwise Transp. Co., 168 Fed. 379; Graham v. Planters' Com. Press Co., 129 Fed. 253. Form 1829. ESCROW AGREEMENT TO BE ENDORSED ON ENVEL- OPE CONTAINING INSTRUMENT TO BE HELD IN ESCROW. The enclosed (here state the nature of the document, e. g., deed, con- tract, lease, or other document) dated , 19. . . ., made by as party of the first* part, to as party of the second part, is hereby delivered to (here state name of person to whom to be delivered), to be held by (him, them or it, as the case may be) on and subject to the following conditions: If shall pay in cash to said (here insert name of depositary) on or before , 19. . . ., the sum of $ , thereupon the said (here insert name of depositary) shall and (he, they or it) is hereby authorized, instructed and directed to deliver said (here insert nature of instrument) to said (here insert name of party to whom instrument is to be delivered) or to whomsoever he may in writing direct. If the said . . .■ shall not pay to the said (here insert name of depositary) the said sum of dollars ($ ) within the time above specified, then the said (here insert the name of said depository) shall return (here insert descrip- tion of instrument) to said (name of depositor), or to whom- soever the said (here insert name of depositor) may in writing direct. Dated , , 19 [Seal] [Seal] Witnessed by: (here insert name of depositary) accepts the custodianship of said escrow and hereby agrees to act as custodian of the escrow agree- ment herewith deposited, and to carry out the terms and conditions of this deposit. Dated , 19 [Seal] Form 1830. LETTER FOR DEPOSIT OF DOCUMENTS SUBJECT TO CONDITION. October 14, 1887. First National Bank, — Dear Sirs: I herein hand you my deed to the Consolidated Coal & Iron Company for 465 acres of land adjoining ; also assigninont by MISCELLANEOUS CORPORATE LNSTRUMENTS. 1G41 of judgment vs ; also agreement to procure an assignment of judgment in favor of & — all of which papers I send you at the request of , of your city, for greater convenience of payment by him of the consideration named in the deed inclosed, viz., $41,L'16. Upon payment of this sum you will please deliver to his order the deed and other papers inclosed, and not otherwise. 1 retain full control over the deed and papers, and you will please consider that you receive them, not in escrow for both grantor and grantee, but subject to my order, unless he Jiay in the money before tliey are recalled by me. Please acknowledge receipt of these papers, and advise me should the money be paid in. Very truly yours, See Welch v. Farmers' Loan & T. Co., 165 Fed. 561. See Forms 1135, 1257-1259, 1320, 1362, 1575, supra. Form 1831. RECEIPT FOR DOCUMENTS DEPOSITED IN TRUST. , October 15, 1887. Received of one deed and two assignment papers, to be held in trust and to the order of , but to be handed over to if said shall pay into this bank to the order of said the sum of forty-one thousand two hundred and sixteen ($41,- 216.00) dollars before said shall order otherwise. Kespectfully, , Cashier. To , , See Welch v. Farmers' Loan & T. Co., 165 Fed. 561. Form 1832. ORDER TO DELIVER DOCUMENTS. November 12, 1887, Wellston, Ohio. First National Rank, —Dear Sir: You are hereby authorized to deliver to the Consolidated Coal & Iron Com- pany, of , the deed and assignments within mentioned as soon as the draft for $30,000 this day given me by you on New York City has been paid, as T have agreed with the consent of the within-named to accept the said $30,000 cash, and the obligation of said Company to convey to me 50 lots in Wellston in full payment of the con- sideration price of said 465 acres, and said judgments. Yery truly, See Welch v. Farmers' Loan & T. Co., 165 Fed. 561. 1542 CORPORATION FORMS AND PRECEDENTS. rorm 1833. LETTER TO CUSTODIAN OF ESCROW AGREEMENT, Denver, Colo., Febry. 12, 1898. , Esqr'., — Dear Sir: We enclose in sealed envelope a document which we desire to place in your hands as escrow holder — to be delivered to Lumber Co. of your city at such time as Mr may cease his connection with or his successor in lumber business in Denver, Colo., otherwise to hold same until such time as you may be called upon to deliver the document referred to — to either party on an Oider signed by both the parties whose signatures are appended. See Pacific Lumber Co. v. Moffat, 134 Fed. 836. See for form of assignment of concession and agreement to hold assign- ment in escrow, Havana City Ey. v. Ceballos, 139 Fed. .538. Form 1834. AGREEMENT WITH BANK ON OBTAINING CREDIT. In consideration of granting any credit by the said Bank, the undersigned agrees that, in ease of failure or insolvency on the part of the undersigned, * * * all or any of the claims or demands against the undersigned held by said bank shall at the option thereof immediately become due and payable, and it is hereby understood and agreed that all moneys, funds, stocks, bonds, notes, and other property in the hands of the said bank belonging to the undersigned may at all times at the option of the bank be held and appropriated by the said bank to the payment of all notes, indorsements, obligations, or indebtedness in any form, matured or unmatured, made by the undersigned, which the said bank may hold. It is further agreed that the exercise of or omission to exercise such option or options in any instance shall not waive or affect any other or subsequent right to exercise the same. [Seal] Th^ above agreement followed a statement of assets, and was construed in Eastern Milling Co. v. Eastern Milling Co. of Pa., 146 Fed. 761. See for forms of statements of financial condition. Forms 1835-1837, post. Form 1835. STATEMENT FOR OBTAINING CREDIT (ANOTHER FORM). To The Company, Dated , 19 ... . Gentlemen: For the purpose of obtaining goods and merchandise from you, and for the purpose of obtaining extensions of time of payment of MISCELLANEOUS COUroliATE LXSTIU'MENTS. 1543 amount now due you, and of obtaininj^ future extensions on amounts here- after beconiinfr due to you from nie, I hereby make you the following statement and representations of my present financial circumstantes, re- sources and liabilities, wealth, mercantile respectability, and connections, which said statements and representations are made by me to you for the sole and express purpose of obtaining goods, wares and merchandise from you, to be paid for in the future, and as a basis of credit with you, both for present purchases and extensions of time of payment, and also for goods and merchandise obtained or purchased from you for and during the period of two years from this date, and I hereby bind myself, and agree to immediately notify you of any and all changes in or of my busi- ness matters, during the period above named; and particularly of any change in my financial condition or circumstances, which notice shall be full and complete, and shall be and become a part of this statement. Assets, Goods on hand, actual value $ Cash in bank Real estate, not a homestead, cash value Liabilities. Owing for goods, not due, open account Owing for goods on hand, open account Owing for goods in transit, ojien account Bills payable Other liabilities not specified above ^j!. .♦.uv,'.. . . Kncumbrance on real estate ^,.-,5^^.^ Amt. of insurance on mdse Individual names of firm i'otal assets $ Total liabilities Amt. of assets over liabilities $ (Signed) See Form 1834, supra Form 1836. STATEMENT FOR OBTAINING CREDIT. To The Company, The undersigned, for the purpose of procuring credit from time to time from you for the negotiable paper of the undersigned or otherwise, furnish you with the following statement which fully and truly sets forth the finan- cial condition of the undersigned on the day of , 19...., which statement you can consider as continuing to be full and accurate unless notice of change is given you. The undersigned agree to notify you promptly of any change that materially reduces the pecuniary responsibility of the undersigned. 1544 CORPORATION FORMS AND PRECEDENTS. Assets. Liabilities. Eeal estate (asse'd value $ ) market value $ . Merchandise on hand, cost Merchandise in transit. . . Bills receivable Outstanding aect's, new Outstanding accounts 6 nios. old Cash in bank and on hand Machinery and fixtures. . Horse and wagon Other assets not specified above Total $. Mortgages $. Bills payable Amount due for mer- chandise on hand Amount due for mer- chandise in transit Other liabilities not specified above Loans from Banks or Trust Companies Total $. Description of Eeal Estate and in Whose Name. Do You Borrow on Accounts Receivable? What Banks or Trust Company are You Depositing With? Have You Given Judgment Notes to Any Person or Firm to Secure them ? Answer To What Extent are You Indorser on Other Paper? Answer Insurance Carried on Real Estate On Stock Do You Carry Life Insurance? What Amount? To Whom Payable? The above is a true statement of our condition this day of , 19 (Signed) Indorsed: "Statement of , made , ]9 " A similar statement was involved in In re Kaplan, 141 Fed. 463. See Form 1834, supra. Form 1837. STATEMENT FOR CREDIT (COPARTNERSHIP). Credit Department. Office of The Company, , ., 19... Style of firm: P. O. Gentlemen : Below we give you a full and correct statement of our affairs for the purpose of establishing a credit with you: MISCELLAXP]01TS CORPORATE INSTRUMENTS. 1545 Assets. 1. Actual value of stock on liaiwl $ 2. Notes and accounts good and collectible $ 3. Cash on hand and in bank $ 4. Real estate at present cash value, excluding homestead $ $ 5. Other assets, consisting of $ Total assets $ . Liabilities. 6. For mdse. on open account, not due ) . 7. For nidse. on open account, past due ( 8. For nulse. closed by note or acceptance $ 9. For borrowed money to bank $ 10. For borrowed money to friends $ 11. For borrowed money to relatives $ IL'. For advances from your comm'n merchant $ 13. Mortgage or deed of trust on real estate $ 14. Endorsers or security for other parties $ Total liabilities $. 15. Do you, or any member of your firm, owe any private or confidential debts? $ IG. How much do you consider yourself worth, net? $ 17. Former location IIow long in business? 18. Former occupation? Amount of annual sales 19. Building insured for $ 20. Stock of goods insured for $ 21. What bank do you do business with? Give names of houses of whom you buy principally and amount you owe each. Names. Amount. Names. Amount. $ $ $ $ $ $ $ $ $ $ $ $ ..." $ $ Individual names of partners : By whom signed : (Sign here full name of firm.) See In re Norland and McKeithen, 184 Fed. 144. See Form 1834, supra. 1546 CORPORATION F0KI\1S AND PRECEDENTS. Form 1838. STOCKHOLDERS' GUARANTY FOR CREDIT TO BE EX- TENDED CORPORATION BY BANK. Whereas, the Company, a domestic corporation formed under the laws of , desires to obtain loans, discount^ credits, and other pecuniary accommodations of and from the National Bank of , N. Y. ; and Whereas, the said bank requires security for such loans and discounts and for all other indebtedness or liability of the said company to it; and Whereas, the undersigned are interested in said company as stock- holders, or otherwise, and are willing to become such security: Now, therefore, for the purpose aforesaid and in consideration of the sum of One Dollar to each of us duly paid at the ensealing and delivery hereof, and for other good and valid considerations, the receipt of which is hereby acknowledged and confessed, we, the undersigned, do hereby jointly and severally for ourselves and each of our heirs, executors and administrators, guarantee and warrant unto the said bank, its successors and assigns, the prompt payment at maturity of each and all the notes, checks, drafts, bills of exchange, and other obligations in writing of every name and kind, made, signed, drawn, accepted or endorsed by the said Company, which the said bank now has, or which it may hereafter have, hold, purchase or obtain within one year from date hereof, but our liability hereunder shall not at any time exceed the sum of Fifteen Thousand Dollars ($15,000), and interest thereon. And in case default is made in the payment at maturity of any of the above-mentioned obligations, or in the payment of any lawful claim or demand held by said bank against said company, we do hereby jointly and severally covenant, promise and agree to pay the same to the said bank, its successors or assigns upon demand. This instrument is intended to be a full, complete and perfect security and indemnity to the said bank to the extent and for the time above stated, for any indebtedness or liability of any kind owing by the said company to it from time to time, and to be valid and continuous without other or further notice to us or to any of us. Tn witness whereof, we have hereunto set our hands and our respective seals this 31st day of January, A. D. one thousand nine hundred and one. [Seal] [Seal] [Seal] [Seal] [Seal] [Seal] (Acknowledged same day.) This agreement of guaranty was construed, and the nocessity nf demand considered in First Nat. Bank v. Story, 103 New York Su))p. 233. See generally as to the guaranty of corporate obligations by stockholders, Cook on Corporations, § 76. See for form of agreement by directors to lend money to rehabilitate em- barrassed trust company, Koster v. Lafayette Trust Co., 131 N. Y. Supp. 799. See for form of agreement for guaranty of payment of drafts, Goldsmith V. First Nat. Bank, 96 N. E. (Tnd.) 503. See Forms 1596, 1648, 1689-1697, supra. MISCELLANEOUS CORPORATE LXSTRl'MENTS. 1547 Form 1839. GUARANTY FOR A CORPORATION. Agreement made this 19th day of ]klarch, 1897, between Herman D. Berner, residing at 2G73 Euclid Avenue, in the City of Cleveland, Ohio, and Jacob J. .Mayer, residing at the Arlington Hotel, in the city of Cleve- land, Ohio, and George Mamerow, residing at Irving Park, in the City of Chicago, Illinois, parties of the first part, and the National Lead Company, a corporation of \e\v Jersey, doing business at Xo. 28" Pearl Street, in the City of New York, of the second part, witucsseth: \Yhereas, the Berner-Mayer Company, a corporation organized under the laws of Ohio and doing business in the City of New York and at Cleveland, Ohio, is indebted to the National Lead Company in various sums of money for goods sold and delivered on open account and for other ac- counts; and whereas, the said National Lead Company has called upon the said the Berner-Mayer Company for security for its indebtedness to said National Lead Company, and has refused to permit the indebtedness of the said the Berner-Mayer Company to increase until the said present indebted- ness is amply secured; and whereas, the said parties of the first part are interested in the said the Berner-Mayer Company as stockholders and di- rectors thereof, and desire that tiie said National Lead Company shall con- tinue to sell goods to the said the Berner-Mayer Con [tany, and have requested it so to do; and. Whereas, the parties of the first part have agreed to furnish the said National Lead Company security for all accounts due and to become due from said the Berner-Mayer Company to said National Lead Company: Now, therefore, in consideration of the foregoing, and in consideration of the sum of one dollar and other valuable considerations to the parties of the first part in hand paid by the party of the second part at or before the ensealing and delivering of these presents, the said parties of the first part do jointly and severally, and for their heirs, executors and admin- istrators, guarantee to the said National Lead Company the payment to said National Lead Company, upon demand, of all moneys, debts, obliga- tions and demands, of whatever nature or character, now due or which may hereafter become due from said the Berner-Mayer Company to the said National Lead Company. Tn witness whereof the said parties of the first part have hereunto set their hands and seals this 19th day of March, 1897. Hermnn D. Berner. [Seal] Jacob J. flayer. [Seal] George Mamerow. [Seal] Tn the presence of R. ^f. Morley. Mamerow v. National Lead Co., 206 HI. 626. See generally as to agreements of stockholders to guarantee debts of the corporation, Cook on Corp., § 76. See for form of construed guaranty of accounts to a corporation, Gill v. Waterhouse, 17.'i Fed. 80.5. See note to form next preceding. 1548 CORPORATION FORMS AND PRECEDENTS. Form 1840. CONTRACT OF GUARANTY BY A CORPORATION. The Company, In consideration of One Dollar ($1.00) in hand paid to the nndersigned by you and of other good and valuable considerations moving to it from you and of your entering, at the request of the undersigned, into a contract with the Company (hereinafter for brevity termed "said Lighting Company"), for the sale to it of , on the terms and conditions described in said contract, a copy of which is hereto attached, the undersigned does hereby guarantee, promise and agree to and with you that the said Lighting Company will well and faithfully per- form and fulfill everything by said contract on its part to be performed and fulfilled, at the times and in the manner therein provided, and also that the payments provided for by said contract, whether in cash or notes, shall be promptly paid at maturity. The undersigned expressly waives and dispenses with any demand for performance of payment upon said Lighting Company and any notice to the undersigned of the acceptance of this guar- anty or of non-payment or non-performance on the part of the Lighting Company. The undersigned will also pay all legal or other expenses of or for collection of any payments provided for in said contract. You or the holder or holders of any note or notes provided for by said contract can grant any extension of time or indulgence to the Lighting Company for the payment of any sum or sums to become due under said contract, or renew said notes or any of them, or take any note or other obligation or any security for the payment of any sum or sums to become due under said con- tract, without notice to the undersigned and without thereby in any way releasing or affecting the liability of the undersigned. In witness whereof, the undersigned has caused these presents to be subscribed by its President and its corporate seal to be affixed and at- tested by its Secretary by express authority of its Board of Directors, this ". day of , 19.... Company, By President. Attest : Secretary. See generally as to the power of a corporation to execute contracts of guarantv, Cook on Corporations, §§ 774, 775; Clark & M., Corp., § 184. See for guaranty of bonds, Forms 1689-1697; supra. Form 1841. GUARANTY OF PAYMENT OF EXTENDED NOTES OF CORPORATION. Memorandum of agreement between the Southern Company and , > and , all of , parties of the first part, and , of .., party of the second part, witnesseth : Whereas, the Southern Company is indebted to the said iu sums as follows: $1,000.00, evidenced by note, due July 4, 1907, etc., etc. MISCELLAXKOrs CORPORATE INSTRl-.MKNTS. i040 Aggregating $21,704.89, evidenced by notes as above set forth; and $l,044.:i0 due on account, being purchase price of 227 bags of delivered on April 24, 1907, by the steamer "Kentucky;" and Whereas, tlie said Southern Company is unable to paj said sums or any of them at this time and desires an extension of time on some portion thereof for possibly as much as twelve months. Now, the undersigned, the said parties of the first part, being interested in tlie Southern Company, and for the purpose of inducing said , pMity of the second part, to grant such extension of time, and for the purpose of securing to said , party of the second part, the payment of said sums and all of them and the payment of such sums as an extension of time may be granted ui)on, the said parties of the first part, hereby promise and agree that they will pay or cause to be paid each and all of said above mentioned notes or any renewal thereof, in whole or in part, and will pay or cause to be paid said above mentioned account, and they and each of them, hereby jointly and severally, promise and agree to hold said , party of the second part, harmless against any and all loss, principal and interest at the rate of 8 per cent., from each and every one of said debts above mentioned, and guarantee and jiromise the payment thereof at nuiturity, or at such period of extension as may be agreed upon between the parties, not exceeding twelve months or any part thereof. In testimony whereof the ])arties hereto have hereunto set their hands and signed this agreement in duplicate, this 25th day of May, 1907. The foregoing agreement was construed in Jones v. Britt, 168 Fed. 853, See generally as to the guaranty of corporate obligations by stockholders, Cook on Corporations. § 76. See Forms 1839-1840, suprd, and notes thereunder. Form 1842. GUARANTY OF DEBTS OF CORPORATION TO LIMITED AMOUNT. January 16. 1903. To Charles D. Norton Company, I'liihulelphia, Pa. — Centlemen: In re- spect to the coal accounts of the Lehigh Valley Traction Company, the Philadelphia & Lehigh A'^alley Traction Company and the AUentown Electric Light (>c Power Coinpaiiy, resjiectively, with you, we hereby personally, jointly and severally make this contract of guaranty, to-wit : That to the e?:tent of twenty thousand dollars ($20,000) we guarantee the payment of any and all amounts due or to become due from the said companies or either of them to you for coal furnisheA, where it was helil that the al)()ve instrument was not a mere receipt, but was contractual in form and substance, :nid on its face explicit mid apparently complete. Form 1848. COVENANT NOT TO SUE STOCKHOLDERS ON ACCOUNT OF STOCK LIABILITY. This agreement made and entered into this .... day of , A. D., 19. . . ., by and between , of the City of , County of , and State of , party of the first part, and , of the City of aforesaid, , administrator of the estate of , deceased, and , of the City of , County of and State of , and and of the City of , County of and State of , parties of the second part, witnesseth: Whereas on or about , 19 .... , and executed and recorded in the office of the Register of Deeds of County, Wisconsin, a certain writing denominated "Articles of Incorpora- tion of the Construction Company," And whereas in the autumn of 19...., the said parties of the second part, including said , now deceased, with the exception of the said administrator as aforesaid, among others, did subscribe for certain shares of the capital stock of the Construction Company, And whereas the snid party of the first part claims to be a creditor of the said Construction Company on account of certain services rendered, labor and material furnished, and work done and performed for it between , 19. . . ., and 19 in the sum of , And whereas a suit at law has been brought in the District Court of the United States for the Division of the Judicial Dis- trict cf , bein*' r""i>"^red ..... wherein said party of the first 1554 CORPORATION FORMS AND PRECEDENTS. part is plaintiff and one who subscribed for Five Hiuidied Shares of the capital stock of said Construction Company anil otliers Ve defendants; ISow, therefore, in consideration of the sum of Dollars 1$ ) by the said parties of the second part to the said party of the first part in hand paid, the receipt whereof is hereby confessed and acknowl- edged, the said party of the first part does covenant and agree to and with the said parties of the second part that he will Kot sue them or any of them on account of any liability ou the part of them or any of them by virtue of their being the subscribers for or owners of any stock in the said .'.. Construction Company; provided, however, that this instru- ment shall be construed to be a covenant not to sue the said parties of the second part or any of them, and in no way, shape or manner, to constitute a release, or to affect in any way the liability of any persons other than the parties of the second part, as stockholders of the said Construction Company. And it is further covenanted and agreed that should said first party prevail in the above mentioned suit in the United States Court, he will protect and save harmless said second parties and each of them from any suit by the defendant in the above named action, his representatives or assigns, against said second parties or any of them for contribution on account of any judgment or satisfaction thereof, which may be obtained by said first party. In witness whereof the said parties hereto have hereunto affixed their bands and seals on the day and year first above written. [Seal] [Seal] [Seal] Administrator of the Estate of , deceased. [Seal] [Seal] [Seal] [Seal] See for covenants not to sue, Vogel v. Harris, 112 Ind,. 494; Eobertson v. Trammell 98 Tex. 364; Emerson v. Baylies, 19 Pick. (Mass.) 55; Russell V Adderton, 64 N. C. 417; Cuyler v. Cuyler, 2 Johns. (N. Y.) 186; Tomp- kins v. Clay St. R. Co., 66 Cal. 163; Morgan v. Butterfield, 3 Mich. 615; City oif Chicago v. Smith, 95 111. App. 335; Irvine v. Milbank, 15 Abb. Pr. [N. S.] (N. Y ) 378. Form 1849. AGREEMENT TO PAY MONEY WITH RELEASE AND OTHER STIPULATIONS. This agreement made this .... day of , A. D. 19. . . ., between ^ of County, , party of the first i)arty, and The Company, a corporation organized under the laws of the State of , party of the second part. Whereas, the said party of the first part hereto did, on the day of January, A. D. 19 , enter into a certain agreement with the said party of the second part hereto, which said agreement, together with the exhibits thereto attached and therein referred to, is hereto attached, marked MISCELLANEOUS CORPORATE TXSTRI^MEXTS. 1555 "Exhibit A," and made a part hereof^ and is In reinaltor iff.'iicd to as "said agreement of January ...., A. D. 19...."; and, Whereas, the said party of the first part did, on the .... day of Decem- ber, A. D. 19...., enter into a certain agreemont witli the Irrigation Company, a corporation organized under the laws of the State of , a copy of which said agreement, together with the exhibits thereto attached and therein referred to, is attached to said agreement of January ...., A. D. 19...., marked "Exhibit "A," and made a part thereof, and is hereinafter referred to as "said agreement of December, , A. D. 19 "; and. Whereas, the said party of the second part has advanced to the said party of the first part, in connection with said above named agreements, \he sum of Dollars ($ ), which said sum is now due and »wing by the said party of the first part to the said party of the second ;>art, and is evidenced by an itemized account of said advances, a copy of which account is hereto attached, marked "Exhibit B, " and made a part hereof ; Now, therefore, for and in consideration of the mutual promises and agreements hereinafter contained, and in further consideration of the lum of One Dollar ($1), ])y each of the parties hereto in hand paid to the 3ther, the receipt whereof is hereby confessed and acknowledged, and for other good and valuable considerations moving between the parties hereto, the existence of which is hereby confessed, It is hereby agreed by and between the parties hereto as follows: I. The said party of the first part has endorsed as correct said account for moneys so advanced by the said party of the second part to the said party of the first part, a copy of which said account is marked "Exhibit B, " as aforesaid, and does hereby agree that there is due by the said party of the first part to the said party of the second part, the said sum of $ , and does hereby agree to pay the said sum to the said party of the second part, or to whomsoever it shall direct. , II. The said party of the first part does hereby remise, release, and forever discharge the said party of the second part, and its successors, of and from all and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims, and demands, whatsoever, in law or equity, against the said party of the second part which the said party of the first part ever had, now has, or which he, his heirs, executors, administrators, or assigns, or any of them, hereafter can, shall, or may have, for or by reason of the said agreement of January , A. D. 19. . . ., or for or l)y reason of any other cause, matter, or thing, whatsoever, up to the day of the date of these presents, it being understood and agreed, however, that this release and discharge does not extend to, and shall not be construed as releasing or discharging, the agreeniont of the said party of the second part to pay to the said party of the first part the said sum of Dollars ($ ), as provided in Clause III of this agreement. III. The said party of the second part does hereby agree with the said party of the first part, that if the said jiarty of the second part shall sell, transfer, or assign its said claim for the said sum of $ so due to the said party of the second part from the said party of the first part, as aforesaid, to any person or persons, firm, or corporation, and shall 1556 CORPORATION FORMS AND PRECEDENTS realize the full amount of such account in cash received in consideration for such sale, transfer, or assignment of such account or claim of the said party of the second part against the said party of the first part, or from moneys received from notes or other securities satisfactory to the said party of the second part in consideration for such sale, transfer, or assign- ment, and that if the said party of the second part shall not be called upon' to make any further expenditure, or outlays, or payments, of any character whatsoever, or for any cause, to any person or persons, firm, or corporation, in connection with, or arising out of, said agreements, or either of them, the said party of the second part will pay to the said party of the first part, out of the amount so realized from such sale, transfer, or assignment, when such full amount shall be so realized in cash, the sum of Dollars ($ ). IV. The said party of the second part hereby waives and releases all claims to any profits which have accrued, or which may accrue, to it out of or by virtue of the said agreement of January , A, D. 19 ; and the said party of the second part does hereby remise, release, and forever discharge the said party of the first part, his heirs, executors, administrators, and assigns, of and from all and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judg- ments, claims, and demands, whatsoever, in law or equity, except as herein- after provided, which against the said party of the first part, the said party of the second part ever had, now has, or which it or its successors hereafter can, shall, or may have, for or by reason of any cause, matter, or thing, whatsoever, from the beginning of the world to the day of the date of these presents, it being understood and agreed, however, that this release and discharge does not extend to and shall not be construed as releasing or discharging the said party of the first part from his obligation to pay to the said party of the second part, and its assigns, the sum of money referred to in Clause I of this agreement, which said sum of money is, notwithstanding anything herein contained, due by the said party of the first part to th*e said party of the second part, and which said sum he agrees to pay to the said party of the second part. V. The stipulations and agreements aforesaid are to bind the executors, administrators, and successors of the respective parties. In witness whereof, the said party of the first part has hereunto set his hand and seal, and the said party of the second part has caused its corporate name to be hereunto aflSxed, and its corporate seal to be hereto attached. and these presents to be signed by its president and secretary, respectively, the day and year first above written. [Seal] '[Corporate Seal] The ^ Company, Attest By Its President. , -,. Its Secretary. Form 1850. GENERAL POWER OF ATTORNEY. Know all men by these presents, that I , of , have made, constituted and appointed, and by these presents do make, con- stitute and 9.ppo;.->t , true and lawful attorney, for me and in my MISCELLANEOUS CORPORATE INSTRUMENTS. 1557 name, piace, and sf oad, and for my use and benefit, to ask, de- mand, sne for, recover, collect and receive all such sums of money, debts, dues, accounts, loj,'acies, bequests, interests, dividends, annuities, and de- mands whatsoever, as are now or shall hereafter become due, owing, payable, or belonf^ing to me, and have, use, and take all lawful ways and means, in my name or otherwise, for the recovery thereof, l)y attachments, arrests, dis- tress, or otherwise, and to compromise and agree for the same, and acquit- tances or other suflicient discharges for the same, for me and in my name, to make, seal, and deliver; to bargain, contract, agree for, purchase, receive, ami take lands, tenements, hereditaments, and accept the seizin and possession of : II lands, and all deeils and other assurances, in the law therefor, and to lease, let, demise, bargain, sell, remise, release, convey, mortgage, and hypothecate lands, tenements, and hereditaments upon such terms and conditions, and under such covenants, as shall think fit. Also, to bargain and agree for, buy, sell, mortgage, hypothecate, and in any and every way and manner deal in and with goods, wares, and merchandise, choses in action, and other projjerty in possession or in action, and to make, do, ami transact all and every kind of business of what nature and kind soever, and also for me and in my name, and as my act and deed, to sign, seal, execute, deliver, and acknowledge such deeds, leases and assignment of leases, covenants, indentures, agreements, mortgages, hypothecations, bottomries, charter parties, l)ilis of lading, bills, bonds, notes, receipts, evidences of debt, releases and satisfaction of mortgage, judgment and other debts, and such other instruments in writing, of whatever kind and nature, as may be necessary or proper in the premises. And I authorize my said attorney one or more attorneys under him to substitute, and again at his pleasure revoke. Giving and granting unto , said attorney and his substitute or substitutes, full power aud authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I miqht or could do if personally present, I hereby ratifying and confirming all that , said attorney , or his substitute or substitutes shall lawfully do or cause to be done by virtue of these presents. lu witness whereof, I have hereunto set my hand and seal, the .... day of , one thousand nine hundred and Signed, sealed and delivered in the presence of: [Seal] (Add acknowledgment.) See Forms 1008, 1133, 1101, 11 9(), 1107, supra. Form 1851. POWER OF ATTORNEY WITH AN INTEREST. Know all men by these presents, that Company, a corporation duly organized and existing under and by virtue of the laws of the State of , has made, constituted and appointed, and by these presents does make, constitute and appoint of , in the State of , to be its true and lawful attorney, for it and in its name, place and stead, to sell or bargain the following described property, to 1558 CORPORATION FORMS AND PRECEDENTS. wit: (Describe property) with all the appurtenances thereof, upon tiic following terms and conditions, to wit: (Insert terms and conditions) hereby giving and granting unto its said attorney for a term of from this date, the sole and exclusive sale and exchange of the above described property, with full power and authority to do and perform all and every act and thing whatever, requisite and necessary to be done in and about the premises, with full power of substitution or revocation, hereby ratifying and confirming all that its said attorney or his substitute shall lawfully do or cause to be done by virtue thereof. And in consideration of One Dollar, to it in hand paid by its said attor- nev, the receipt whereof is hereby acknowledged, and for other good and valuable consideration, the said Company does hereby agree for itself, its successors and assigns, to pay its attorney, his heirs and assigns per cent, commission on the gross amount of such sale, bargain or exchange, whenever and by whomever sold, bargained or exchanged, together with the advertising and other expenses, provided such sale, bargain or exchange, be made before the expiration of the time granted, as above stipulated; and that should the said property be sold or bargained within the time above granted, by others, directly or indirectly, or from any order or right which it or others do or may possess in the premises, then and in that case, the commissions as above mentioned, to its said attorney shall not be lessened or decreased thereby, but shall thereupon immediately become due and payable; and also, that should it withdraw or cause to be withdrawn the said property, or any part thereof, from sale by him, it agrees before such withdrawal, to pay its said attorney, his heirs and assigns, all expenses incurred, and also the above named commissions, in full satis- faction of this agreement, hereby granting unto its said attorney, his heirs and assigns, a good, perfect and sufficient lien on the said premises for his said commissions, in ease of sale, bargain or exchange, or in case of withdrawal of the same from sale, for expenses incurred as before stated. It is expressly understood that in case of withdrawal of above described property, the said Company shall give its said attorney days' notice, in writing, of its intention; otherwise it shall remain in his control as aforesaid. In witness whereof, the said Company has caused these presents to be signed by its officers thereunto duly authorized, and its corporate seal to be hereunto affixed, this .... day of , 19.... Company, [Corporate Seal] By Attest: Jts President. Secretary. (Add acknowledgment for appropriate state.) Form 1852. POWER OF ATTORNEY TO PROSECUTE CLAIM AGAINST GOVERNMENT. Know all men by these presents, that The Company, a cor- poration organized and existing under the laws of the State of has made, constituted, and appointed, and by these presents does make. MiSCELLAXEOUS CORPORATE IXSTRCMENT8. 1559 constitute and appoint , of , its true ana lawful attor- ney , for it, and in its name, place, and steail, Lerel»y aauuiliny and revoking all former Powers of Attorney or authorizations whatever in the premises, to prosecute before any Department, or the Courts, or Committees of Congress of the United States until final eompletion, for it, its Claim for and to, from time to time, furnish any further evidence necessary or that may be demanded, giving and granting to its said attorney full power and authority to present and verify any petition or replication and to do and perform all and every act and thing whatsoever requisite or necessary to be done in and about the premises, with full power of substi- tution and revocation, hereby ratifying and confirming all that its said attorney or his substitute, may or shall lawfully do or cause to be done by virtue hereof, and the said attorney, or if he should die, his legal representative, is authorized to receive any draft or warrant that may be issued in settlement of said claim; also, in consideration of the obligations assumed on the part of said attorney, this Power of Attorney is irrevocable by said The Company, and any person who may have rights under the undersigned, shall recognize the same until said claim is settled and the draft issued in payment thereof is received by said attorney or his legal representative or his substitute. In testimony whereof, said The Company has caused these presents to be signed by its President, and its corporate seal to be hereunto affixed and attested by its Secretary this .... day of ,19 The Company, Attest : By Its President. Secretary. Signed, sealed and delivered in the presence of: (Two witnesses required.) STATE OF ,|gg County of ( Be it known, that on this .... day of , in the year nineteen hundred , before me, the undersigned, a in and for the said County and State personally appeared , the Presi- dent and , the Secretary of The Company above named, to me well known to be the identical persons whose names are signed to the foregoing Letter of Attorney, as such President and Secretary, and who executed the said Letter of Attorney on behalf of said The Com- pany, and the same, having been first fully read over to them and the contents thereof duly explained, acknowledged that they signed said Letter of At- torney on behalf of said Company and affixed the corporate seal of said Company to said Letter of Attorney, and delivered the same freely and vol- untarily as the act and deed of said The Company for the uses and purposes therein set forth, and I certify that I have no interest, present or prospective in said claim. In testimony whereof, I have hereunto set my hand and affixed my seal of office, the day and year last above written. [L. S.] (Official Signature.) 1560 CORPORATION FORMS AND PRECEDENTS. ^ 1, , ClerK of the County Cou and lor aforesaiil County and State, do certify that , Esq., who hath signed his name to the foregoing deehiration and affidavit was at the time of so doing in and for said County and State, duly commissioned and sworn; that all his official acts are entitled to full faith and credit, and that his signature thereunto is genuine. Witness my hand and seal of office, this .... day of , 19. . . . [Se.\l] Clerk of the (Note. This should be sworn to before a clerk of court, notary public, or justice of the peace. If before a justice or notary, then clerk of county court nuist add his certificate of character hereon, and not on a separate slip of paper.) See for form of agreement for arbitration of pending suit, Burrell v. U. S., 147 Fed. 44. Form 1853. POWER OF ATTORNEY TO SELL STOCK, AND RECEIVE DIVIDENDS. Know all men by these presents, that 1, . . ., , of , have made, ordained and constituted, and do hereby make, ordain and constitute , of , to be my true, sufficient and lawful attorney, for me and in my name, place and stead, to sell and transfer unto any per- son or persons whatever, and for such price as my said attorney shall think fit, .... shares of stock of the '. . . company (or bank), and also for me and in my name, place and stead, to make and pass all neces- sary acts of assignment, and to receive and give receipts for the considera- tion money arising from the sale thereof; and also for me and in my name, place and stead, to receive and give receipts for all interest and dividends now due, or that shall become due on the stock as aforesaid, until the sale and transfer thereof: Hereby ratifying and confirming all lawful acts done by my said attorney by virtue hereof. In testimony whereof, T, the said , have hereto set my hand and seal this' .... day of , in the year 19. . . . [Seal] Form 1854. POWER OF ATTORNEY TO TRANSFER STOCK. Know all men by these presents that I, , do make, constitute and appoint , of , my true and lawful attorney, for me and in my name and on my behalf, to sell, assign and transfer shares in the capital of The Company, belonging to me, and to receive the consideration money, and to give a receipt or receipts for the same, and for the time being, and generally to do all lawful acts requisite for effecting the premises, hereby ratifying and confirming all that my said attorney shall do therein. In witness whereof, T have hereunto set my hand and seal at MISCELLANEOUS CORPORATE INSTRUMENTS. 1561 this .... day of , in the year of Our Lord one thousand nine hundred Signed and sealed in the^ presence of: [Seal] Form 1855. REVOCATION OF POWER OF ATTORNEY. Know all nun by these presents, that The Company, a cor- poration ()r}i;aiiized and existinarties hereto, one to the other, the receipt whereof is hereby acknowledged; It is agreed by and between the parties hereto as follows: 1. That the said party of the first part shall and does enter into the service of the said party of the second part, as in its business of general contracting, for the period of one (1) year from the .... day of , A. D. 19. . . ., subject to the general control of the said party of the second part. 2. That the said party of the first part shall devote the whole of his time, attention, and energies to the performance of such duties as may be assigned to him by the said party of the second part, and shall not, either directly or indirectly, alone or in partnership, be connected with or concerned in any other business or employment whatsoever, during the said term of his employment, and shall serve the said party of the second part faithfully, diligently, and according to his best abilities in all respects, and use his utmost endeavors to promote the interests of the said party of the second part. 3. The fixed salary of the said party of the first part shall be the sum of One hundred Dollars ($100) ])er month, payable by the said party of the second part semi-montlily, from the commencement of the said service, on the first and fifteenth days of each month; it being understood and agreed, however, that the said party of the first part shall only receive for the month of , A. D. 19...., a sum bearing such proportion to said One hundred Dollars ($100) as the time of such employ- ment in the month of , A. D. 19...., shall bear to the entire month, such proportionate sum to be paid on , A. I). 19. . . . The reasonable traveling expenses and hotel bills while so traveling, 1564 AGREP:MENTS with employes. 1565 and the legitimate and reasonable expenses of the said party of the first part incurred in connection with the business of the said party of the second part, sliall be paid by the said i)arty of the second part, in addi- tion to the said fixed salary and at the same time such fixed salary is paid. An itemized statement of such travel inj^ expenses, hotel bills, and legitimate and reasonable expenses, shall be furnished by the said party of the first part to the said party of the second part. 4. All agreements, contracts, understandings, or arrangements which may have been heretofore made or had with reference to the employ- ment of the said party of the first part by the said party of the second part, or with reference to the compensation of the said party of the first part for or in respect to such employment, are hereby wholly abrogated, discharged, and annulled; it being hereby agreed that this writing con- stitutes and ex[)resses the whole agreement of the parties with reference to the employment, and compensation for or in respect to such employ- ment, of the party of the first part by the party of the second part; all promises, undertakings, representations, agreements, understandings and arrangements with reference to such employment and compensation being herein merged. 5. No person other than the Board of Directors of the party of the second part has authority to change or modify this agreement. In witness whereof, the said party of the first part has hereunto set his hand and seal, and the said party of the second part has hereunto caused its corporate name to be affixed, and these presents to be signed by its President and Secretary, and its corporate seal to be hereunto atfixed, the day and year first above written. ; [Seal] The Company, Attest : By . . . .• Its President. Secretary. See generally as to the powers of subordinate agents of a corporation, Cook on Corporations, §S 719-720; Clark & M., Corp., §§697-706. See as to contracts of employment, Jones v. Williams, 139 Mo. 1, .37 L. R. A. 682; Ehrlich v. Chevra, etc. Wizna, 86 N. Y. Supp. 820. See for form of agreement for employment of secretary, and petition in the Consular Court at Shanghai, China, American China Development Co. v. Boyd, 148 Fed. 258. Form 1859. AGREEMENT FOR EMPLOYMENT. Agreement made this day of , 19. . . ., between The Company, a corporation of the State of , first jiarty, and of , second party, witnesseth, that in consideration of One Dollar in hand paid by each of the parties hereto one to the other, and for other good and valuable considerations, it is hereby agreed as follows: Said first party hereby agrees to employ said , for a period of one year from December twenty-sixth, nineteen hundred and five at a salary of fifty dollars per week, payable weekly. Said second party hereby agrees to accept said employment and devote his entire time and best energies to fulfilling the duties imposed upon him, 1566 CORPORATION FORMS AND PRECEDENTS. and tliat he will not for a period of one year from said date become inter- ested in or engaged in any other business; and that he will not devote any time to any other business or be connected with any other business. The Company, By Its A writing practically similar to the above was construed in Meyerson v. Hart, 167 Fed. 9G5, and held to be complete in itself. It was sought to show by parol that the employee should be employed only as a fireman, but it was held that no such condition could be added. See Development Co. V. King, 161 Fed. 91. Form 1860. AGREEMENT FOR THE APPOINTMENT OF A MANAGER BY A COMPANY. An agreement, made this day of , A. D. 19 , between The Company, a corporation, (hereinafter called ' ' the Company, ' ') party of the first part, and , of , party of the second part, witnesseth that for value received and in considera- tion of the mutual covenants and agreements herein contained, it is hereby agreed as follows: 1. The said shall be the general manager of the Company, and as such general manager shall perform the duties and exercise the powers which from time to time may be assigned to or vested in him by the by-laws of the Company. 2. The said party of the second part shall hold the said office during good behavior for the term of years from the date hereof. 3. The said party of the second part shall, during the said term, devote the whole of his time, attention and abilities to the business of the Com- pany, and shall obey the orders from time to time of the Board of Directors, and in all respects conform to and comply with the directions and regu- lations given and made by them, and shall well and faithfully serve the Company and use its utmost endeavors to promote the interests thereof. 4. There shall be paid to the said party of the second part, as such general manager, a salary of $ per annum. 5. The said salary shall commence from the date hereof, and shall be paid monthly on the day of , etc., the first monthly payment to be made on the day of next. 6. • The said party of the second part shall be at liberty to resign the said ofiice at any time upon giving to the Company two calendar months written notice of his desire so to do, and the Company may terminate this contract of employment upon giving to said party of the second part a like notice of its desire so to do. In witness whereof, said The Company has caused these presents to be signed by its President and its corporate seal to be hereunto affixed and attested by its Secretary and the said party of the second part has hereunto set his hand and seal the day and year first above written. [CORPORATK Seal] The Company, Attest: By President. Secretary. [Seal] AGREE.AIEXTS WITH EMPLOYK.S. 1567 See as to the powers of a geiieral manager, Cook on Corporations, § 719; Clark & M., Corj)., § 700; Ealeigh, etc., R. Co. v. J'lillinan Co., ll'2 Oa. 700; Miillcr V. Swaiitoii, 140 ( al. l'4'.t; Centreville, etc., Ditch Co. v. Hawver Lum- ber Co., 140 Cal. 383; Stuart v. Staten Island Clay Co., 65 N. J. Law 546. Form 1861. AGREEMENT FOR THE ENGAGEMENT OF A MANAGER OF A COMPANY. An agreement niado the .... day of , between the Comiian}', a corporation organized and existing under the laws of the State of (hereinafter called the company), of the one part and of (hereinafter called the manager) of the other part. Whereby it is agreed as follows: 1. The Company will employ the manager and the manager will act as the manager of the company for the term of .... years from the .... day of next and thereafter until this agreement shall l)e determined by either party hereto giving to the other (....) months' notice in writing of such intended determination. 2. During the continuance of this agreement the manager shall devote the whole of his time during the business hours of the company to the business of the com{)any and shall use his best endeavors to promote the interests and welfare of the company. He shall not either before or after the termination of this agreement disclose to any person what- soever any information relating to the company or its customers or any trade secrets of which he shall become possessed while acting as manager. 3. The manager shall not without the permission of the directors directly or indirectly hold or deal in any shares of ihe company or of any other company carrying on a similar business. 4. The manager shall exercise and carry out all such powers and duties and shall observe all such directions and restrictions as the board of directors may from time to time confer or impose upon him but in default thereof the manager shall control the general management of the business of the company and shall have power to appoint and dismiss all the clerks and servants of the company (other than the secretary) and to enter into any trade contracts on behalf of the company in the ordinary way of business and to do all other acts and things which he may consider necessary or conducive to the interests of the company. 5. The manager shall be entitled by way of remuneration for his services to an annual salary of $ to be paid quarterly on the usual quarter days and also to a commission of per cent, on the not profits of the (fbmpany in each year. Such net profits shall be certified by the auditors of the company and their certificate shall be conclusive. 6. The manager shall be entitled to take (.... weeks) consecutive holidays in each year at a period to be approved of by the board and such other holidays not exceeding a total of (....) days in any one year as the board may from time to time approve. 7. • If the manager shall at any time be incapacitated by illness or otherwise from performing his duties as manager for three consecutive calendar months or if he shall in the opinion of the board be or become 1568 CORPORATION FORMS AND PRECEDENTS. in any way unfit to act as manager the company may by three calendar months' notice in writing put an end to this agreement notwithstanding anything hereinbefore contained. 8. The manager shnll not at any time within (five) years from the determination of this agreement either solely or jointly with or as agent for any other person, firm or company directly or indirectly carry on or be engaged, concerned or interested in carrying on within the United States the trade or business of or any other trade or business similar to any trade or business carried on during the period of his employment by the company (except with the consent in writing of the directors of the company for the time being). In witness, etc. (Signature and seal of company and signature and seal of manager.) See as to the powers of a general manager, Cook on Corporations, § 719; Clark & M., Corp., § 700. See for form of agreement for employment of salesman on commission. In re Dexter, 158 Fed. 788. Form 1862. CONTRACT FOR EMPLOYMENT OF GENERAL AGENT. .Memorandum of agreement made in duplicate, and entered into this .... day of , in the year of our Lord, one thousand nine hundred and Between the Steamship Company, Limited, a body corporate, incorporated by special act of the Parliament of the Dominion of Canada, (hereinafter called the company) of the first part, and of J in the county of , and commonwealth of , general agent, of the other part. Whereby it is agreed as follows: (1) The said shall be the general agent of the company, and as such general agent shall do and perform the duties and exercise the powers which from time to time may be assigned to or vested in him by the directors of the company. (2) The said shall hold said office subject as hereinafter provided, for the term of five years from the .... day of , 19. . . . (3) The said , unless prevented by ill health, shall during the said term devote the whole of his time, attention, and ability to the business of the company, provided, however, that he, the said , may act as agent for various steamship lines, it being expressly understood and agreed between the parties hereto that all commissions and wharfages received by him as said agent, shall be paid over by him to the company, and shall become the revenue of the company. The said shall obey the orders from time to time of the board of directors, and in all respects conform to and comply with the directions and regulations given and made by the board of directors, and shall well and faithfully serve the company, and shall use his utmost ability to promote the interests thereof. (4) There shall be paid to the said as general agent salary as follows: The sum of three thousand ($3,000) dollars per annum. (5) The said salary shall commence on the .... day of next, and shall be paid upon the first business day of each and every month. / AGREEMENTS WITH EMPLOYES. 1569 (6) The said shall be at liberty to resign the office at any time by giving the company three calendar months ' notice of his desire so to do. (7) During the continuance of this agreement, while filling the position of general agent under this agreement, the office of general agent shall be situate at , in the county of In witness whereof , president of the said Steam- ship Company, Limited, has hereunto set his hand and affixed the corporate seal of the said company, and the said , has hereunto set his hand and seal the day and year first written above. [Corporate Seal] Steamship Company, Limited, President. Signed, sealed and delivered in presence of: [Seal] See Canada-Atlantic, etc., Co. v. Flanders, 14.') Fed. 874, when the above contract was upheld and enforced. The powers of an executive commit- tee were involved in the case cited. Form 1863. CONTRACT WITH FOREMAN. This agreement, made and entered into the .... day of , 19. . . ., by and between The Company, a corporation organized and existing under the laws of the State of , party of the first part, and , party of second part, witnesseth: 1. That the party of the first part does hereby employ the party of the second part as outside foreman for the term of five years from the first day of October, 1902, at an annual salary of three thousand dollars ($3,000) to be paid monthly during the said term unless the said party of the second part shall be sooner discharged for cause. 2. That the party of tie second part hereby agrees to enter into the employment of the said party of the first part as aforesaid, and in con sideration of such employment hereby covenants and agrees that during the term of said employment he will well, faithfully, diligently and to the utmost of his ability do and perform such acts and duties in connec- tion with such position as outside foreman as may be specified and required by said party of the first part from time to time; and the said party of the second part further covenants and agrees that he will not engage in or become interested in any other business or calling which will require his jiersonal attendance during business hours and will not engage in any business calling or enterprise which is or may be contrary to the welfare, interest or benefit of the business of said party of the first part during the continuance of this contract. In witness whereof, said The Company has caused its cor porate seal to be hereunto affixed and these presents to be signed by its 1570 CORPORATION FORMS AND PRECEDENTS. President, aud the said has hereunto set his hand and seal the day and year first above written. The Company, [Corporate Seal] By Tts President. [Seal] Signed, sealed and delivered in the presence of: The above contract is set forth in Batchelder v. Standard Plunger Ele- vator Co., 227 Pa. 201, where the court considered the right of the em- ployer to discharge the employe, and also the provisions of Clause 2 there- of relative to the employe 's engaging in ' ' other business or calling, ' ' and held that such words referred to some permanent occupation or calling and did not include a single specific act of the enijdoye in lowering a pump into the basement of a building upon which the employe and other employes of the employer were working. The employe was held to be entitled to recover under such contract for the sum he would have earned, had he not been discharged. See form next following. Form 1864. AGREEMENT WITH EMPLOYE TO HOLD STOCK IN TRUST FOR TERM OF YEARS. Agreement, made the day of , ]9. . . . , by and between , , , and , parties of the first part; and , party of the second part. Witnesseth : Whereas, an agreement has been executed by and between The Company and the said , party of the second part, by which said The Company has agreed to employ the said for a period of five years, and the said has agreed to enter such employment under the terms and conditions set forth in the said agreement: Now, Therefore, in consideration of the execution of said contract of employment by said and in consideration of the sum of one dollar to them in hand paid, the parties hereto of the first part covenant and agree that upon the increase of the stock of said The Company to six million dollars ($6,000,000) and the issuance thereof, they will deliver to the said and (two of said parties of the first part), as trustees, twenty-five thousand dollars ($25,- 000) of paid stock, full paid and non-assessable to be held by said trustees for the benefit of said party of the second part; it being understood and agreed that the dividends and profits arising on said stock shall be paid over to the said as and when the same shall arise, and that upon the expiration of said term of five years the said stock shall be de- livered by said trustees to the party of the second part who shall there- upon have full and legal title thereto; and in case of the death of said party of the second part during the said term of five years and while he may be in the employ of said The Company the legal title to the said stock is to be vested in the widow or legal heirs of said AGREEMENTS WITH E.Ml'LOYES. 1571 party of the secoud part ; it being further understood and agreed that in case the said party of the second part shall he discharged for cause by said The Company before the expiration of said term of five years, all his right, title and interest in and to said stock shall wholly cease and determine. And it is further understood and agreed that as soon as the certificate for said twenty-five thousand dollars ($:25,000) of stock is issued and de- livered to said and as trustees, the said trustees will thereupon issue to the said party of the second part a trust certificate embodying the terms and conditions hereinbefore set forth and will deliver the same to the said , party of the second part, upon surrender of this agreement. In witness whoreot', the parties to these presents have hereunto set their hands and seals the day and year first above written. Sealed and delivered in the presence of: [SealJ [Seal] [Seal] [Seal] [Seal] The foregoing agreement was made in connection with the agreement found in the next i^receding form. Form 1865. BOND OF EMPLOYEE OF CORPORATION (PENNSYLVANIA). Know all men by these presents, that and of the city of Philadelphia, are held and firmly bound unto the Company of the said city in the sum of $ , lawful money of the United States of America, to be paid to the said Company, its certain attorney, successors or assigns: to which payment well and truly to be made Me bind ourselves our and each of our heirs, executors and administrators, firmly by these presents. Sealed with our seals, and dated the day of in the year of our Lord one thousand nine hundred and "Whereas, the said is about to enter the employ of the Company as a foreman, and as such employee will collect divers sums of money belonging to the said company; and, Whereas, security in the sum of dollars has been required of the said before entering said emjiloyment, and the said has been offered and accepted as such security. Now the condition of this obligation is such tliat if the said , in his said eni|ili)\ineiit as foroinan for the said Com- pany, shall faithfully perform his duties as such employee, and shall make proper returns for all moneys received by him belonging to the said Com])any, then this obligation to be void or else to remain in full force and virtue. To , Esq., attorney of the court of common pleas, at 1572 CORPORATION FORMS AND PRECEDENTS. , in the county of , in the state of , or to any other attorney of the said court, or any other court, there or elsewhere. "Whereas, in and by a certain obligation bearing even date herewith, do stand bound unto the Company, in the sum of dollars lawful money of the United States of America, conditioned, and Whereas, this obligation is such that if the said , in his said employment as foreman for the said Company, shall faithfully perform his duties as such employee, and shall make proper returns for all moneys received by him belonging to the said company, then this obligation to be void or else to be and remain in full force and virtue. These are to desire and authorize you, or any of you, to appear for us or each of us, our and each of our heirs, executors or administrators, in the said court or elsewhere, in any appropriate action there or elsewhere brought, or to be brought against us, our or either of our heirs, executors or administrators, at the suit of the said Company, its certain attorney, successors, or assigns on the said obligation, as of any term or time past, or present, or any other subsequent term or time there or elsewhere to be held, and confess judgment thereupon against us, our and each of our heirs, executors or administrators, for the sum of dollars ($ ) lawful money of the United States of America, debt, besides cost of suit, by non sum informatus, niiiil dicit, or otherwise, as to you shall seem meet; and for your, or any of your so doing this shall be your sufficient warrant. And we do hereby, for ourselves, our and each of our heirs, executors and administrators, remise, release and forever quitclaim unto the said Company, its successors and assigns, all and all manner of error and errors, misprisions, misentries, defects and imperfections whatever, in the entering of such judgment, or any process or proceeding thereon, or thereto, or anywise touching or concerning the same. In witness whereof we have hereunto set our hands and seals the day of , in the year of our Lord one thousand nine hundred and [Seal] [Seal] Sealed and delivered in the presence of See generally as to the powers of subordinate agents of a corporation, Cook on Corporations, § 720; Clark & M., Corp., §§ 699, 700, 70G. Form 1866. BOND OF AGENT OF CORPORATION. Know all men by these presents. That we, Charles S. Bartlett, as prin- cipal, and John G. Shortall, Samuel D. Barker, and William Chisholm, as sureties, are held and firmly bound unto the Chicago, Burlington & Quincy Railroad Company in the sum of forty thousand dollars, for the payment of which well and truly to be made we bind ourselves, our heirs, executors, and administrators firmly by these presents. The condition of this obligation is such that if the said Charles S. Bartlett shall well, truly and AGREEMENTS WITH EMPLOYES. 1573 faithfully perform the duties required of him by said company as pay- master, and promptly pay over and promptly account for all moneys be- longing to said company which shall be received by him as such agent, and shall deliver over to said company all property of said company when required, then this Imti.] to he void; otherwise to be in full force and effect. Witness our hands the sixth day of December, 1882. Charles S. Bartlett, Principal. John G. Shortall, Samuel G. Barker, William Chisholm, Sureties. Approved : J. C. Peasly, Treasurer. See Chicago, B. & Q. R. Co. v. Bartlett, 120 111. 103, 11 N. E. 867. Form 1867. AGREEMENT BY EMPLOYEES NOT TO ENTER COM- PETING BUSINESS. This instrument wituesseth, That has purchased the plant, business and good vrill of the business of the Company, and has paid therefor the sum of $17,473.14; that in mak- ing said transfer, and as an inducement to said to purchase said plant, business and good will and pay the sum afore- said for the same, we have each agreed that we would not, and we now do agree, each for himself, jointly and severally with him, the said , his heirs and assigns, forever, that we will not, during the next ten years, in the territory or the immediate vicinity of the territory, dealt in by our company, or operated in by ourselves or the agents or employes of the company, engage or in any manner be inter- ested in, either directly or indirectly, for ourselves or for others, the same or like kind or character of business as that heretofore conducted and now- being carried on by said company, and that we will not, during the said period of ten (10) years, either directly or indirectly, be guilty of any act interfering with the business, its good will, its trade or its customers, or come in competition with the same; and we will not, jointly or severally, either in firms or corporations, or as individuals, or in any other way, directly or indirectly interfere with the said trade or business or do any act prejudicial to the same or any part thereof, or interfere with the persons employed therein; the meaning hereof being that the said is buying and paying for the good will of the business in the largest and fullest scope of the term; and that we will not, and each agrees that he will not, do anything to interfere with or injure the said business, but will during said period, lend respectively our aid and best influence to the promotion and advancement of the same. In witness whereof we have hereunto subscribed our names and affixed 1574 CORPORATION FORMS AND PRECEDENTS. our seals, jointly and severally, tliis da- of , A. D. 19 The above agreement was construed and upheld in A. Booth & Co. v. Davis, 127 Fed. 875. ' The defendant Davis, a stockholder and principal officer of the vendor company, also executed the following agreement, which was appended to the bill of sale of the Company, "For and in consideration of one dollar and other valuable considera- tions, which I acknowledge, I hereby agree to perform the covenants and agreements above made and to be performed by the Davis Fresh & Salt Fish Company. "Witness my hand and seal this 14th day of September, A. D. 1898." Form 1868. AGREEMENT WITH EMPLOYE COVENANTING NOT TO ENTER COMPETING BUSINESS. This agreement, made this day of , 19 .... , be- tween The Company, a corporation, first party, and , of , second party. Whereas said first party is now, and for many years last past has been engaged in the business of manufacturing and selling throughout the United States of America and certain foreign countries, and the said second party is now, and has for a number of years last past been in the employ of said first party, and has by virtue of such employment, been required to do work at and in the manufactur- ing plants of said first party in the States of and elsewhere, and consequently has acquired a knowledge of the processes of said first party in the manufacture and sale of and machinery employed by said first party in the manufacture of , and also of the business, good-will and trade secrets of said first party; and Whereas said first party is desirous of retaining the services of said sec- ond party and his advice in connection with such manufacture and sale of and machinery for the period of years from , 19. . . ., (which said period will be known as and hereinafter termed for brevity "said period of years") ; Now, therefore, this agreement witnesseth. That for and in considera- tion of One Dollar ($1.00) in hand paid by each of the parties hereto, one to the other, the receipt whereof is by each of said parties hereby acknowl- edged, and of other good and valuable considerations, moving between the parties hereto, the existence of which is by each of said parties hereby acknowledged, it is hereby agreed by and between said parties as follows: 1. That said second party shall continue in the service of said first party for said period of years from 19 . , . ., and during said period of years will do all in his power to increase, promote and develop said business of said first party, and shall, whenever requested by it (subject to the proviso hereinafter contained in AGREEMENTS WTTfT K:\II>L0YKS. 1575 paragraph 4 hereof) render to said first party every frieudly aid and as- sistance in its said business, and give to it the exclusive benefit of any knowledge or information relating to the business of manufacturing and selling and machinery, and the advancement and promotion thereof, which said second party now has, or under his aforesaid employment has or may have acquired, or during such period of years may or shall acquire. 2. That if during said i)eriod of years said first party shall invent anything, or any improvement in anything connected with or useful for the manufacture of or processes or machinery, .or any invention or appliances connected therewith (whether or not such invention be made at the request, or upon the suggestion or plans of said first party), such invention shall be the exclusive property of said first party, and said second party shall at once dis- close such invention to the executive officers of said first party, or to an agent duly authorized in that behalf by it (but to no other person or per- sons prior to procuring patents therefor), and if so desired by said first party, shall make such disclosure in writing, and, if so desired, as soon as possible, mature and patent such invention wherever patentable. That said second party shall forthwith assign to said first party, its successors or appointee, the full and exclusive right to any such patent issued to said second party, and the inventions covered thereby, and will, if desired by said first party, dir^ect the otficers authorized to issue patents to issue the same directly to such first party or its appointee. That the expense of procuring any patent covered by this paragraph, and desired by said first party, shall be borne by it. 3. That during said period of years said second party shall receive a fixed annual salary of Dollars ($ ) payable by twelve equal installments on the last day of each month, the first payment to commence on the day of , 19. . . . 4. That said first party, during said period of years, shall not unreasonably call upon said second party to lend it such aid and as- sistance as is provided in paragraph 1 hereof, to such an extent as shall unreasonably prejudice said second party from engaging in any business (other than the business of manufacturing or selling and machinery for the manufacture of the same), in which said second party may or shall be lawfully engaged, it being expressly understood and agreed that during said period of years said second j)arty shall not be prevented from carrying on any business or trade, save such business or trade as may conflict or interfere with the business or trade now conducted by said first party. 5. That if during said period of years said first party shall desire to employ said second party for any particular purpose, which shall require the entire time and attention of said second party, or to avail itself of the services of said second party, other than as provided in paragraph 1 hereof, the compensation therefor shall be in addition to the compensation to said second party provided in paragraph 3 hereof, and shall be a matter of mutual agreement between the parties hereto. 6. That said second party shall not, during said period of years (whether or not he continue in the employment of said first party), directly or indirectly engage in the manufacture or sale, or be in any 1576 CORPORATION FORMS AND PRECEDENTS. manner, either as an individual, partner, stockholder, director, officer, clerk, principal, agent, employer, employe, trustee, lender of money or in any other relation or capacity whatsoever, directly or indirectly (except in the capacity of agent, employe or stockholder of said first party), engaged or interested in the manufacture or sale of any kind of , materials for making , or any machinery used in the manu- facture of , or any appurtenances or appliances connected with such manufacture or sale, in the City of , or in the County of , or in the State of , or in any part of said State of , or in any of the States specifically men- tioned herein, or in any of the States of the United States of Americji, or within the territories or colonial possessions thereof, or within the District of Columbia (excepting and reserving, however, to said second party the right to manufacture and sell and machinery for making , for use in the Territory of Alaska and the State of Arizona). 7. That said second party will, for every breach of any stipulation con tained in this agreement, pay to said first party the sum of Dollars ($ ) as liquidated damages, and it is declared and agreed by the parties hereto that such sums shall, without proof, be deemed to represent the damages actually sustained by said first party by reason of such breach, provided, however, that such provision in reference to liquidated damages is intended to be, and shall be cumulative, and shall be in addition to every other remedy now or hereafter existing at law or in equity, or by statute, and shall not in any wise interfere with any right or rights on the part of said first party to enjoin or restrain said second party from any violation of this agreement, or any part thereof. 8. That this agreement shall in all respects be interpreted, construed and governed by the laws of the State of 9. That this agreement shall be binding on the successors and assigns of said first party, and the personal representatives and assigns of said second party. 10. That this agreement constitutes and expresses the whole agreement of said parties hereto in reference to any employment of said second party by said first party, and in reference to any of the matters or things herein provided for, or hereinbefore discussed or mentioned in reference to such employment, all promises, representations and understandings relative thereto being herein merged, unless the terms and provisions of any sub- sequent employment shall be in writing and duly authorized by the Board of Directors or Executive Committee of said first party. 11. That no person other than pursuant to a resolution or order of the Board of Directors of said first party shall have any authority on its behalf to modify or change this agreement or anything in reference thereto, or concerning or respecting the same. In witness whereof said first party has caused its corporate name to be hereunto signed by its officers thereunto duly authorized, and its corporate seal to be hereunto affixed, and said second party has hereunto affixed his AGREEMENTS WITH EMPLOYES. 1577 hand and seal, and said partieti hereto have executed this at^reenient the day and year first hereinabove written. [Corporate SealJ The *. . Company, Attest By Secretary. . [Seal] Witnesses to the signature of said second party. See Forms 1860, supra, and 1870, post. See generally in reference to the powers of subordinate agents, Cook on Corporations, S§ 719-720; Clark & M., Corp., § 700. See generally as to the validity of covenants not to engage in Competing business, Walker v. Law- rence. "177 Fed. 3(53; McCall Co. v. Wright, 198 N. Y. W.i; HarMson- Walker Refractories Co. v. Stanton, 227 Pa. 55; Artistic Porcelain Co. v. Boch, 74 Atl. (N. J.) 680. Form 1869. AGREEMENT TO PURCHASE STOCK PURCHASED IN CONSIDERATION OF EMPLOYMENT. Whereas, , of county, , signed an agreement with the undersigned, dated , 19...., whereby the said subscribed ten thousand dollars payable to , as trustee, under the terms of the said agreement, to be used with other money subscribed for the purpose of purchasing the property of the Company, and reorganizing the same, or forming a new company to take over its property; and Whereas, the said subscription by said , and by the other subscribers to said agreement, was with the distinct understand- ing that the said would be made the business or general manager of said reorganized or new company, at a reasonable salary for his services, but no stipulation to that effect is specified in said subscription agreement; and Whereas, the undersigned are willing to act in good faith and pro- tect said in having the conditions performed which were a part of the consideration for his subscription as aforesaid, Xow, therefore, in order that there may be no misunderstanding about the matter, this agreement witnesseth: That in consideration of said subscription by the said , and of the payment thereof in accordance with the terms of said agree- ment, and of the services to be rendered by said as business or general manager of said company, we the undersigned do hereby jointly and severally promise and agree to and with the said , as follows, to wit : First. That when the property of the Company has been purchased, the said company reorganized, or a new company formed, to take over said property, the said shall be given the position of business or general manager of said company at an annual salary of not less than six thousand ($6,000.00) dollars, payable in installments, in the ordinary course of the company's business as may be hereafter determined, for a period of not less than three years. Second. That said is to render competent and efficient 1578 CORPORATION FORMS AND PRECEDENTS. services as such business or general manager performing the duties ordinarily yicident to that of business or general manager of a busi- ness corporation of like character. Third. If for any reason the said should not be given the position of business or general manager of said company, or if he should not be permitted to act in that capacity, and enjoy the salary as aforesaid, and for the period of time as aforesaid, then the under- signed jointly and severally obligate and bind themselves to purchase the stock, share or interest of the said in said company, if he should elect to sell the same, at a minimum sum sufficient to reim- burse the said for tlje amount of money which may have been put in by him for such share, stock, or interest in said company with interest thereon at the rate of per cent, per annum. In witness whereof, the undersigned have hereunto set their hands and seals this the day of , A. D. 19 [Seal] ,,[ [Seal] ..'' [Seal] , , [Seal] [Seal] , [Seal] [Seal] The above agreement was construed in Hall v. Hardeker, 55 So. (Fla.) 977. See for form of agreement to give sales agency to purchaser of stock, with right of resale to vendor, Fleitman v. Stone Cotton Mills, 186 Fed. 466. Form 1870. AGREEMENT WITH EMPLOYE AS TO INVENTIONS. Memorandum of agreement between , first party, and , second party, Whereas, second party is, or is about to be, employed by the first party. Therefore, in consideration of One Dollar, paid to second party, by first party, and of said employment, it is agreed by the parties: (1) If second party, while in such employ, shall invent anything, or any improvement in anything (whether or not such invention be made at the request or upon the suggestion or plans of first party, or during regular hours of work), or shall, while in such employ, or at any time thereafter, invent anything upon suggestion or request made by first party to second party while in such employ, such invention shall be the exclusive property of first party. (2) Second party shall al once disclose such invention to the execu- tive officers, superintendent, or agent authorized in that behalf, of first party (but to no other person prior to procuring patents therefor) and, if so desired by first party, make such disclosure in writing, and, if so desired, as soon as possible mature and patent the invention wherever patentable. (3) Second party shall forthwith assign to first party, its successors or appointee, the full and exclusive right to any such patent issued to second party and the inventions covered thereby, to the full end of term of such patent. AGREEMENTS WITH EMPLOYES. 1579 (4) Second party shall, if desired by lir.st party, ilirett the* oflicers authorized to issue patents, to issue the same directly to the first party or its appointee, and hereby authorizes and r»(|iiest8 such officers to issue to first party, or its ajijiointee, as assi{,niee, tlie entire interest of second party in and to all patents for any invention of secoml party, for the sole Use and behoof of first party, its successors or appointee, to the full end of the term of the patents, unless there be filed with such oflicers the statement iiereinafter mentioned. (5) The expenses of procuring any patent covereci by this contract and desired by first party, shall be borne by it. (6) First party agrees if any invention made by second party is not covered by this contract, or desired by it, to give second party, to be filed with officers authorized to issue patents, a statement to such effect, signed by one of its executive oflScers. (7) The word "invent" as herein used includes "make," "dis- cover," "invent" or "produce," or any of them; "invention" and "anything" each includes the phrase "any new or useful or original art, machine, manufacture, process, composition of matter, design, shape or configuration of any kind," and the words "improvement," "dis- covery" or "production," or any of them; "patent" includes "letters patent" and "all the extensions, renewals, modifications, improvements and re-issues of such patent"; "appointee" includes "whomsoever first party may designate. " (8) The continuance of second party in first party's employ for a definite period, is not hereby made obligatory upon either party, or a condition hereof. (9) This writing constitutes and expresses the whole agreement of the parties respecting the inventions aforesaid of second party and patents therefor, and any rights of either party arising therefrom, all promises, understandings or representations relative thereto being herein merged. No person other than an executive officer of first party, has authority to change or modify this agreement. (10) This agreement shall extend to and be obligatory upon the successors of the respective parties. Witness the hands and seals of the parties hereto, at , this day of , A. D. 19 By [Seal] In Presence of: See Forms 1868, supra, and Forms 2129, 2130, 2131, 2132, 2133, 2134, 2135, 2136, post, and notes thereunder. See for extracts from agreement by employe in reference to inventions and construction thereof, Miss. Glass Co. v. Franzen, 148 Fed. 501. See for form of agreement for employment of inventor, which was held to be enforceable, Thibedeau v. Hildreth, 124 Fed. 892. See for agreements as to patents between employer and employe, Pressed Steel Car Co. v. Hansen, 137 Fed. 403 (exhaustively reviewing the au- thorities) ; Mississippi Glass Co. v. Franzen, 143 Fed. 501, reversing 138 Fed. 924 (The essential portions of the contract are set forth in 143 Fed. 501) ; Sehmitt v. Nelson A^alve Co., 125 Fed. 754; Timoney v. Buck, 84 Fed. 887, atrirming 78 Fed. 487; Marsh v. Cortis, 144 Fed. 132, where is set forth the agreement in full; Ball, etc., Fastener Co. v. Patent Button Go., 1580 CORPORATIO^l j^^ORMS AND PRECEDENTS. 136 Fed. 272; Simplex Dairy Co. v. Cole, 86 Fed. 739; Birkery Mfg. Co. v. Jones, 71 Conn. 113, where the agreement is set forth; Kidder Press Mfg. Co. V. Fulton, etc., Co., 104 Ga. 785; Cowles v. Rochester Folding Bed Co., SO N. Y. Supp. 811, affirmed 179 N. Y. 87; Thourot v. Holub, 80 N. Y. Supp. 1083; Reece Folding Machine Co. v. Fenwick. 140 Fed. 287; Geiser Mfg. Co. V. Frick, 100 Fed. 94, where is set forlli the pertinent part of the contract; Bates Machine Co. v. Bates, 192 111. 138, where are set forth extracts from the agreement. See for rights of employers in inventions of employes, Johnson Furnace, etc., Co. V. Western Furnace Co., 178 Fed. 819; Wright v. Vocalian Organ Co., 148 Fed. 209, reversing 137 Fed. 313; United Shirt & Collar Co. v. Beattie, 149 Fed. 736; Eastern Dynamite Co. v. Keystone Powder Mfg. Co., 164 Fed. 47; American Circular Loom Co. v. Wilson, 198 Mass. 182; Meiss- ner v. Standard, etc., Co., 211 Mo. 112; Pressed Steel Car Co. v. Hansen, 137 Fed. 403; Fuller v. Schutz, 88 Minn. 372; Burden v. Burden Iron Co., 80 N. Y. Supp. 390; Mueller v. Mueller, 95 Fed. 155; City of Boston v. Allen, 91 Fed. 248; Blauvelt v. Interior, etc., Co., 80 Fed. 906; Barber v. Nat. Carbon Co., 129 Fed. 370; Eeece Folding Machine Co. v. Fenwick, 140 Fed. 287; Geiser Mfg. Co. v. Frick, 100 Fed. 94; Bates Machine Co. v. Bates, 192 111. 138. Form 1871. AGENCY AGREEMENT FOR SALE OF MACHINERY. This agreement made and entered into this 15th day of September, 1903, by and between John Deere Plow Company, of Kansas City, Mis- souri, incorporated under the laws of the State of Missouri, party of the first part, and Hymes Buggy and Implement Company of Spring- field, County of Greene, State of Missouri, party of the second part, witnesseth: That the said first party, for and in consideration of the stipulations and agreements herein contained, has this day appointed and by these presents does hereby appoint the second party as its authorized agent at Springfield, Mo., for the sale, on commission of its consigned goods and articles of merchandise designated hereon or enumerated and de- scribed on schedules of said second party, to be attached hereto as here- inafter provided. The party of the first part agrees to consign to and upon the written request of the said second party, so long as said party of the first part has the goods in stock to enable it so to do, during the continuance of this contract, the goods and articles of merchandise designated hereon, or on schedules or written requests of said second party hereafter made; Said schedules or written requests to set forth the net amount to be received for the goods by the party of the first part after the goods shall have been sold by said party of the second part as such agent, and the place to which to be consigned, and when said written requests or schedules properly signed by said second party arc accepted by John Deere Plow Co., they shall be attached to and made a part of this contract, reference being made to same on the face thereof, subject to the following conditions, agreements and obligations: The party of the second part agrees as follows: 1st. To receive from the transportation companies, and pay all transportation charges on same, the goods and articles of merchandise consigned under terms of this contract. AGREEMENTS WITH EMPLOYES. lottl 2nd. To furnish proper warehouse room for all gooils and articles of merchauilise consigned under terms of this contract. 3rd. To pay all taxes, license, rents and all other expenses inci- dental to the safe keeping and sale of the goods and articles of merchan- dise, and to waive all claims against John Deere I'low Co., for such expense. 4th. To keep said goods and articles of merchandise insured for their full value, at expense of said second party, in the name ami for the benefit of John Deere Plow Co., in companies approved by it, and to turn over the policies to it, the said John Deere Plow Co., and in case of any neglect or faUure to insure as herein provided, to become personally re- sponsible for any loss or damage that may occur to said goods while in the custody of said second party. 5th. To keep sam{)les of said goods and articles of merchandise set up in salesrooms suitable for the purpose, and to rtiake all reasonable efforts to sell the same; and not to sell any other makes of like goods and articles of merchandise to the exclusion of those consigned under the terms of this contract. 6th. To sell the goods and articles of merchandise consigned under this contract for enough more than the net amounts to be received there- for by said party of the first part, as above stated, and set opposite said goods in tha said written request and schedules attachetl, to pay all freights, taxes, expenses, charges, compensation and commissions for the handling and selling of said goods as herein provided, and the doing of all things herein provided to be done by the party of the second part; it being mutually understood that the said net amounts set opposite said goods in the attached schedules and written requests, are the net prices at which said goods and articles of merchandise are to be consigned for sale, and are the net amounts, which said second party agrees to account for and deliver to the John Deere Plow Co., for said goods when sold, as per terms of this contract. The full charges, com- pensation, commission and expenses of said second party for thr> hand- ling and selling of said goods as herein provided, and the doing of all things herein provided to be done by the party of the second part, to be the difference between said net amounts and the gross amounts received from the sale of said goods. 7th. To sell all goods and articles of merchandise consigned under this contract, subject to the manufacturer's regular printed warranty, and to settle all claims for breakage and defects in accordance there- with. And agrees not to part possession with any of the said goods until full and satisfactory settlement shall have been made for same by purchaser, and will not allow, under any circumstances, any of said goods to be taken away on trial before such settlement is made; and that all proceeds of such sales, whether cash, or notes, shall be kept separate and distinct from said second party's other business. 8th. The second party further agrees to- make out and render to the said first party, on the first day of each month, and oftener if so re- quested, a full and complete report of all sales, made the month previ- ous, or since the last report made; and to accompany said report with a full settlement in accordance with this contract for all goods so reported sold, said settlement to be made with cash for all sales lesg 1582 CORPORATION FORMS AND PRECEDENTS. 5% discount for all cash, months from date of same and bearing interest at per cent, per annum from And the second party further agrees that when purchaser's notes are given in settlement for sales made as herein provided, said notes will be on blanks furnished by John Deere Plow Co., and are to be taken only from good, prompt paying purchasers. And the second party further agrees to endorse all such notes given to said first party in the follow- ing manner, to-wit: For value received, I or we hereby guarantee the payment of the within note at maturity or at any time thereafter, and waive demand, protest, notice of protest and non-payment. 9th. It is further agreed and understood, that the goods and mer- chandise to be supplied hereunder are to be consigned simply, and that the title to and ownership of all goods and articles of merchandise con- signed to said second party under the terms of this contract, and all proceeds of the sale of same, shall remain vested in said first party, and be its sole property and subject to its order, until the full amount to be received for said goods, as herein provided, shall have been received by said party of the first part. It is further agreed that this contract is to remain in force unless cancelled and annulled by said first party, until Oct. 1st, 1904, at which time said second party agrees if required by said first party, to return all goods remaining on hand unsoli at the expiration of this contract to it at its warehouse in Kansas City, in good order and free of all freights and charges. This contract is not transferable and should the second party hereto sell out or otherwise dispose of his business at any time prior to its expiration, the right to declare this contract cancelled and annulled from and after the date of such sale or transfer is reserved to party of the first part without prejudice. The second party hereby agrees to forward any goods received on this contract at any time, and as said John Deere Plow Co., or its authorized agents may direct, charging only actual cost of freight and drayage, collect- ing same from transportation company as back charges. It is also agreed that the contract held by John Deere Plow Co., is to be considered the original, and to be the binding agreement in ease the duplicate varies from it in any particular. And that the same may be terminated at any time at the option of the John Deere Plow Co., and the goods remaining on hand unsold shall be subject to the same terms and conditions as herein provided for. It is understood and agreed that, in writing and printing, this paper contains the full and entire agreement between the parties hereto, and that no outside oral or written understanding with any traveling agent of John Deere Plow Co., is of any force or effect whatever. Executed in duplicate. Given under our hands this 15th day of September, 19C3, in the town of Kansas City, County of Jackson, State of Missouri. John Deere Plow Co., Per C. S. Wright, Traveling Agent. AGREEMENTS WITH EMPLOYES. 1583 Subject to the approval of John Deere Plow Co. Approved : Hyrnes Bugfjy & Inijileinent Co. Party of the Second Part. The above afjreement was construed in John Deere Plow Co. v. M 'David, 137 Fed. 802, and held to be a contract of agency and not a contract of conditional sale, when construed with the onier set out by next form. Form 1872. ORDER FOR MACHINERY UNDER AGREEMENT IN PRECEDING FORM. Kansas City, Mo., 9/15/1903. John Deere Plow Co., Kansas City, Mo. — Gentlemen: JMease ship us the following named articles from Aloline, on or about soon as can, or as soon after as possible, marked Hymes Buggy & Implement Co., assem- ble at Moline, Springfield, Mo. Ship via Prices below are based upon K. C. frt. allowed delivery. Goods as below enumerated to be well made, of good material, and to work when properly managed, according to the manufacturer's printed warranty. I, or we, hereby agree to make you payment for same in Kansas City par funds. (Exchange and express charges prepaiil.) If account is not paid when due, to draw interest at ten per cent, from maturity. I, or we, hereby agree to give notes or acceptances for the amount of goods, as i^r terms of payment, when called upon to do so, and to make no claim for shortage or damage after ten days from receipt of goods. Ko interjjrctation or verbal understanding of this contract not mentioned • herein, will be recognized. All orders taken subject to approval of John Deere Plow Co., and I, or we, also agree that the title to and ownership of all goods which may be shippeil as herein provided, shall remain in, and their proceeds in case of sale, shall be the property of John Deere Plow Co., and subject to its order until full payment shall have been made. If owing to the large lines you carry, you find it necessary to ship sort a portion of the onlers, you may do so and we will make no claims for any allowance therefrom. Prices subject to change without notice. Order taken by C. S. Wright. (Signed) Hvnies Bugg}' and Implement Co. No. ( Description | Price |' Terms and Remarks (Omitted.) The above order accompanietr the agreement in the preceding form and was construed therewith. See for form of agreement relative to sale of wagons, which was held to be a contract of bailment, Franklin v. Stoughton, 168 Fed. 587. Bee also In re Columbus Buggy Co., 143 Fed. 859 ; id., 120 Fed. 64 ; In re Pierce, 157 Fed. 857. Hewctt v. Berlin Machine works. 104 U. S. 296. See for distinction lietween sale and agency to soil, Mochem on Sales, § 43-49, where the cas<^s are collected and considered. See for form of contract held to create an agency to sell, Fldridge v. Benson, 7 Cush. (Mass.) 48:?. See for form of contract held to create a sale and not an agencv, Ar- buckle Bros. v. Kirkpatrick. 98 Tenn. 221, 36 L. R. A. 285, 60 Am. St. Rep. 854, a lending case, where the anthiirities are extensively reviewed. See also on the same question, Snolling v. Arlmckle, 104 Oa. 362; Howell V. Bondar, 95 Va. 815; Norwegian Plow Co. v. Clark, 102 Iowa 31; Head V. Miller, 45 Minn. 446; Simpson v. Pegrani, 108 N. C. 407. 1584 CORPORATION FORMS AND PRECEDENTS. Form 1873. AGREEMENT FOR SALES ON COMMISSION AND ASSIGNMENT OF SAME. , 19.... This memoramlum made this day of , 19. . . ., between the Company, a corporation organized under the laws of the state of , of the first part, and , of the county of , state of , of the second part, witnesseth: That in consideration that the said party of the second part shall keep the said party of the first part supplied with desirable orders, at the most favored market prices, for the products of its factory, the said party of the first part hereby agrees to and does appoint the said party of the second part, its exclusive agent to handle its entire production, for a period of five years, beginning with the season of 19.... and 19...., upon a commission to be paid b.y party of the first part to party of the second part of 2%% upon net invoices. And it is further agreed that party of the first part reserves the right, if it chooses, to accept orders direct in the event prices are more favorable than those obtained by party of the second part, subject, however, to the right of the fjarty of the second part to his usual commission as herein specified; and it is also further herein agreed that said party of the first part may sell its product direct should the said party of the second part fail to keep party of the first part supplied with orders in accordance with the spirit and terms of this agreement, such orders to be without commission to party of the second part. Witness the following signatures this the day and year above written: Company, By President. For value received I hereby assign the above contract to the Glass Co., Chicago, 111. The above assignment is ratified herewith. Company, By , President. See West Fork Glass Co. v. Innes -Weld Glass Co., 178 Fed. 20.'5. See for form of agreement for employment to purchase timber on com- mission payable in cash or stock, Eedwine v. Continental Realty Co., 184 Fed. 8.51. See for form of agreement to pay commission for sale of mine which was held enforceable, M'Lure v. Luke, 1.54 Fed. 647. See for form of agreement for continuance of sales agency, Meysenberg V. Littlefield, 1.35 Fed. 184. Form 1874. ASSIGNMENT OF SALARY AND NOTICE TO EMPLOYER. For a valuable consideration to me in hand paid by .John Smith, the receipt of which is hereby acknowledged, I do hereby sell, assign, and set over to the said .John Smith, his heirs, executors, administrators, or assigns, all wages and claim for wages or commission earned and to AGREEMENTS WITH EMPLOYES. 1585 be earned, and all tlainia or demands due or to become due me from The Company, a cor{)oration, its successors, or assij^ns, by whom I am employed, up to and including the last day of Octo- ber, 19....; and I hereby authorize and direct the party or parties named above, or any of them, to pay the said demand and claim and all thereof to the said John Smith, his executors, administrators, or assigns. 1 do hereby constitute and appoint the said John Smith, his executors, administrators, or assigns, my attorney in my name, to take all legal measures which may be proper or necessary for the comfdete recovery and enjoyment of the claim or claims hereby assigned ; and I hereby authorize and em- l)0wer him or them to receive any money which may become due hereon and receipt for the same in my name, hereby ratifying any acts my said attorney may take herein. Witness my hand and seal this day of , 19. . . . John Brown [Seal] To The Company: You are hereby notified that the above and foregoing is a true and correct copy of an assignment duly executed by John Brown as col- lateral security to the payment of his certain indebtedness to me. You are therefore notified to hold, for my use and benefit, all moneys now in your hands or which may hereafter become due to said assignor from you for, during, until, and including the period specified in said copy of assignment aforesaid and each and every part, portion, and division thereof. You are further notified that the said John Brown is hereby denied any and all authority to act for me in any manner, and you are hereby specially notified that payment to him cf the moneys above assigned will be made at your risk and peril. In connection with the assignment aforesaid I beg to notify you that I hold an irrevocable power of attorney, duly executed by said assignor, in and by which said power of attorney, among other things, the under- signed is constituted and appointed his true and lawful attorney in fact, for him and in his name, place, and stead to receive and receipt for the moneys above assigned, to sign his name to any voucher, check, pay roll, or other document, or to execute any release or other document, whether under seal or otherwise, in and about the receipt and collec- tion of said money; to bring suit or other proceedings, at law or in equity, in his name or otherwise, and to prosecute appeals, and to use all lawful means for the recovery and enjoyment of said money, and generally to do any and all things in the premises as fully and effectually and to all intents and purposes as he might or could if personally pres- ent at the doing thereof. Dated this day of , 19 ... . John Smith. Witness: See for forms of assignments other than wages or salary, Forms 1332, 1554, 1576, 1786-1798, 1806, 1807, supra. See as to valitbty of assignment of wages to be earned where there is existing contract of employment, Close v. Indej)endent Gravel Co., ir)6 Mo. App. 411; Allen v. Chicago Pneumatic Tool Co.. 205 Mass. 569; Mal- lin v. Wenham, 2U9 111. 252, 65 L. R. A. 602, 101 Am. St. Rep. 233; Wei- 1586 CORPORATION FORMS AND PRECEDENTy. born V. Buck, 114 Ala. 277; Brewer v. Griesheinier, 104 III. App. .323; Leitch V. Northern Pac. Rv. Co., "95 Minn. 3.^; Tolnian v. Ihiion. etc., Surety Co., 90 Mo. App. 274; Kodiikeit v. Andrews, 74 Ohio St. 104, 5 L. R. A. (N. S.) 564; Dolan v. Hughes, 20 R. I. 5i:5, 40 L. R. A. 735. See as to invalidity of assignment of wages to be earned under a future contract of employment, Close v. Independent Gravel Co., 156 Mo. App. 411, holding that such assignment creates an equitable right enforceable in equitv as a lien when the wages are earned; SteiuViach v. Brant, 79 Minn. 383, 79 Am. St. Rep. 494; Leitch v. Northern Pac. Ry. Co., 95 Minn. 35; Farnsworth v. Jackson, 32 Me. 419; Bell v. Mulholland, 90 Mo. App. 612; Lehigh Valley R. Co. v. Woodring, 116 Pa. St. 513; Kennedy v. Tiernay, 14 R. I. 528. See for invalidity of assignment of future unearned salary of public officer or employe, Walker v. City of New York. 129 N. Y. Supp. 1059; Schmitt V. Dooliug, 145 Ky. 240 (involving assignment by a fireman); Stewart v. Sample, 53 So. (Ala.) 182; Dickinson v. Johnson, 110 Ky. 236, 54 L. R. A. 566; State v. Barnes, 10 S. D. 306; City of Chicago v. People, 98 111. App. 517; August v. Crane, 59 N. Y. Supp. 583; First Nat. Bank V. State, 68 Neb. 482. See for legislation making invalid against the employer assignments of wages to be earned in future, unless recorded, accepted in writing by employer and accompanied by written consent of employe's wife and chil- dren, being constitutional, Mutual Loan Co. v. Martele, 222 U. S. 225, affirming 200 Mass. 482. See Speilberger Bros. v. Brandes, 3 Ala. App. 590, construing Laws Ala., 1911, p. 370, §§ 1, 2, relating to assignment of wages. See for construction of Gen. Stat. Conn. 1902, § 836, providing for re- cording of assignment of future earnings, Berlin Iron Bridge Co. v. Con- necticut, etc., Banking Co., 76 Conn. 477. CHAPTER XXX. EMPLOYES' HKNKFIT ASSOC lATIONS AND AOliEEMEXTS. Form 1875. TRUST DEED OF SHARES IN COMPANY FOR BENEFIT OF EMPLOYES. This indenture made the day of , between the Comiiany (hereinafter called "the Company"), of the one part, and of , trustees (hereinafter called the "trustees"), of the other part. Whereas the company has transferreil to the said trustees • fully paid-up shares of $ each of the capital stock of Company, to he held by thoin for the benefit of the em- ployes of the company as hereinafter appears. Now this indenture witnesseth as follows: 1. The said trustees and the survivors or survivor of them and the executors or administrators of such survivor or other the trustees or trustee for the time being of these presents (all of whom are here- inafter referred to as the trustees) shall hold all the said shares upon trust to sell or transfer the same or otherwise deal therewith as the said company its successors or assigns, shall direct and until any such direction upon the trusts following. 2. The trustees shall receive all dividends from time to time paid upon the said shares and so soon after the receipt of any dividend as may be convenient shall divide such dividend amongst all the employes of the company at the date of the declaration thereof in proportion to the weekly wages payable to the employes respectively at that date. 3. If upon the declaration of any dividend on the said shares there is any employe of the company who was not such an employe at the date of the preceding declaration of dividend he shall only be entitled to a share of the dividend to be distributed proportionate to the time during which he has been in the employ of the company. 4. No employe shall be entitled to any portion of a dividend declared after he shall have left the service of the company although such divi- dend may have been wholly or partially earned while he was in its service. 5. If at any time the division of the whole dividend on the said shares amongst the employes would involve the payment of fractions of dollars, the trustees shall be at liberty to carry over such part of the dividend as they shaJl think convenient and treat it as part of the next dividend that is jiaid. 6. An employe of the company means any jierson in the employ of the company who receives wages from the com])any at a rate not exceeding dollars per week. 7. Subject to the trusts aforesaid the said shares and the proceeds 1587 1588 CORPORATION FORMS AND PRECEDENTS. of sale thereof shall belong to the company, its successors and assigns, which shall have power to appoint new trustees of these presents. In witness, etc. (Signatures and seals of all parties.) See notes to Forms 1880, 1881, post. Form 1876. RULES OF EMPLOYES BENEFIT ASSOCIATION. GENERAL. 1. The object of Swift & Company Employes Benefit Association is the establishment and management of a fund for the payment of defi- nite amounts to such employes as contribute thereto, who shall be known as "Members of the Benefit Association," when, under the Eules, they are entitled to such payment by reason of disability, or, in the event of their death, to the relatives or other beneficiaries designated. 2. Whenever in these Eules the following words occur without quali- fication they shall have the meaning here given: "President" and "Board of Directors" shall mean respectively the President and Board of Directors of Swift & Company, an Illinois corporation, its successors or assigns. ' ' Benefit Association ' ' shall mean Swift & Company Em- ployes Benefit Association. "Manager," "Medical Director" and "Medical Examiner," shall mean the Manager, Medical Director and Medical Examiner respectively of said Benefit Association. 3. The Benefit Fund shall consist of contributions from members of the Benefit Association, income from investments and money ad- vanced by Swift & Company, when necessary to pay benefits as they become due. 4. As Swift & Company have agreed with the Trustees of the Benefit Association to jjay the operating expenses thereof and to make good any deficiency in its funds to meet obligations to members, the contributions from members shall be used only for the payment of benefits due to members of the Benefit Association. .5. There shall be an Advisory Committee as follows: The Treasurer of Swift & Company shall be ex officio a member and Chairman of the. Committee. The other members of the Committee shall be chosen annually, in November, to serve for one year from the first day of January next succeeding and until their successors shall be chosen and take office, as follows: , Seven shall be chosen by the Board of Directors and seven by the employes who are members of the Benefit Association from among themselves, one representative from the Chicago plant and one from each of the other plants in rotation, so that each plant shall be in its turn represented. Ten members shall constitute a quorum of the Committee for the transaction of business. 6. The members of the Committee chosen by the members of the Benefit Association shall be elected by ballot from the respective plants and on such date in November as the Advisory Committee shall desig- nate. The polls shall be open during the business hours of the date EMPLOYES' BENEFIT ASSOCIATIONS. 1589 designated and tlio vote shall be taken ami certified under oath by tellers selected by the Committee. For the Coriimittce to serve during the first fiscal year the members to represent the contributing cniployes shall be appointed by the rrcfi- dent. In the event of the termination of service of any member of the Committee, or his withdrawal from membership in the Benefit Associa tion, his membership in the Committee shall thereupon terminate. Any vacancy among the members of the Advisory Committee elected by con- tributing employes shall be filled by the member of the same packin,' plant who shall have received the next highest number of votes to 11. i; retiring member, and in the event that no one shall be eligible to Cll such vacancy, a member from the same packing plant shall be dehig- nated by the President. Any vacancy among the members chosen by the Board of Directors shall be filled by appointment of the President. Members shall serve until their successors are chosen and take ofiii e as provided. The manager shall be Secretary of the Committee. 7. The Committee shall have general supervision of the operation of the Benefit Association and shall see that it is conducted according to the Rules. The Committee shall hold stated meetings, quarterly, at Chicago, on the second Thursday of January, April, July and October in each year, and shall meet at other times at the call of the Chairman. It shall be the duty of the Chairman to call special meetings of the Committee upon the written request of five (5) of its members. The necessary expenses of members of the Committee, while engaged in the business of the Benefit Association, or travelling to or from meetings of the Committee, and the pay or wages of such members for such time shall be included in the expenses of the Benefit Association assumed by Swift & Company. 8. The Manager shall have charge of all business pertaining to the Benefit Association. He shall employ such clerks and other assistants as may be necessary, prescribe the forms and blanks to be used, certify all bills and payrolls of the Benefit Association, furnish the Committee such reports as they may require, decide all questions properly referred to him, and exercise such other authority as may be conferred on him by the Trustees or the Committee. 9. There may be an Assistant ^lanager, who shall exercise all the •> authority of the ^Manager, in his absence, and shall at all times perform such other duties as may be assigned to him by the Trustees, Committee or Manager. 10. There shall be a Medical Director who shall, subject to the approval r id control of the Manager, appoint ^Medical Examiners, assign them to locations, direct their work and have general supervi- sion of the medical and surgical affairs of the Benefit Association. The Medical Director may be the same person as the ^fanager or Assistant Manager. The Manager, Assistant Manager, anil Medical Director shall be appointed by the Trustees. 1590 CORPORATION FORMS AND PRECEDENTS. li. The Medical Examiners shall make the required physical exami- nation of applicants for membership in the Benefit Association, pre- pare applications, report the condition of sick or injured members, decide when members are disabled, and when they are ready for work, certify bills for surgical treatment, perform such other duties as may be required of them by the Medical Director and conform to such rules as he may establish. 12. Whenever used in those Eules the words "Medical Officers" shall be held to mean the Medical Examiner in charge of any case, and the Medical Director. 13. The fiscal year of the Benefit Association shall begin with the first day of January of each year. At the close of each fiscal year the accounts of the Benefit Fund shall be audited, and the condition of the Fund reported by competent person or persons selected for that purpose by those members of the Committee who represent the members of the Benefit Association. 14. Amendments to the Eules of the Benefit Association may be proposed to tlie Committee at any quarterly meeting by any member of the Committee. Amendments so proposed may be acted upon only at a subsequent meeting. No amendment shall be operative unless adopted by the affirmative vote of two-thirds of all the members of the Commit- tee, approved by the Board of Directors and duly certified by the Man- ager to the Trustees. Any amendment so adopted, approved and certi- fied shall be announced by the Manager and shall be binding upon the Trustees, and upon the members of the Benefit Association, and all persons claiming through them from the date specified in the announce- ment thereof. MEMBERSHIP. 15. All employes of Swift & Company who are contributing to the Benefit Fund shall be called "Members of the Benefit Association." 16. There shall be eight (8) classes of members. The highest class in which an employe may be a member shall be determined by his regular or weekly pay, as per schedule. For employes paid by the hour, piece or in any other way than by the week, the highest class shall be determined by the usual amount of earnings in a week. 17. No employe shall be required to become a member of the Benefit Association. 18. Any employe may, upon passing a satisfactory medical exam- ination and the approval of his application by the Manager, become a member of the highest class allowed by his pay or in any lower class. Any employe over 45 years of age who entered the employ of Swift & Company prior to January 1, 1907, may on or before December 31, 1907^ upon passing a satisfactory medical examination and approval of his application by the Manager, become a member in the highest class allowed by his pay at the same rates as are prescribed for members under 45 years of age. • Any member 45 years of age or over who does not take advantage of this provision on or before December 31, 1907, or who enters the em- ploy of Swift & Company on or after January 1, 1907, may become a EMPLOYES' BENEFIT A8S(X:iATU)XS. 1591 member of the highest class allowed by his pay at the rates provided in the schedule for employes 45 years of age aiiany, or my being relieved or discharged therefrom, nhall forfeit my membership in tlie said Benefit Association, and all rights, benefits, t or ffiuities arising therefrom; except that such termination of my em- ployment shall not (in the absence of any of the other foregoing causes of forfeiture) deprive me of any benefits to the payment of which I may be entitled by reason of disability, beginning and rei)0rted before and continuing without interruption to and after such termination of my employment, nor of the right to continue my membership in respect of death benefit only, as provided in said Rules. In witness whereof I have signed these presents at , in the County of , State of , this day of , A. D. 19. . . ., this application to take effect on such date as may be designated by said Manager. The following changes made before said execution: Witnc-s : .♦ The foregoing application is approved at the oflfice of the .Manager of Company Employes Benefit Association at Chicago, in the County of Cook, State of Illinois, this day of , A. D. 19 , to take effect the day of , A.D. 19.... ^lanager of Benefit Association. The application, accompanied by the report of the Medical Examiner, shall be forwarded to the Manager, and, upon approval by him, the applicant shall become a member from as early a date as notice of ap- proval can reach him — and the Manager shall issue to him a certificate of membership. 27. If any applicant for membership or for change in membership has physical defects which would preclude the approval of his applica- tion, if presented unconditionally, his application may nevertheless be approved; provided, that he execute an agreement in writing, satisfac- tory to the Manager, to the effect that he shall not be entitled under his membership to any benefits for disability caused by, arising from or growing out of such defects, such agreement to be attached to and to be maile a part of his said application, and such modification of the pre- scribed forms of application is hereby authorized. 28. The application of a married woman must be signed also bv her husband, and that of a minor by the father, or if the father be not living, or be not the head of the family, by the mother, or the legal guardian, unless otherwise ordered by the Manager. CONTRIBUTIONS. 29. The word "Contri])utions " wherever used in these Rules shall be construed to mean such designated portion of the wages payable by Swift & Company to an employe as he shall have agreed in his ap- plication that Swift & Company shall apply for the purpose of secur- ing to him the benefits of the Benefit Association, or such cash payment as it may be necessary for a member to make for said purpose. 30. Contributions shall be made weekly or fortnightly in advance at rates as provided for in schedule. Contributions from members not 1594 CORPORATION FORMS AND PRECEDENTS. in service but continuing death benefits shall be payable quarterly in advance. 31. Contributions for auy week or fortnight will be due on the first day of that week or fortnight, and will ordinarily be deducted for the ensuing week or fortnight from the member's wages on the payroll for the preceding week or fortnight. When a member has no wages on the payroll any contributions due , from him must be made in cash, otherwise he will he in arrears. A member in the service shall make such cash payments to the Manager through the Cashier of the plant at which he belongs. A member who has left the service and is contributing for death benefits only shall make such cash payments direct to the Manager. 32. Benefits shall not be due on account of disability beginning or death occurring while a member is in arrears. "When a member is in arrears for two months his membership shall cease and he shall have no further right or claim against the Benefit Association. 33. When a member recovers from his disability his contributions for the week in which he recovers, if not already paid together with his contributions for the following week or fortnight, shall be deducted from the payroll of the week in which he recovers. 34. A member shall not make contributions for any time of dis- ability beyond the week or fortnight in which disability begins, except as specifically provided in the Eules. When wages are paid during disability the usual contributions shall be made. 35. When a member's service terminates there shall be due him as refund any excess of contribution he may have made above what is neces- sary to adjust his account up to the termination of his service. Any such refund shall be payable upon application therefor by the member. DISABILITY. 36. Wherever used in these Eules the word "Disability" shall be held to mean physical inability to work by reason of sickness or accidental injury, and the word "Disabled" shall apply to members thus physically unable to work. The decision as to when members are disabled and when they are able to work shall rest with the Medical Officers of the Association, and their decision shall be final and binding upon the members, subject to the pro- visions of Section No. 52. In considering the question of disability, subjective symptoms or alleged symptoms will be given due weight, but these, in themselves, unsupported by objective or discoverable symptoms, shall not entitle a member to be considered disabled. BENEFITS. The following benefits shall be paid to members or beneficiaries entitled thereto, in accordance with the provisions of the Rules. ACCIDENT BENEFITS. 37. Payment for each week (or proportionately for jmrt of a week, excluding Sunday) of dis:tbility classed as due to accident for a period not longer than 104 weeks, at benefits as per schedule. Also payment to or EMPLOYES' BENEFIT ASSOCTATTOXS. 1595 in behalf of tho m('inber of such an amount for necessary surgical treat- ment as may be approved by the Medical Director. No member shall have authority to contract bills against the Benefit Association and nothing herein shall be held to moan or imply that the Benefit Association shall be responsible for the jiaynient of such bills as a member may contract, or his surgeon may charge. Bills for surgical attendance to be considered by the Benefit Association must be made out against the mendier and must be itemized. To establish a claim for accident benefits, the accident must be reported immediately upon its occurrence, and there must be ex- ternal positive and visible evidence of physical injury by accident sufficient to cause inmiediate disabdity. In cases of alleged sprain, strain, wren«h and the kind, whore i)hysical jjrDof of disabling injury is lacking, the member must furnish substantiated history satisfactory to the .Manager, of violence accidentally inflicted, sufficient and liable to cause disabling injury, otherwise accident benefit will not be allowed. When a member meets with any accident from which disability may result and on account of which he wishes to reserve the right to claim ac- cident benefits, he shall report the accident to his timekeeper immediately upon its occurrence, and al?o report in person to the Medical Examiner, the same as is provided in cases of actual disability. If a member receives accidental injuries producing the immediate sever- ing of, or necessitating in the opinion of the Medical Officers of the Benefit Association, the amputation of a hand or foot at or above the wrist or ankle, he may either receive weekly benefits and payment of surgical bills. as hereinbefore provided, also an artificial limb, when such can be worn. or in lieu thereof and in full of all claims or demands of whatsoever nature against the Benefit Association, arising from such injuries, ho may receive as per schedule— and twice those benefits are provided in schedule in case of loss of both hands or both feet, or of one hand and one foot. If a member receives accidental injuries resulting in the total loss of sight of one eye, he may either receive weekly benefits and payment of surgi- cal bills, as hereinbefore provided, or in lieu thereof and in full ot all claims or demands of whatsoever nature against the Benefit Association, arising from such injuries, he may receive as per schedule — and twice these benefits are provided in schedule in case of total loss of sight of both eyes. SICK BENEFITS. 38. Payment for each week, except the first six working days (or pro- portionately for part of a week, excluding Sundays) of disability classed ns due to sickness, for a period not longer than 52 weeks, at the same benefits as for accident benefits, and at half such benefits for an additional period "of 52 weeks. When a member shall have received full benefits for 52 weeks and half benefits for 52 weeks additional for sickness disability from the Benefit Fund, he shall not be entitled to further disabdity benefits. To establish a claim for sick benefits there must be positive evidence of acute or constitutional disonso sufficient to cause disability. Disability resulting from infection of a cut. abrasion, scratch, puncture or other wound, or from any injury not immediately disabling and not reported at the time of the accident causing the injury, or from poison however taken into or acting upon the body, or from any overdose of 1596 CORPORATION FORMS AND PRECEDENTS. medicine or drug taken by mistake, or from surgical operation necessary for the removal of some defect, which would otherwise produce disability, or from sunstroke, or frost-bite shall be classed as due to sickness. 39. A member shall not be entitled to receive benefits continuously for more than 10-i weeks for any disability. 40. • A member who has received sick benefits to the full extent con- templated by these Kules, may retain his membership in respect to death benefit only, by contributing for the same, such contribution to begin at the expiration of his right to sick benefits, otherwise his membership shall cease 41. In case of any grave injury or chronic sickness where a member desires to accept a lump sum in lieu o^ the benefits which might become due him or on his account, and in full of all obligations of the Benefit Association arising from his membership, the Manager shall have authority to make full and final settlement with such member on such terms as may be agreed upon in writing. All such settlements shall be reported to the Committee at their next meeting. 42. Benefits on account of continued disability will be paid fortnightly. Benefits for short periods of disability will be paid as soon as the amount due can be ascertained. Benefits shall be payable only to the disabled member or in accordance with his written order, when approved by the Manager or his legal rep- resentative; but payment for surgical treatment may be made to the attend- ing surgeon. When, in the opinion of the Manager, a member is legally incompetent, disability benefits due him may, at the discretion of the Manager, be paid to his wife or to some other member of his family for the use and benefit of the member, and such payments shall be made a bar to any subsequent claim on the part of the member or his legal representative for amounts so paid. 43. When a member becomes disabled, he shall notify his tiriiekeeper immediately or cause him to be notified. In reporting disability the mem- ber shall give his house address. If he fails to give notice until he re- covers, he shall not be entitled to benefits unless he proves his disability to the satisfaction of the Manager, and gives satisfactory reason for failure to give notice. If he gives notice during disability, but delays in so doing, he shall not be considered disabled before the day on which notice is given, unless he proves his disability before that day to the satisfaction of the Manager, and gives satisfactory reason for delay in giving notice. When a member becomes disabled he shall, also, unless unable on ac- count of the disability, report immediately to the Medical Examiner at his office during business hours. A disabled member not confined -to the house by his disability, shall also report at the ^Medical Examiner's office from time to time as requested, and keep any other appointments made by the Examiner. Members who avoid the ^ledical Examiner or neglect to report or keep appointments shall not be entitled to benefits. If a member who has been reported as able to work by the Medical Examiner, is not able to work on the day set, he shall immediately notify his timekeeper, and the Medical Examiner, and report to the latter in person, if possible; otherwise he shall not be considered disabled after the day set for his return to work. I EMPLOYES' BENEFIT ASSOCIATIONS. 1597 44. When a member becomes disabled when away from home whether on business for Swift & Company or leave of absence he shall not be en- titled to benefits unless he reports his disability immediately and proves it to tho satisfaction of tlio Manager. 45. When a disabled member wishes to leave home, he shall obtain from the Medical Examiner written approval of ahsenco for a specific time, shall furnish him satisfactory proof of disability, while absent, and report immediately to him on his return, otherwise he shall not receive benefits while absent. 46. Benefits shall not be payable for disability directly, indirectly or partly due to Intoxication, or to use of alcoholic liquors an a beverage, or to immoderate use of stimulants or narcotics, or to unlawful acts or im- moralities, or to venereal diseases, however contracted, or to the results thereof, or to urethritis, orchitis, epididymitis, stricture or glandular swelling or abscess in the groin, however caused, or to fighting, unless in self-defense against unprovoked assault, or other encounter, such as wrest- ling, scuffling, fooling and the like, or to injury received in any brawl, or in any liquor saloon, gambling house or other disreputable resort. During disability coming under this Eule a member shall contribute for and be entitled to death benefit only. 47. Members shall not be entitled to benefits if they decline to permit th.e Medical Examiner to make or have made by any other physician, such examination as he may deem necessary to ascertain their condition when claiming disability. Disabled members must take proper care of themselves and have proper treatment. Benefits will be discontinued to members who. refuse or neglect to follow the recommendations of the Medical Officers. DEATH BENEFITS. 48. Payment in accordance with the conditions prescribed in the Eules upon the death of a member, as per schedule. 49. Death benefit, together with any unpaid disability benefits, shall be payable to the beneficiary of a deceased member upon proof of claim. A part of the death benefit, not to exceed $100, may, at the discretion of tho Manager, be paid before final settlement to meet funeral or other urgent expenses, incident to the death of a member. 50. If a member commits suicide before the end of the first year of his membership, the beneficiary shall, upon proof of claim, receive such amount only as such member has contributed for death benefit under tlie Kules at time of death, and such amount shall be in full satisfaction of all claims. 51. Claims for disability benefits must be made within thirty (30) days of the time such benefits accrue. Claims for death benefits must be made within two (2) years from the death of the member. CONTROVERSY. 52. In any controversy, claim, demand, suit-atlaw or other proceeding between any member, his beneficiary or legal representative, and the Benefit Association, the certificate of the Manager as to any facts appearing in the records of the Benefit Association, or of Swift & Company, or that any writing is a copy taken from said records, or of any instrument on file in 1598 CORPORATION FORMS AND PRECEDENTS. said Benefit Assoc iatioiij or with Swift & Company, or that any action has or has not been talien by the Committee, or tho Board of Directors, shall be prima facie evidence of the facts therein stated. All questions or controversies of whatsoever character arisinj^ in any manner, or between any parties or person? in connection with tluj Bcuelit Association or the operation thereof, whether as to any claim for benefits preferred by any member or his legal representative or his beneficiary or any other person, or whether as to the construction of language or mean- ing of the Rules, or as to any writing, decision, instruction or acts in con- nection with the operation of the Benefit Association, shall bo submitted within sixty (60) days of the time of tho decision from which an appeal is taken to the i\Ianager, whose decision shall be final and conclusive., unless an appeal from such decision shall be taken to the Committee within thirty (30) days after notice of such decision to the parties interested. When an appeal is taken to the committee it shall bo heard by said Com- mittee without further notice at their next stated meeting, oi at such future meeting or time as they may designate, and shall be determined by a vote of the majority of a quorum, or of any other number not less than a quorum of the members present at such meeting, and the decision of the Committee shall be final and conclusive upon all parties, without exception or appeal. See Porms 1877-1879, post. See notes to Forms 1880, 1881, post. Form 1877. DEED OF TRUST BETWEEN BENEFIT ASSOCIATION AND TRUSTEES. This Deed of Trust, made this day of , A. D. 19 , by and betweeji (names omitted) and , parties of the first part, and and , parties of the second part, all of the City of Chicago, County of Cook and State of Illinois, witnesseth: Whereas, The said parties of the first part are desirous of providing for themselves, and such other persons who shall become beneficiaries under this Deed of Trust, benefits in case of sickness, accident or death, and for that purpose are desirous of providing for the safe-keeping and manage- ment of all funds that may be obtained or contributed for said purposes; and Whereas, The said parties of the first part have requested the said parties of the second part to act as first trustees of the said funds which shall accrue hereunder for the purposes aforesaid; and Whereas, The parties of the second part have agreed to act as first trustees under this agreement, as hereinafter provided, for the purposes aforesaid; and g, Whereas, It is desired by this Deed of Trust to definitely state the terms of this Trust and the plan of providing for such benefits in case of sickness, accident or death; Now therefore, in consideration of the premises, it is agreed as follows: First. The purpose of this Deed of Trust is to provide for the estab- lishment of a voluntary association, which shall be known as Swift & Com- EMPLOYES' BENEFIT ASSOCIATIONS. 1599 pany Eiiii)loyos Henofit Association, anil also to provide for the custody, inanagcinont and investment of the funds of said Association, and for the payment out of faid funds of definite amounts to such jiersons as contribute thereto, and who shall be known as "Members of the Benefit Association," when, under the Kuk's of the said Association, they are entitled to such payment, by reason of disability, and also in the event of the death of a member, for the payment of the amount provided by the Rules of said As- sociation to the person or persons designated by him, or the person legally entitled thereto. Second. The ftiiids of this xV.ssociation shall consist of contributions from members and from all other sources and interest paid thereon. Third. The general conduct of the business of said Association shall be under the direction of an Advisory Committee, which shall consist of fifteen (15) members, :aul after December 31, 1907, shall be made up as follows : The Treasurer of Swift & Company, a corporation organized under the laws of the State of Illinois, shall be ex officio a member and chairman of said Committee. The other members of the Advisory Committee shall be chosen annually in November, to serve for one year from the first day of January, next succeeding, and until their successors shall be chosen and assume office. Seven of said members shall be chosen by the Board of Directors of said Swift & Company, and the remaining seven by the employes who are members of the Benefit Association from among themselves, from such plants as shall be designated, from time to time, by the Advisory Com- mittee. Fourth. The members of the Advisory Committee chosen by the mem- bers of the Benefit Association, shall be elected by ballot, the vote being taken and certified by tellers of the different plants, designated by the Advisory Committee, and the polls shall be kept open for balloting during the business day at each plant. Fifth. For the year ending December .31, 1907, the members of the Advisory Committee shall be as follows: , Chairman; (names omitted) , y » > » Sixth. In the event of the termination of the service for Swift & Company, or of his membership in the Benefit Association, of any mem- ber of the Advisory Committee, his membership in the Advisory Committee shall thereupon cease. Any vacancy among the members of the Advisory Committee, elected by the contributing employes, shall be filled by the member of the same plant at which the retiring member was employed at the date of his election, who shall have received the next highest number of votes to the retiring mem- ber, and in the event that no one shall 1)e eligible as aforesaid to fill such vacancy, a member from the same plant shall be designated by the Presi- dent of said Swift & Company. The President of said Swift & Company shall also fill any vacancy amonc the members of the Advisorv Committee chosen bv the Board of Directors of Swift & Company. 1600 CORPORATION FORMS AND TRECEDENTS. Each member of the Advisory Committee shall serve uutil his successor IS chosen ami takes office. The ^lanager of the Association shall be Secretary of the Advisory Com- mittee and shall Jiave charge of its records. Seventh. The Advisory Committee shall have general supervision over the operations of the Association, and shall see that it is conducted in accordance \vith the provisions of this Deed of Trust, and the Kules and Eegulations adopted by said Committee. A majority vote shall be necessary for the determination of the ac- tion of said Advisory Committee and it may make sucli rules and regula- tions, for the conduct of the business of the Association as it may see fit, not inconsistent with the provisions of this Deed of Trust. Eighth. The Advisory Comnuttee shall hold stated meetings quarterly at Chicago, on the second Thursday of January, April, July and October, in each year, and shall meet at other times at the call of the Chairman thereof, and it shall be the duty of said Chairman to call a meeting at the -n-ritten request of five members of the Advisory Committee. Ninth. The Trustees of the Association shall appoint a Manager, who shall have charge of all business pertaining to the Association, and shall employ such clerks and other assistants as may be necessary, prescribe the forms and blanks to be used, certify all bills and payrolls and furnish the Advisory Committee with such reports as they may require, decide all questions properly referred to him, and exercise such other authority as may be conferred on him by the Trustees or the Advisory Committee. Tenth. The said Trustees may also appoint an Assistant Manager, who shall exercise all of the authority of the Manager in his absence, and shall at all times perform such other duties as may be assigned to him by the Trustees, Advisory Committee or the Manager. Eleventh. The said Trustees shall also appoint a Medical Director, who shall subject to the approval and control of the Manager appoint Medical Examiners, assign them to locations, direct their work and have general supervision of the medical and surgical affairs of the Association, The Medical Director may, in the discretion of the said Trustees, be the same person as the Manager or Assistant Manager. Twelfth. Medical Examiners shall make the required physical examina- tion of applicants for membership in the Association, prepare applications, report the condition of sick or injured members, decide when members are disabled, and when they are ready for work, certify bills for surgical treatment, perform such other duties as may be required of them by the Medical Director, INlanager or Advisory Committee, and conform to the Rules of the Association. Thirteenth. No Trustee under this Deed of Trust nor any member of the Advisory Committee shall ever receive any compensation for his serv- ices as such Trustee or as such member of the Advisory Committee. This section is, however, subject to the provision of Section Four of the agree- ment ' ' f]xhibit A, ' ' hereto attached. Fourteenth. In case of the death, resignation, permanent removal from Cook County, or inability to act of any of said Trustees, the Board of Directors of said Swift & Company shall choose a suitable person to fill the vacancy, and any substitute Trustee shall have the same power and authority and be subject to the same duties and liabilities as are provided EMPLOYES' BENEFIT ASSOCIATIUN.S. 1601 in the case of the Trustees named in this Deed of Trust, and as if originally named as such herein, and the substitution of such Trustee shall be certi- fied by the Chairman of the Advisory Committee to the Trust Company with which this Deed of Trust is deposited, and shall be effective from that time. Fifteenth. The Trustees of the Assoc-iation shall have full power and authority over all funds belonging to it, and, without incurring any personal liability, they may and are hereby authorized and directed to enter into an agreement with said Swift & Company, providing for the handling of all funds by said Swift & Company; it Iteing understood that said Swift & Company shall, in consideration therefor, be obligated to pay interest at such rate as shall be determined by the Trustees hereunder with the approval of the Advisory Committee, and until otherwise fixed by them at the rate of five per cent, per annum on all monthly balances in its hands; provide for the expenses of operating the Association and guarantee the payment of all benefits, as provided by the Rules of said Association, a copy of which is hereto attached and marked "Exhibit B, " and made part hereof, and of any amendments thereof, certified by tlie Chairman of the Advisory Committee to the Trust Company with which this Deed of Trust is deposited. No Trustee under this Deed of Trust shall be liable on account of any funds of the Association, except in case loss is due to his own frauiiulent or willful act or negligence. Sixteenth. This Trust shall continue for the life of the last survivor of the parties of the first part and twenty-one (21) years thereafter, unless sooner legally terminated. Seventeenth. The fiscal year of the Association shall begin with the first day of January of each year, and at the close of each fiscal year the accounts of the Association shall be audited and the conditions thereof reported by some competent person or persons selected for that purpose by those members of the Advisory Committee chosen by the members of the Association. Eighteenth. Amendments to the Eules of the Association may be pro- posed to the Advisory Committee at any quarterly meeting by any member thereof; but such amendments shall not be acted upon until a subsequent meeting, and shall not be operative unless adopted by an affirmative vote of two-thirds of all members of the Committee and duly announced by the Manager, and any amendment so adopted, approved and announced shall be certified by the Chairman of the Advisory Committee and filed with the Trust Company with which this Deed of Trust is deposited, and shall be binding upon the members of the Benefit Association, and all persons claiming through or under them from the date specified in the announcement thereof. Until amended, as above provided, the Rules of said Association shall be as appear in "Exhibit B," hereto attached. Nineteenth. The Advisory Committee shall determine the requirements necessary for membership in the Association, and until otherwise provided by said Committee such membership shall be confined to employes of said Swift & Company; and the said Advisory Committee may divide the mem- bers of the Association into classes for the purpose of determining contri- butions and benefits, and may also provide for the transfer of a member from one class to another, and may also fix the amount of contributions 1602 CORPORATION FORMS AND PRECEDENTS. required of members, the manner of collection thereof, and the amount of benefits to be paid, and make all other necessary provisions for the con- duct of the business of the Association by the Manager and its other officers. Twentieth. The said parties of the second part acknowledge receipt of contributions by parties of the first part as follows: ■ NAME. AMOU-VT. Said contributions, together with all other contributions and receipts of said Association, and the interest thereon and increment thereof, are or shall be deposited with said Swift & Coiuijauy, in accordance with the provisions of the agreement hereinbefore authorized to be made by and between parties of the second part, and said Swift & Company. Twenty-first. In case, for any reason, it shall be found desirable to make any change in this Deed of Trust, or any addition, supplement or amendment thereto, same shall be made only after having been proposed at a previous quarterly meeting of the Advisory Committee, and upon the affirmative vote of two-thirds of all members of said Committee, and, after the same has been ratified by the Board of Directors of the said Swift & Company, shall be certified by the Chairman of the Advisory Committee to the Trust Company with which this Deed of Trust is deposited and thereafter shall be as eflfeetive as if originally part hereof. Twenty-second. In case, for any reason, it should be necessary tp pro- vide for the custody of any of the funds of the Association, other than with the said Swift & Company, then and in that event the said Trustees may deposit or invest the same in such safe and reliable manner and with such person or corporation or in such investment as they shall deter- mine to be in the best interest of the Association, and their act in the premises shall be sufficient evidence of their authority, and it shall not be necessary for any person dealing with them to look beyond this Deed of Trust and thp other papers relating to the Association deposited with the Trust Company holding this Deed of Trust. Twenty-third. It is the intention hereof, and this Deed of Trust is exe- cuted on the express understanding, that wherever the name Swift & Company occurs in this instrument it shall also be held to include the successor or successors and assign or assigns of said Swift & Company, and they shall be substituted for said Swift & Company, as occasion may require, with like force and effect, to all intents and purposes, as if expressly named herein, and the "Board of Directors" of said Swift & Company, wherever used herein, shall likewise be held to include the Board of Directors of the successor or successors and assign or assigns of said Swift & Company. In witness whereof, the parties hereto have hereunto set their handa and seals, the day and year first above written. (Signatures and seals omitted.) Sec t<»r Kxiiibit "A" referred to in above form. Form 1878, post, and for Exhibit "B," Form 1876, supra. See notes to Forms 1880, 1881, post. J I EMPLOYES' BENEFIT ASSOCIATIONS. 1603 Form 1878. TRUST AGREEMENT AS TO FUNDS OF EMPLOYES BENEFIT ASSOCIATION. This agreement, made and entered into l)y and between and , as Trustees of Swift & Company Kmi-loyes Benetit Association, under a Deed of Trust date.l , 19 , parties of the first part, and Swift & Company, an Illinois corporation, party of the second part, witnesseth: Whereas, under and by virtue of the said Deed of Trust, the said parties of the first part have been authorized to enter into an agree- ment witli party of the second part, relating to the funds of said Asso- ciation, a copy of which Deed of Trust is hereunto attached, marked "Exhibit A," and made part hereof, and Whereas, the said party of the second part is interested in furthering the purposes of the said Association, and is willing to accept the custody of its funds, as hereinafter provided, and pay interest thereon and pro- vide for its expenses and guarantee payment of its benefits. Now, therefore, in consideration of the premises, the said parties agree and bind themselves as follows: (1) Said parties of the first part hereby authorize and request party of the second part to deduct from its payrolls out of wages due its employes who are members of said Association, the amounts, from time to time, due from said members for the purpose of making contributions required to be made by them under the Eules of said Association, and the amounts so collected shall be held by party of the second part, under the provisions of this agreement. (2) Party of the second part agrees to pay out of such funds all benefits required to be paid by said Association, upon order of the said Trustees or the Manager of said Association. (3) Party of the second part also agrees to allow interest at such rate as shall be determined by the parties of the first part, with the approval of the Advisory Committee, and until otherwise fixed by them at the rate of five per cent, per annum on all monthly balances of said Association, and also to provide for the operating expenses of said Associa- tion, and hereby agrees to make good any deficiency in the funds of said Association to meet its obligations to members. (4) Party of the second part agrees to continue the pay or wages or to reimburse all members of the Advisory Committee for their time while engaged in business of the Association, or traveling to or from meetings of the Advisory Committee of the Association, and their expenses during such time shall be included in the operating expenses of the Association, which the party of the second part agrees herein to assume and pay. This agreement shall extend to and be binding upon the successors and assigns of the respective parties. Witness the hands of said parties of the first part and the said party 1604 CORPORATION FORMS AND PRECEDENTS. of the second part, by its duly authorized President, attested by its Secretary aud corporate seal, the first day of July, A. D. 1907. (Names of Trustees omitted.) [Se.\l of Compaxy] Swift .& Company, Attest: By Louis F. Swift, President. D. E. Hartwell, Secretary. See also Form 1877, .supra, for Exhibit "A" referred to in above form. See Form 1876, ^itpra, for Kulcs of the Association. Form 1879. SCHEDULE OF CONTRIBUTIONS TO EMPLOYES BENEFIT ASSOCIATION. SWIFT & COMPANY EMPLOYES BENEFIT ASSOCIATION. SCHEDULE OF CONTRIBUTIONS FOR MEMBERS UNDER 45 YEARS OF A(IE. Members 45 years of age and over may enter on this schedule if they have been in the employ of Swift & Company continuously from December 31st, 1906, to date of entry and avail themselves of this privilege on or before December 31st, 1907. 'S Total loHB of "" '^ Wppklvao Total loss of siKht of both Weeklv puv of employes governirg o g r.I,?pnt nml Benefit in sight of one e.ves. or loss of bighust class they may enter. g >. . wir KpAa. case of eye or loss of both hands at ^ . ;3 c sicKiieae- jeath. one hand at wrist, or both SEE si kle. and one toot. 1 SO. 15 $3.00 $200.00 8400.00 $800.00 1 .20 3.00 400.00 400.00 800.00 $13.50 and under 3 .30 4.50 6UO00 000.00 1,200.00 4 .30 (i.OO 400.00 400.00 8t)0.00 5 40 0(10 800.00 800.00 1,000.00 Over $13.50 and not over .SI 8.00 G .50 U.OO 800.00 800.00 1,000.00 Over S18.00 and not over .¥3(100 7 .75 13.50 1.200.00 1.200.00 2,400.(10 Over *3O00 8 1.00 J8.00 1,000.00 l.(i00.00 3,200.00 Additional death benefits (as allowed by rules), five cents per week for each $200.00. .Members who have left the service and contriljute for death benefit only, 5 cents per week for each $200.00. Weekly accident benefit for 104 weeks and reasonable bill for surgical attention. Weekly sick benefit after the first six (0) working days for 52 weeks and half-weekly benefit for additional 52 vveek.s. SCHEDULE OF CONTRIBUTIO.XS FOR MEMBERS 45 YEARS OF AGE AND OVER AS FOLLOWS : Members joining between the ages of 45 and 50 years — one and one- half times above contributions. Members Joining between the ages of 50 and 55 years — one and four fifth times above contributions. Members joining between the ages of 55 years and 60 years — two and three-tenths times above contributions. Chicago, July 1, 1907. See Forms 1876-1878, supra, respectively, for Rules of the Association, Deed of Trust and Trust Agreement of Swift & Company Employes Bene-* fit Association. The subject of industrial insurance has for many years been the subject of legislation in Europe, and is yearly attracting more attention in Amer- ica. For a complete and exhaustive consideration of Ihis question, see the EMPLOYES' BENEFIT ASSOCIATIONS. ' 1605 treatise entitled "Industrial Insurance in the United States," by Charles Rifhiiioiul Henderson, Ks(\., published in January, 1909, in which is con- tained a suniinary of European laws in order to indicate the various ten- dencies of thought and activity in this field. As the author well says in the Preface, "Imitation of foreign measures is impossible, but each scheme may suggest a new starting point for American legislation," and on page 190 is found the following language: "Before the railroads under- took their relief deparlMients experiments had l^cen made on a small scale by private firms, and when the railroads had develojied their plans with manifest advantage the employers of smaller numbers of men in turn eidarged their schemes ;ind niultii)lied their number. Meantime the size of manufacturing plants lias rapitlly increased, until now many of theirs rival railroad corporations in the magnitude of their enterprises and the num- ber of employees. Some of the corporations also resendde the railroails in their i)rospects of permanence without regard to the persons who own their stocks anU or less per month, (i cents per month; earning more than $50 and not more than $100 per month, 8 cents per month; earning more than $100 per month, 10 cents per month. 6. CO-OPEEATION WITU COMPANY. The Company earnestly desires the co-operation of its employes in the payment of benefits for the first thirty days of disability, because it wishes every employe to assist in the prevention of ac<'idents. The Com- pany has exitendcd large sums in safe-guarding machinery and in an effort to protect its employes from injury, but without the. active co-opera- tion of the employes many accidents cannot be avoided. Under this plan the Company and the employes equally divide the payment of benefits during the first thirty days of disability, and thus every employe becomes financially interested in guarding against accidents and in seeing that his fellow workmen are equally careful. It is hoped that this mutual interest will lead to active cooperation on the part of the employes and that thereby accidents will be reduced to a minimum. 1) 'r. ...1 ul I 7. MANAGEMENT. This Department will be managed by a Board of Management com- posed of five members appointed by the associated companies. « All employes necessary to conduct this Department shall be appointed by the Board. The Board may arrange to have the benefits paid and the necessary medical examinations made through the organization of the Employes' Benefit Association. Should this be done, the Employes' Benefit Association will be reimbursed for all expenses incident to the work of this Departmant. 8. OPERATING EXPENSE. All expenses of this Department shall be paid by the companies associated in the administration thereof. No part of the contributions from employes shall be used to pay expenses, but such contributions shall be used solely to pay one-half of the disability benefits for the first 30 days. 9. ANNUAL REPORT. The fiscal year of the Department shall be the calendar year. A detailed report, including all receipts and disbursements, shall be printed annually, ::nd employes may procure copies thereof on application. 10. MEDICAL EXAMINERS. The medical examiners shall be appointed by the Board of Management. In every case of injury they shall make an examination of the injured employe; shall decide when an employe is disabled, and when able to work; and shall perform such other duties as shall be required of them by the Board of Management. No bills for medical or surgical treatment shall be paid by the Com- pany unless the medical examiner or the Works physician finds it necessary to provide additional or different medical or surgical treatment, or to remove the patient to a hospital in order to aid prompt recovery. 1608 CORPORATION FORMS AND PRECEDENTS. 11. DISABILITY BENEFITS. Benefits under this plan will be paid for personal injuries to employes caused by accidents arising out of and in the course of their employment at the works, twine, lumber and steel mUls, mines, and on the railroads. (a) For each working day, or part thereof, during the continuance of disability; During the first 30 days of disability one-quarter of the employe's average daily pay, and an equal amount paid out of the fund contributed by the employes, if the injured employe is a contributor to such fund; After the first 30 days, half-pay during the continuance of disability, but not for more than 104 weeks from the date of the accident. These disability benefits shall be payable every two weeks, and, in no case, shall exceed $20 a week. (b) An employe who has received disability benefits under this plan for a period of 104 weeks, and who is then totally disabled, shall, so long as his total disability continues, be paid an annual pension equal to 8 per cent, of the death benefit which would have been payable had the accident resulted in death. Such pension shall not be less than $10 per month, and shall be payable monthly. (c) Disability benefits shall be based upon the average daily wages received during the 60 days worked preceding the accident. If the injured employe has not been in the Company's employ for 60 days prior to the acci- dent, then upon the average daily wages received during the period he has worked. (d) No disability benefits shall be paid unless written claim therefor be made to the Board of Management within thirty days after the date of the accident. 12. SPECIAL BENEFITS. Loss of feet and hands: (a) If the injury causes the immediate severing of, or (in the opinion of the medical examiner or Works physician) necessitates the amputation of a hand or foot at or above the wrist or ankle: One and one-half years' average wages, but in no event less than $500 nor more than $2,000; (b) In case of the loss of both hands or both feet, or one hand and one foot, as aforesaid: Four years' average wages, but not less than $2,000. Eyes: (a) In case of the total and irrecoverable loss of the, sight of one eye: Three-fourths' of the average yearly wages; (b) In case of the total and irrecoverable loss of the sight of both eyes : Four years' average wages, but not less than $2,000. Payment of special benefits: An employe receiving special benefits shall not be entitled to any other benefits except as hereinafter stated: If any employe entitled to special benefits dies before the payment thereof, no special benefits shall be paid, but his dependent relatives shall be entitled to death benefits as hereinafter provided. If an employe who employes;' I^EXEFIT associations. 1609 has received special benefits dies as the result of the injury within twelve months from the date thereof, then death benefits shall be paid, but there shall lie deducted from such death benefits all 8um« theretofore paid as special benefits. No special benefits shall be paid on the basis of annual wages exceeding $2,000 J nor unless the loss of foot, hand or eye shall occur within twelve months after the date of the injury, and shall be the direct result of the injury, nor unk'ss written claim therefor be niade to the Board of Manage ment, within thirty days after the loss of the hand, foot or eye. 13. LUMP-SUM SETTLEMENTS. In case of serious injury, where the employe desires to accept a lump sum in lieu of weekly disability benefits and pension, the Board of Man- agement has authority to make full and final settlement with such employe on such terms as may be agreed upon in writing. 14. DEATH BENEFITS. The amount of compensation for death resulting from accidental ii.jury arising out of and in the course of employment shall lie: If the employe leaves a widow, child or children, or other relatives, dependent upon his earnings for their support, benefits shall be paid as follows : (a) If death results from such accident before the expiration of 16 weeks from the date thereof: Three years' average wages (but not less than $1,500 nor more than $4,000). (b) If death results from such accident between the end of the sixteenth week and the end of the fifty-second week after the date thereof: Two years' average wages (but not more than $3,000), less all disability benefits paid. If the employe leave no widow, children or other relative, dependent upon him for their support, then reasonable hospital and medical expenses, and a further sum for burial expenses not less than $75 nor more than $100. All death benefits shall be paid to the administrator or ex'ecutor of the deceased employe, in trust for the widow, children, or relatives, who were dependent. iS'o death benefits shall be paid unless death result within fifty-two weeks from the date of the accident, nor unless a written claim therefor shall be filed by the executor or administrator of the deceased employe with the Board of Management within three months after the emploj'e 's death. 15. AVERAGE YEARLY WAGES. "Average yearly wages" as used herein with reference to special and death benefits shall be computed as follows: The employe 's average daily wages during the year of his employ- ment preceding tlio date of the accident shall be multiplied by the number of working days in that year. If the injured employe has not been employed for a whole year, then the average yearly wages shall be com- puted by multiplying such employe's average daily wages, during the time he has been employed, by the number of working days in the year preceding the date of the accident. 1610 CORPORATION FORMS AND PRECEDENTS. 0^6. NOTICE OP ACCIDENT. To entitle an injured employe to benefits, he must immediately give notice, or cause notice to be given, to his timekeeper, of the time and place of the accident, the nature and cause of the injury, and of his residence address, and must submit immediately to a physical examination by the medical examiner or Works physician, or other physician designated by the Company, and strictly follow the directions given by such medical examiner or physician. ^ The payment of benefits shall cease if the injureu empioye refuses to fol- low the directions of the medical examiner, Works physician, or physician designated by the Comjiany, and shall cease when the medical examiner or Works physician reports an employe who has been injured as able to work. 17. DISABILITY DEFINED. The word "disability," whenever used in this plan, means inability to work at any gainful occupation whatsoever, whether of the kind the employe was engaged in at the time of the injury, or not. No benefits shall be paid unless the injury or death is caused, directly and solely, by an accident arising out of and in the course of the employ- ment. Benefits shall not be paid for any injury or death caused by acci- dent unless there shall be external and visible marks upon the body of physical injuries, which, in case of death, must have been sufficient to have caused such death. Benefits shall not be paid for any injury, or death resulting from or caused, directly or indirectly, wholly or in part, by the intoxication or partial intoxication of the employe, or by his failure to use the safety appliances provided by the Company, or by his gross or wilful misconduct. No benefits shall be paid for injuries resulting from accidents due to causes beyond the control of the employer, such as riots, conflagrations, lightning, cyclones, hurricanes, storms, floods, earthquakes, or any acts of God. 18. MEANING OF WORD * ' COMPANY. ' ' The word '-'Company" whenever used in this plan, shall mean the com- pany for which the employe is working when injured. 19. ADJUSTMENT OF CLAIMS. The decision of the medical examiner or Works physician as to the existence and duration of disability shall, subject to the approval of the Board of Management, be binding upon all employes. The decision of the Board shall be final in regard to all questions arising in connection with the administration of the Department and the payment of benefits; pro- vided, however, that any employe dissatisfied with the decision of the Board of :\Ianagpment, may take an appeal, in writing, to the Trustees of the Employes' Benefit Association. Such appeal shall be taken in the same manner, and upon the same notice, as is required by the Eules of the Benefit Association in the case of appeals from the decision of the Superintendent of said Association to the Trustees thereof. 20. ACCEPTANCE OF BENEFIT.^. The acceptance of any of the benefits herein provided shall operate as a release and satisfaction of all claims against the Company, and EMPLOYES' BENEFIT ASSOCIATION'S. 1611 all other companies associated in this Di-iiartincnl, aiisiii;^ out of the injury or death for which such benefits are paid. All persons accepting benefits shall give a written receipt evidencing such release. No death benefits shall be due or payable unless such a release shall have been duly executed by all persons wlio might legally assert any claim growing out of the death of the employe. Tlie commencing of any legal action what- soever against any of the companies associated in this Department on account of such injury, by the employe, or in the event of his death, by his executor, administrator or personal rejjrescntatives, shall be a bar to the recovery of any and all lienefits herein provided; but in such event the employe shall be entitled to have refunded to him any contributions paid since the receipt by him of disability benefits, and no more. The benefits of this plan are offered upon the express condition that all the rules and regulations herein contained shall be faithfully and strictly obeyed by the employes, and a complete compliance with each and all such rules and regulations shall be and is a condition precedent to the right to receive any benefits whatsoever. 21. AMENDMENT OF PLAN. The Company reserves the right to change, alter or modify these regu- lations at any time. Notices of all changes shall be posted at the works, mills, mines and railroad stations at least thirty days prior to the date the same become effective. Such changes shall not apply to cases of injury occurring prior to the date when the change becomes effective. Note. If the person entitled to receive death benefits so desires, the Company will pay the amount of death benefits in monthly instalments of not less than $20 each, and allow -i per cent, interest upon all unpaid balances. See Forms 1876-1879, supra, and notes thereunder. See Forms 1881, post, and notes thereunder. Form 1881. BENEFIT ASSOCIATION PLAN FOR THE EMPLOYES OF INTERNATIONAL HARVESTER COMPANY AND SUBSIDIARY COM- PANIES—ORGANIZED SEPT. 1, 1908. EMPLOYES' BENEFIT ASSOCIATION. International Harvester Company. 1. OBJECT. The object of the Benefit Association is to provide its members with a certain income when sick, or when disabled by accident, and to pay to their families certain definite sums in case of death; to create and maintain a fund which shall belong to the employes, be used in payment of benefits to them, and cost them the least money possi- ble considering the benefits received. 2. OEGANIZATION. International Harvester Company, Inte'-na- tional Harvester Company of America, and subsidiary companies, have associated themselves with such of their employes as may join the same in the formation of this Benefit Association. 1612 CORPORATION FORMS AND PRECEDENTS. 3. The Benefit Association is in the executive charge of a Board of Trustees consisting of members representing the plants and departments of the International Harvester Company, the International Harvester Com- pany of America, and subsidiary companies, and a Superintendent. The headquarters of the Superintendent will lie at the general office of the Company in Chicago. 4. In these regulations, unless otherwise qualified, the titles "Com- pany," "President." "General Manager," and "Board of Directors" will be understood as meaning the International Harvester Company, the President, General Manager, and the Board of Directors of that Company. The titles, or terms, "Board of Trustees," "Superintendent," and "Med- ical Examiner," will be understood as meaning Board of Trustees, Super- intendent, and Medical Examiner of the Employes' Benefit Association. The term "Fund" will be understood as applying to the Employes' Bene- fit Association. 5. The Benefit Fund will consist of contributions from members of the association, income or profit from investments, gifts or legacies to the Fund, and such contributions as may be made by the Company from time to time. 6. COMPANY'S CONTRIBUTION. At the end of ^ each year, if the average membership in the Benefit Association during that year has equalled 50 per cent, of the average total number of employes in the Com- panies' manufacturing plants, the Company will contribute $25,000 to the fund, and if such average membership has equalled 75 per cent, of such total number of employes, the Company will contribute $50,000 to the fund. The Company agrees to temporarily advance funds when neces- sary for payments of benefits at due dates; to guarantee the safety of the fund and to pay semi-annual interest on the average balances at four per cent. 7. HANDLING OF FUND. The contributions from the Company shall be applied, first, toward the necessary expenses of conducting the Association. Any portion of the Company's contribution remaining after the payment of such expenses shall be available for the payment of bene- fits. The contributions from the members shall be used only for the pay- ment of benefits. If a surplus shall accumulate it shall remain under the control of the members of the Association through their representatives on the Board of Trustees, and if a deficit arises the Company will make temporary advances to pay the same. 8. BOARD OF TRUSTEES. There shall be a Board of Trustees of thirty members to be chosen annually in December, to serve for one year from the first day of January next succeeding and until their successors shall take office, as follows: One half shall be chosen by the employes who are members of the Asso- ciation; one representative to be chosen by employes from each "Works, including the Works of subsidiary and affiliated companies and the field force of the Sales and Collection Departments of the International Har- vester Company of America. An equal number shall be chosen by the Board of Directors of the Company. The President shall be ex-officio, a member and chairman of the Board EMPr>OYKS' BENEFIT ASSOCIATION'S. 1613 of Trustees, and entitled to vote. He shall have the power to appoint a temporary chairman to serve in his absence. The number of Trustees may be increased or decreased after the first year by a majority vote of the Trustees, but at all times one-half shall be elected by the employes and one-half appointed by the Company. (a) QUORUM. A majority of the Board of Trustees shall constitute a quorum for the transaction of business. (b) ELl'XJTION. The mem]>ers of the Board of Trustees chosen by the members of the Benefit Association shall be elected by ballot, from the respective Works or Operating Departments, on the first Monday in December. Each meiid)er of the Benefit Association shall be entitled to cast one vote, and the votes shall be taken and certified under oath by tellers selected by the Trustees. (c) TRUSTEES FOR FIRST QUARTER. The first Board of Trus tees to serve to January 1, 1909, shall be appointed by the President or General Manager. (d) TERMINATION OF MEMBERSHIP. In the event of termina- tion of service of any member of the Board of Trustees, his membership in the Board shall thereupon terminate. (e) VACANCIES. Any vacancy among the members of the Board of Trustees elected by the employes shall be filled by special election at the same Works or Operating Department. Any vacancy among the members chosen by the Board of Directors shall be filled by appointment of the President or General Manager. (f) SECRETARY. The Superintendent of the Association shall be Secretary of the Board. He shall have no vote. (g) DUTIES OF BOARD OF TRUSTEES. The Board of Trustees shall appoint and have general supervision over the Superintendent, and of the operation of the Association, and see that they are conducted in accordance with its regulations. (h) MEETINGS. Trustees shall hold stated meetings, quarterly, on the fourth Thursday of January, April, July and October, at the general office of the Company, Chicago, and shall meet at other times at the call of the Chairman. , (i) SPECIAL MEETINGS. It shall be the duty of the Chairman to call special meetings of the Trustees upon the written request of seven of its members. (j) TRAVELING EXPENSES. The necessary traveling expenses of Trustees, actually incurred, and pay or wages of such members for time engaged in traveling to and from meetings of the Board and attending ! ame, shall be paid by the Company. 9. ANNUAL REPORTS. The fiscal year of the Association shall 1 egin with the first day of January of each year. The first fiscal year shall be from September 1, 190S, to January 1, 1910 The condition of the Fund at the close of each year shall be audited and reported on by a competent person or persons selected for that pur- pose by the Trustees elected by the members of the Association. A detailed re})ort, including all receipts and disbursements, shall be printed annually, and members may procure copies on application. The books shall be open at all times to members. 1614 CORPORATION FORMS AND PRECEDENTS. 10. SUPERINTENDENT. The Superintendent of the Benefit As- sociation shall be appointed by the Trustees. Under the direction of the Board, he shall have charge of all business of the Association; employ necessary clerks and other assistants; prescribe the forms and blanks to be used; certify all bills and pay rolls; sign all orders for payment of ben-efits; furnish to the Board such reports as they may require, and decide all questions properly referred to him. He shall have authority to appoint physicians, medical examiners, and visiting nurses, and shall have general supervision of all medical and surgical affairs of the Association. 11. MEDICAL EXAMINERS. Medical Examiners shall make required physical examination of applicants for membership in the Benefit Associa- tion, prepare applications, report the condition of sick or injured members, decide when members are disabled and when they are able to work, whether any disability shall be considered a relapse or original disability, and whether cause of disability shall be classed as due to sickness or accident, and perform such other duties as may be required of them by the Superin- tendent. Medical Examiners of the Association shall in each case make an ex- amination of disabled members in order to report intelligently, and each member must choose and pay for his attending physician. No bills for medical or surgical attendance are paid by the Association unless the Medical Examiner finds it necessary to provide additional or different medical or surgical treatment, or to remove patient to a hospital in order to make possible reasonably prompt recovery. Bills to cover such cases will be paid by the Association after proper certification by the Medical Examiner. 12. MEMBERSHIP, (a) All employes • of the International Har- vester Company, International Harvester Company of America, and sub- sidiary companies who apply for memliership and conform to the regula- tions, shall be members of the Association. From and after May 1, 1910, the membership shall be divided into two classes known as "Class A" and "Class B. " This division is neces- sary bec'ause the International Harvester Company and certain other com- panies have established an Industrial Accident Department, which will provide benefits for their employes working at the manufacturing plants and mines, and on railroads, in all cases of injury caused by accidents arising out of and in the course of their employment. MEMBERS OF CLASS A. Class A shall include all members not em- ployed at the manufacturing plants or mines, and all others not entitled to benefits under the Industrial Accident Department plan. Members of this class shall be entitled to receive from the Benefit Asso- ciation, benefits for sickness, accident and death occurring whether on or off duty, but no benefits under the Industrial Accident Department plan. MEMBERS OF CLASS B. Class B shall include all members who are employed at the works, twine mills, steel mills and mines, and all other members who are, or may hereafter become, entitled to the benefits pro- vided by the Industrial Accident Department. Members of this class shall be entitled to receive from the Benefit Asso- ciation benefits for sickness, injuries and deaths, except injuries and deaths resulting from accidents arising in the course of their employment. EMPLOYES' BENEFIT ASSOCIATIOXS. 1615 For injuries or deaths resulting from accidents arising in the course of their eMH)loyiiient, members of Class B shall receive Ijenefits as provided hj the Industrial Accident Department plan. (b) CLASSIFICATIOX OF MKMHKHH. On May 1, 1910, the date when the i)lan of the Industrial Accident Department becomes effective, all the then members of the l^enofit Association shall V^e divided by the Superintendent into Class A and Class B, and thereupon the members assigned to each class shall pay the C()ntril)utions and be entitled to the benefits of the respective class to whicli tlicy have been assigned. 13. ELTGIBTLITY. (a) Any employe in service on or before Sep- tember 20, 1908, may become a member of the Association without medical examination and without age limit at any time prior to January 1, 1909. (b) Thereafter, any employe not over forty-five years of age may, upon passing a satisfactory medical examination and upon approval of his application by the Superintendent, become a member. (c) Further, any employe over forty-five years of age may, upon passing a satisfactory medical examination, and upon approval of his application by the Superintendent, become a memlier under the same regulations, except that the death benefits in such cases shall be only $100. 14. TEMPORARY LAY-OFF. Any menilier who is temporarily re- lieved from service for a period not exceeding ninety days may retain his membership . during such absence by paying his contributions each month in advance, the amount of contributions during such absence to be based upon previous two mouths' average contriliutions. 15. LEAVING SERVICE. When a member resigns from the service or leaves the service without notice, or absents himself without notice (unless ho afterwards gives reasons satisfactory to the Superintendent), or is discharged, or is laid off for a period longer than ninety days, his membership in the Association shall terminate with his employment, and he shall not thereafter be entitled to any benefits except for disability beginning and reported before such termination of employment and con- •tinuing without interruption. Any employe leaving the service who has been a member of the Benefit Association for one year, or who was a member of the' Association Jan- uary 1, 1909, and has been in the service five years, may continue his memliership in respect only of the minimum death benefit which he has held during the last year of employment, or of any smaller amount, upon making supplementary application therefor before termination of em- ployment or within five days thereafter. 16. REINSTATEMENTS. Any member paying contributions in ad- vance during the entire period of his temporary leave of absence, or during the entire period that he is temporarily relieved from service, may re- sumo membership without a medical examination, i>rovided. Jiowever, that his absence docs not exceed ninety consecutive calendar day If any member contributing for death benefits only is re-employed, he shall resume full membership upon passing a satisfactory physical exami- nation. 17. AFPLICATION. CLASS A. Membership in Class A shall be based upon an application in the following form: 1616 CORPORATION FORMS AND PRECEDENTS. APPLICATION FOR MEMBERSHIP (CLASS A) IN EMPLOYES' BENEFIT ASSOCIA- TION OF INTERNATIONAL HARVESTER COMPANY. General or Collection Agency Occupation Dept. or Works Nationality Date Entered Service Check No To the Superintendent of Employes' Benefit Association of International Harvester Company : I, , being years of age, and residing at No Street, in the City of , in the County of , and State of , now employed by , do hereby apply for membership (Class A) in said Ein[)loyes' Benefit Association, and agree to be bound by the regulations of said Association, a copy of which has been by me received, and by any other regulations of said Benefit Association hereafter adopted and in force during my membership. I also agree, request and direct that said Company, by its proper agents, and in the manner provided for in such rules, shall, during the continu- ance of my employment, aj)ply as a voluntary contribution from any wages earned by me under said employment one and three-quarters (1%) per cent, of my wages, for the purpose of securing the benefits provided in the regulations for a member of Class A of said Association. Unless I shall hereafter otherwise designate in writing, with the approval of the Superintendent of the Benefit Association, death benefits shall be payable to my wife (husband), if I am married at the time of my deaths or if I have no wife (husband) living, then to my children, collectively, each to be entitled to an equal share, including as entitled to'the parent's share the children of any dead child; or, if there be no children or chil- dren's children living, then to if living, and if not living, to my father and mother jointly, or the survivor; or if neither be living, then to my next of kin, payment in behalf of such next of kin to be made to my legal representative; or, if there be no such next of kin, or if proper claim is not made to the Superintendent within one year from the date of my death, the death benefit shall lapse, and the amount thereof shall be- come and remain a part of the Benefit Fund. I also agree, for myself and those claiming through me, to be governed by the regulations providing for final and conclusive settlement of all claims for benefits, or controversies of whatever nature, by reference to the Superintendent of the Benefit Association, and an appeal from his decision to the Board of Trustees. I also agree that any untrue or fraudulent statement made by me to the Medical Examiner, or any concealment of facts in this application, or any attempt on my part to defraud or impose upon said Benefit Association, or my resigning from or leaving the service of said International Harvester Company, International Harvester Company of America, or subsidiary company, or my being relieved or discharged therefrom, shall forfeit my membership in the said Benefit Association, and all rights, benefits and equities arising therefrom, except that such termination of my employment shall not (in the absence of the other foregoing causes of forfeiture) deprive me of any benefits to the payment of which I may be entitled by reason of disability beginning and reported before and continuing without interruption to and after such termination of my employment, nor of the right to continue my membership in respect to death benefit only, as provided in sai 1 rules. I certify that I am correct and temperate in my habits; that, so far as I know, I am now in good health, and have no injury or disease, constitu- tional or otherwise, except as shown in the accompanying statement made by me to the Medical Examiner, which statement shall constitute a part of this application. In witness whereof. I have signed my name hereto at in the County of , State of this day of , A. D. 19....; the member- EMPLOYES' BENEFIT ARSOC'TATION'S. 1617 ship issiiod umlor this application to take effect on Buch date as may be designated hy said .Superintendent. Signature of Ajjplicant. Witness The foregoing application is approved at the oflfire of the Superintend- ent of the Employes' Benefit Association, International Harvester Com- panv, at Chicago, Illinois, this day of , A. b. Ht Superintendent of Employes' Benefit Association. Class B. Mend)ership in Class B shall be based upon an application the same as that above jirescribed for iiiendiership in ("lass A, except that wherever the words "Class A" occur, the words "Class B" shall be sub- stituted; and in the third ])aragraph, instead of the words "one and three- quarters per cent." there shall be inserted the words "one and one-half per cent. ' ' SPECIAL APPLICATIONS. A member of "Class B," who is un- married and has no relatives dependent upon him, may, by making a spe- cial application in a form prescribed by the Superintendent and by con- tributing an additional one-quarter of one per cent, of his wages, entitle the beneficiary named in his original application to receive from the Benefit Association, accident death benefits (two years' average wages) in ease his death is due to accident wliile on duty. Should such member thereafter marry or have relatives dependent upon him, so that benefits for death caused by accident while on duty would be payable by the Industrial Accident Department, then he shall imme- diately notify the Chief Timekeeper where such member is employed, and shall cease paying the additional one-quarter of one per cent. If such mem- ber fails to give such notice and afterwards dies from injuries received while on duty, the death benefit shall not be paid by the Benefit Association, but shall be paid by the Industrial Accident Department in accordance with its rules. In no event shall benefits be paid })j the Benefit Association for injury or death due to accident while on duty, when the member is entitled to benefits therefor from the Industrial Accident Department. All memberships shall take effect on the date when designated by the Superintendent, and a Certificate of Mendiership shall be issued. NOTE. — For employes who are not required to pass a medical exami- nation upon application, part of clause (a) and part of clause (b) in section 13 referring to medical examination will be waived, 18. PHYSICAL DEFECTS. If any applicant for membership has physical defects which would prevent the approval of his application if presented unconditionally, his application may nevertheless be approved ; provided that he execute an agreement in writing, satisfactory to the Super- intendent, to the effect that he shall not be entitled under his mendiership to any benefits for disability caused by, arising from, or growing out of such defects; such agreement to be attached to and made a part of said application, and such modification of the prescribed forms of applica- tion is hereby authorized. 19. CONTKIBUTIONS. The word "Contribution" wherever used in these rules shall be held and construed to mean such designated portion of the wages payable by the Company to an employe as he shall have agreed in his application that the Company shall apply for the jmrpose of secur- ing to him the benefits of the Benefit Association, or such cash payments as it mav be necessary for a member to make for said purpose. 1618 CORPORATION FORMS AND PRECEDENTS. 20. CONTRIBUTIONS FEOM WAGES— DUK DATES. Contributions for any month -will be due on the 1st and 15th of that month, and will ordinarily be deducted from the niemlier's wages due on those dates, or on regular pay days at such Works. The contributions from members of Class A shall be one and three- quarters per cent, of the wages received. The contributions from members of ('la?s B shall be one and one-half per cent, of the wages received. NOTE. — In addition members of Class B shall contribute to the In- dustrial Accident Department as follows: Members earning ip50 or less, 6 cents per month; members earning more than $.50 and not more than $100, 8 cents per month; members earning more than $100 per month, 10 cents per month. If any member's contribution is omitted from the pay-roll through error, the fact that such deduction has not been made shall not debar him or his beneficiary from benefits to which they would otherwise be entitled, and contributions shall be deducted from the next payroll. Deductions will be made at the same rate which the member is pay- ing to cover absences not exceeding seven days. 21. CASH PAYMENT OF CONTRIBUTIONS. When a member has no wages on the pay-roll, any contributions due from him must be paid in cash, in advance, to the Superintendent. If contributions are not paid in advance, the membership will be canceled by the Superintendent. Fail- ure to pay in advance, however, does not prevent a member from resum- ing his membership, as outlined in Section 24. 22. AMOUNT OF CONTRIBUTIONS FOR DEATH BENEFIT ONLY. Members who have left the service of the Company and retain their membership for death benefits, as herein provided, shall contribute ten cents per month, in advance, for each one hundred dollars of death bene- fit, on the basis of last year's salary, but not on more than $2,000. All contributions for death benefits only shall be paid in cash, in ad- vance, to the Superintendent. Should the payment of contributions for death benefits only be in ar- rears for a period exceeding seven calendar days, the membership shall cease and determine, and the member can in no way be reinstated. 23. CONTRIBUTIONS DURING DISABILITY. Members shall not make contributions for any time when declared disabled by the Medical Examiner except as provided in the regulations. When full wages are paid the usual contribution shall be made. 24. RENEWING MEMBERSHIP. Any member who has allowed his membership to lapse or terminate by failure to pay his contributions in advance during temporary leave of absence, or during a period while temporarily relieved from service, may be reinstated to full membership without a medical examination and without paying contributions for the period of such absence, provided such absence does not exceed sixty calen- dar days. No benefits of any nature whatsoever shall be paid for disability occur- ring or sickness contracted during the period a member failed to pay contributions in advance. 25. MAXIMUM BENEFITS. No member shall be allowed to contrib- ute or receive benefits on the basis of more than $2,000 annual compensa- EMP).OYh:s^ mr^T:M'L ^..^aVClATlOSH 1619 tion, but if his salary exceeds said amount, Lis coiitnl.iitioiis and benefits shall be calculated ou said sum. 26. BKN'EFITS. The following benefits .shall be paid to members or bctioficiaries entitled thereto, in accordance with the provisions of tho regulations. 27, SICKNESS BENEFITS, (a) Payment for each working day, except for the first seven days of disability classed as due to sickness, for a period not longer than fifty-two weeks, at one-half of member's aver- age wages on the basis of the last sixty days worked. A relapse shall constitute part of the disability in computing term of disability. Any member who has received sickness disability benefits continuously for a period of fifty-two weeks, as provided in Section 27, shall be en- titled to no further benefits of any nature whatsoever, and his menil)er- ship shall cease, unless it is continued for death benefits only, as provided in Section 15, If after recovery said member resumes active work with the Company, he shall be considered by the Association as a new employe and shall be subject to all conditions of Section 1.3. (b) ESTABLISHING CLAIMS FOR SICKNESS BENEFITS. To es- tablish a claim for sickness benefits there must be positive evidence of acute or constitutional disease sufficient to cause disability. (c) CAUSES OF DISABILITY WHICH SHALL BE CLASSED AS DUE TO SICKNESS. Disability resulting from infection of a cut, abrasion, scratch, puncture, or other wound, or from any injury, not im- mediately disaljling, and not reported at the time of the occurrence of the accident causing the injury, or from poi.son, however taken into or acting upon the body, or from any overdose of medicine or drug taken by mistake, or from surgical operation necessary for the removal of some defect which would otherwise probably produce disability, or from sunstroke, or frost- bite, shall be classed as due to sickness. (d) PREGNANCY. Benefits for disability due to pregnancy shall be limited to three months and said benefits shall be paid in a lump sum, j)rovided in all eases, however, claimant shall have been a member of the Benefit Association for nine months. 28. ACCIDENT BENEFITS, (a) Payment for each working day or part of working day during disability classed as due to accident for a period not longer than fifty-two weeks, one-half of the member's average pay on the basis of the last sixty days worked. Accident benefits provided for in this paragraph are payable to tho members of Class A for accidents occurring either on or off duty. To mendiers of Class B these benefits will be paid only for accidents, occur- ring while off duty. Accidents to members of Class B, occurring in the course of their employment, are provided for by the Industrial Accident Department plan. (b) ESTABLISHING CLAIMS FOR ACCIDENT BENEFITS. To establish a claim for accident benefits the accident must be reported im- mediately upon its occurrence, and there must be external, positive and visible evidence of physical injury by accident suflicient to cause, imme- diate disability. In cases of alleged sprain, strain, wrench, and the like, where physical proof of disabling injury is lacking, the member must fur- nish substantial history, satisfactory to the Superintendent, of violence accidentally inflicted sufficient and liable to cause disabling injury, other- wise accident benefits will not be allowed. 1620 CORPORATION FORMS AND PRECEDENTS. 29. BENEFITS AFTER TERMINATION OF SERVICE. A mem- ber entitled to benefits for time after termination of service shall not be entitled to benefits on account of sickness beginning or injury occurring during such time, nor on account of death occurring in such time, unless directly due to the sickness and injury and occurring during the dis- ability existing at the time of such termination of service, or unless he continue his membership in respect to death benefit only, in accordance with the foregoing. SPECIAL BENEFITS IN CASE OF SERIOUS ACCIDENT. 30. (a) FEET AND HANDS. If a member receives accidental injuries producing the immediate severing of, or necessitating, in the opinion of a Medical Examiner of the Association, the amputation of a hand or foot at or above the wrist or ankle, he shall receive a total amount equal to one year 's average wages. In case of loss of both hands or both feet, or of one hand and one foot, he shall receive twice the above benefits, or a total amount equivalent to two years' average wages. (b) EYES. If a member receives accidental injuries resulting in the total and irrecoverable loss of sight of one eye, he shall receive a total amount equal to one-half his average yearly wage. For the total and irrecoverable loss of the sight of both eyes he shall receive the total amount of two years' average wages. 31. The special benefits provided by Section 30 are payable to the members of Class A for accidents occurring while the member is either on or off duty. To the members of Class B these benefits will be paid only for accidents occurring while off duty. All accidents to members of Class B, occurring in the course of their employment, are provided for by the Industrial Accident Department Plan. 32. LUMP SETTLEMENTS. In case of any grave injury or chronic sickness where the member desires to accept a lump sum in lieu of the benefits which might become due to him or on his account, and in full of all obligations of the Benefit Association arising from his membership, the Superintendent shall have authority to make full and final settlement with such member on such terms as may be agreed upon in writing. All such settlements shall be reported to the Board of Trustees at its next meeting. 33. LIMITATIONS. No member shall be entitled to disability benefits from the Association and a pension from the Company at the same time, but he may retain his membership for death benefit without regard to pension. No member shall be entitled to receive benefits for sickness and accident disability at the same time. 34. RELAPSE. In case of relapse in sickness disability occurring within two weeks, or a succession of sickness disability upon an accident, which lasted one week or more, the first seven days shall not be deducted in computing time of sick benefits; and where such immediately preced- ing accident disability lasted six days or less, the number of days to be deducted shall be seven, less the number of days of such accident dis- ability. 35. PAYMENTS. Benefits on account of continued disability will be paid semi-monthly. EMPLOYES' liEXEFlT ASSOCIATIONS. 1621 Benefits for sliort periods of disability will be paid aa soon as the amount can be determined. Benefits shall bo paid only to the disabled member, or in accordance with his written order, when approved by the Superintendent, or t(j his legal representative. Benefits shall be paid in conformity with the financial methods of the Company on orders drawn by the Superintendent, upon his receiving such documents respecting claims as may be retjuired by him. DEATH BENEFITS. 36. DP]ATH FKOM SICKNESS, Payment in case of death, classed as due to sickness, of an amount e(|ual to one year 's average wages. 37. DEATH FEOM ACCIDENT, (a) Payment in case cf death caused directly and solely by accident, independent of all other causes, an amount equivalent to two years' average wages. (b) Accident benefits shall not extend to any death caused by an accident unless there shall be external and visible marks upon the body of physical injuries sufficient to cause death (death due to other causes shall be classed as due to sickness) ; nor to any accidental death resulting from or caused directly or indirectly, wholly or in part, by fits of any kind, epilepsy or vertigo, somnambulism, strangulated hernia or from operation of hernia, or poison (however taken into or acting upon the body), or any cveretween any member, his benefic- iary or legal representative, and the Benefit Association, the certificate of the Superintendent as to any facts appearing in the records of the Benefit Association, or of International Harvester Company, International Harvester Company of America, or subsidiary company, or that any writ- ing is a copy taken from said records, or of any instrument on file in said Benefit Association, or with International Harvester Company, Interna tional Harvester Company of America, or subsidiary company, or that any action has or has not been taken by the Board of Trustees, or the Board of Directors, shall be prima facie evidence of the facts therein certified. 49. APPEAL. All questions or controversies of whatsoever character, arising in any manner, or between any parties or persons, in connection with the Benefit Association or the operation thereof, whether as to any claim for benefits preferred by any member or his legal representative or his beneficiary, or any other person, or whether as to the construc- tion of language or meaning of the rules, or as to any writing, decision, instructions or acts in connection with the operation of the Benefit Asso- ciation, shall be submitted within sixty (60) days of the time of the de- cision from which an appeal is taken, to the Superintendent, whose de- cision shall be final and conclusive, unless an appeal in writing from such decision shall be taken to the Board of Trustees within thirty (30) days after notice of such decision to the parties interested. 50. HEARING. When an appeal is taken to the Board of Trustees it shall be heard by the Trustees without further notice at their next stated meeting, or at such future meeting or time as they may designate, and shall be determined by a vote of the majority of the members present at such meeting, and the decision of the Trustees shall be final and con- clusive upon all parties, witnout exception or appeal. Provided, however, that if the appellant when taking the appeal shall give written notice to the Superintendent that he desires to be heard upon such appeal he shall have the right to be so heard before a committee con- sisting of three members of the Board of Trustees to be appointed by the Chairman. It shall be the duty of such committee within ten days after the notice of the application for the hearing is receivcil by the Superin- tendent to give the appellant not less than ten days' notice in writing of the time and place of the hearing. At such hearing the appellant may appear in person, or l)y repre- sentative, and produce written and oral testimony and argue his case. 1624 CORPORATION FORMS AND PRECEDENTS. The committee shall, withiu a reasonable time after the date of the hearing, make its recommendation, which shall be determined by a majority vote, and the recommendation reported to the Superintendent for transmission to the Board of Trustees at its next meeting for final decision. Should the appellant fail to appear before the said committee in per- son or by representative, the committee shall so report to the Superin- tendent, and he shall present the appeal to the Board of Trustees in the regular manner at its next meeting for final decision. 51. AMENDMENTS. Amendments to the regulations of the Benefit Association may be proposed to the Trustees at any quarterly meeting by any member of the Board. Amendments so projjosed may be acted upon only at a subsequent meeting, except by unanimous consent. No amendment shall be operative unless adopted by the affirmative vote of two-thirds of all the Trustees. Any amendment so adopted shall be binding upon the Company, and the members of the Benefit Association, and all persons claiming through them, from the date specified in the announcement thereof. See Forms 1875-1879, supra, and notes thereunder. See for form of agreement for Mutual Benefit Association of The Stude- baker Bros. Mfg. Co., Henderson on Industrial Associations, pp. 410, et seq. For Agreement of United Traction Employees' Mutual Aid Association, see Henderson on Industrial Associations, pp. 345, et seq. For Constitution and By-Laws of The Seottdale Iron and Steel Workers Beneficial Association, of Seottdale, Pa., see Henderson on Industrial Asso- ciations, pp. 402, et seq. See for employes' benefit associations and rights arising therefrom, Day v. Atlantic, etc'^E. Co., 179 Fed. 26; Macomber v. Proctor, 22 Pa. Super. Ct. 483; McNevin v. Solvay Process Co., 167 N. Y. 530, affirming 53 N. Y. Supp. 98, 32 App. Div. 610; Johnson v. Pennsylvania R. Co., 55 N. Y. Supp. 1050, reversed 60 N. Y. Supp. 129; Beck v. Pennsylvania R. Co., 63 N. J. L. 232, 76 Am. St. Rep. 211; Kane v. Chicago, B. & Q. R. Co., 132 N. W. (Neb.) 920; Harrison v. Ala. Midland Ry. Co., 144 Ala. 246; Maine v. Chicago, B. & Q. R. Co., 109 Iowa 260; State v. Pittsburg, C. C. & St. L. Ry. Co., 68 Ohio St. 9, 64 L. R. A. 405, 96 Am. St. Rep. 635; Nelson v. Atlantic Coast Line R. Co. (N. C), 72 S. E. 998; Reese v. Pennsylvania R. Co., 233 Pa. 363; Barden v. Atlantic Coast Line Ry. Co., 152 N. C. 318; Coliazzi v. Pennsylvania R. Co., 143 N. Y. App. Div. 638. See for acceptance of benefits operating as a release and satisfaction of all claims against the corporation arising out of the injury for which such benefits are paid, Reese v. Pennsylvania R. Co., 233 Pa. 363; Clinton v. Chicago, B. & Q. R. Co., 60 Neb. 692; O'Reilly v. Pennsylvania R. Co., 79 N. J. L. 828; Jack v. Pennsylvania R. Co., 43 Pa. Super. Ct. 337; Chicago, B. & Q. R. Co. V. Miller, 76* Fed. 439; Hamilton v. St. Louis, K. & N. W. R. Co., 118 Fed. 92; Petty v. Brunswick & W. R. Co., 115 Ga. 8.53; Eck- man v. Chica^, B. & Q. R. Co., 169 111 312, 38 L. R. A. 750; Pittsburg, etc., Ry. Co. v. Cox, 55 Ohio St. 497, 35 L. R. A. 507; Pittsburg, etc., Ry. Co. V. Montgomery, 152 Ind. 1, 71 Am. St. Rep. 301 ; Johnson v. Charles- ton, etc., Ry. Co., '55 S. C. 152, 44 L. R. A. 645; Fivey v. Pennsylvania R. Co. 67 N. J. L. 627, 91 Am. St. Rep. 445; Oyster v. Chicago, B. & Q. R. Co.' 65 Neb. 789, 59 L. R. A. 291; Pennsylvania R. Co. v. Chapman, 220 111. 428; Pittsburg, etc., R. Co. v. Elwood, 25 Ind. App. 671; Maine v. Chicago, B. & Q. R. Co., 109 Iowa 260; Chicago, B. & Q. R. Co. v. Curtis, 51 Neb. 442, 66 Am. St. Rep. 456; Bait. & O. R. Co. v. Ray, 30 Ind. App. 430; Dover v. Miss., etc, Ry. Co., 100 Mo. App. 330; King v. Atlantic Coast Line R. Co. (N. C), 72 S. E. 801; Wachsmuth v. Atlantic Coast Line R. Co. (N. C), 72 S. E. 813; Reese v. Pennsylvania R. Co., 229 Pa. 340; Twaits V. Pennsylvania R. Co., 75 Atl. (N. J. Ch.) 1010. EMPLOYES' BENEFIT ASSOCIATIONS. 1625 See for effect of Federal Employers' liability act (Act Cong, of April 22, 1908, §5) upon stipulations making at-f-eptance of benefits on account of injury or death equivalent to a release of liability, I'hila.. etc., K. Co. v. Schubert, 224 U. S. 603, 56 L. Ed. 911; Atlantic, etc., K. ( o. v. Finn, 195 Fed. 68.3; Washington v. Atlantic, etc., K. Co., 136 Ga. 638. Form 1882. PENSION SYSTEM OF INTERNATIONAL HARVESTER COMPANY AND SUBSIDIARY COMPANIES. The Board of Directors after careful consideration of the subject and an examination of the various pension systems now in operation, have approved the following plan as the best and most liberal for employes who by long and faithful service have earned an honorable retirement. The Directors establish this Pension Fund as an evidence of their appreciation of t'he fidelity, efficiency and loyalty of the employes. In the administration of this pension system are associated Inter- national Harvester Company, International Harvester Company of America, and subsidiary companies. PENSION BO.VRD. 1. ADMINISTRATION. The administration of the pension fund shall be in charge of a Pension Board consisting of five members who shall all be officers or employes of this Company or of afliliated or subsidiary companies, and shall be appointed, annually by the Board of Directors of this Com- pany, to serve for one year and until their successors are appointed and shall qualify. 2. OFFICERS. The Pension Board shall elect a Chairman and a Secretary from among its members, and the Treasurer of this Company shall be ex-officio Treasurer of the Fund. The Board may make and enforce rules for the efficient administration of the pension fund, sub- ject to the approval of the Board of Directors. The Pension Board shall control the payment of pension allowances under the rules herein- after stated. 3. QUORUM. A majority of the Pension Board shall constitute a quorum for all purposes. 4. REPRESENTATION. The members of the Board shall be so chosen that the principal departments of the business shaii have repre- sentation, 5. PENSION FUND. The Treasurer of the Company shall be the custodian and Treasurer of the fund, and additions shall be made to said fund yearly or from time to time according to the aggregate pen- sion allowances and the amount available in the pension fund for payment of the same. Should the aggregate pension allowances exceed $100,000 in any one year, then unless the Board of Directors increases the yearly amount usable for pensions, a new rate shall be established proportionately reducing all allowances. I'avnu^nts from this fund shall only be made in accordance with and by direction of the Pension Board. 6. ELIGIBILITY, The Pension Board may authorize the payment of a pension to any retired employe on the following basis: (a) All employes of this Company and of subsidiary and affiliated 1626 CORPORATION FORMS AND PRECEDENTS. companies, engaged iu any capacity, are eligible to pensions as herein- after stated. (b) All male employes who shall have reached the age of sixty-five years and have been twenty or more years in the service, may, at their own request, or at the discretion of the Pension Board, be retired from active service and become eligible to a pension. (c) All male employes who have been twentv or more years in the service shall be retired at the age of seventy years on the first day of the calendar month following that in which they shall have attained said age, unless at the discretion of the Pension Board some later date be fixed for such retirement. Persons occupying executive positions are exempt from maximum age limit. (d) All female employes who shall have reached the age of fifty years and have been twenty or more years in the service, may at their own request, or at the discretion of the Pension Board, be retired from active service and become eligible to a pension. (e) All female employes shall be retired at the age of sixty years on the first day of the calendar month following that in which they shall have attained said age, unless at the discretion of the Pension Board a later date be fixed for such retirement. Persons occupying executive positions are exempt from maximum age limit. 7. DEFINITIONS. The terms "service" and "in the service" apply to all employes of the International Harvester Company, or of any afiiliated or subsidiary companies which are now or may hereafter be owned or controlled by it, and of the International Harvester Com- pany of America, who have received a stated and regular compensa- tion from any of said companies. The term of service shall be reckoned from the date of commencing with the original company whose prop- erty and business shall have become those of the International Har- vester Company, or any subsidiary companies, or of the International Harvester Company of America. 8. TEMPORARY ABSENCE. A temporary layoff on account of illness or of reduction of force is not to be considered as- a break in the continuity of service, but when such absence exceeds six consecutive ■•months it shall be deducted in computing the length of active service. 9. LEAVING SERVICE. If a person, after leaving the service for more than two years, shall be re-employed, he shall be considered in his relation to the pension system as a new employe. PENSION ALLOWANCES AND CONDITIONS. 10. AMOUNT. The sums which the Board of Pensions may authorize to be paid monthly to employes retired at the age limit shall be as folloavs: For each year of active service an allowance of one per cent, of the average annual pay during the ten years next preceding retirement; but no pension shall exceed $100 per month, or be less than $18 per month. 11. PAYMENT, (a) Pension allowances shall be paid on the first of each month from the date of retirement until the death of employe. (b) At the discretion of the Pension Board these allowances may be continued to widows and orphans of a pensioner for a limited period. (c) Pension allowances shall be non-asHignable, and an attempted transfer or pledge of the same shall not be recognized by the Pension Board and may in its discretion work a forfeiture thereof. EMPLOYES' BENEFIT ASSOCIATIOXS. 1627 (d) rciisioii alliiwauces may be suspended or terminated by the Pension Board in cases of gross misconduct, or of any violation of the Rules, or, at its discretion, may be i)aid to some member of the family. (e) The acceptance of the pension shall not debar any retire A- ^>- I'J. . . . ; said paper being authorized by law as a proper medium lor the publication of legal notices of said County, by virtue of "An act to lievise the Law in l{elation to Notiies, " approved February 13tli, A. D. 187-4, in force July Jst, A. U. Is74. In teBtiiiioiiy whereof, said L'oiiipany has caused this certificate to bo signed by its Secretary and its corporate seal to be hereunto afli.xed this day of , A. D. li) Company, [COKI'OUATE SealJ By Secretary. Un motion of Mr , the following resolution was unanimously adopted : Kesolved, that the President appoint Mr to examine all proxies that may bo presented, and that the Secretary call the roll of stockholders, and Mr shall, as the names are called, file all proxies with the Secretary. The President appointed Mr to perform the duties in said reso- lution set forth, and thereupon the Secretary proceeded to call the roll, and all of the proxies being filed with the Secretary, and it appearing that all of the stockholders were present either in person or by proxy, the President declared the meeting duly organized for the purpose of consid- ering the questions submitted by the directors in said notice first herein mentioned. Thereupon it was mo\e(l and duly seconded that said notices together with the respective proofs of personal service and mailing and publication thereto attached as hereinbefore stated, be filed and a copy thereof be spread upon "the minutes of the meeting, and the same was unanimously carried. Thereupon Mr offered the following resolution: ' ' Eesolved, that the capital stock of the Company be increased from Dollars to the sum of Dollars," and moved the adoption of said resolution. Such motion was duly seconded by Mr , and thereupon said motion that said resolution be adopted was submitted to the vote of the stockholders in meeting convened. The whole number of votes cast was , all of which were in the affirmative, and in favor of said motion that said resolution be adopted. The whole number of skares of the Company having voted in the affirma- tive, and in favor of said motion that said resolution be adopted, the reso- lution was thereupon by the President declared adoiited. The following resolution was then presented and on motion of .Mr. , duly seconded by Mr , the same was unanimously adopted, all of the stockholders of the Company voting therefor. Kesolved, that the president of the corporation be instructed to file in the office of the Secretary of State of the State of Illinois, and also in the office of the Kecorder of Deeds of County, as provided by law, certificates verified by affidavit, that a resolution that the capital stock of the Company be increased from Dollars to Dollars, was on , 10 , duly adopte.l by the stockholders, all the votes represented bj the whole stock of said corporation being in favor of 1646 CORPORATION FORMS AND PRECEDENTS. the adoption of said resolution and voting therefor, and tliat said President be instructed to file said certificate at the earliest possible moment. On motion of Air , the meeting was adjourned. Secretary. The following forms of resolutions may be used where it is proposed to make other changes authorized by the statute. To cliange the name: Eesolved, That the name of this Company be changed from to , and that the last mentioned name be and it is hereby adopted as the corporate name of this corporation. To change the object : Eesolved, That the objects of this corporation which now read as fol- lows ., be enlarged and changed so that the same shall be as follows To decrease the capital stock: Eesolved, That the capital stock of this corporation be decreased from the sum of Dollars ($ ) to the sum of Dollars ($ ). To increase the number of directors: Eesolved, That the number of directors of the Company be, and is hereby increased from the present num- ber, to Similar resolutions may be used for the other changes authorized by the statute. See generally the statutes of the various states. See also Cook on Corporations, §§ 279-298; Clark & M., Corp., §§407-410. See Form 1905, supra. See for other forms of minutes of stockholders' meetings, Porms 1920, 2016, iwst. Form 1910. CERTIFICATE OF INCREASE OF CAPITAL STOCK— (ILLINOIS). STATE OF ILLINOIS, ) County of \ ' To , Secretary of State of the State of Illinois: It is hereby certified, that at a special meeting of the stockholders of , a corporation organized and existing under the laws of the State of Illinois, held at the ofiice of said corporation, in •. , County of , State of Illinois, on the .... day of , A. D. 19...., pursuant to notice duly given, it was voted, two-thirds of all the votes represented by the whole stock of the corporation voting in favor thereof, to increase the capital stock of said corporation from the sum of Dollars to the sum of Dollars, and the capital stock of said corporation is hereby declared increased according to said vote. Witness, the hand of the President of said corporation and its corporate seal this .... day of , A. D. 19. . . . [CoKPOEATE Seal] • President, .attest : Secretary. AMENDMENTS AND CHANGES. 1647 STATE OF County, ' ., being- duly sworn, on oath says that he is the President of Company, the above named corporation, and that the foregoing certificate of increase of capital stock of said corporation, by him sub- scribed, is true. President. Subscribed and sworn to this day of , 19. . . ., before me. Notary Public. See generally the statutes of the various states. As to the effect of ir- regularities in the increase of stock, see Cook on Corporations, §288; Clark & M., Corp., § 407. See I'''orm 20, supra, for certificate of increase of capital stock of a Cali- fornia corporation. See for Form 33, supra, for similar form for Connecticut corporation. See for statement of increase of capital stock of Kansas corporation, Form 83, supra. See for certificate of increase of capital stock of a Michigan corporation, Form 116, supra. For Missouri form, see Form 12(1, supra. For New York form, see Form 160, supra. For Oregon form, see Form 189, supra. For Texas forms, see Forms 238, 239, supra. For Vermont form, see Form 249, supra. For West Virginia, see Form 262, supra. Form 1911. CERTIFICATE OF INCREASE OF STOCK TO BE FILED WITH RECORDER— (ILLINOIS). Office of To , Recorder of County. We hereby certify, that at a special meeting of the Stockholders of , held at , on the .... day of , 19. . . ., pur- suant to notice, in the following manner, to-wit: by mailing to each of the stockholders of said Corporation, on the .... day of , 19...., a written notice, properly addressed, stating the object of such meeting and the time and place when and where it would be held, and also by a general notice of the time, place and object of said meeting, published for three successive weeks in the a newspajjcr printed in in said County, the fir.st publication of which notice was on the .... day of , 19. . . ., and the last publication on the .... day of , 19...., the following question was submitted to the stock- holders for their action: "Resolved, that the Capital Stock of this Corporatio^i be increased from Dollars, to the sum of Dollars; ' ' whi'ch resolution was adopted by the stockholders, two-thirds of all the votes represented by the whole stock of said corporation being in favor of the adoption of said resolution and voting therefor. 1648 CORPORATION FORMS AND PRECEDENTS. Witness" our liamls aud the seal of said corporation, this day of , 19.... [Corporate Seal] President. Secretary. STATE OF ILLINOIS.^ County of I being duly sworn^ on oath says, that he is President of and that he has read the foregoing certificate, and knows the contents thereof, and that the facts therein stated and set forth are true. President. Subscribed and sworn to before nie this .... day of , 19. . . , Notary Public. Form 1912. CERTIFICATE OF INCREASE OF CAPITAL BY ISSUING PREFERRED STOCK— (ILLINOIS). STATE OF ILLINOIS, ) ( gg ; County of ( I hereby certify that at a special meeting of the stockholders of the Company, held on the day of , 19. . . ., at o'clock .... M., pursuant to notice required by law, which said notice was delivered personally (or deposited in the postoffice) at least thirty days before the time fixed for such meeting, properly ad- dressed to each stockholder, signed by a majority of the board of direc- tors of said corporation, stating the time, place and object of such meet- ing, and a general notice stating the time, place and object of such meet- ing was also published for three successive weeks in the , a newspaper printed in Chicago, in the County of Cook and State of Illi- nois, the following resolution was adopted, at least two-thirds of all the votes represented l)y the whole stock of said corporation voting therefor: Resolved, That it is expedient for the interest of this Company to in- crease its capital stock by the issue of an additional sum of $1,000,000 five per cent, cumulative preferred stock; that the capital stock of said Company be so increased, and that such additional stock be issued and . be offered to stockholders for sul)Scription at par, the subscription to be payable in installments; that stockholders of record on the books of the Company at the close of business on the .... day of , 19...., shall be entitled to subscribe for the new stock at the rate of two-elevenths of their then record holdings of the present existing stock; that subscriptions for the new stock shall be made and delivered at the office of the Secretary of the Company, No , Street, Chicago, Illinois, before . . . . o 'clock, M., on the day AMENDMENTS AND CHANGES. 1G40 of , A. D. I'J...., and shall be payable in lour installnients as follows: $25.00 per share on the day of $25.00 per share on tlie day of $25.00 per share ou the day of ~ $25.00 ])er share on the day of . that the right of a stockholder to subscribe for any portion of such new stock shall be considereil as waived, and sliall be lost in every case where the stockhokler 's written subscription shall not be received at said office before the close of business at o'clock .... M., on the day of , 19....; that the transfer books of the company be closed from the close of business at o'clock .... M., on the day of , 19. . . ., until the opening of business at 'clock .... M., on the day of , I9 . . . . ; that all shares respecting which the right to subscribe may be lost shall go into the Treasury of the Company; that regular stock cer- tificates covering the new stock shall be issued only upon full payment of the respective subscriptions and only for whole shares; that satis- factory subscription receipts be issued to subscribers upon their pay- ment of the first installment of their subscription; that i)ayment of the second, third and fourth installments be api>ro[iriately endorsed upon such receipts; that upon full j)ayment of the subscriptions the subscription receipt be exchangeable for regular stock certificates covering whole shares, to be issued to the holders of the receipts as shown by the Company's books; that the subscription receijjts shall entitle the recorded holders thereof to participate according to their actual pay- ments for whole shares proportionately with the recorded holders of full paid stock, in any dividends on the preferred stock of the com- pany which may be declared after the date above fixed for the payment for the first installment and prior to the day of , 19. . . ., except in case of subscriptions which may be forfeited for non-payment of any of said installments, and in such cases forfeiture of the sub- scription shall terminate all right to dividends under the respective re- ceipts covering them, or upon the shares subscribed for and represented by such receipts; that such participation in dividends shall be only to the extent of the amounts which shall have been actually paid to the Com- pany as above called for upon their subscriptions for whole shares, and only for the periods of time during which the Company shall have been in possession of the respective amounts paid; that the subscribers for the new stock be permitted, if they so desire, to make advance de-*" posits with the Company for application upon their subscription in- stallments when due, and be allowed interest at the rate of six per cent, per annum upon all such unapplied deposits which shall be in the hands of the Company not less than ten days; that the holders of the receipts shall not be entitled under the receipts to any dividends declared after the receipts have become exchangeable for regular stock certifi- cates, that is to say, to any dividends declared after the dav of , 19..' . Company, [CoRPOR.\TE Seal] Secretary. 1650 CORPORATION FORMS AND PRECEDENTS. STATE OF ILLINOIS, ) V gs • County of Cook, ( I^ , being duly sworn, declare on oath that I am President of the corporation mentioned in the foregoing certificate, and that the statements therein made are true in substance and in fact. In Witness WJiereof i have hereunto sot my hjind and caused the seal of said corporation to be aflfixed this day of , 19. . . . Sworn and subscribed before nie this day of , 19... [N.s.] : Notary Public. See generally the statutes of the various states. See generally as to pre- ferred stock, Cook on Corporations, §§267-278; Clark & M., Corp., §§413- 421. Form 1913. NOTICE OF INCREASE OF STOCK FOR PUBLICATION— (ILLINOIS). Public notice is hereby given, that at a special meeting of the stock- holders of The , held at the office of the Company, Jioom , No Street, Chicago, Illinois, on the day of , A. D. 19 , at the hour of o 'clock . . . M., a resolution was adopted by the stockholders increasing the capital stock of The from Ten Thousand Dollars ($10,000) to One Hundred Thousand Dollars ($100,000) and that a certificate of such action has been filed in the Office of the Secretary of State of the State of Illinois and in the office of the Eecorder of Deeds in Cook County, Illinois, as provided by law. Chicago, Illinois, , 19.... President. ) Secretary. See as to the necessity for such notice the various statutes regulating the mode of increasing the capital stock. Form 1914. NOTICE OF INCREASE OF STOCK BY ISSUING PRE- FERRED STOCK— (ILLINOIS). ST ATP OF ILLINOIS, ^ County of Cook, ( Public notice is hereby given that a Special Meeting of the stock- holders of the Company, a corporation, will be held at the office of the Company at Room No , No Boulevard, in the City of Chicago, Illinois, on the day of , A. D. 19 , at the hour of o'clock in the noon for the object and purpose of considering and voting upon the question and proposition to increase the Capital Stock of said Corporation to $ , or such other sura as may be determined upon at said meeting; said capital stock to be divided into Preferred Stock and Common Stock, as may be determined AMEXD:\rENTS AND CHANGES. 1651 and agreed upon at said meeting and for the transaction of such other business as may come before the meeting. Dated, Chicago, Illinois, , A. D. 19. . . . Directors of The Company. See generally as to jneferred stock, Cook on Corporations, §§267-278; Clark &. M., Corp., §§413-421. Form 1915. NOTICE OF INCREASE OF CAPITAL BY ISSUING CUMULATIVE PREFERRED STOCK AT ANNUAL MEETING— (ILLINOIS) . Public notice is hereby given that at the adjourned second annual meeting of the stockholders of the Company, duly held at the general office of the Company in the City of Chicago, Cook County, Illinois, on the ....... day of , 19...., at the hour of o'clock ... M., the stockholders by a vote of the whole capital stock of the Company then outstanding voting in favor thereof, voted to and did increase the capital stock of the Company from Fifteen Thousand Dollars ($15,000.00) divided into one hundred and fifty shares of the par value of One Hundred Dollars per share, to One Hundred Thousand Dollars ($100,000.00) divided into one thousaml shares of the par value of One Hundred Dollars per share, of which five hundred shares is Preferred Stork and five hundred shares is Com- mon Stock; the Preferred Stock, in preference to the Common Stock, and before any dividends shall be declared, set aside or paid to the Common Stock, is entitled to cumulative dividends at the rate of seven per centum yearly, and, on distribution of assets, to the payment of its par value and the amount of such cumulative dividends then unpaid, but to no other dividend or payment. President. See generally as to preferred stock. Cook on Corporations, §§267-278; Clark & M., Corp., §§413-421. Form 1916. NOTICE OF INCREASE OF COMMON STOCK— PRE- FERRED STOCK NOT CHANGED— (ILLINOIS). Public notice is hereby given that at a special meeting of the stock- holders of Company, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, held at the office of said Company, No Street, Chicago, Illinoia, 1652 CORPORATION FORMS AND PRECEDENTS. ou t he day of , A. D. 19 . . . . , at o 'clock . . . M., pursuant to notice thereof duly given according to law, the capital stock of said corporation was increased from Dollars ($ ) (the present authorized issue of capital stock) to Dollars ($ ) of capital stock and the number of shares of capital stock was increased from shares to shares, by the issue of shares of common capital stock, each of said shares to be of the par value of Dollars ($ ) — no change or alteration in the preferred capital stock of the corporation having been made thereby, — stockholders representing more than two- thinls of the entire capital stock of said corporation being present in person or by proxy and voting in favor of said increase, and that cer- tificates of such increase have been duly filed with the Secretary of State of the State of Illinois and with the Recorder of Deeds of Cook County, Illinois, as by law required. Dated Chicago, Illinois, , 19. . . . > President. Attest: Secretary. Attorney. See generally the various statutes prescribing the nrode of increasing corporate stock. See notes to next preceding form. Form 1917. PUBLISHED NOTICE OF INCREASE OF COMMON STOCK —PREFERRED STOCK NOT CHANGED— (ILLINOIS). Public notice is hereby given that at a special meeting of the stock- holders of Company, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, held at the office of said company. No Street, Chicago, on the day of , A. D. 19...., at o'clock ... M., pur- suant to notice thereof duly given according to law, the capital stock of said corporation was increased from Eight Hundred Thousand Dollars ($800,000) (the present authorized issue of capital stock) to One Million Three Hundred Thousand Dollars ($1,-300,000) of capital stock and the number of shares of capital stock was increased from 8,000 shares to 1.3,000 shares by the issue of 5,000 shares of common capital stock, each of said shares to be of the par value of One Hundred Dollars ($100.00) — no change or alteration in the preferred capital stock of the corporation having been made thereby, — stockholders representing more than two-thirds of the entire capital stock of said corporation being present in person or by proxy and voting in favor of gaid increase, and that certificates of such increase have been duly AMENDMEXTS AND r'TIANGEi?. 1653 filed with the Secretary of State of the State of Illinoiss ami with the Recorder of Deeds of Cook County, Illinois, as required by law. Dated Chicago, Illinois, A. D. 10 I'resident. Attest: Secretary. See generally as to the necessity of such notice, the various statutes reg- ulating the increase of capital stock. Form 1918. NOTICE OF SPECIAL MEETING TO INCREASE CAPITAL STOCK AND REORGANIZE THE COMPANY— (ILLINOIS). General Olliccs of , Chicago, 111. Chicago, , 19 ... . Dear Sir: At a meeting of the Board of Directors of , hereinafter called the Company, held at the Company's General oflSce in Chicago, on , 19...., it was resolved that a special meet- ing of the stockholders of said Company be called to be held at the time and place, and for the purposes hereinafter set forth. Notice is hereby given you that a special meeting of said stockholders will be held at the office of the Company, Eoom No * Building, No , Street, Chicago, Illinois, on , 19...., at o'clock ... M., for the following purposes, to-wit: (1) To consider and vote upon the question of increasing the Com- pany's capital stock from Five Hundred ' housand Dollars to One Million Dollars (to be divided into 10,000 shares of a par value of $100 each). (2) To consider and vote upon the question of the reorganization of the Company (after such increase of cai)ital stock) on the following basis: (a) The now outstanding 5,000 shares of the capital stock of the Company shall be deposited with the Company, and cancelled, and said Company will forthwith issue and deliver to the present stockholders respectively, certificates (in the respective names of the depositors or their assigns, so that the present shareholders shall receive one share of second preferred stock in Ijeu of each share now owned) for 5.000 shares of second preferred stock entitled to cumulative preferential dividends at the rate of, but never cxceeiling, 8 per cent, per annum on i)ar value, payable from profits after payment of all accumulated dividends on the first preferred stock hereinafter mentioned, and be- fore payment of any dividends on common stock, at such times as the Board of Directors shall determine, and having on the liquidation or dissolution of the Company, preference over common stock as to unpaid dividends, and, to the extent of its par value, to the distributive share of the assets. (b) As a part of said increase of capital stock $250,000 of the Com- pany 's surplus shall be capitalized; 2,500 shares of common stock shall be issued therefor, and a stock dividoyd of one-half share on each share 1654 CORPORATION FORMS AND PRECEDENTS. of the present outstanding 5,000 shares of stock shall be declared. One- half of such stock dividend, viz: 1,250 shares shall be given by the present shareholders to the purchasers of the .$250,000 first preferred stock hereinafter described as an inducement to purchase such first pre- ferred stock. After the payment of the dividends on the preferred stocks, dividends may be declared on the common stock from time to time out of the surplus earnings, or net profits of the Company, in such amounts as the Board of Directors in its discretion shall determine. In the event of the liquidation or dissolution of the Company after the payment of accrued and unpaid dividends on, and the par value of, the first and second preferred stocks as herein provided, the common stock shall be entitled to the entire assets remaining. (c) Two Hundred and Fifty Thousand ($250,000) Dollars of first preferred stock entitled to cumulative preferential dividends at the rate of, but never exceeding, 8 per cent, per annum on par value, payable from profits at such time as the Board of Directors shall determine, and having on the liquidation or dissolution of the Company preference over all other stock as to unpaid dividends, and, to the extent of its par value, to the distributive share of the assets, shall -be issued and offered for sale at par for cash. Purchasers thereof shall receive from the present shareholders one-half share of said common stock with each share of first preferred stock as above provided to be given. Each of the existing shareholders shall have the right to subscribe for and purchase at its par value such a proportion of said first preferred stock as the number of existing shares owned by him at the time of said meeting bears to 'the whole number of shares of the Company before said increase of said capital stock. Tf such shareholder shall not within twenty (20) days after the meeting authorizing the increase of the capital stock and reorganization of the Company on the basis herein outlined, subscribe for, or offer to purchase at its par value such pro- portion of said preferred stock, the Board of Directors shall then have full .power to sell at its par value to any person or persons such pro- portion of said preferred stock as well as all preferred stock, for .which the existing shareholders shall not have expressed to the Company a desire to subscribe. A majority of the Directors of the See Forms 1906-1909, 1913-1917, supra, and notes thereunder. Con- sult also Index, post, title, increase of capital stock. Form 1919. RECEIPT OF NOTICE, AGREEMENT AND PROXY— (ILLINOIS). Know all Men by these Presents, That I, the undersigjied, do hereby acknowledge the receipt of the foregoing notice, which has been duly served upon me according to law, and I being the owner of AMENDMENTS AND CHANGES. 1655 shares of the capital stock of do hereby constitute ami appoint and , or eithor of them, my true and lawful attorneys in my name, place and stead, to vote upon the stock owned by me or standing in my name, as my proxy, at the special meeting of the stockholders of said Company, to be held at the Com- pany's offices in Chicago, on , 19 , or on such other date as the meeting may thereafter be held by adjournment or other- wise, or at any other meeting or meetings, regular or special, of the stockholders of the Company, called or held for the purpose of con- sidering or voting upon the question of the reorganization of the Company, as set out in said notiee, acconling to the number of votes I would be entitled to cast if personally present and to represent me as a stockholder of said Company, and I authorize, empower and direct my attorneys, or either of them, to agree and consent, for me in my behalf, to the plan of reorganization of as described in said notice, and 1 do hereby agree and consent to said plan, and I authorize, empower and direct my said attorneys or either of them, to receipt for and turn over for me pro rata to the purchasers of the $250,000 first pteferred stock, one-half of the stock dividend to be de- clared, and to agree to exchange the stock now owned by me for second preferred stock, to receipt for stock to be issued to me, and to authorize the cancellation by the Company of the stock now owned by me, all as set forth in said notice, hereby granting the said attorneys and each of them full power and authority to act for me and in my name at the said meeting or meetings, in voting for any and all of the matters and things mentioned or referred to in said notice, and in the transaction of such other business as may come before such meeting or meetings, and in the doing of any matter or thing at said meeting or meetings, or herein provided for, as fully as I could do if personally present, hereby ratifying all that my attorneys or either of them, may do in my place, name and stead, by virtue of these presents. In Witness Whereof, I have hereunto set my hand and seal this day of , 19 [Seal] Witnessed by: See generally as to the right to waive the statutory notice, Cook on Corporations, §599. See generally as to the effect of wiiiver or ratification by a stockholder, Cook on Cori)orations, § 286. See for other forms of waiver of notice, Forms 17.3, 176, 1139-1141, 1145, supra, and notes thereunder. See for other forms of proxies, chapter XX, supra, and Forms 1982, 1996, 2014, post. The above form and the preceding form may be combined and may be varied according to the method in which the proposed increase of stoik is to be issued. 1656 CORPORATION FORMS AND PRECEDENTS. Form 1920. MINUTES OF SPECIAL MEETING OF STOCKHOLDERS TO INCREASE CAPITAL STOCK AND REORGANIZE COMPANY— (ILLINOIS) . A special meeting of the stockholders of Company was held on , 19 , at the office of the Company, , in the City of , County of , and State of Illinois: There were present: , owning shares, in person, , owning shares, in person , owning shares, by, , his duly authorized proxy and attorney in fact, , owning shares, by , his duly authorized proxy and attorney in fact. Said persons so present or represented by proxies being stockholders and being all the stockholders of the Company and the whole of the capital stock of the Company, that is to say, the shares issued and outstanding, being represented. The meeting was called to order by Mr , President, and there- upon the Secretary presented and read the notice of the directors convening the meeting, and also his affidavit thereto attached, that he delivered per- sonally, or deposited in the post-office at , at least thirty days before , 19...., said notice properly addressed to each stock- holder, signed by a majority of the Directors of said Company, which said notice and affidavit were as follows: (Here insert notice and affidavit.) Thereupon the Secretary presented and read the general notice of the time, place and object of the meeting, together with a certificate that the same was published for three (3) successive weeks in , a secular news- paper of general circulation, printed in the City of , County of , and State of Illinois, which said notice and certificate were as follows : (Here insert notice and certificate.) On motion of Mr , the following resolution was adopted, all present voting therefor. Eesolved that the President appoint Mr , to examine all proxies that may be presented, and that the Secretary call the roll of stockholders, and Mr shall, as the names are called, file all jjroxies with the Secretary. The President appointed :\Ir to perform the duties in said resolution set forth, and thereupon the Secretary proceeded to call the roll, and all of the proxies being filed with the Secretary, and it appearing that all of the stockholders were present either in person or by proxy, the President declared the meeting duly organized for the purpose of consid- ering the questions submitted by the directors in said notice first herein mentioned. Thereupon it was moved and diJy seconded that said notices together with the respective proofs of personal service and mailing and publication thereto attached as hereinbefore stated, be filed and a copy thereof be spread upon the minutes of the meeting, and the same was unanimously carried. AMENDMENTS AND CHANGES. 1657 Thefiiipon ?>Ir offered the following resolution: "Resolved that the capital stock of the Company be increased from . . Dollars to the sum of Dollars," and moved the adoption of said resolution. Such motion was duly secondetl by .Mr , and thereupon said motion that said resolution be adopted was submitted to the vote of the stockholders in meeting convened. The whole number of votes cast was , all of which were in the affirmative, and iu favor of said motion that said resolution be adopted. The whole number of shares of the Company having voted in the affirma- tive, and in favor of said motion that said resolution be adopted, the resolution was thereupon by the President declared adopted. The following resolution was then presented and on motion of Mr. , duly seconded by Mr , the same was unanimously adopted, all of the stockholders of the Company voting therefor. Resolved that the President of the corporation be instructed to file in the otliee of the Secretary of State of the State of Illinois, and also in the office of the Recorder of Deeds of County, as provided by law, certificates verified by affidavit, that a resolution that the capital stock of the Company be increased from Dollars to Dollars, \\as on , 19 , duly adopted by the stockholders, all the votes represented by the whole stock of said corporation being in favor of the adoption of said resolution and voting therefor, and that said Presi- dent be instructed to file said certificates at the earliest possible moment. Upon motion duly made by Mr , and seconded by Mr , and by the affirmative vote of all the stockholders present or represented by proxies, the following regolutions were duly adopted: Resolved that the plan of re-organization in said notice sent to the stockholders of the Company of the holding of this meeting, a copy of which notice has been heretofore read and ordered spread upon the minutes of this meeting, be approved of and agreed to by the stockholders of the Company and the respective stockholders of the Company do respectively and unanimously approve of and agree and consent to the re-organization of the Company on the basis in said notice outlined, and that the Board of Directors and the Executive Committee and the officers of the. Company, and each of them, are hereby vested with all powers which the stockholders can confer and which may be necessary or proper to carry said re-organiza- tion into complete effect. Resolved further that the stockholders of the Company unanimously consent to and authorize and empower the division of the capital stock of the Company into three classes of stock, in the amounts and of the nature following, and the creation of shares of first preferred stock representing Dollars; shares of second preferred stock representing Dollars; and shares of common stock representing Dollars; said first preferred stock, second preferred stock and common stock to be of the nature and character and bear the respective relationship to one another and have the respective rights of preference as to dividends' and assets as specified in said notice last mentioned. That the certificate for said first preferred stock be in form following: (Here insert form.) 1653 CORPORATION FORMS AND PRECEDENTS. That the certificate for said second preferred stock be in form following: (Here insert form.) That the certificate for said eommon stock be in form following: (Here insert form.) Kesolved further that each of the stockholders of the Company will and he hereby agrees with each of the other stockholders to deposit with the Company the number of shares of stock now owned by him, and that said shares so deposited may be surrendered and retired, and on such surrender and retirement he will take in lieu of and in exchange for said shares so deposited, surrendered and retired, an equal number of shares of said second preferred stock of the Company, which said second preferred stock shall be in substitution of the now existing stock of the Company, and that the President and Secretary of the Company be and they hereby are directed to prepare new certificates of second preferred stock in accordance with this plan, and cause the same to be issued to tile shareholders on their surrender of the old certificates for the now out- standing stock. ^ On motion of Mr , the meeting was adjourned. Secretary. See generally the statutes of the various states prescribing the manner in which capital stock may be increased. See Forms 1918. 1919, supra, and 2016, post. Form 1921. LETTER TO STOCKHOLDERS IN RE APPLICATION FOR INCREASED STOCK— (ILLINOIS). We enclose herewith two blank forms of application, one entitled "Appli- cation for Stock," to be signed and returned to the Company in the event that you desire to personally subscribe for your pro rata of such increased stock; the other entitled "Application for Warrant," to bp signed and returned to the Company in the event that you desire to sell or dispose of your privilege of subscribing for your pro rata. Kindly sign the form of application which you prefer and return the same promptly to the Company, and in case you cannot attend the stock- holders' meeting, sign and return the enclosed proxy. See generally as to the prior right of stockholders to subscribe for in- creased ^ock, Cook on Corporations, § 286 ; Clark & M., Corp., § 407. See as to measure of damages for failure to accord such right, Stokes v. Continental Trust Co., 186 N. Y. 285. See as to waiver of right, Hall v. Hall, 30 Ohio Circuit Court Eep. 826. Form 1922. APPLICATION FOR STOCK. To the Company : The undersigned, owning shares of stock of The Company, desires to avail himself of the privilege of sul)scribing for his pro rata of the increase of the capital stock of the Company to be made and issued as proposed by the cireular letter of the Company to stockholders AMENDMENTS AND CHANGES. 1659 dated ■ 1!^' iii"l 'lofs hereby snliscribe for the proportion of hih Ii new stock to which lie may be entitled, and agrees to make payment for siiid subscription at juir j)wrsiiant to the terms and con- ditions to be specified in the otTer to stockholders of such increased stock. Dated, 19 (Name) (Address) See form next preceding. See as to the right of, stockholders to subscribe for increased stock at par, Cook on (Jorporat ions, S286; Clark & M., Corp., § 4U7i. Form 1923. APPLICATION FOR WARRANT. To the Comj)any : The undersigned, owning shares of stock of The Company, hereby requests that upon the capital stock of The Company being increased and oflfered to stockholders as provided in the circular letter of the Company to its stockholders, dated , 19. . . ., a warrant shall be issued by the Treasurer of the Company to the under- signed specifying the amount of stock to which he is entitled to subscribe and having a form of assignment endorsed thereon. Dated, , 19 (Name) (Address) The above form may be enclosed with the preceding form and should be executed where the stockholder desires to dispose of his right to sub- scribe for a pro rata share of the increased stock. See notes to two forms next preceding. Form 1924. LETTER TO STOCKHOLDERS CONCERNING INCREASE OF STOCK AND RIGHT TO SUBSCRIBE THEREFOR^ (ANOTHER FORM). , 19-. •• To the Stockholders of : Your Board of Directors have considered the recommendation made at the Meeting of the Stockholders, and unanimously voted in favor of the proposition to increase the Cai)ital Stock of your- Company from $ to $ in order to provide funds for adding to the manufacturing facilities of your Company. We enclose herewith notice of special meeting of Stockholders to be held at , on , 19 at o 'clock .... M., for the purpose of voting upon the question of so increasing the Capital Stock of the Company. In case the Ca|iital Stock ]>e increased it is proposed that the privilege shall be given to each Stockholder of record at the close of business on , 19. . . ., to subscribe for his proportion (being per cent of his holdings) at the rate of $100 (par) per share. 1660 CORPORATION FORMS AND PRECEDENTS. Holders of. Entitled to Holders of. Entitled to Subscribe to. Subscribe to. The new issue of stock, if authorized, will be offered subject to the fol- lowing conditions: Payment for the stock subscribed to be made in cash between ., and , on which latter date the privilege shall cease. The stock subscribed and paid for to be issued on and after and to carry all dividends declared after Stockholders entitled to subscribe to fractional shares to have privi- lege of applying therefor in the same manner as full shares, and upon payment, to receive full paid receipts (carrying neither interest nor divi- dends), which shall be transferable and may be converted into stock on and after , when the fractions surrendered make whole shares. No right to receive stock shall accrue to any Stockholder unless the terms of subscription be fully complied with and payment made at the time stated; and no subscriptions, or assignment of the privilege, shall be recognized unless made on the forms furnished by the Company. We enclose two blank forms of application, marked ' * No. 1 " ; and ' ' No. 2." If you desire to personally subscribe for the pro rata of the new issue of stock to which you may be entitled, application "No. 1" should be signed. If you prefer to sell or dispose of the privilege of subscribing, applica- tion "No. 2" should be signed. Please sign and return to the Company the one which you prefer, which in either case should be accompanied by your proxy, unless you personally intend to be present at the Stockholders' meeting. Secretary. If the above form of letter to stockholders be used, there should be en- closed therewith forn>s of "Application for stock," Form 1922, supra, and "Application for warrant," Form 1923, supra, together with a form of proxy for the meeting. Form 1925. SUBSCRIPTION. , 19.... To the Treasurer of : The undersigned hereby subscribe. . for the sto^k covered by this Warrant. (Signature) (Address) Note: The stock subscribed for on this Warrant must be jiaid for at the rate of One Hundred Dollars ($100) per share; and this Warrant must be surrendered and payment made of such subscription on or before 19.... AMENDMENTS AND CHANGES. 1661 Form 1926. ASSIGNMENT. ,19 To the Tioasiirpr of : The rit(ht to make the within subscript ii):i is ht-rcliy assitjiicd to (Address of Party to wliom assigned) ' (Signature of Stockholder) (Address) Witness : (Signature) (Address) Note: For stock held by estates or in trust this assignment must be executed by all the Executors, Administrators or Trustees. (This should be endorsed on the preceding form of subscription.) Form 1927. STOCK ALLOTMENT 19. . RECEIPT. CAPITAL STOCK. The Company, Shares. Building. No $ ,111., ,19.... This is to certify that The Company has received Dollars :n full payment for Shares of the Capital Stock of the Company subscribed for at $50 per Share under resolution of the Board of Directors, duly adopted , 19...., and that or assigns is entitled to the certificates therefor, Stock Certificates dated , 19. ... , issued in the above name for this subscription will be ready for delivery on and after , 19...., and can be obtained only upon surrender of this receipt at the Stock Transfer Office of the Company, No Building, Should this receipt be assigned, the form on the back hereof must be used for that purpose. Countersigned: . Treasurer. President. Notice: Signatures to all powers of attorney and also all powers of substitution must be guaranteed by party presenting certificate of stock for transfer. (ENDORSEMENT.) For A'alue Eeceived hereby sell, assign and transfer unto Shares of the Capital Stock represented by the within Certificate and do hereby irrevocably constitute and appoint Attorney to transfer the said Stock on the books of the witliiii iiainod Company with full power ,of substitution in the premises. Dated , 19 In presence of , [Seal] •662 CORPORATION FORMS AND PRECEDENTS. Notice: The signature to this Assignment must correspond with tho name as written upon the face of the Certificate in every i^articular with- out alteration or enlargement or any change whatever. The above form of receipt may be used where the new stock is not ready for distribution at the time the amount of the subscription is paid. Form 1928. STOCK ALLOTMENT 19. . WARRANT. The Company. Shares. No Office of the Treasurer, Building. '. , 111., ,19.... This is to certify that , or assigns, is entitled to subscribe for shares of the Capital Stock of this Company in accord- ance with Kesolution of the Board of Directors, duly adopted, , 19 , upon surrender hereof at this office, between and , ^ 19. . . ., inclusive.. Payment for this Subscription must be made at the rate of $50.00 per share in Two Installments as follows: First installment. Fifty per cent or $25.00 per share, at the time of mak ing the subscription, between March 2nd and 15th, 19 , inclusive. Second installment. Fifty per cent or $25.00 per share, between Sep- tember and , 19 , inclusive. Subscribers may at their option, however make payment in full at the time fixed for payment of the first installment. Unless this Warrant is presented at the Office of the Company between March 2nd and March 15th, 19 , inclusive, and payment of the first installment made at the same time, this warrant is void and of no value. Countersigned Treasurer. President. Note. — On the back of this warrant are two forms: the first to be filled out and signed by the stockholder in case he desires to take the stock himself; the second form, which is an assignment, to be filled out and signed by the stockholder in case he desires to dispose of the privilege. (endorsement.) subscription. ,19. To the Treasurer, The Company: The undersigned hereby subscribes for the stock covered by this War- rant: (Signature) (Address) Note: The Stock subscribed for on this Warrant must be paid for at the rate of Fifty Dollars ($50.00) per Share, and this Warrant must be surrendered and payment made of the First Installment of per cent between and inclusive. Sub- icribers may at their option make payment in full at that time. AMEXDMEXTS AND CHAXOES. 1663 ASSIGNMENT. , 19.... To the Treasurer, The Company : The right to make the within SuhscTiiilion is hcreliy assigneil to (Address of Party to whom assigned ) (Signature of Stockholder) (Address) Witness: (Signature) (Address) (For stock held by estates or in trust this assignment must be executeil by all the Executors, Administrators or Trustees.) The above form of warrant may be used where the stockholder has filled out and returned the ' ' Application for Warrant, ' ' Form 1923, supra. Form 1929. WARRANT FOR INCREASE OF STOCK. Stock Allotment Wakkant. Shares. The Company. No Office of the Treasurer, , 19.... This is to certify that , or assigns, is entitled to subscribe for shares of the capital stock of this Company in accord- ance with the Resolution of the Board of Directors duly adopted , 19 .... , upon surrender hereof at this office between and , 19 .... , inclusive. Payment for this subscription must be made in full and in cash, on or before , 19 Unless this warrant is presented at the office of the Company between , and , 19 .... , inclusive, and payment of the subscription made at that time, this war- rant is void and of no value. Treasurer. Note: On the back of this Warrant are two forms; the first to be filled out and signed by the stockholder in case he desires to take the stock himself; the second form, which is an assignment, to be filled out and signed by the stockholder in case he desires to dispose of his privilege. The same endorsement should appear on this form as on the preceding form. Form 1930. RECEIPT FOR SUBSCRIPTION FOR FRACTIONAL SHARES OF INCREASE OF STOCK. stock Allotment Receipt. Capital Stock. /15 of a Share. The Company. Xo , 19..-. This is to certify that The Company has received Dollars in full payment for, and that the bearer hereof 1664 CORPORATION FORMS AND PRECEDENTS. is entitled to fifteenth of a Sliaro of the Capital Stock of the Company subscribed for at $100 per share, under Resolution of the Board of Directors, duly adopted , 19 A Stock Certificate can be obtained only upon surrender of this receipt together with others of like import, together representing one or more full shares, at the ofHce of the Company, , > , on or after , 19 ... . Treasurer. This receipt bears no interest or dividends and will pass by delivery. The above form may be used where a stockholder is entitled to a frac-^ tional part of a share of increased stock. See generally Cook on Corpora- tions, §286 J Clark & M., Corp., §§407-410. Form 1931. FRACTIONAL STOCK ALLOTMENT WARRANT. /15 of a Share. The Company. No Office of the Treasurer . . . , IQ This is to certify that , or assigns, is entitled to sub- scribe for fifteenth of a share of the capital stock of thia Company, in accordance with the Resolution of the Board of Directors duly adopted , 19...., upon surrender hereof at this office, between and , 19 , inclusive. Payment for this subscription must be made at the rate of One Hun- dred Dollars ($100) per share. Fractional allotments are convertible into stock when the certificates for fractions presented make whole shares, and such certificates are sur- rendered and payment for the shares called for thereby, made in cash at the rate of One Hundred Dollars ($100) per share, provided such eon- version is made on or before , 19. . . . Unless this certificate is presented at the office of the Company on or before , 19. . . ., this Warrant is void and of no value. Treasurer. The above form of warrant may be used where a stockholder is entitled to subscribe for a fractional part of a share of increased stock. Form 1932. TEMPORARY CERTIFICATE. Incorporated under the Laws of the State of Temporary Certificate Exchangeable for Engraved Certificate When Ready for Delivery. Company. Shares $ Each. Capital Stock $ This is to certify that is the owner of Shares of the capital stock of Company, transferable only on the books of the company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. AMENDMENTS AND CHANGES. 1665 Witness the seal of the company and the signatures of its duly author- ized officers, afTixod this day of , 19. . . . Treasurer. President. Countersigned By .Trust Company, Transfer Agent. Secretary. Registered The Trust Company of By Registrar, Secretary. (endorsement.) For value received hereby sell, assign and transfer unto , Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the Books of the within named Company, with full power of substi- tution in the premises. Dated , 19 [Seal] Sealed and delivered in the presence of Notice: Signature to all powers of attorney and also powers of sub- stitution must be guaranteed by party presenting certificate of stock for transfer. Notice: The signature to this Assignment must correspond with the name as written upon the face of the Certificate in every particular without alteration or enlargement or any change whatever. See for forms of certificates of stock, Chapter XII, supra. Form 1933. WAIVER OF RIGHT TO SUBSCRIBE TO INCREASED STOCK. We, the undersigned, being subscribers to the original stock of the Real-Estate Trust Company, and having the right under the charter to subscribe pro rata to the proposed increase of 8,000 shares, in accord- ance therewith, hereby agree to subscribe to the additional stock in the amounts set opposite our names, 50% of said subscription to be paid on February 1st, 1899, and the balance when called for (after thirty days notice); and we hereby waive our right to subscribe to any por- tion of the remainder of said issue to which we would be entitled to subscribe as shown below: Dated , 18. ... 1666 CORPORATION FORMS AND PRECEDENTS. Subscriber. No. of Shares Taken. No. of Shares Waived. This agreement was considered in Real-Estate Trust Company v. Bird, 90 Md. 229, -where it was held that such an agreement did not bind a bona fide transferee without notice of the agreements, such transfer being made •before the increase of the stock. ISee Forms 982-985, supra. Form 1934. NOTICE OF ANNUAL MEETING AND SPECIAL MEETING TO INCREASE CAPITAL STOCK— (NEW YORK). & Company. To the stockholders of and Company: Notice is hereby given that the annual meeting of the stockholders of and Company will be held at the office of the company, Broadway, New York City, on Monday, February 27, 1911, at 12 o'clock noon, for the election of directors, and for such other business as may properly come before the meeting. Also, that a special meeting of the stockholders of and Company will be held on the 27th day of February, 1911, at 12:30 o'clock, p. m., at the office of the company, at No Broadway, in the City of New York, State of New York, for the purpose of voting upon a proposition to increase its common capital stock from thirty million dollars ($30,000,000), consisting of three hundred thousand (300,000) shares of the par value of one hundred dollars ($100.00) each, to forty million dollars ($40,000,000), to consist of four hundred thou- sand (400,000) shares of the par value of one hundred dollars ($100.00) each. The transfer books will be closed from the close of business Tues- day, February 7, 1911, until the morning of Tuesday, Feb. 28, 1911. , Vice-President. Secretary. See generally as to the necessity of giving notice of extraordinary busi- ness to be transacted at an annual meeting, Cook on Corporations, §§ 594, 595; Clark & M., Corp., § 647. See for other forms of notice of annual meeting. Chapter XIX. Consult also Index, post, title, annual meetings. Form 1935. NOTICE OF SPECIAL MEETING TO INCREASE CAPITAL STOCK AND ISSUE PREFERRED STOCK— (NEW YORK). Corporation. Broadway, Manhattan, New York City, April 3, 1911. Notice is hereby given that a special meeting of the stockholders of Corporation will be held on the 18th day of April, 1911, at one o'clock P. M., at the office of the Corporation, No AMENDMENTS AND CHANGES. 1067 Broadway, Borough of .Muuhattan, Saw York City, for the purpose of voting upon a proposition to incroaso its capital stock from Twenty- four Million l^ollans ($24,000,000), consisting of two hundred and forty thousand (2-J(),00()) shares of tlic par value of One huii.lrertify, that at a Special Meeting of the Stockholders of held at on the day of , 19...., pursuant to notice, in the following manner to-wit: by mailing to each of the stockholders of said corporation, on the day of , A. D. 19 , a written notice, properly addressed, stating the object of such meeting and the time and place when and where it would be held, and also by a general notice of the time, place and object of said mooting, published for three suc- cessive weeks in the , a newspaper printed in , in said County, the first publication of which notice was on the day of , 19. . . ., and the last pub- lication on the day of , 19 , the follow- ing question was submitted to the stockholders for their action: Resolved, that the Capital Stock of. this Corporation be decreased from Dollars, to the sum of Dollars; which resolution was adopted by the stockholders, two-thirds of all the votes 1680 CORPORATION FORMS AND PRECEDENTS. represented by the whole stock of said Corporation being in favor of the adoption of said resolution and voting therefor. Witness our hands and the seal of said Corporation, this day of , 19 President. [Seal] Secretary. STATE OF ILLINOIS, ) County of Cook, ( being duly sworn, on oath says, that he is President of , and that he has read the foregoing certificate, and knows the contents thereof, and that the facts therein stated and set forth are true. President. Subscribed and sworn to before me this day of , 19. . Notary Public. See generally as to the decrease of capital stock, Cook on Corporations, § 289. See generally the statutes of the various states and state forms, supra. See Form 35, supra, for certificate of reduction of capital stock of Con- necticut corporation. See for Kansas form, Form 84, supra. - For Missouri form, see Form 126, supra. For Oregon form, see Form 189, supra. For Vermont form, see Form 2.50, supra. For West Virginia form, see Form 262, supra. Form 1956. RESOLUTION FOR CHANGING NUMBER AND PAR VALUE OF SHARES WITHOUT CHANGING THE AMOUNT OF AUTHORIZED CAPITAL STOCK. Eesolved, That the number of shares and the par value of the shares of the Company be changed from shares of the par value of dollars each to shares of the par value of dollars each, so that the authorized capital stock shall be, as heretofore, dollars. See for change of par value of shares, Cook on Corporations, §§281, 290, .500, note; Clark & M., Corp., §412; Tschumi v. Hills, 6 Kan. App. 549; Droitwich Patent Salt Co. v. Curzon, .3 Exch. 35; Salem Mill Dam Corp. V. Eopes, 6 Pick. (Mass.) 23; Ambergate, etc., Ky. Co. v. Mitchell, 4 Exch. 540; Somerset, etc., K. Co. v. Cushing, 45 Me. 524. Form 1957. RESOLUTION CHANGING PAR VALUE OF SHARES OP STOCK. Resolved, That the par valne of the shares of stock of this Corpora- tion, which are now of the par value of Dollars per share, AMENDMENTS AK -xaNGES. 1681 be and the same are hereby changed to the par value of Dollars ($ ) per share. See note to form next j)recediiig. Form 1958. NOTICE OF SPECIAL MEETING TO REDUCE PAR VALUE OF SHARES AND INCREASE THE AMOUNT OF CAPITAL STOCK. STATE OF ILLINOIS, / County of Cook. i Notice is hereby given that a special meeting of the stockholders of the Company will be held at Street, Chicago, Illinois, on the day of , A. D. 19 .... , at the hour of ...... o'clock .... M., for the purpose of considering the question of 1. Reduction of the par value of the shares of the capital stock of said company from $100.00 per share to $10.00 per share. 2. To increase the capital stock from $25,000.00 to $7.5,000.00. Dated , 19 Directors. See two forms next preceding, and notes thereunder. Form 1959. RESOLUTIONS INCREASING OR DECREASING CAPITAL STOCK AND CHANGING PAR VALUE. Whereas, the capital stock of the Company, is dollars, divided into shares of dollars each, of which has been taken up and per cent, thereon paid in. And whereas, for the due carrying out of the objects of the company it is deemed expedient that the said capital stock should be increased (or decreased) to the sum of dollars, or re-divided as follows: Now therefore be it resolved as follows, that is to say : In Case o^ an Increase. 1. That the capital stock of the company be increased from the sum of dollars to the sum of dollars by the issue of shares of new stock of the par value of dollars each. 2. That the new shares be issued and allotted in such manner and proportion as the directors of the company may deem proper for the benefit of the company. In Case of Reduction. 1. That the capital stock of the company be reduced from .$500,000, divided into 5000 shares of $100 each, to $2.50,000, divided into 5000 shares of $50 each, and that such reduction be eflfected by cancelling capi- 1682 CORPORATION FORMS AND PRECEDENTS. tal which has been lost or is unrepresented by available assets to the extent of $50 per share upon each of the 5,000 shares which have been issued and are now outstanding, and bj' reducing the nominal amount of all the shares in the company's capital from $100 to $50 a share; or That the capital of the company be reduced from $20,000, divided into 1000 shares of $20 each, to $10,000, divided into 1000 shares of $10 each, and that such reduction be effected by cancelling the uncalled capital of $10 per share. 2. That the allotment of such shares do remain as at present, (or that the allotment of said shares be made by the tlirectors according to the rule following '....) In Case of Ee-division. 1. That the shares of the value of dollars each, at present constituting the capital stock of the company shall be re- divided (or sub-divided) into shares of the value of dollars each and that until otherwise ordered the capital stock of the com- pany shall consist of shares of the value of dollars each. See preceding forms in this chapter. Form 1960. CHANGE OF DIRECTORS— NOTICE FOR MAILING— (ILLINOIS). Office of , If).... To You are hereby notiiied, that a Special Meeting of the Stockholders of the will be held at the office of in the City of , County of , Illinois, on the day of , 19 , at the hour of o'clock M., for the purpose of voting upon the question of changing the number of directors of said Corporation from to as provided by law, at which time you are requested to be present. Directors. See as to the necessity of giving notice of a meeting to change the number of directors. Cook on Corporations, § 594; Clark & M., Corp., § 647. See as to power of legislature to change number of directors, Cook on Corj.orations, § 499, note; Claik & M., Corp., § 275b (3) ; Trustees of Dart- mouth College V. Woodward, 1 N. H. Ill, 4 Wheat. (U. S.) 518. Form 1961. NOTICE OF MEETING TO CHANGE NUMBER OF DIRECT- ORS, FOR PUBLICATION— (ILLINOIS). Notice is hereby given, that a special meeting of the stockholders of will be held at the office of , in tne AMFA'DMEXTS AND CHANGES. 1683 of , County of , State of Illinois, on the day of , A. D. 19...., at .... o'clock ... ^f., for the pur- pose of voting upon the question of changing the number of ilirectors of said corporation from to as provided by law, and for the transaction of such other business as may be proper to come before the meeting. This notice is issued pursuant to a written application to me therefor, signed by the stockholders owning a majority of the stock of said corporation. Dated the day of , A. D. 19 President. Attest: Secretary. See form next preceding niid note thereunder. See generally as to the call of cori^orate meetings and the notice thereof. Cook on Cori)orations, §§593-595; Clark & M., Corp., § 64G. Form 1962 RESOLUTION CHANGING NUMBER OF DIRECTORS. Resolved, That the number of directors of the Company be, and hereby is increased (decreased) from , the present num- ber, to See as to increasing number of directors two forms next preceding and notes thereunder. Form 1963. PUBLISHED NOTICE OF CHANGE OF NAME, INCREASE OF PAR VALUE OF SHARES, DECREASE OF NUM- BER OF SHARES, REDUCTION OF NUMBER OF DIRECTORS, CHANGE OF CLASSIFICATION OF DIRECTORS, AND CHANGING LOCA- TION OF PRINCIPAL OFFICE— (ILLINOIS). STATE OF ILLINOIS, ) * ss ' County of Cook, ( Public notice is hereby given that at a special meeting of the stock- holders of Company, a corporation, Iteld at Room , Street, Chicago, Illinois, on the day of , 19...., at . . . M., pursuant to notice published according to the statute in such cases made and provided any which latt«r namo it shall hereafter he known. See form next following and notes thereunder. Form 1969. RESOLUTION CHANGING THE NAME OF A CORPORA- TION. Resolved, That the name of this Company be changed from to , and that the last mentioned namo be ami it is hereby adopted as the corporate name of this corporation. See as to the change of name of a corporation. Cook on Corporations, §499, note; Clark & M., Corp., §35;"5; ITamiUon v. Snyder, 178 Fed. 130; Sumpter Tobacco Warehouse Co. v. Phoenix Ins. Co., 76 S. C. 76, 10 L. R. A. (N. S.) 736. See two forms next preceding and notes thereunder. See Form 37, supra, for certificate for change of name of Connecticut corporation. Fur amendment changing name of Texas corporation, see Form 240, supra. For Vermont form, see Form 251, supra. For West X'irginia foi'in, see Form 2()3, supra. See Fornj 18, supra, for order for change of name of California associa- tion. Form 1970. CERTIFICATE OF CHANGE OF NAME— (ILLINOIS). Office of ^19.... To Secretary of State. We hereby certify, that at a meeting of the stockholders of held at , on the day of , 19...., pursuant to notice, in the following manner, to- wit: by mailing to each of the stockholders of said corporation, on the day of , 19 .... , a written notice, signed by a ma.jority of the directors of said corporation, properly addressed, stating the object of said meeting and the time and place when and where it would be held, and also by a general notice of the time, place and object of said meeting, published for three successive weeks in the , a newspaper printed in , in said county, the first i)ublication of which notice was on the day of , 19. ... , and the last publication on the day of , 19. . . ., the following resolution was submitted to the stockholders for their action: (Insert resolution, e. g.. Form 1969, supra.) which resolution was adopted by the stockholders, two-thirds of all the votes rei)resented by the whole stock of said corporation being in favor of the adoption of said resolution and voting therefor. 1688 CORPORATION FORMS AND PRECEDENTS. Witness our hands and the seal of said corporation, this dav of , 19.... President. Secretary. STATE OF ILLINOIS,) *■ ss: County, ^ being duly sworn on oath says that he is presi- dent of , antl that he has read the foregoing certifi- cate, and knows the contents thereof, and that the facts therein stated and set forth are true. President. Subscribed and sworn to before me, this day of , Notary Public. See the statutes of the various states. See generally as to the amend- ment of charters, Cook on Corporations, §§499-.50H; Clark & M., Corp., §§57, 58. See also Chapter I ante. Form 1971. NOTICE OF CHANGE OF NAME— (ILLINOIS). STATE OF ILLINOIS, , County of Cook, ( Public notice is hereby given that at a special meeting of the Stockholders of Company, held at the office of the Company, Nos. Street, Chicago, Cook County, Illinois, on the day of , A. D. 19. . . ., at the hour of o'clock M., stockholders representing all of the capital stock of said corporation being present and voting in favor thereof, the following resolution was unani- mously adopted. Resolved, That the name of this Company be changed from Company to Company, and that the last mentioned name be and it is hereby adopted as the corporate name of this Company. That certificates of such change have been filed in the office of the Secretary of State of Illinois and in the office of the Recorder of Deeds of Cook County, Illinois, as provided by law. Dated, Chicago, Illinois, , A. D. 19 President. Secretary. Form 1972. NOTICE OF CHANGE OF OBJECTS— (ILLINOIS). STATE OF ILLINOIS, I ^^ County of Cook, ^ Public notice is hereby given that a special meeting of the stockholders Qf Company, a corporation duly organized and existing AMENDMENTS AND CHANGES. 1689 under and b} virtue of the laws of the State of Illinois, held at the oflBce of said Company, Avenue, at Chicago, Cook County, Illi- nois, on , the day of , 19 .... , at the hour of o'clock .... M., the object for which said cor- poration was formed was changed so as to read as follows, to-wit : "To manufacture, sell and deal in supplies pertiiining to the upholstering busi- ness; to buy and sell j)atciits, issue licenses thereunder, iiiid act as Com- mission Agents for owners of other articles, and as selling agents for owners of other patents, and do any and all things incident to the con- duct of such business," stockholders representing all the shares of the capital stock of said corporation being present and voting in favor of said change, and a certificate of said- change has been filed with the Secre- tary of State of the State of Illinois, and with the recorder of deeds of Cook County, Illinois, as required by law. Dated, Chicago, Illinois, , 19 ... . President. Secretary. Form 1973. RESOLUTION CHANGING OBJECTS OF CORPORATION. Resolved, That the objects of this corporation which now read as fol- lows: ' * " be enlarged and changed so that the same shall read as follows : See as to changes of objects and purposes of corporation, Cook on Cor- porations, §§500, note, 499, note; Clark & M., Corp., §§.57-58; Bond v. Atlantic Terra Cotta Co., 122 N. Y. Supp. 425, reversing 123 N. Y. Supp. 1085; Colgate v. United States Leather Co., 73 N. J. Eq. 72. Form 1974. CERTIFICATE OF CHANGE OF OBJECTS OF CORPORA- TION— (ILLINOIS). Office of The Company. Chicago, III., , 19 To Esq., Recorder of Cook County. Wo hereby certify that at a special meeting of the stockholders of The Company, held at the office of the Company in the City of Chicago on the day of , A. D. 19. .. ., pursuant to notice in the following manner, to-wit: by mail- ing to each of the stockholders of said corporation on the day of , A. D. 19. . . ., a written notice, properly ad- dressed, stating the object of said meeting and the time and place when and where it would be held, and also by a general notice of the time, place and object of said meeting, published for three successive weeks in the , a newspaper published in Chicago, County of Cook and State of Illinois, the first publication of which notice was on the day of , A. D. 19 .... , and the last publi- 1690 CORPORATION FORMS AND PRECEDENTS. cation on the day of , A. D. 19...., the following question -was submitted to the stockholders for their action: Eesolved, That the objects for which this corporation was formed be enlarged and changed so that the same shall be as follows: (Set forth new object clauses.) which resolution was adopted by the stockholders, two-thirds of all the votes represented by the whole stock of such corporation being in favor of the adoption of said resolution and voting therefor. We do hereby further certify that at the said special meeting of said stockholders held at the same time and place and in pursuance of the notice aforesaid, the following resolution was submitted to the stock- holders for their action: Eesolved, That the capital stock of this corporation be increased from one million dollars to the sum of ope million five hundred thousand dollars, consisting of fifteen thousand shares of the par value of one hundred dcl- lars each; which said resolution was adopted by the stockholders, two- thirds of all the votes represented by the whole stock of said corporation being in favor of the adoption of said resolution and voting therefor. Witness our hands and the seal of said corporation, this day of , 19 ... . President. [Corporate Seal] Secretary. STATE OF ILLINOIS,) ss * County of Cook, ( , being duly sworn, on oath says that he is president of the Company and that he has read the foregoing certificate, and knows the contents thereof, and that the facts therein stated and set forth are true. President, SutJscfiljea' and sworn to before me, this day of 19.... Notary Public. (N. S.) See the statutes of the various states. See generally as to amendment of charters. Cook on Corporations, §§499-503; Clark & M., Corp., §§57, 58. See also Index, post, title extension of corporate existence. See for form of statement for changing or extending corporate business of a MisDOuri corporation. Form 126, supra. Form 1975. RESOLUTION TO EXTEND DURATION OF CORPORATE EXISTENCE. Eefiolved, That the time of the continuance of this corpu.ulion be ex- tended .... years beyond the expiration of the present limit (or, "be ex- tended to the day of , 19 . . . . , " whichever is desired). AMKNDMKNTS AND CHANGES. 1691 Form 1976. RESOLUTION FOR EXTENDING CORPORATE EXISTENCE. Resolved, That the corporate existence of this Corporation be and the same is hereby extended for the period of years from the day of , 19 Further Kesolvcd, That the ofTieers of this corporatitm take all necessary steps and file all requisite instruments for perfecting the extension of such corporate existence. See as to the extension of corporate existence, Bird v. Gav, 102 Mich. 612; Home Bidg. Ass 'n v. Bruner, 120 S. W, (Ky.) 306; Diamond State iron Co. V. Husbands, 8 Del. Ch. 205. See Form 17, supra, for certificate of extension of corporate existence of a California corporation. See for forms of notice to stockholders of special mootinj^ to extend duration of Illinois cor])oration, Forms 70 71, supra; for form of certifi- cate of extension of duration, Form 72, supra. Form 1977. RESOLUTION FOR CHANGE OF PRINCIPAL PLACE OF BUSINESS. Resolved, That the location of the principal place of business of this corporation be changed, from , in the county of , and state of , to , in the county of , and state of Form 1978. CERTIFICATE OF CHANGE OF PRINCIPAL OFFICE— (ILLINOIS). STATE OF ILLINOIS, , ' ^ss County of ) I hereby certify that at the regulai- annual meeting of the Stockholders of the Company, held on , 19 .... , at o'clock .... M., the following resolution was adopted: "Resolved, That the main office of this corporation be removed from Illinois, to , Illinois. ' ' , President of Company. [Seal] (Add jurat.) Sec Form 16, .•iupra, for certificate of removal of principal place of business of a California corporation. See Form 36, supra, for certificate of change of location of Connecticut corporation. For New Jersey form, see Form 143, supra. For Texas form, see Form 240, supra. For Vermont form, see Form 252, supra. CHAPTER XXXIII. MERGER AND CONSOLIDATION OF CORPORATIONS. Form 1979. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO CONSIDER PROPOSED CONSOLIDATION— (ILLINOIS). Ice Company. Notice of Special Meeting of Stockholders. To the stockholders of Ice Company : Public notice is hereby given that at a meeting of the Board of Direct- ors of the Company, held upon the seventeenth day of January, 1913, it was unanimously determined by the board that a consolidation of this company with the Fuel Company, a corporation of the State of Illinois, is desirable, and the board likewise unanimously deter- mined to submit to the consideration and vote of the stockholders the ques- tion of such consolidation, in accordance with the terms approved and recommended by the board and by resolution ordered and directed that a special meeting of the stockholders of this Company be called to be held on the 19th day of February, 1913, at the hour of ten thirty o'clock in the forenoon, at the office of the Company, No , street, Chicago, Illinois, for the purpose of considering and voting upon the ques- tion as to whether Ice Company shall consolidate with Fuel Company, in accordance with the terms of such con- solidation, approved and recommended by the board as aforesaid, and further to consider and act upon any and all matters that may properly be brought before the said meeting. Now, therefore, pursuant to such action and order, notice is hereby given that a special meeting of the stockholders of Ice Company will be held at the time and place aforesaid to consider and vote upon such question of the consolidation of said companies and the terms thereof, and for the purpose of considering and acting upon any and all matters which may properly be brought before said meeting. A proposed agreement and articles of consolidation of said companies embodying such terms will be submitted at said meeting of stockholders and a copy thereof will be furnished before and at said meeting to any stockholder desiring a copy thereof. Dated January 17, 1913. 1692 MERGER AND CONSOLIDATION. 1693 B7 order of the Board of Directors. Secretary. See form next following. The consolidation of corporations is not within the objects of a corpora- tion, in the absence of provision therefor, and cannot be implied. Cor- l)oration3 cannot lawfully consolidate, however desirable and beneficial con- solidation may be, unless the state has expressly authorized them to do so, cither by a provision in their charters, or the charter of one of them, or by special act passed after their creation, and before consoliilatioii, provided a special act for such purpose is constitutional, or by general law. Legisla- tive authority is just as essential to a valid consolidation of existing cor- jiorations as it is to the creation of a corporation in the first instance. I'lark tS: M., Corp., § .347. See for consolidation of corporations, Cook on Corporations, §§ 51a, 2G9, 499 note, 500 note, 501 note, 631, 637, 769, 785, 846, 892, 894-897, 910; Clark & M., Corp., §§347-363. As consolidation is wholly statutory and the laws of the respective states in respect thereto are widely variant, there will be only given herein complete forms for consolidation under the laws of the state of Illinois and several other illustrative forms and forms of agreements from which the requisite forms for use in the different states can readily be adapted. See Form 41, supra, for certificate of consolidation and merger of Connecticut corporations. Form 1980. AGREEMENT FOR CONSOLIDATION— (ILLINOIS). Agreement and Articles of Consolidation, made and entered into the day of February, one thousand nine hundred and thirteen, by and between Fuel Company, a corporation organized and existing under the laws of the State of Illinois, party of the first part, and the Ice Company, a corporation organized and exist- ing under the laws of the State of Illinois, party of the second part, here- inafter called "Constituent Companies," witnesseth: Whereas, said Constituent Companies are duly authorized and empow- ered to consolidate, and by due action of the Stockholders of the respect- ive Constituent Companies it has been deemed advisable and expedient to consolidate said Constituent Companies into a single corporation, and that such consolidation be effected: Now, Therefore, in consideration of the premises and of the mutual prom- ises, agreements, covenants, and grants hereinafter contained, it is hereby mutually agreed by and between said Constituent Companies as follows: First — Fuel Company and Ice Company, Constituent Companies, aforesaid, are hereby consolidated into a single corporation under the name of Company, hereinafter called the "Consolidated Corporation." 1694 CORPORATION FORMS AND PRECEDENTS. Second — The object for which said Consolidated Corporation is formed , is the same as the ohjoct of each of said Constituent Companies, namely: (a) To deal at wholosalc and retail in coal, coke, wood, and other fuel of all kinds; to mine coal, manufacture coke and engage in the produc- tion and manufacture and sale of all articles connected with the business of dealing in coal and other fuel. (b) To conduct a general jobbing, warehousing, and mercantile busi- ness, and to do all things necessary or proper in connection therewith. (c) To engage in the transaction of a general ice business; the manu- facturing of and dealing in wagons, automobiles, tools, machinery and apparatus. (d) To manufacture, produce, purchase, acquire, own, possess, use, sell and otherwise dispose of distilled and other water, and any and all carbo- nated beverages; and also ice cream and table ices, buttermilk, fermented lactic acid milk, evaporated and condensed milk, milk powder, and any and all other kinds of milk products. (e) To engage io a general business in gravel, sand, brick, stone, lime, cement, metal, composition, wood, and other substances and materials. (f) To raise, iiurehase, acquire, own, possess, use, sell, and otherwise dispose of horses, mules, and other live stock. (g) To construct, purchase, acquire, own, possess, use, operate, sell, and otherwise dispose of the appliances, facilities and means for a common storage and a cold storage business, and to do and to have done a cold storage, a produce, a provision, and a delivery business. (h) To ol)tain, purchase, acquire, own, possess, use, sell, and otherwise dispose of letters patent of the United States of America, and of foreign countries, and rights, privileges, and immunities thereunder, covering any new and useful improvements in or relating to or pertaining to or inci- dental to any and all of the matters and things herein named or referred to, and any and all parts thereof. (i) To do and perform any and all other acts and things necessary to be done and performed to attain the objects and purposes herein ex- pres.sed and intended. Third — The amount of capital stock of said Consolidated Corporation is Eleven Million Dollars ($11,000,000), divided into one hundred and ten thousand (110,000) shares of the par value of One Hundred Dollars ($100) each, of which forty-five thousand (45,000) shares, amounting to Four Million Five Hundred Thousand Dollars ($4,500,000) par value shall be Preferred Stock, and sixty-five thousand (65,000) shares, amounting to Six Million Five Hundred Thousand Dollars ($6,500,000) par value, shall 1)6 Common Stock. The holders of Preferred Stock shall be entitled to receive, when and as declared, from the surplus or net profits of the Consolidated Corpora- tion, yearly dividends at the rate of seven per cent, per annum, and no. more, payable semi-annually on dates to be fixed by the by-laws or by the Board of Directors. The dividends on the Preferred Stock shall be cumulative and shall be payable before any dividends on the Common Stock shall be paid or set apart, so that if in any year dividends amount- ing to seven per cent, shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the Common Stock. MEROER AND CONSOLIDATIOX. 1G95 Whenever all ciiinulative dividends on the Preferred Stock for all pre- vious years shall have been declared, and shall have become payable, and the accriiotl semi-anmuil installment for the current year on the Pre- ferred Stock shall have been declared, and the Consolidated Corporation shall have paid such declared cumulative dividends for the previous years, and such accrued semi-annual installment upon said Preferred Stock, or shall have set apart from its surplus or net profits, a sum sufficient for the payment thereof, the Board of Directors may declare dividends upon the Common Stock payable then or thereafter, out of any remaining sur plus or net profits. In the event of any liquidation, dissolution, or winding up, whether voluntary or involuntary, of the Consolidated Cor{)oration, the holders of Preferred Stock shall share equally and be entitled to be paid in full, both the par amount of their shares and the unpaid dividends accumulated thereon, before any amount shall be paid to the holders of Common Stock and after the payment to the holders of the Preferred Stock, of its par value and unpaid dividends accumulated thereon, the remaining assets and funds shall be divided and paid to the holders of Common Stock equally and pro rata according to their respective shares. Fourth — The capital stock of the Consolidated Corporation may here- after be increased from time to time, upon such vote of the stockholders as the statute may require for an increase of capital stock. In any such case, such increase may be in either Common Stock alone. Preferred Stock alone, or Common and Preferred Stock, and in such amounts in respect of each as the stockholders may determine. The unissued Preferred Stock or Common Stock, or both, may be issued from time to time in such amounts and proportions, and for such consideration, as shall be deter- mined by the Board of Directors and {jormittcd by law, and may be issued without any offering or sale thereof to the stockholders existing at the time of such issue. Each share of Preferred and Common Stock shall have the same voting power in all corporate affairs, and each share thereof shall be entitled to one vote, except as otherwise provided by law. With the consent and approval of the holders of two-thirds in amount of the outstanding capital stock, obtained at a meeting of the stockholders of the Consolidated Corporation, the entire assets and properties of the Consolidated Corporation may be sold, or disposed of, in such manner, and for such consideration as shall be determined. Fifth — The principal office of said Consolidated Corporation shall be located in the City of Chicago, County of Cook, State of Illinois. Sixth — The corporate powers of the Consolidated Corporation shall be exercised by a board of ( ) directors, who shall be elected annually by the stockholders at the time and in the manner pro- vided by law and the bydaws of the Consolidated Corporation. A major- ity of the Board of Directors shall constitute a quorum. %The Board of Directors may appoint an Executive Committee which, so far as may be lawful, shall have and may exercise all the powers of the Board of Directors between meetings of the Board. Seventh — The names and addresses of those who shall be the first Direct- ors, until the next annual election of Directors, and until others are choseu in their place, are as follows: 1696 CORPORATION FORMS AND PRECEDENTS. Name. Address. Eighth — The officers of the Consolidated Corporation who shall hold their offices until their successors are elected or appointed, according to law and by the by-laws of the Consolidated Corporation, shall be such as may be elected or appointed by the Board of Directors at their first meeting. Ninth — The duration of said Consolidated Corporation shall be ninety- nine (99) years. Tenth — The number of shares of stock, which shall be issued as fully paid and non-assessable, in the Consolidated Corporation to which the stockholders in each of the Constituent Companies shall be entitled, shall be as follows: Allotment of Eatio of New Shares. Exchange. Number of Name Shares Issued. Fuel Company : 1st Preferred Stock 13,688 13,688 Preferred Common Stock . Ice Company: Preferred Stock. 20,000 20,000 Common 30,000 25,800 Preferred Common Stock 40,000 Par for par. Par for par. 86/100 of a share of new Preferred Stock for one share of Ice Com- pany Preferred Stock. Par for par. 40,000 Common Eleventh — The holders of Preferred Stock of , Fuel Company and of Ice Company shall be entitled, upon surrender of their certificates for such stock respectively in exchange for Preferred Stock of the Consolidated Company as aforesaid, to receive a sum in cash equal to the amount of dividends accumulated to the date when such consolidation shall become effective and then remaining unpaid upon the stock so surrendered. Twelfth — The Consolidated Corporation shall be and is vested with, and shall hold and enjoy, all the powers, privileges, rights, franchises, properties, real, personal, or mixed, claims, demands, and estates, which may be owned, possessed, or enjoyed by each of said Constituent Com- panies, and each of said Constituent Companies hereby agrees, to make, execute, and deliver any and all further conveyances, assignments, and assurances in the law, and things necessary to vest the title thereof in said Consolidated Corporation. Thirteenth — The debts and liabilities of each of said Constituent Companies existing or accrued prior to this consolidation, and all ex- penses incidental to such consolidation, shall be assumed and borne by the Consolidated Corporation. . " MERGER AND CONSOLIDATION. 1697 Fourteenth — The stockholders of record of said Constituent Com- panies shall respectively be entitled to receive in exchange for and upon surrender of their certificates of stock in such Constituent Com- panies, certificates of stock in the Consolidated Corporation, as above provided, and in proportional amounts based upon the ratio of exchange hereinabove set forth, but no certificates for fractional shares of stock shall be issued by saiil ConHoiidated Corporation. The Board of Din-ct- ors of said Consolidated Corporation shall have power to provide for the issuing of fractional warrants of stock scrip which, when presented in amounts aggregating the par amount of one or more whole shares, shall entitle the holders thereof to a certificate or certificates for such --.are or shares. The Consolidated Corporation shall without unnecessary delay issue certificates of stock in such form as may by the Board of Directors be deemed advisable, and such Board shall provide and adopt such rules and regulations as may be necessary or proper for the issuing and transfer of the shares of the capital stock of such Consolidated Corporation. Fifteenth — At the first meeting of the Board of Directors of the Consolidated Corporation, which shall be held as soon as practicable after said consolidation shall have become effective, the Directors or their successors shall adopt a code of by-laws and elect or appoint the officers of the Consolidated Corporation as aforesaid. This Agreement and these Articles shall be executed on the part of each of the Constituent Companies, by their proper officers, and under their corporate seals, in as many counterparts as such officers may deter- mine, and each such counterpart shall be deemed an original. In Witness Whereof, the Constituent Companies have caused their respective corporate names to be hereto affixed, by their respective presidents, or vice-presidents, and their respective corporate seals to be hereunto affixed and attested by their respective secretaries, or assistant secretaries, this day of February, one thousand nine hundred and thirteen. , Fuel Company, By President. Attest: Secretary. Ice Company, By President. Attest: ss: Secretary. STATE OF TLLTNOTS, J County of Cook, ( I, , a Notary Public, in and for said County, in the State aforesaid, do hereby certify, that , the President of Fuel Company, an Illinois Corporation, and , Secretary of said Corporation, who are both persons known to me to 1698 CORPORATION FORMS AND PRECEDENTS. be the same persons whose names are subscribed to the foregoing instru- ment, as such President and Secretary, respectively, and who aie both persons known to me to be the President and Secretary, re- spectively, of said Corporation, appeared before me this day in person, and severally acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act, as such President and Secretary, respectively, of said Corporation, and as the free and voluntary act of said Corporation for the uses and purposes therein set forth. Given under my hand and Notarial Seal this day of February, A. D. 1913. ss: Notary Public. My commission expires STATE OF ILLINOIS, f County of Cook, ( I, , a Notary Public, in and for said County, in the State aforesaid, do hereby certify, that , the President of Ice Company, an Illinois Corporation, and , Secretary of said Corporation, who are both persons known to me to be the same persons whose names are subscribed to the foregoing instru- ment, as such President and Secretary, respectively, and who are both persons known to me to be the President and Secretary, respectively, of said Corporation, appeared before me this day in person, and severally acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act, as such President and Secretary, respectively, of said Corporation, and as the free and voluntary act of said Corporation for the uses and purposes therein set forth. Given under my hand and Notarial Seal this day of February, A. D. 1913. Notary Public. My commission expires For form of notice of special meeting of stockholders to consider pro- posed consolidation, see form next preceding. See other forms of agreement for consolidation in this chapter. Form 1981. RECOMMENDATION OF THE BOARD OF DIRECTORS TO THE STOCKHOLDERS OF THE KNICKERBOCKER ICE COMPANY. The advisability of consolidating this Company with the City Fuel Company has been under consideration for many months. Our officers became convinced that such a consolidation, if fairly made, would be very advantageous. At their suggestion we appointed a Committee from among our Directors and Stockholders, consisting of Messrs. Field, Leeming, Pelouze, and Shedd, to take up the matter with a Committee of the City Fuel Company. Our Committee has made the following report: IMERGER AND CONSOLIDATION 1699 "To the Board of Directors of the Knickerbocker Ice Company: Gentlemen — In tiie matter of consolidating this Company anil the City Fuel Company for the consideration of wliicli we were appointed a committee by you, we beg to report: That in pursuance of arrangements made by our President with the President of the City Fuel Company, we first met Messrs. Upham, Letts, Wrigley and Robinson, a committee appointed by the City Fuel Com- pany, at the otlice of this Company, on January 8th, at three o'clock in the afternoon. There were also present Mr. F. F. Kuapp, who acted as Secretary of tlu' inecting, and Mr. T. L. Chadbourne, -Jr., who hacl been appointed by hotli Companies as counsel to advise upon matter of consolidation. We believe it best for your complete information to attach to this report the minutes of this and the succeeding meetings of the two Com- mittees, containing the discussion had and the conclusions reached. As you will see by the resolution, unanimously adopted by both Com- mittees, we approve the merger of the two Companies and heartily recommend the following plan for an issue of securities by the Con- solidated Company in exchange for the stocks of our Company and the City Fuel Company: To the holders of the Six Per Centum Preferred Stock of the Knick- erbocker Ice Company, eighty-six per centum of the face value thereof in the Seven Per Centum Preferred Stock of the Consolidated Company. To the holders of the Seven Per Centum Preferred Stock of the City Fuel Company, one hundred per centum of the face value thereof in the Seven Per Centum Preferred Stock of the Consolidated Company. To the holders of the Common Stock of the Knickerbocker lee Com- pany, one hundred per centum of the face value thereof 'in the Common Stock of the Consolidated Company. To the holders of the Common Stock of the City Fuel Company, one hundred per centum of the face value thereof in the Common stock of the Consolidated Company. Dated, January 10th, 1913. Respectfully submitted, (Signed) John S, Field, Chas. W. Leeming, Wm. N. Pelouze, William J. Shedd." We have had submitted us for our guidance, the following data: 1st. The detail of the assets and liabilities of both companies. 2nd. The audit of the books of both companies by ^Fessrs. Arthur Young & Co., certifying to the earnings of this Company for the past five years anil of the City Fuel Company for the past four years (it not having been in existence five years when the audit was completed). ."^rd. Reports respecting the savings which the officials of both com- panies estimate would be made by consolidation. 4th. The minutes of the meetings of the two committees mentioned in their report. These documents are too voluminous to be set forth here in full, but 1700 CORPORATION FORMS AND PRECEDENTS. they are on file iu our ofiiL'e and open to the inspection of all stock- holders. The security authorization and issue of the tvyo companies, and annual interest and sinking fund requirements, are as follows: Annual Interest and Sinking Fund Authorized. Issued. Requirements. Knickerbocker Ice Company: First Mortgage 5% Bonds $6,000,00n $4,500,000 $-_"2o,000 Annual Sinking Fund for Bonds 50,0U0 Six Per Cent. Cumulative Preferred Stock 3,000,000 :!,000,000 180,000 Common Stock ' 4,000,000 4,000,000 City Fuel Company: Seven Per Cent. Cumulative Pre- ferred Stock 2,000,000 1,.168,800 - 95,816 Common Stock 2,000,000 2,000,000 The figures respecting the assets and past earnings of the two com- panies deemed fair by the two committees, and used by them, in arriv- ing at their conclusions, were as follows: Knickerbocker lee Company: Assets. Assets other than good will in excess of current, but not funded, debt $8,500,000 City Fuel Company: Assets other than good will in excess of current debt (the Company having no funded debt) 1,750,000 Knickerbocker Ice Company: Earnings. Average net annual operating earnings for the years 1907, 1908, 1909, 1910 and 1911 $549,000 City Fuel Company: Average net annual operating earnings for the years 1910 and 1911 215,000 Consolidated Company (Estimated Saving): The annual operating savings estimated by the officers of both companies, as obtainable by the consolidation.... 300,000 We unhesitatingly recommend to our stockholders the consolidation with the City Fuel Company provided for by the accompanying agree- ment and articles. Our preferred shareholders will receive in exchange for their pre- ferred stock, which is preferred as to dividends only and not as to assets, shares of the Consolidated Company, preferred as to assets as well as dividends, and whose liquidation value is, for this reason, much greater than their present holdings, while the interest return on the new preferred will be slightly larger and much more certain of being earned and paid than at present. Our common shareholders will receive in exchange, an equal amount of common, with a much greater earning power, and with a fair likeli- hood of prompt dividends. The foregoing recommendation was adopted by the Board of Direct- MERGER AND CONSOLIDATION. 1701 OTs of the Knickerbocker Ice Company, at a meetiug held .January 17th, 1913. William A. Walter, Secretary. Form 1982. PROXY FOR MEETING TO CONSIDER CONSOLIDATION —(ILLINOIS). No. of Shares Knickerbocker Ice Company Proxy. Know all men by these presents, that the undersigned, stockholder in the Knickerbocker Ice Company, hereby nominates and appoints C. B. Shedd, William A. Walter and .John S. Field, or any one or more of them, or such person or persons as they or any one or more of them may substitute and appoint, lawful agents, attorneys and proxies of the undersigned, for and in the name, place and stead of the under- signed, to appear and vote as fully as the undersigned might or could do if personally present, according to the number of votes which the undersigned would be entitled to vote if personally present, at the special meeting of the stockholders of Knickerbocker Ice Company, to be held at the office of the Company, No. 39 South La Salle Street, in the City of Chicago, State of Illinois, on the 19th day of February, 1913, at 10:30 o'clock A. M., of said day, and at any and all adjourn- ments of said meeting, and particularly to consider, determine and vote upon the question of the consolidation of Knickerbocker Tee Company with City Fuel Company and the terms of such consolidation, and to vote in favor of such consolidation, and to consider and vote upon any and all matters which may properly be brought before said meeting; with full power and authority to act for me and in my name at said meeting, or at any adjournment or adjournments thereof, as fully as I could do if personally present and acting. The undersigned hereby grants to said agents, attorneys or proxies, or any one or more of them, or their substitutes or appointees, or any of them, full authority to act in the absence of the other or others, and hereby ratifies and confirms all that said agents, attorneys or proxies, or any one or more of them, or their substitutes or appointees, or any of them, shall lawfully do or cause to be done by virtue hereof. Dated, , 1913. [Seal] Signed, sealed and delivered in the presence of: (If unable to attend this meeting, please sign this proxy, have your signature witnessed, and return it in the enclosed stamped envelope.) For other forms of proxies, see Chapter XX, supra, and Forma 1919, supra, and 199(5, 2014, 2015, post. 1702 CORPORATION FORMS AND PRECEDENTS. Form 1983. CERTIFICATE OF CONSOLIDATION— (ILLINOIS). To the Honorable , Secretary of State of the State of Illinois: It is hereby certified that at a special meeting of the Stockholders of the Company, a corporation organized and existing under and by virtue of the laws of the state of Illinois, held at the office of said Company, No , Street, in the City of ... Count V of , and state of Illinois, on the (Jay of , 19 , pursuant to notice duly given, it was voted, two-thirds of all the stock represented by the whole stock of said Company voting in favor thereof, that said the Company be consolidated with The Corporation, a corporation organized and existing under the laws of the state of Illinois, and it was accordingly done. Witness our hands and the seal of said Company this day of , 19 . . . . [Corporate Seal] President. Attest : Secretary. STATE OF ILLINOIS, ) „ V ss: County of ^ , being duly sworn, on oath deposes and says that he is President of the Company mentioned in the foregoing certificate of consolidation and that he has read the foregoing cer- tificate and knows the contents thereof, and that the facts therein stated and set forth are true that he knows the corporate seal of the said Company; that the corporate ^eal affixed to the fore- going certificate is such corporate seal and was affixed by this deponent. President. Subscribed and sworn to before me this day of , 19 [Notarial Seal] Notary Public. See Form 41, su-pra, for certificate of consolidation and merger of Connecticut corporations. Form 1984. PUBLISHED NOTICE OF CONSOLIDATION— (ILLINOIS). Knickerbocker Ice Company. Notice of Consolidation with City Fuel Company. STATE OF ILLINOIS, ) SS ' County of Cook, j Public notice is hereby given that at a special meeting of the stock- holders of Knickerbocker Ice Company, a corporation organized and existing under and by virtue of the laws of the State of Illinois, held MERGER AND CUNSOl.lDATIUX. 1703 at the principal office of the Company at 39 South L;i Salle St., in the city of Chicago, county of Co6k, state of Illinois, on the 19th day of February, 191.'<, at 10:.'}0 o'clock in the forenoon, the said Knicker- bocker Ice Company was duly consolidated with City Fuel Company, a corporation duly organized and existing under the laws of the state of Illinois, due notice of such meeting having been given to all the stock- hoMers of said Knickerbocker Ice Company as recjuired by law, and stockholders rejircsenting at least two-thirds of all the capital stock of said corporation being present and voting in favor of such consoli- dation, and a certificate thereof having been duly filed in the office of the Secretary of State of the state of Illinois, and a like certificate filed for record in the office of the Eecorder of Deeds of Cook County, Illi- nois, the county in which the principal business office of said Knicker- bocker Ice Company is located, as required by law. Dated, Chicago, Illinois, Feb. 20, 1913. John S. Field, President. William A. Walter, Secretary. Form 1985. NOTICE OF SPECIAL MEETING TO ACT UPON AGREE- MENT OF MERGER, ETC.— (VIRGINIA). Eailway and Power Company. Notice of Meeting of Stockholders. Notice is hereby given that a special meeting of the stockholders of Eailway and Power Company has been called by resolution of the Board of Directors of said Company, to be held at the jirincipal office of said Company, at Street, in the City of , Virginia, on Saturday, the day of , 19 .... , at the hour of 11 o'clock A. IM., for the following purposes among others: 1. To consider and act upon a joint agreement entered into by the Boards of Directors of the Traction Company and the Eailway and Power Company, whereby the Traction Company is mbrged and consolidated with and into the Eailway and Power Company upon the terms and condi- tions set out at length in said agreement. 2. To consider and act upon the matter of increase of the capital stock of the Eailway and Power Company from an authorized capital of $12,500,000, divided into $5,000,000, par value of preferred stock and $7,500,000, par value of common stock, to an au- thorized capital of $20,000,000, par value divided into $8,000,000, par value of preferred stock and $12,000,000, par value of common stock, and the issue and disposition of said additional preferred and common stock in exchange for the preferred and common stock of the Traction Comjiany on the basis set out in said agreement and otherwise as therein set forth. 3. To consider and act upon modification of the by-laws of the Eailway and Power Company. 4. To consider and act upon any other matter in connection with or 1704 CORPORATION FORMS AND PRECEDENTS. pertinent to said merger and consolidation and any other matter or matters which may properly be brought before or considered at a special or general meeting of the stockholders of said Company. The transfer books for the stock of said Company will be closed at the close of business on , the day of , 19 .... , and reopened at the opening of business on , the day of , 19 B3' order of the Board of Directors. Secretary. See Forms 1979, supra, and 1986, 1987, 1989, 1994, 1999, 2009, 2010, 2013, 2018, 2019, 2021, post. Form 1986. NOTICE OF MEETING TO CONSIDER PROPOSED CON- SOLIDATION— (PENNSYLVANIA) . To the stockholders of The Kailroad Company of Pennsylvania : Take notice : That a meeting of the stockholders of The Railroad Company of Pennsylvania is hereby called to be held at the principal office of said Company at , St., Philadelphia, Pa., on the 29th day of February, 1912, at 11 o'clock A. M., for the purpose of voting upon the adoption or rejection of an agreement of consolidation or merger of the said The Eailroad Company of Pennsylvania with The Railway Company, The Eailroad Company, and The South Railroad Company of New Jersey, under the corporate name of The River Railway Company. Dated February 3d, 1912. The Railroad Company of Pennsylvania, By Secretary. See form next preceding and note thereunder. Form 1987. NOTICE OF MEETING TO ACT UPON AGREEMENT OF MERGER— (NEW YORK). Trust Company. New York, , 19 To the stockholders of The Trust Company: An agreement for the merger of The Trust Company into The Trust Company of , was adopted by the respective Boards of Directors of said Companies, at meetings held on the day of J 19...., and a meeting of the stockholders of this Company will be held at its office, No Broadway, Borough of Manhattan, City of New York, at twelve o 'clock noon, on the day of 19. . . ., to consider and act upon the said Agreement of Merger, and upon any other matter or thing concerning the same or the mode of carrying MERGER AND CONSOLIDATION. 1705 the same into effect, and upon any other matter or thing which may come before the meeting for its consideration in connection therewith. Secretary. See Form 1985, supra, and note thereunder. Form 1988. AGREEMENT FOR MERGER AND CONSOLIDATION— (PENNSYLVANIA). Agreement of merger and consolidation, made this day of , A. D, 19...., between Electric Company, a corporation of the State of Pennsylvania and the Directors thereof; Gas Light Company, a corporation of the State of Pennsyl- vania, and the Directors thereof; and Gas Fuel and Heating Company, a corporation of the State of Pennsylvania, and the Directors thereof; Whereas, said Electric Company is a corporation duly organ- ized under an Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An act to provide for the incorporation and regulation of certain corporations," approved April 29, 1874, and the various supplements thereto, and by virtue of Letters Patent granted to said Electric Company, dated April 1, 1903, is authorized to supply light, heat and power by means of electricity to the public in Township, County, Pennsylvania, and to such per- sons, partnerships and corporations residing therein or adjacent thereto as may desire the same; having an authorized capital of ten thousand dol- lars ($10,000), divided into one hundred (100) shares of the par value of one hundred dollars ($100) each; and Whereas, said Gas Light Company is a corporation duly organized under an Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An act to provide for the incorporation and regulation of certain corporations," approved April 29, 1874, and the various supplements theieto, and by virtue of Letters Patent granted to said Gas Light Company, dated August 11, 1904, is authorized to manufacture and supply gas for light only to the public in Township, County, Pennsylvania, and to such persons, partner- ships and corporations residing therein or adjacent thereto, as may desire the same, having an authorized capital of five thousand dollars ($5,000), divided into fifty (50) shares, of the par value of one hundred dollars ($100) each; and Whereas, said Gas Fuel and Heating Company is a corpora- tion, duly organized under an Act of the General Assembly of the Com- monwealth of Pennsylvania, entitled "An act to provide for the incor- poration and regulation of certain corporations," approved Ajiril 29, 1874, and the various supplements thereto, and by virtue of Letters Patent granted to said Gas Fuel and Heating Company, dated August 11, 1904, is authorized to manufacture and supply gas to the public for all purposes for which gas can be used, other than for light, in the Townsliip of , County, Pennsylvania, and to such persons, partnerships and corporations residing therein or adjacent 1706 COHPORATION FORMS AND PRECEDENTS. thereto as may desire the same; having an authorized capital of five thousand dollars ($5,000) divided into fifty (50) shares, of the pai value of one hundred dollars ($100) each; and Whereas, it is the desire of the parties hereto to merge the corporate rights, powers and privileges of each of said corporations with and into those of the others, under and by virtue of the provisious of the Act of the General Assembly of the Commonwealth of Pennsylvania, approved the 29th day of May, A. D. 1901, entitled "An act supplementary to an act, entitled 'An act to provide for the incorporation and regulation of certain corporations,' approved the 29th day of April, one thousand eight hundred and seventy-four, providing for the merger and consolidation of certain corporations, ' ' so that all the property, rights, franchises and privileges now by law vested in each of said corporations, parties hereto, shall be transferred to and vested in the corporation into which such merger shall be made; Now, therefore, this agreement witnesseth; That the parties hereto, in consideration of the premises, and of the terms and conditions herein set forth, and of other good and valuable considerations, have mutually agreed, and do hereby mutually agree, to merge the respective rights, powers and privileges of each of said corporations with and into those of said other corporations, so that by virtue of such act, such corporations may consolidate, and so that all the property, rights, franchises and privi- leges by law vested in all of such corporations, so merged, shall be trans- ferred to, and vested in, the corporation into which such merger shall be made. Said merger or consolidation shall be made under the conditions, pro- visions and restrictions, and with the powers herein set forth, to wit: First. The name, style and title of said consolidated corporation shall be Township Gas and Electric Company. Second. Unless, and until otherwise prescribed by its By-Laws, duly adopted, the Directors of said corporation shall be three (3) in number, and the oflScers shall be a President, a Vice-President, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time deem necessary. Until the first annual election and until others are chosen in their places, the following named persons, whose places of residence are set opposite their respective names, shall be the directors and officers of said corporation: Directors. Names. Eesidences. Pa. Pa. Pa. Officers. Names. Eesidences. President, , ^ , Pa. Vice-President, , .' , Pa. Secretary, , , Pa. Treasurer, , , Pa. Third, The Board of Directors shall be elected by the stockholders annually at the time fixed in the By-Laws for holding the annual meeting, and ij the • MERGER AND CONSOLIDATION. 1707 manner prescribed by Jaw, to serve until the next annual meeting', ami until others are elected in their places. Immediately after the annual election, or as soon thereafter as may be, the Directors shall meet and elect the officers of the corporation, who shall servo until others are chosen or ajtpointcd in their jdaccs. All vacancies in the Board of Directors occurrinjj durinjr the period intervening between the annual elections, shall be filled by the Directors at any regular meeting of the Board, or at any meeting duly convened for that purpose, in accord- ance with the liy-Laws of the corporation. Fourth. The amount of the CJapital Stock of said consolidated corpora- tion shall be twenty thousand (iullars ($20,000), divided into two hundred (200) shares, of the par value of one hundred dollars ($100) each. Fifth. The manner of converting the Capital Stock of each of the said companies, parties hereto, into that of the new corporation shall be as follows : The stockholders of the Electric Company shall receive Capital Stock of the new corporation to the amount of ten thousand dollars ($10,- 000) at par, consisting of one hundred (100) shares, which stock shall be divided among the stockholders i)ro rata in proportion to their respective holdings of stock in the Electric Company. The stockholders of the Gas Light Company shall receive capital stock of the new corporation to the amount of five thousand dollars ($5,000) at par, consisting of fifty (50) shares, which stock shall be divided among the stockholders in proportion to their respective holdings of stock in the Gas Light Company. The stockholders of the Gas Fuel and Heating Company shall receive capital stock of the new corporation to the amount of five thousand dollars ($5,000) at par, consisting of fifty (50) shares, which stock shall be divided among the stockholders pro rata in proportion to their respective holdings of stock of the Gas Fuel and Heating Company. Sixth. Said new corporation is to exist perpetually. Seventh. The principal office of said new corporation shall be in the City of Harrisburg, County of Dauphin, State of Pennsylvania, or at such other place in the State of Pennsylvania as may be decided upon by the Board of Directors of the Company. Eighth. This agreement shall be submitted to the stockholders of each of said corporations, at separate special meetings, duly called and held in accordance with law, and at said meetings this agreement shall be con- sidered and a vote of the stockholders in person or by proxy shall be taken by ballot for the adoption or rejection of the same, each share of stock entitling the holder thereof to one vote. If a majority in amount of the entire capital stock of each of said corporations shall vote in favor of this agreement, merger and consolida- tion, then this fact shall be certified by the Secretary of each corporation, under the seal thereof, and said certificates, together with this agreement, or a copy thereof, shall be filed in the office of the Secretary of the Com- monwealth, whereupon this agreement shall be deemed and taken to be the act of consolidation of said corporations, and upon the filing of said certificates and agreement, or a copy of such agreement, in the office of the Secretary of the Commonwealth, the said merger shall be deemed to have taken place, and the said corporation merged into one corporation, under the 1708 CORPORATION FORMS AND PRECEDENTS. name adopted in and by this agreement, to wit : Township Gas and Elet-trie Company, possessing all the rights, privileges and franchises theretofore vested in each of them, and all the estate and property, real and personal, and rights of action of each of said corporations shall be deemed and taken to be transferred to and vested in the said new corporation, without any further act or deed; Provided, that all the rights of creditors and all liens upon the property of said coriwrations shall continue unim- paired, and the respective constituent corporations may be deemed to bo in existence to preserve the same, and all debts, duties and liabilities of each of said constituent corporations shall thenceforth attach to the said new corporation, and may be enforced against it to the same extent and by the same process as if the said debts, duties and liabilities had been con- tracted by it. In witness whereof, the parties hereto hav^ duly executed these presents the day and year first above written. Electric Company, A-ttest : By President. Secretary. [Seal] [Seal] . . t. [Seal] Directors. Gas Light Company, Attest : By President. Secretary. [Seal] [Se:al] [Seal] Directors. Gas Fuel and Heating Company, Attest : By President. Secretary. [Seal] [Seal] [Seal] Directors. (Acknowledgments.) See Form 1980, supra, and other forms of agreement for consolidation ji this chapter. Form 1989. NOTICE OF MERGER OF TRUST COMPANIES— (PENNSYLVANIA). •To the Stockholders of The Trust Company: Notice is hereby given that a special meeting of the stockholders of The Trust Company will be held, jjursuant to a resolu- tion of the Board of Directors of said Company, at the office of the Com- MERGER AND CONSOLIDATION. 1709 pany, above street, Philadelphia, Pa., upon Thursday, tho eighth day of February, 1912, at 3:30 P. M., for the pur- pose of obtaining the consent of the stockholders of said Company to a certain agreement of merger and consolidation entered into between the Directors of the said Company and the Directors of The Title and Trust Company, of Philadeli)hia, Pa. Copies of the said agreement of merger or consolidation may be obtained in advance of the meeting by application to the undersigned. Secretary. See for merger of national banks, Forms 1994-2016, post. Form 1990. AGREEMENT Between The Title and Trust Company And The Trust Company. Articles of Agreement made and concluded this twenty-fifth day of January, A. D. 1912, by and between The Title and Trust Company, of the City of Philadelphia, Pennsylvania, acting herein by its undersigned officers and directors, and The Trust Com- pany, of the City of Philadelphia, Pennsylvania, acting herein by its undersigned officers and directors, both said corporations having been duly incorporated and existing under and by virtue of the laws of the Commonwealth of Pennsylvania. Whereas, the said The Title and Trust Company was duly incorporated under the provisions of the Act of Assembly of the Commonwealth of Pennsylvania of April 29, 1874, and the several supplements thereto upon the twenty-first day of February, A. D. 1898, for the purpose of the insurance of owners of real estate, mortgagees and others interested in real estate, from loss by reason of defective titles, liens and incumbrances, and the carrying on of all and every kind of business, and the exercise of all the powers and privileges conferred upon and vested in such corporations by the said Act of Assembly ap- proved April 29th, 1S74, and the several supplements thereto, including the Act of May 9th, 1889, with an authorized capital stock of One Million Dollars divided into twenty thousand shares of the par value of Fifty Dollars each, which capital stock has never been increased, and said cor- poration has no bonded indebtedness; And whereas, the said The Trust Company was duly incor- porated under the provisions of the Act of Assembly of the Commonwealth of Pennsylvania of April 29, 1S74, and the several supplements thereto upon the seventeenth day of December, A. D. 1889, for the purpose of the insurance of owners of real estate, mortgagees and others interested in real estate, from loss by reason of defective titles, liens and incumbrances, and for conducting and carrying on all and every kind of business authorized by said Act of Assembly, approved the 29th day of April, A. D. 1874, and the various supplements thereto, to be done by such companies and of exercising all the powers and privileges conferred upon and vested in such corporations by the Acts of Assembly aforesaid, with an authorized capital 3tock of One Million Dollars divided into ten thousand shares of the par 1710 CORPORATION FORMS AND PRECEDENTS. value of One Hundred Dollars each, which capital stock has never been increased, and said corporation has no bonded indebtedness; And whereas, it is the desire of each of said two corporations, as ex- pressed by the action of its Directors, to merge and consolidate the rights, franchises and properties of said corporations; Now this agreement witnesseth, that the said The Title and Trust Company, and the said The Trust Company, in consideration of the premises and of the mutual advantages which will inure to all the parties interested, do hereby agree that upon the approval of this agreement by a majority of the stockholders of each of said cor- porations, to be obtained at separate meetings of the said stockholders ox said corporations, to be duly called and held for that purpose, and upon the filing of this agreement, or a copy thereof, and of a certificate of the Secre- tary of each of said corporations of the approval of this agreement by a majority of the stockholders of the corporation of which he is such officer, and upon the filing of all other certificates required by law, in the office of the Secretary of the Commonwealth of Pennsylvania or in any other public oflBce, and upon obtaining from the Governor of the Commonwealth of new letters patent, that the said corporations, parties hereto, shall be deemed and taken to be one corporation by the name and style herein provided, and such consolidated or new corporation shall possess in perpetuity all the rights, privileges, franchises and properties theretofore vested in and be- longing to each of the corporations, parties hereto, or to which they are entitled by reason of any matter, cause or thing whatsoever; First. The name, style and title of the said consolidated or new corpora- tion shall be " Title and Trust Company. ' ' Second. The place where the business of the consolidated or new cor- poration is to be conducted, and its general oflSce shall be located, is the City of Philadelphia, Pennsylvania. Third. The number of Directors of said consolidated or new corpora- tion at the beginning shall be twenty-seven, and the names and residences of those who are chosen to act as such Directors are: (Here insert names and addresses.) When any vacancy occurs in the office of Director, other than by the expi- ration of term of service where the foregoing incumbents consent to re- election, the vacancy thus arising shall or shall not be filled, as the then Board of Directors shall deem expedient, until such time as the total num- ber of Directors shall be reduced to fifteen, of which number the Board of Directors shall thereafter consist, until and unless changed by the stock- holders. The term of office of the Directors shall be three years, and one- third thereof shall be elected each year. Vacancies shall be filled for the unexpired term only. At the first annual election after consolidation or merger, one-third of the Directors then to be chosen shall be elected for three years, one-third thereof shall be elected for two years, and one-third thereof shall be elected for one year. At the beginning there shall be a President, five Vice-Presidents, a Secre- tary and Treasurer, three Assistant Secretaries and Treasurers, a Title Officer, and Assistant Title Officer and a Trust Officer, and the names of those chosen to act as such officers until the next annual election are: (Here insert names, titles and addresses.) The members of the Board of Directors shall be elected by a majority MERGER AND CONSOLIDATION. 1711 vote of the stockliolders of the consolidated or new corporation at the an- nual meeting thereof, which shall be held on the fourth Wednesday of March, in eacli and every year, at 4 P. .M., at the ofiice of the corporation, or at such other time and place as the By-Laws may provide. The officers of the consolidated or new corj)oration shall be elected by a majority vote of the Directors at such time and place as may be provided by the By-Laws of the corporation. The By-Laws may also provide that the offices of Secretary and Treasurer, and also the offices of Title and Trust Officer, may be held by one and the same person, or by different persons; for the reduction of the number of Vice Presidents; for the elimination of the offices of Assistant Secretary, Assistant Treasurer and Assistant Title Of- ficer; and for such other officers and for such employees as may be deemed necessary for the proper transaction of the business of the consolidatetl or new corporation. Fourth. The Board of Directors hereinbefore provided for shall adopt a common or corporate seal for the consolidated or new corporation; shall determine how much of the assets in excess of the capital shall be carried to surplus account and how much to undivided profit account, shall adopt By-Laws to govern the corporation, and the same may amend from time to time until the next anyual meeting of the stockholders, vhen they shall be submitted to the stockholders for their approval or disapproval. Fifth. The capital stock of the said consolidated or new corporation shall be One Million Dollars ($1,000,000), divided into Twenty Thousand (20,000) shares of the i)ar value of $50 each. Sixth. The capital stock of each of the parties hereto shall be converted into that of the consolidated or new corporation in the manner following: Each stockholder of The Title and Trust Company shall surrender his certificate of flock to the Secretary of the consolidated or new corporation and receive one share of stock of said consolidatctl or new corporation for each share of stock he now holds, and each stockholder of The Trust Company shall surrender his certificate of stock to the Secretary of the consolidated or new corporation and receive one share of stock of said consolidated or new corporation for each sliare of stock he now holds. All of the shares of stock in the consolidated or new corporation shall be full paid. The stock in the existing corporations must be surrendered and cancelled by each stockholder thereof before re- ceiving his shares in the consolidated or new corporation. A certificate for a half share may be issued to such of the stockholders of The Title and Trust Company as have an uneven number of shares therein. Such fractional certificates shall not entitle the holders thereof to a vote or any profits, until and unless consolidated with other fractional certificates and full shares issued therefor, which full shares shall then have all the rights and privileges of other full shares. If %ny stockholder cannot pro- duce his certificate in the existing corporation, he shall be required to pro- ceed in regard thereto as he would have to do were he under like circum- stances applying for a new certificate in such existing corporation. The Secretary of each of the existing corporations shall give to the Secretary of the consolidated or new corporation a list of the stockholders in the corporation of which he is Secretary, and the number of shares held by each. Seventh. The said consolidated or new corporation shall be subject to 1712 CORPORATION FORMS AND PRECEDENTS. and regulated by the corporate rights, privileges, franchises, duties and obligations existing under or by virtue of each and all of the several certif- icates of incorporation and letters patent thereunder issued to each of the said corporations, parties hereto, and the Acts of Assembly of the Com- monwealth of Pennsylvania relating to each of the said corporations, parties hereto. Eighth. Upon the consummation of this act of merger and consolida- tion in the manner provided by law, all and singular the rights, privileges and franchises of each of the said corporations, parties hereto, and all the property, real, personal and mixed, and all accounts and bills receivable, and all other rights and choses in action belonging to each of the said cor- porations, parties hereto, shall be taken, deemed and considered to be sold, transferred, assigned and conveyed to and vested in the said consolidated or new corporation without further act or deed, to the intent that the said consolidated or new corporation shall become the owner of and have vested in it all the said rights, privileges, franchises, properties, choses and rights in action now belonging to and owned by the said corporations, parties hereto, or to which said corporations or either of them are or may be en- titled: Provided, however, that all the rights of creditors and all liens upon the property of "each of the said corporations, parties hereto, shall continue unimpaired, and the respective constituent corporations, parties hereto, shall be deemed to be in existence to preserve the same and all debts, duties and liabilities of each of the said constituent corporations, parties hereto, shall thenceforth attach to the said consolidated or new corpora- tion, and may be enforced against it to the same extent and by the same process as if the said debts, duties and liabilities had been contracted by the said consolidated or new corporation. In witness whereof, the President, Secretaqfc and Directors of the said The Title and Trust Company, and the President, Secretary and Directors of the said The Trust Company have hereunto set their hands and seals, and caused the common or corporate seal of their respective corporations to be hereunto affixed, the day and year first above written. (Signatures.) See note to form next preceding. Form 1991. RESOLUTION OF DIRECTORS AS TO CONSOLIDATION— (NEW JERSEY). On motion of Mr , duly seconded by Mr ., it was unanimously, Resolved, by the Board of Directors of The Com- pany, that a joint agreement for the merger and consolidation of said The Company with the Company, substan- tially in the form here presented and hereto attached and made a part hereof, be entered into on the terms and conditions in said form prescribed and set forth, and that the matters and things in said form mentioned and provided be in all things approved, authorized and agreed to; and Resolved further, that said agreement be submitted to the stockholders pf said The Company at a meeting thereof, which meeting I MERGER AND CONSOLTDATTON. 1713 is hereby called to ho iieid at the principal registered office of said Company in the State of New Jersey, namely at No , Street, in , in said State, on the day of , 19. . . ., at the hour of o'clock, noon, for the purpose of tak- ing said agreement into consideration, and that the notice of the time, place and object of such meeting shall be given, mailed and jiuhlishcd as required by law and the by-laws of said Company; and Resolved further, that if said agreement shall be adopted by said stock- holders as required by law at said meeting or an^' ad.journmont thereof, the designated or proper oflicer or oflicers of said The Com- pany, be, and he is, or they are, hereby authorized and directed to take such steps and to do such things to effectuate and consummate the said agreement as may be prescribed by law or to him or them seem proper or necessary in the premises; and Resolved further, that for the purpose of the said meeting the preferred and common stock transfer books of this Company be closed on the day of , 19. . . ., at o'clock .... M., and be opened on the day of , 19.... See for form of resolution of stockholders and debenture holders approv- ing plan for consolidation and exchange of debentures, Pollitz v. "Wabash R. Co., 167 Fed. 14.5. See for form of resolution of directors authorizing consolidation of cor- porations. Northwest Fixture Co. v. Kilbourne 6c Clark Co., 128 Fed. 2o(), where the agreement for consolidation of such companies is also set forth. Form 1992. AGREEMENT OF CONSOLIDATION— (NEW JERSEY CORPORATIONS). Agreement made and entered into this day of , 19. . . ., by and between Company, a corporation of the State of New Jersey, and the Directors thereof, parties of the first part, and The Company, a corporation of the State of New Jersey and the Directors thereof, parties of the second part: Whereas, the principal and registered office of each of said corporations in the State of New Jersey is at No , Street, in the city of , County of , and the Trust Company is the agent therein in charge thereof upon whom process against each of said corporations may be served within said State; and Whereas, The Company was heretofore incorporated under the laws of the State of New Jersey, and whereas under the amended certificate of incorporation of the said Company, filed in the office of the Secretary of State of New Jersey on or about the day of , 19...., and under a certain certificate of increase of the capital stock of the said corporation, filed in the said office on the day of , 19. . . ., said Company has an authorized capital stock of $128,000,000 divided into 1,280,000 shares of the par value of $100 each, of which 640,000 shares are eight per cent. (8%) cumulative Pre- ferred Stock and 640,000 shares are Common Stock; and thefe have been duly issued and are now outstanding certificates for 622,823 shares of said Preferred Stock and for 628,823 shares of said Common Stock; and Whereas, the Company was heretofore incorporated under 1714 CORPORATION FORMS AND PRECEDENTS, the laws of the State of New Jersey, and whereas under the certifieate of incorporation of the said Company filed in the said effice of the said Secretary of State on , 19. . . ., said Company has an author- ized capital stock of $80,000,000, divided into 800,000 shares of the par value of $100 each, of which 400,000 shares are seven per cent. (7%) cu- mulative Preferred Stock and 400,000 shares are Common Stock, and there have been duly issued and are now outstanding certificates for 310,615 shares of said Preferred Stock, and for 384,599.02/100 shares of said Common Stock ; and said Company has also executed its certain Indenture dated , 19 , to the Trust Company of , as Trustee, providing for an authorized issue of its First Lien Twenty- Year Five Per C^nt. Gold Bonds, the aggregate amount whereof is limited to $45,000,000 par value, at any one time outstanding, of which bonds there have been issued and are now outstanding $34,526,600 par value; and Whereas, said Company has acquired and now owns shares of stock of The Company as follows: $57,807,200, par value, of shares of its Preferred Stock, and $62,250,700, par value, of shares of its Common Stock, leaving outstanding shares of stock of said The Company not owned by the Company, as follows: $4,475,100, par value, of shares of Preferred Stock, and $631,600, par value, of shares of Common Stock; and Whereas, dividends at the rate of six per cent, per annum have regu- larly been paid upon the Preferred Stock of The Company in quarterly instalments of one and one-half per cent, from a date prior to the first day of January, 19...., such quarterly payments having been made on the first days of October, January, April and July of each year, the last payment having been made on the first day of July, 19. ... ; and whereas, interest at the rate of five per cent, per annum has beeu regularly paid in semi-annual installments of two and one-half per cent, upon the bonds of the Company, the last payment having been made on the first day of , 19. ... ; and dividends at the rate of seven per cent, per annum have been regularly paid in quarterly installments of one and three quarters per cent, upon the preferred stock of the Company, such quarterly payments having been made on the first days of October, January, April and July of each year, the last payment having been made on the first day of , 19....; and, whereas, no dividends have at any time been paid upon the common stock of either The Company or the Company ; and "Whereas, by certificate filed in the office of the Secretary of State of the State of New Jersey, on the day of , 19 .... , the Comj)any changed the nature of its business pursuant to the provisions of the General Corporation Act of the State of New Jersey, and is now organized for the purpose of carrying on business of a similar nature to that which The Com- pany was organized to carry on; and ■\\Tiereas, the respective boards of directors of said corporations deem it advisable, to the end that greater efficiency and economy of manage- mont may be accomplished, and otherwise and generally to the advantage and welfare of said corporations and their several and respective stock- holders, to merge and consolidate said corporations under and pursuant MERGER AND CONSOLIDATION. 1715 to the provisions of an Act of the Legislature of tlie State of Is'ew Jersey entitled "An Act Concerning Corporations (Revision of 1896)"; Now, therefore, in consideration of the premises and the imitiial a^Tce nients, provisions, covenants and grants herein contained, it is hereby agreed by and between the said parties hereto, and in accordance with said Act of the Legislature of the State of New Jersey, that said The Company shall be and the same hereby is merged and consolidated into and with said Company and the Company does hureliy merge and consolidate into and with itself said The Company; And the parties hereto, do, by these presents, agree to and prescribe the terms and comiitions of said UK'rger and consolidation, and the mode of carrying the same into effect, wiiich terms and conditions and mode of carrying the same into effect the said parties hereto do mutually and severally agree and covenant to observe, keep and perform, that is to say; Article I. — The name of the consolidated cori)oration is and shall be and remain Company. Article II. — The number, names, and places of residence of the first directors of the said Company as consolidated, who shall, hold their oflices until their successors be chosen according to the by-laws of the said Company, are as fol- lows. (Here insert names.) The number of the first board of directors is fifteen and their names and places of residence are as follows: (Here insert names, titles and resi- dences.) The first officers of the Company are a President, four Vice-Presidents, a Secretary, a Treasurer, and two Assistant Treasurers, and their names and places of residence are as folloMs: (Here insert names, titles and resi- dences.) Article TIT. — The capital stock of the said Com- pany, as consolidated, shall be Eighty Million Dollars, divided into eight hundred thousand (80n,f)00) shares of the par value of $100 each, of which four hundred thousand (400,00ff) shares shall be seven per cent, cumulative Preferred Stock and four hundred thousand (400,000) shares shall be Common Stock. The rights, terms and conditions of the shares of said Preferred and Common Stock issued and to be issued shall be respectively the same as those of the shares of the Preferred and Common Stock of the present Company now outstanding as set forth in the cer- tificate of incorporation of said Company, a copy of which as amended marked ' ' Exhibit A, ' ' is hereto annexed and made a part hereof. Article IV. — The manner of converting the ('a]>ital stock of The Company into the capital stock of the Company shall be as follows: Each and every of the outstanding shares of stock of The Company shall be forthwith ex- changeable for and convertible into the securities of the Company upon the following basis: Each holder of one share of the Preferred Stock of The Company, upon the surrender of the cert ifii-ates thereof to 1716 CORPORATION FORMS AND PRECEDENTS. the Company, duly indorsed iu blank for trans- fer, shall receive the following securities of the Company : $50 in par value of First Lien Twenty Year Five per cent. Gold Bonds. $50 in par value of seven per cent. Cumulative Preferred Stock. $23.50 in par value of Common Stock, and in addition thereto, $10 in Cash. Any holder of the Preferred Stock of The Company not wishing to accept said bonds, stocks and cash in exchange for his said Preferred Stock shall be entitled, at his election to be ex- ercised within the time and in the manner hereinafter provided, to take and receive the $50 per share in said bonds and $50 per share in said Pre- ferred Stock of the Company and to be paid in addition such sum in cash as in a suit or proceeding to be brought by him in any court of competent jurisdiction in which The Company and the Company or either of them shall be made parties, shall be adjudged to represent his share or interest in the assets of The Company arising upon his claim for accumulated and unpaid dividends upon the shares of The Company Preferred Stock heltl by him. Such election by said holder of Preferred Stock shall be ex- ercised within three months after the adoption and filing of this agree- ment by written notice delivered to the Com- pany and by producing to that Company the certificate or certificates for such shares with a proper memorandum thereon signed by such holder showing his receipt on account of each of such shares of such $50 in par of bonds and $50 in par of Preferred Stock of the Company. Each holder of one share of the Common Stock of The Company, upon the surrender thereof to the Com- I)any, duly indorsed in blank for transfer, shall receive three-tenths of one share of the Common Stock of the Company. In malcing such exchanges as aforesaid, an adjustment shall be made of the dividends and interest upon the Preferred Stock of said corpora- tions and upon the bonds of the Company, to the end that the accrued and unpaid interest and dividends upon the bonds and Preferred Stock of the Company issued in ex- change for the Preferred Stock of The Com- pany, or a sum in cash paid in lieu thereof, shall equal an amount equal to six per cent, per annum on the par value of the shares of said Preferred Stock of The Company, computed from the im- mediately next preceding day on which a dividend of $1.50 on each of said shares shall have been paid by the said The Company. In all cases where the proportion of securities to be received shall consist of or include fractions of bonds or of shares of stock of the Company, scrip or certificates duly executed by the Company shall be issued by that Company to the holders of stock in The Company exchanging the same in accordance herewith. Said scrip or certificates shall be in fdvor of the bearers thereof and the Company MERGER AND CONSOLIDATION. 1717 shall in and by each such scrip or certificate certify, in sulistancc, tliai it holds for the holder of such scrip or certificate the fractional amount of bond or share of stock, as the case may be, specified in such scrip or certificate, and that upon presentation at one time to the Coin])any of such scrip or certificates together representing one bond or one share of stock, or any whole nundx-r of Ijonds, or any whole number of shares of stock, the Company will deliver to the pjerson so presenting such scrip or certificates the bond or bonds or a proper and regular certificate for the share or shares of stock so represented as the case may be; and the Company shall thereby further certify that whenever any interest dividend or other sum of money shall be payable by the Company upon any such bonds or share of stock for a fractional interest in which any such scrip or certificate is outstanding, the Company shall pay the proportionate part of the same to the holder of ^such scrip or certificates upon presentation thereof to the Company with a receipt for such interest or dividend duly in- dorsed thereon ; and the Company shall for all such scrip or certificates at any time outstanding hold and keep the bond or bonds and the certificate or certificates for the share or shares of stock represented thereby. Provided, further, however, and it is hereby agreed, that for all the purposes of this agreement, and for all other purposes (1) the stock o; The Company heretofore acquired l)y the Company and now owned by it,, shall be deemed to have been exchanged for and converted into the securities of the Company in accordance herewith; and (2) that no present holder of bonds or shares of stock of the Company shall receive any other or additional bond, share of stock or fraction theregf or other allotment by reason of this agreement. Article V. — Except in so far as herein otherwise specifically set forth or as provided by statute, the corporate name, franchise, rights and or- ganization of the said Company, shall remain intact, and said Company shall possess the powers, privileges and rights granted by and shall be governed by and be subject to the amended Certificate of Incorporation of the Comjiany, a copy of which is hereunto annexed and made a part hereof as aforesaid with the same force and effect as if the same were here again fully set forth at length. The bylaws of the said consolidated corporation shall be the present by-laws of the said Company until duly changed or amended. The corporate name and organization of The Company, except in so far as the same are continued by statute or may be requisite for carrying out the purposes of this agreement, shall cease upon the filing in the office of the Secretary of State of the State of New Jersey, of this agreement when adopted by th'e stockholders as hereinafter provided. Article VI. — Upon the consummation of the act of merger or consolida- tion hereby provided for, all and singular the rights, privileges, powers and franchises of each of said corporations, and all property, real, per- 1718 CORPORATION FORMS AND PRECEDENTS. sonal aiul inixe.il, and all debts due on whatever aocounr, as well for stock snbscrii)tions as all other things in action or belonging to each of such corporations, shall be vested in the consolidated corporation, the Company; and all property, rights, privileges, powers and franchises, and all and every other interest of the two compa- nies, parties hereto, shall be thereafter as effectually the property of the said consolidated corporation as they were of the several and respect- ive corporations, parties hereto, and the title to any real estate, whether by deed or otherwise vested in either of such corporations, shall not revert or be in any way impaired by reason of the said merger and con- solidation; provided, that all rights of creditors and all liens upon the property of either of said corporations, parties hereto, shall be preserved unimpaired, and the respective corporations, parties hereto, shall be deen»d to continue in existence in order to preserve the same; and all debts, liabil- ities and all duties of either of said corporations, parties hereto, shall thence- forth attach to said consolidated corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been in- curved or contracted by it. And further provided also that the property, rights, privileges, powers and franchises of The Company shall upon and immediately prior to said consummation of said act of merger and con- solidation be and be deemed to be subjected to an express lien and charge in favor of the preferred stockholders of said Company, to the extent of any sum or sums which may be adjudged to them on account of their accumulated and unpaid dividends in case they shall elect to avail them- selves of the second alternative provided in Article IV of this agreement. Any such property, rights, privileges, powers and franchises, shall be con- veyed, transferred and delivered to the Com- pany expressly subject to such lien and charge, which shall be recited in the instrument or instruments of transfer. If at any time said consolidated company shall deem or be advised that any further assignments, assurances in the law or things are necessary or desirable to vest in the said consolidated company according to the terms hereof, the title to any property of the Com- pany or of The Company, the said Company or the said The Company (as the case may be) and its proper officers and directors shall and will execute and do all such proper assignments, assurances in the law and things necessary or proper to vest title to such property in the said consolidated company and otherwise to carry out the purposes of this agreement. It is expressly declared that said Company, as consolidated, shall be, and said Company hereby covenants that, as consolidated, it shall be, subject to the remedies and liabilities in such case prescribed in the said act entitled "An Act concerning Corporations (Eevision of 1896)" and the said several sup- plements thereto and amendments thereof, including chapter 241 of the Laws of 1902. Article VII. The said Company, as consolidated, shall pay all expenses of morger and consolidation, including proper legal expenses. Article Vlll. The principal and registered office of said MERGER AND CONROLTDATTOX. 1719 Company in the State of New .lor.soy is at No , street, in the city of , county of , and the Trust Company of New .Jersey is the agent therein in charge tiioroof upon whom process against the said f'oifip'iny in the State of New Jersey may be served. Article IX. This agreement shall be suljmitted to the stockholders of each of said corporations as provided by law, and shall take effect and be deemed and taken to be the agreement and act of merger and consolida- tion of the said co'rporations upon the aiioi)tion thereof by the votes of the holders of two-thirds of all the shares of the capital stock of each of the said corporations and upon the doing of such other acts and things as are required by said act concerning corporations. In witness whereof, the said parties to this agreement have, pursuant to a resolution passed by the respective Boards of Directors of each of said corporations at meetings thereof duly and regularly held, at which a quorum was present, caused the respective corporate seals of said corpora- tions to be hereunto aflixed and these presents to be signed by their re- spective Presidents or Vice-Presidents and attested by their respective Secretaries or Assistant Secretaries, all thereunto duly authorized, and the respective directors of said companies have hereunto set their hands and seals the day and year first above mentioned. [Corporate SealJ Company, Attest : By President. Secretary. [Seal] [Seal] [Seal] [Seal] [Seal] Directors of the Company, [Corporate Seal] The Company, Attest : By President Secretary. [Seal] [Seal] [Seal] [Seal] [Seal] Directors of The Company. Form 1993. AGREEMENT FOR MERGER AND CONSOLIDATION— (NEW JERSEY CORPORATIONS). An agreement made and entered into this ninth day of September, in the year nineteen hundred auy the respective stockhohlers of said corpora- tions, and shall 1 e delivered to them npon th<' surrender of their certificates of stock, us follows: There shall \>v ai.pdit iuirmI 1u eacii of the holders of the eight per cent, preferred nonciimulative stock of the said The American Tobacco Com- pany, party hereto, for each share of said preferred stock of the par value of $100 hold by him the obligation or bond of the said merged corporation of one hundred and thirtytliroe dollars thirty-three and one-third cents ($133.33 1-3) in gold c(jin of the United States of the present standard of weight and fineness, due and i)ayable on the first day of October, 1944, at the office or agency of the said merged eorftoration in the city of New York, with interest thereon from October 1, 1904, at the rate of six (6) per centum per annum, said interest to be payable to the holder of such bond or obligation, or to the holder of a coupon representing such interest, at such office or agency, in like gold coin, semi-annually, on the first days of April and October in each year. Said bonds shall be issued in such denom- inations as the merged corporation shall see fit; and they shall along with the bonds provided for in the next paragraph hereof, constitute a first charge upon the income and property of the merged corporation. There shall also be ])aid to the holders of said preferred stock of said The Amer- ican Tobacco Company, party hereto, in lieu of dividend, an amount in cash equal to two dollars for each share of said preferred stock held by him. There shall be apportioned to each of the holders of the seven per cent, noncumulative preferred stock of said Continental Tobacco Company, party hereto, for each share of said preferred stock of the par value of $100 held by him the obligation or bond of said merged corporation for one hundred and sixteen dollars sixty-six and two-thirds cents ($116,66 2-3) in gold coin of the United States of the present standard of weight and fineness, due and payable on the first day of October, 1944, at the office or agency of the said merged corporation in the City of New York, with interest thereon from October 1, 1904, at the rate of six (6) per centum per annum,. said interest to be payable to the holder of such bond or obliga- tion, or to the holder of a coupon representing such interest, at said office or agency in like gold coin, semi-annually, on the first days of April and October in each year. Said bonds shall be issued in such denominations as the merged corporation shall see fit, and they shall, along with the bonds provided for in the next preceding paragraph, constitute a first charge npon the income and property of the merged corporation. The holders of the said preferred stock of said Continental Tobacco Company, party hereto, shall also be entitled to receive and enjoy the dividend of one and three-quarters (1%%) per cent, already declared on said pre- ferred stock payable October 3, 1904. There shall be apportioned to each of the holders of the common stock of said The American Tobacco Company, party hereto, for each two shares of sjiid connnon stock of the par value of $50 each held by him one share of the eoninu)n stock of said merged corporation. There .^hall be apportioned to each of the holders of the common stock of said Continental Tobacco Company, party hereto, for each share of said common stock of the par value of $100 held by him, one share of the com- mon stock of the said merged corporation. 1724 CORPORATION FORMS AND PRECEDENTS. There shall be apportioned to each holder of the stock of said Con- solidated Tobacco Company, party hereto, for each share of said stock of the par value of $100 held by him, one share of the common stock of said merged corporation. By the act of merger the stocks of all the companies parties hereto held by any of the companies parties hereto shall stand and be cancelled. The preferred stock of the merged corporation herein provided for may be issued for the redemption and retirement at par of debts that by the act of merger become the debts of said merged corporation, and such preferred stock shall be issued only for such redemption or at par for cash to be used in such redemption. Article VIII. The Morton Trust Company, of the City of New York, is hereby appointed the transfer agent of the stock and obligations of the said merged corporation in the city of New York, and the Farmers' Loan & Trust Company, of the city of New York, is hereby appointed registrar of the stock of said merged corporation'; and any stockholder of any of the said corporations, parties hereto, upon presenting to the said transfer agent his certificate of stock and surrendering the same to be cancelled, shall be entitled to receive a certificate for the proper number of shares of the capital stock of said merged corporation, or to the bond or obligation of said merged corporation, pursuant to Article VII of this agreement. Article IX. The said merged corporation shall pay all expenses of con- solidation and all preliminary expenses, including legal expenses. Article X. The principal and registered office of said merged corporation in the State of New Jersey is at No. 104 First Street, city of Jersey City, County of Hudson, and C. A. Hopman is the agent therein and in charge thereof, upon whom process against said merged corporation within the State of New Jersey may be served. In witness whereof the said parties to this agreement have, in pursuance of a resolution passed by the board of directors of each of the said cor- porations, at a regular meeting of the board of directors of each of said corporations, at which a quorum was present, caused the respective corpo- rate seals of said corporations to be hereto affixed and these presents to be signed by their respective presidents or first vice-presidents, and attested by their respective secretaries, all duly authorized thereto the day and year first above written. [Corporate SealJ The American Tobacco Company, Attest : By President. Secretary. [Corporate Seal] Consolidated Tobacco Company, Attest : By President. Secretary. [Corporate Seal] Continental Tobacco Company, Attest: By , President. Secretary. The above agreement of merger was before the court in United States V American Tobacco Company, 221 U. S. 106, reversing 164 Fed. 700. See also United States v, American Tobacco Co., 191 Fed. 371, for the decree MERGER AND CONSOLIDATION. 1725 foi dissolution of the combination in whifh the above agreement was held to be a step. See P^rms 2047-2058, post, and notes thereunder. Form 1994. NOTICE TO STOCKHOLDERS OF PLAN OF MERGER OF NATIONAL BANKS AND OF OPTION TO EXCHANGE STOCK. April 23, 1904. To the Stockholders of the National Bank of Redemption of : The following plan for the consolidation of the National Bank of Redemption ami the First National Bank has been unanimously agreed upon by the Directors of both banks: 1. The National Bank of Redemption is to sell to the First National Bank all of its assets, goodwill and business, in consideration of the payment to said National Bank of Redemption of Three Million, Two Hun- dred Thousand Dollars in cash and the assumption by the First National Bank of all the liabilities of said National Bank of Redemption. 2. The capital stock of the First National Bank is to be increased by the issue of 10,000 additional shares of $200 each, which shares are to be offered to the stockholders of the National Bank of Redemption. This additional stock will be underwritten without commission. 3. Each stockholder of the National Bank of Redemption may avail himself of one of the following options: Option No. 1. He may receive in exchange for each share of stock held by him its book value; viz: $160. Option No. 2. He may receive in exchange for each share of stock held by him one-half of one share of stock of the First National Bank and $60 in cash. Arrangements will be made for the purchase of frac- tions of shares at the rate of $220 per share. 4. Further details are to be adjusted by a joint committee of six persons; throe to be appointed by the Directors of each bank. You will therefore receive for every two shares of National Bank of Redemption Stock either $320 in cash, or one share of First National Bank stock — present market value $220 — and $120 in cash, total $340. Any stockholder entitled to half a share of the First National Bank stock will receive in lieu thereof $110 in cash. We believe that the in- creased earning power of the consolidated bank must necessarily result in an increase in ihe market value of the stock. The consolidated bank will have a capital of $2,000,000, a surplus of $2,000,000, and deposits of about $35,000,000. We believe that the con- solidation will result in great benefit to the stockholders and customers of both banks. Enclosed you will find form for assent to the consolidation and proxy for carrying it into effect. We urge each stockholder to execute this and return it not later than Friday, April 29, 1904. Please note that it is important for you to signify which of the two options offered bv the plan you select. We recommend that stockholders avail themselves of the second option. Very truly yours, President. 1726 CORPORATION FORMS AND PRECEDENTS. Form 1995. NOTICE OF STOCKHOLDERS' MEETING TO INCREASE STOCK AND REQUEST FOR WAIVER OF RIGHT TO SUBSCRIBE. The First National Bank of April 23rd, 1904, To the Stockholders of the First Isational Bank of : It is proposed by the Directors to increase the capital stock of this Bank to $2,000,000 by the. issue and sale of 10,000 shares of stock at $200 per share, making the capital $2,000,000, and the surplus fund $2,000,000. Arrangements have been made to place these shares with certain in- terests in such a way as materially to increase the business of, the Bank and the value of your present stock. More than two-thirds of the share- holders (including all the officers and directors) have already approved this plan and executed an assent thereto and proxy in the form herewitli enclosed. In order to carry out successfully the proposed arrangement, it is of great importance that we should have promptly tlie consent of the stock- holders, and we request you to sign and return the enclosed assent and proxy by return mail. President, Chairman Board of Directors. Form 1996. PROXY AND WAIVER OF RIGHT TO SUBSCRIBE. The First National Bank of April 23rd, 1904. The undersigned, shareholder in the First National Bank of hereby agree to vote at a stockholders' meeting to be called for the pur- pose, all stock owned by , in favor of increasing the capital of said Bank by the issue of 10,000 shares additional, said shares to be sold in the discretion of the Directors at not less than $200 per share, and hereby waive wholly whatever right as shareholder may have to subscribe to such increase of capital, and appoint or either of thjem true and lawful attorney irrevocable, with-power of substitution, to vote at any meeting called for the purpose aforesaid or any adjournment thereof, with all the powers would possess if personally present, hereby revoking all previous proxies. Witness hand and seal this day of , 1904. (Sign here) MERGER AND CONSOLIDATION. 1727 Form 1997. ASSENT TO MERGER AND PROXY. National iiaiik of Ki'ili-inptiou. Assent to Consoliilatiou ami I'roxy. The undersigned stockholder., in the National Bank of Kedeniption of hereby assent to the plan proposed for the consolidation of said Bank and the First National Bank of , dated April 23rd, 1904, ai.d to any votes or other measures necessary or proper for the purpose of effecting said consolidation, including the liquidation and closing of said National Bank of Redemption. And do . . appoint , the president of the Savings Bank ; , the Treasurer of the Five Cents Savings Bank, and , the Treasurer of the River Savings Bank, or any two of them true and lawful attorneys irrevocable, with power of substitution, to vote at the meeting of the stockholders of said National Bank of Redemption to be held at its banking rooms, No , Street, , , on the 31st day of May, 1904, at eleven o'clock in the forenoon or at any adjournment thereof, with all the powers should possess if personally present; hereby revoking all previous proxies. As stockholder., as aforesaid hereby elect to avail sel of Option No offered to stockhold- ers of the National Bank of Redemption by the aforesaid plan of consolidation. Witness hand and seal this day of , 1904. (Sign here) It is important that each stockholder should sign this instrument whether he intends to be present at the meeting or not. Note: — Be careful to signify your election between the two options offered. Form 1998. NOTICE OF STOCKHOLDERS' MEETING TO CONSIDER MERGER. , April 30th, 1904. To the Stockholders of the National Bank of Redemption: By vote of the Board of Directors of this bank, I am instructed to, and do hereby, call a special meeting of the stockholders, to be held at the banking rooms, No , Street, in said on the 31st day of May, 1904, at twelve o'clock noon, for the following purposes: 1. To see if the stockholders will ratify and confirm the action of the Board of Directors in adopting the plan fur the consolidation of the Na- tional Bank of Redemption and the First National Bank, and all other action taken by said Board and by the officers of said bank prior to the date of said special stockholders' meeting towards effecting the con- 1728 CORPORATION FORMS AND PRECEDENTS. solidation aforesaid, and will authorize the directors and officers to take further action in connection with said consolidation. 2. To see if the stockholders will vote that said bank go into liquida- tion and be closed, and to take any and all action necessary or proper in connection with such liquidation. 3. To transact such other business as may legally come before said meeting. By order of the Directors, Cashier. Form 1999. NOTICE TO STOCKHOLDERS OF PROPOSED MERGER AND OF AMENDMENTS. First National Bank of To the Stockholders of the First National Bank of : By vote of the Board of Directors of this Bank, I am instructed to call a special meeting of the stockholders, to be held at the banking rooms heretofore occupied by the National Bank of Eedemption of , at No , Street, , on Tuesday, the first day of June, 1904, at eleven o'clock A. M., for the following purposes: 1. To consider changing Article 5 of the Articles of Association of this Bank by inserting therein the words "unless otherwise determined by two-thirds vote at a stockholders' meeting called for the purpose," 80 that the Article shall read as follows: "5th. The capital stock of this Association shall be one million dol- lars ($1,000,000), but the same may be increased subject to the limitation of the act to any sum not exceeding five million dollars ($5,000,000) and in such increase of capital each stockholder shall, unless otherwise determined by two-thirds vote at a stockholders' meeting called for the purpose, have the privilege of subscribing for such number of shares of the proposed increase of stock as he may be entitled to according to the number of shares owned by him before such increase is made. The shares shall be one hundred dollars ($100) each." 2. To consider the recommendation of the Board of Directors that the capital stock of the Bank be increased from one million dollars to two million dollars by the issue of 10,000 additional shares at $200 per share, and that the Board of Directors be authorized to dispose of the same in their discretion, and generally to consider the question of in-, creasing the capital stock of the Bank and of disposing of the additional shares, if authorized. 3. To consider a plan recommended by the Board of Directors for the consolidation of the First National Bank of and the National Bank of Eedemption of , and to act upon all matters and things connected with or incidental to said plan or said consolidation. ,. 1 4. To ratify and confirm the action of the Board of Directors in pur- chasing the assets of the National Bank of Eedemption of and assuming the liabilities of said Bank, and all other action taken by said Board prior to said stockholders' meetin? towards effecting the con- MERGER AND CONSOLIDATION. 1729 Bolidation aforesaid, and to authorize the Directors to take further action in the premises. 5. To transact such other buBiness as may legally come before said meeting. By order of the Directors, Cashier. April 30th, 1904. Form 2000. AGREEMENT FOR MERGER OF NATIONAL BANKS. Agreement made this thirtieth day of April, 1904, between the National Bank of Kedemption of (hereinafter called the ' ' Redemption ' ') and the First National Bank of (here- inafter called the "First"): Said Banks hereby agree to consolidate substantially in accordance with the provisions of the following plan: — 1. The National Bank of Redemption is to sell to the First National Bank all its assets, goodwill and business, in consideration of the pay- ment to said National Bank of Redemption of Three Million Two Hun- dred Thousand Dollars ($3,200,000) in cash, and the assumption by the First National Bank of all the liabilities of said National Bank of Redemption. 2. The capital stock of the First National Bank is to be increased by the issue of 10,000 additional shares at $200 each, which shares are to be offered to the stockholders of the National Bank of Redemption. This additional stock will be underwritten without commission. 3. Each stockholder of the National Bank of Redemption may avail himself of one of the following options: Option No. 1. He may receive in exchange for each share of stock held by him its book value, viz: $160. Option No. 2. He may receive in exchange for each share of stock held by him one-half of one share of stock of the First National Bank and $60 in cash. Arrangements will be made for the purchase of frac- tions of shares at the rate of $220 per share. 4. Further details are to be adjusted by a joint committee of six per- sons, three to be appointed by the Directors of each Bank. Pursuant to said plan, the Redemption, in consideration of the pay- ment of Three Million, Two Hundred Thousand Dollars ($3,200,000) the receipt whereof is hereby acknowledged, and of the further covenants and agreements on the part of the First herein contained, hereby grants, sells, transfers and delivers to the said First all its assets, rights and property of every name, nature and description and wherever situated, including real estate (to be conveyed in fee by good and suflBcient deed), choses in action, leases, books of account and goodwill of its business: Said Redemption guarantees that the following is a substantially cor- rect statement of the condition of said Bank, as of the thirtieth day of April, 1904; that said Bank has, as shown by said statement, a surplus of assets over liabilities of at least One ^Million, Two Hundred Thousand Dollars ($1,200,000) and that the existing liabilities of said Bank, not 1730 CORPORATION FORMS AND PRECEDENTS. including salaries and ordinary current expenses, will not exceed the amount shown by said statement: — (Here insert statement.) To have and to hold all and singular the assets, rights and property hereby transferred to the said First, its successors and assigns, to its and their own use and behoof forever. And the Redemption hereby and for the consideration -aforesaid, con- stitutes and appoints the First its true and lawful attorney irrevocable, with power of substitution, with full power in the name of the Redemp- tion or in its own name to demand, receive and sue for all moneys or other properties due or accruing to the Redemption, and to use the name of the Redemption in all ways necessary or proper for exercising and enforcing the rights hereby granted, and generally with full and abso- lute power to say, do, transact, determine, accomplish and finish all matters and things whatsoever, relating to the premises, as fully, amply and effectually to all intents and purposes as the said constituent if present ought or might personally, although the matter should require more special authority than is hereby comprised, the said constituent ratifying, allowing and holding firm and valid all and whatsoever said attorney or its substitutes shall lawfully do or cause to be done in and about the premises, by virtue of these presents. And for the consideration aforesaid, the Redemption further agrees to liquidate and close its affairs immediately, and, at the request of the First, to terminate its corporate existence, and prior to said termination agrees to execute any and all instruments and do any and all acts and things in the judgment of the counsel of the First necessary or proper for carrying into effect the true intent and meaning of this agreement. And the First, in consideration of the foregoing and in addition to the $3,200,000 herewith paid to the Redemption, hereby assumes and agrees to pay all the debts and liabilities of the Redemption and assume all its contracts and obligations, and to indemnify and save harmless the Re- demption from any and all loss, damage or expense on account of the debts, liabilities, contracts, and obligations hereby assumed. Contemporaneously with these presents, the First has issued to , and , acting as a Liquidating Committee for the stockholders of the Redemp- tion Ten Thousand (10,000) shares of new stock at Two Hundred Dol- lars ($200) per share, total Two Million Dollars ($2,000,000), and has placed to *,heir credit on its books as cash the sum of One Million Two Hundred Thousand Dollars ($1,200,000). Such stock and moneys are received in full payment of the consideration to be paid by the First to the Redemption on account of the consolidation of said Banks, and are to be used in settling with the stockholders of the Redemption ac- cording to the options hereinbefore set forth as each may for himself determine. Tu witness whereof the parties hereto have caused their respective names to be hereunto subscribed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed and i MERGER AND CONSOLIDATION. 1731 attested by their respective cashiers, the day aud year iirst above written. National Bank of Kedemiition of By [CoRPOEATE Seal] Its President. Attest : Cashier. First National Bank of By [Corporate Seai-] its President. Attest : Cashier. Form 2001. NOTICE TO STOCKHOLDERS BY LIQUIDATING COM- MITTEE AND REQUEST FOR DEPOSIT OF STOCK. , June 10th, 1904. To the stockholders of the National Bank of Redemption: The consolidation of this association with the First National Bank has been assented to by unanimous vote at special stockholders' meetings, held by the National Bank of Redemption May 31st, and by the First National Bank June 1st, as proposed in the circular to you under date of April 23rd, 1904. Messrs , and have been appointed a Liquidating Committee, and have received from the First National Bank 10,000 shares of its increased capital stock and $1,200,000 in cash. Stockholders who have already chosen Option No. 1 of the circular of April 23rd, or so choose when they send in their stock, will receive $160 (the liquidating value) in exchange for each share of National Bank of Redemption stock; those who have chosen Option No. 2, or so choose when they send in their stock, will receive one share of First National Bank stock and $120 in exchange for each two shares of Na- tional Bank of Redemption stock. Fractions of shares of First National Bank stock will be purchased at the rate of $220 per share. Each stockholder is requested to execute in blank the transfer on the back of his certificate, filling in, however, the names of and as attorneys to transfer, and send his certificate of stock, on or before June 20th, 1904, to the undersigned, to be ex- changed as above stated. As soon as Tiiay be after its receipt, the distribution will be made. Respectfully yours, Liquidating Committee. 1732 CORPORATION FORMS AND PRECEDENTS. Form 2002. RECEIPT FOR STOCK BY LIQUIDATING COMMITTEE. , J uue . . . . , 1904. Received of , shares of stock of The ^'ational Bank of Redemption for exchange under Option No of plan of consolidation with the First National Bank of , as per circular of April 23rd. Liquidating Committee. Form 2003. RECEIPT FOR STOCK TO LIQUIDATING COMMITTEE. , June . . . ., 1904. Eeceived of , and ., Liquidating Committee of The National Bank of Redemption, , , in exchange for shares of said stock : Under Option No. 1. $ (cash at $160 per share.) Under Option No. 2. shares First National Bank stock. $ , $60 per share on National Bank of Redemption stock. $ in lieu of one-half share First National Bank stock. Signature Kindly sign and return this receipt in the enclosed envelope. «V Form 2004. LETTER ENCLOSING NEW CERTIFICATES. Boston Dear Sir: Enclosed please find the following described Certificate of Stock of The First National Bank, , , and check for $ in lieu of shares of stock of The National Bank of Redemption, received this day for ex- change in accordance with circular issued by The National Bank of Re- demption of dated April 23rd, 1904. Certificate No Name Shares Kindly acknowledge receipt by return mail on the form attached to Certificate, and oblige, Yours very truly, Cabhier. MERGER AND CONSOLIDATION. 1733 Form 2005. NOTICE TO CORRESPONDENTS OF ABSORBED BANK. National Bank of Eedemption of April 27th, 1904. To our Correspondents: We beg to advise you that the plan for the consolidation of this bank with the First National Bank is to become eflfective on Monday, May 2nd. The name under which the business of the two banks is to be con- ducted is to be The First National Bank of The consolidated bank will have a capital of $2,000,000, a surplus of $2,000,000 and deposits of about $35,000,000. At the close of business April .SOth, unless otherwise ordered, we shall transfer to the First National Bank the balance standing to your credit on our books, and we shall also turn over to this bank any items which we may be holding for collection, to be credited to your account with them when paid, with the usual advice. This action on our part, we shall be pleased to have you confirm. w , of the First National Bank, will be President of the new institution, and Mr , our present Vice-President, and , our present Cashier, are to be Vice-Presidents. The other officers remain practically the same. We trust that the pleasant relations that have existed in the past will continue in the future, and beg to remain, Very truly yours, President. Form 2006. LETTER TO CORRESPONDENTS ABOUT ENDORSE- MENTS. National Bank of Redemption of To our Correspondents: Eeferring to our recent letter concerning the combination of this l)ank with the First National Bank of , and in connection thereto, we would ask that you change your endorsement stamp so that it will read ' ' Pay to the order of the First National Bank of , " instead of "Pay to the order of the National Bank of Redemption." Checks and collections sent to reach us on May 2ud, should be endorsed payable to the order of the First National Bank. The form of endorsement, "Pay any bank or banker, etc.," can be used ae heretofore. Yours very truly, Cashier. 1734 CORPORATION FORMS AND PRECEDENTS. Form 2007. NOTICE TO CUSTOMERS OF ABSORBED BANK. iN'ational Bank of Redemptiou. To our Customers: Arrangements have been completed to consolidate the business of this bank with the First National Bank of , the latter name to be retained. The First National Bank will move into our new rooms on Sat- urday, the oOth inst., and Monday, May 2nd, we shall start out with a capital of $2,000,000, a surplus of $2,000,000 and deposits of $35,000,000. We shall be in very strong position and have better facilities than ever before to handle your business. Mr , of the First National Bank, will be the President of the new institution ; Messrs and will be Vice- Presidents, and the other officers will remain practically the same. Trusting that the very pleasant relations which have existed in the past will continue in the future, I remain. Very truly yours. President. April 27th, 1904. Form 2008. PUBLISHED NOTICE OF MERGER OF NATIONAL BANKS. The National Bank. Street, We beg to advise you that this bank has taken over the business of the National Bank. Hereafter all checks drawn against bal3,nces in the National Bank will be paid by this bank. Mr , President of the National Bank, will be associated with this bank as a Director and Mr as Assistant Cashier. The National Bank, President. Form 2009, LETTER TO STOCKHOLDERS OF NATIONAL BANKS AND TRUST COMPANIES SETTING FORTH PLAN OF CONSOLIDATION. The Continental National Bank of Chicago. The Commercial National Bank of Chicago. The American Trust & Savings Bank of Chicago. Commercial Trust & Savings Bank of Chicago. Chicago, .Tune 27th, 1910. To all of the Stockholders of each of the above named Banks: The respective officers, directors and owners of a large majority of the capital stock of each of the above named banks, after careful consideration, MERGER AXD CONSOLIDATION. 1735 have approved a plan for unifying and consolidating the interests of the stockhoIiJiTs of said bani capital stock of $20,000,000, and about $10,000,000 surplus and undivided profits. The Continental and Commercial Trust and Savings Bank will have a paid up capital stock of $3,000,000. The cajjital stock of that bank will continue to be trusteed and owned by the sharehohlers of the Conti- nental and Commercial National Bank of Chicago. The total capital stock of the Continental and Commercial National Bank of Chicago and of the Continental and Commercial Trust and Savings Bank will be $23,000,000. and their surplus and undivided profits will be over $10,000,000, or a total of more than $33,000,000 in capital, surplus and undivided profits. The total deposits of these banks is about $185,000,000, and their total resources about $218,000,000. The commercial business will be transacted througli the Continental and Commercial National Bank of Chicago. The savings, trjist and bond business will be carried on by the Continental and Com- mercial Trust and Savings Bank. A plan substantially as follows will be submitted for their approval to the stockholders of the above named banks at their respective stockholders' meetings, to be held on Saturday, July 30th, 1910, or at an adjournment or adjournments thereof. The Continental National Bank of Chicago. The Commercial National Bank of Chicago. (a) The capital stock of The Continental Bank will be increased from $9,000,000 (90,000 shares of the par value of $100 each) to $20,000,000 (200,000 shares of the par value of $100 each), (b) Of said $11,000,000 (110,000 shares) increase of stock, 18.000 shares ($1,800,000) shall be issued pro rata to the shareholders of The Continental National Bank of record at twelve o'clock noon, on July 30, 1910. Said 18,000 shares of stock ($1,800,000) will be paid for by the declaration by said Bank out of its surplus and undivided profits of a cash dividend of 20 per cent. ($1,800,000) to its said shareholders. (c) 12,000 shades ($1,200,000) of said increase of stock shall be issued and sold for $200 cash per share (making a total of $2,400,000) to the Commercial National Bank Committee hereinafter named, for the benefit pro rata of the shareholders of The Commercial National Bank of record at twelve o'clock noon on July 30, 1910; and to be paid for at or before said hour on said date; said $2,400,000 shall become and be a partof the capital and surplus of the Continental and Commercial National Bank. The shareholders of The Commercial National Bank who desire to avail themselves of the privilege of subscribing for a pro rata part of said 12,000 shares of stock are requested to at once sign and return the enclosed subscription blank. Such shareholders are entitled to subscribe 1736 CORPORATION FORMS AND PRECEDENTS. for one (1) new share for each six and two-thirds (6 2/3) shares of The Commercial National Bank. (d) The remaining 80,000 shares ($8,000,000) of said increase of stock of The Continental National Bank shall be issued and sold by The Con- tinental National Bank, to the Commercial National Bank Committee, in payment for all of the property, assets, eflfects, business and good will of The Commercial National Bank (subject to all of the latter 's liabilities, which shall be assumed and paid by the Continental and Commercial Na- tional Bank) at twelve o'clock noon on July 30, 1910, which property, assets, effects, business and good will of The Commercial National Bank, include over and above all of its liabilities, cash amounting to over $11,000,000. The Commercial National Bank Committee shall apportion ' said 80,000 shares of said increase of stock pro rata, share for share, among the share- holders of The Commercial National Bank of record at twelve o 'clock noon on July 30, 1910. (e) Article III of the amended Articles of Association of The Con- tinental National Bank shall be amended so that the first sentence of said Article III, when amended, shall read as follows: "The Board of Di- rectors of the Association shall consist of not less than five, nor more than fifty shareholders." In addition to its present Directors, twenty-four new Directors of said Bank shall be elected to hold office until the next annual meeting of the shareholders of said Bank. (f) The name of The Continental National Bank of Chicago shall be changed, pursuant to law, to that of Continental and Commercial Natiohal Bank of Chicago. (g) The Commercial National Bank of Chicago shall go into liquidation and be closed, pursuant to law. (h) The owners of the entire 110,000 shares of the increased capital stock of The Continental National Bank, to be issued as aforesaid, shall be beneficially interested in common with all the other shareholders of The Continental National Bank in a pro rata amount of the capital stock of The American Trust and Savings Bank. The American Trust & Savings Bank of Chicago. Commercial Trust & Savings Bank of Chicago. (a) The name of The American Trust and Savings Bank shall be changed to Continental and Commercial Trust and Savings Bank, and the certificates representing the shares of the capital stock of said Bank shall continue to be held in trust in accordance with the trust agreement, dated September 7, 1909, under which the same are now held, and the owners of said increase of the capital stock of The Continental National Bank (whose name is to be changed as aforesaid), shall upon such increase forthwith be- come and be beneficially interested in common with all the other share- holders of The Continental National Bank in a pro rata amount of the capital stock of The American Trust and Savings Bank (whose name is to be changed as aforesaid) and said trust agreement shall continue in full force and effect in strict accord with the provisions thereof. (b) The stockholders of the Commercial Trust and Savings Bank shall adopt resolutions to determine said Bank's affairs, distribute its assets among its stockholders, resign its charter or certificate of incorporation and close up its business in the manner provided by law. Immediately after the adoption of said resolution, the stockholders of said Bank shall MERGER AND CONSOLIDATION. 1737 adopt a resolution that all of said Bank's assets after providing for the j)ayineut and discharge of all of its liabilities shall be turned over to the Coiuiiiorcial National Bank Committee, and as and when received by said Comiiiiltt'aid into and shall constitute a part of the surplus and undivided profits of the Continental and Commercial National Bank, and said latter Bank shall assume the liabilities of the Commercial Trust and Savings Bank of Chicago, and the trust agreement, dated January 10, 1910, under which the shares of the capital stock of the Commercial Trust and Savings Bank have been deposited and are now held, shall be cancelled, terminated and forever discharged, and all of the trustees named in or acting under said trust agreement shall be forever released and discharged from any and all liability thereon or thereunder. For the purpose of carrying the plan into effect there have been hereto- fore designated and appointed and there are now acting a Committee of the shareholders of The Continental National Bank, composed of George M. Eeynolds, J. Ogden Armour, E. A. Potter, Joy Morton and B. A. Eckhart, called the Continental National Bank Committee, and a committee of the shareholders of The Commercial National Bank, composed of George E. Eoberts, Edward S. Laeey, Eobert T. Lincoln, E. H. Gary, Eobert H. Mc- Elwee, Francis A. Hardy, and William J. Chalmers called the Commercial National Bank Committee. The Commercial National Bank shareholders who desire to avail them- selves of the privilege of subscribing for their pro rata part of said lli,UO() shares of said increase of the capital stock of The Continental National Bank, are requested to remit the payment for their subscription at once. In order to enable the plan to be put into speedy and effective operation you are respectfully requested to execute and return at once, by registered mail or express in the enclosed addressed envelope, the accompanying power of attorney in order to enable the therein designated committee to execute and deliver and to consent to and approve all appropriate documents and agreements, and to enable the proxies designated in the power of attorney to vote at the various stockholders' meetings and at all adjournments thereof, in favor of any and all resolutions and propositions deemed neces- sary or appropriate to effectuate said plan. Please attach to your power of attorney, when executed by you, your certificate of stock of The Continental National Bank of Chicago, endorsed in blank, and properly witnessed, and upon receipt of the same by the appropriate committee you will receive in return a certificate which, in due course, will be exchanged for stock of the Continental and Commercial National Bank, having endorsed thereon the requisite inscription to in- dicate your proportionate beneficial interest in the stock of the Continental and Commercial Trust and Savings Bank. Eespect fully, (Names omitted.) Directors of the Continental National Bank of Chicago. (Names omitted.) Directors of The Commercial National Bank of Chicago, (Names omitted.) Directors of The American Trust and Savings Bank of Chicago. (Names omitted.) Directors of Commercial Trust and Savings Bank of Chicago. The above and the following forms show the procedure adopted in a con- 1738 CORPORATION FORMS AND PRECEDENTS. solidation of two large National bauks and two State banks of Chicago re- cently effected. Form 2010. NOTICE TO STOCKHOLDERS OF NATIONAL BANK CONCERNING CONSOLIDATION. To the Shareholders of The Continental National Bank of Chicago: Pursuant to law and the Articles of Association of The Continental Na- tional Bank of Chicago, and the resolution of its Board of Directors, a special meeting of the shareholders of said Bank is hereby called, to be held at 12 o'clock noon on Saturday, July 30, 1910, at the office of said Bank, northeast corner of Clark and Monroe streets, Chicago, Illinois, to consider and act on the following propositions: (1) To increase the capital stock of said Bank from $9,000,000 (90,000 shares of the par value of $100 each), to $20,000,000 (200,000 shares, of the par value of $100 each). (2) To issue and allot 18,000 shares of said increase of stock, pro rata, to the shareholders of said Bank of record at 12 o'clock noon on July 30, 1910; said 18,000 shares of stock shall be paid for at the rate of $100 per share, by the declaration by said Bank, out of its surplus and undivided profits, of a cash dividend of 20 per cent ($1,800,000) to its said share- holders; said allotments shall be on the basis of one new share for each five of the old shares of the capital stock of said Bank. (3) To issue and sell 12,000 shares ($1,200,000) of said increase of stock for $200 cash per share (making a -total of $2,400,000), to the Com- mercial National Bank Committee (referred to in the circular letter dated .Tune 27, 1910, duly sent to each and all of the stockholders of The Con- tinental National Bank of Chicago, The Commercial National Bank of Chicago, The American Trust and Savings Bank of Chicago, and Com- mercial Trust and Savings Bank of Chicago). (4) To issue and sell the remaining 80,000 shares of said increase of stock of said Bank, to the Commercial National Bank Committee, for all the property, assets, effects, business, and good will of The Commercial National Bank of Chicago, (subject to all of the latter 's liabilities, which shall be assumed and paid by said Continental National Bank, whose name is to be changed as hereinafter specified), at 12 o'clock noon on July 30, 1910. (.5) To change the name of the Continental National Bank of Chicago to that of "Continental and Commercial National Bank of Chicago." (6) To amend Article III of the Amended Articles of Association of said Continental National Bank so that the first sentence of said Article III when amended shall read as follows: "The Board of Directors of the association shall consist of not less than five nor more than fifty share- holders. ' ' (7) To increase the number of Directors of said Continental National Bank from twenty-three to forty-seven, and to elect twenty-four new Direc- tors of said Bank, to hold office until the next annual meeting of the share- holders thereof. (8) To do anything and everything deemed by said shareholders' meet- MERGER AND CONSOLIDATION. 1739 ing proper or desirable, to carry into effect any an shares of the capital stock of said Continental and Commercial National Bank of Chicago, to the Commercial National Bank Committee referred to in said circular letter, and said Committee shall apportion said 80,000 shares of stock, pro rata, share for share, among the shareholders of said Commercial National Bank of record at 12 o'clock noon on ,Iuly 30, 1910. (3) To do anything and everything deemed by said shareholders' meeting proper or desirable ^ carry into effect arfy and all of the terms, provisions and objects specified in said circular letter. (4) To take action upon any and all other matters and things that may come before said shareholders ' meeting or any adjournment or ad- journments thereof. 1740 CORPORATION FORMS AND PRECEDENTS. (5) To authorize, empower and direct the Board of Directors of The Commercial National Bank of Chicago to carry into effect the action of said shareholders' meeting and of every adjournment or adjournments thereof. Chicago, Illinois, June 27, 1910. George E. Roberts, President of The Commercial National Bank of Chicago. [Seal of Bank] Nathaniel R. Losch, Cashier. (Names omitted.) Being all of the Directors of The Commercial National Bank of Chicago. Form 2012. NOTICE TO STOCKHOLDERS OF STATE BANK OF SPE- CIAL MEETING TO CHANGE NAME. To the Stockholders of The American Trust and Savings Bank of Chicago: Pursuant to law, and the resolution of the Board of Directors of The American Trust and Savings Bank, of Chicago, a special meeting of the stockholders of said Bank is hereby called, to be held at 11 o'clock A. M., on Saturday, July 30, 1910, at the office of said Bank, northeast corner of Clark and Monroe streets, Chicago, Illinois, to consider and act upon the following propositions: (1) To change its name from The American Trust and Savings Bank, to "Continental and Commercial Trust and Savings Bank." (2) To take action upon any and all matters and things that may eome before said stockholders' meeting. Chicago, Illinois, .Tune 27, 1910. E. A. Potter, President of The American Trust and Savings Bank of Chicago. [Seal-of Bank] Frank H. Jones, Secretary of said Bank. (Names omitted.) Being all of the Directors of The American Trust and Savings Bank of Chicago. Form 2013. NOTICE TO STOCKHOLDERS OF STATE BANK TO BE DIS- SOLVED IN CARRYING OUT PLAN OF CON- SOLIDATION. To the Stockholders of Commercial Trust and Savings Bank of Chicago: Pursuant to law, and the resolution of the Board of Directors of the Commercial Trust and Savings Bank of Chicago, a special meeting of the stockholders of said Bank is hereby called, to be held at 11 o'clock a. m., on Saturday, July 30, 1910, at the office of said bank, at the north- east corner of Clark and Adams streets, Chicago, Illinois, to consider and act upon the following propositions: * (1) To determine the affairs of said Commercial Trust and Savings Bank of Chicago, distribute its assets among its stockholders, resign its • charter or certificate of incorporation, and close up its business. (2) That all of the assets of said bank, after providing for the pay- MP]RGER AND COXSOLIDATIOX. 1741 ment and discharge of all of its liabilities, shall be turned over to the Cominorcial National Bank Coniniittoe (referred to in the circular letter dated C'liicaj^o, June 27, 1910, hert'tofore duly sent to all of the stock- holders of The Continental National Bank of Chicago, The Commercial National Bank of Chicago, The American Trust and Savings Bank of Chicago, and said Commercial Trust and Savings Bank of Chicago), and as and when received by said Committee shall be by it paid into and shall constitute a part of the surplus of the Continental and Commercial National Bank, referred to in said circular letter, and said Continental and Commercial National Bank shall assume all the liabilities of said Commercial Trust and Savings Bank of Chicago. (3) That the trust agreement, dated January 10, 1910, under which the shares of the capital stock of said Commercial Trust and Savings Bank have been deposited and are now held, shall be cancelled, termi- nated and forever discharged, and all of the trustees named in or acting under said trust agreement shall be forever released and discharged from any and all liability thereon or thereunder. (4) To do anything and everything deemed by said stockholders' meeting proper or desirable to carry into effect the foregoing. (5) To take action upon any and all other matters and things that may come before said stockholders' meeting or any adjournment or ad- journments thereof. (6) To autliorize, empower and direct the Board of Directors and officers of said Commercial Trust and Savings Bank to carry into effect the action of said stockholders' meeting and of every adjournment or adjournments thereof. Chicago, Illinois, June 27, 1910. W. Irving Psborne, President of the Commercial Trust and Savings Bank of Chicago. [Seal of Said Baxk] p. j. Bryne, . Asst. Secretary of said Bank. (Names omitted.) Being all of the Directors of Commercial Trust and Savings Bank of Chicago. Form 2014. PROXY OF STOCKHOLDERS OF NATIONAL BANK AND STATE BANK FOR MEETINGS IN REFERENCE TO CONSOLIDATION. Know all men by these presents. That the undersigned, the owner and holder of shares of the capital stock of The Continental National Bank of Chicago (herein called "Continental National Bank'*'), and also the owner and holder of a beneficial interest, in common with all the other shareholders of the Continental National Bank, of a pro rata amount of the capital stock of The American Trust & Savings Bank of Chicago (herein called "American Trust Bank"), 'hereby designates and appoints George M. Reynolds, J. Ogden Armour, E. A. Potter, Joy Morton ami B. A. Eckhart, or any three of them, as a Committee (herein called "Continental National Bank Committee"), and in the Continental 1742 CORPORATION FORMS AND PRECEDENTS. Natiom\l Bank Committee hereby vests each and all of the following rights, powers and privileges, and hereby authorizes, empow^ers, requests and directs the Continental National Bank Committee for and on behalf and as the attorneys in fact of the undersigned to do any and all of the following: (1) To enter into, execute and deliver a contract or contracts, or consent to any matter or thing for the purpose of consummating and carrying out the proposition, arrangement and plan specified in the cir- cular letter dated Chicago, June 27th, 1910, addressed to the stockholders of The Continental National Bank of Chicago, The Commercial National Bauk of Chicago, The American Trust and Savings Bank of Chicago, and Commercial Trust and Savings Bank of Chicago, and all matters and things connected therewith or pertaining thereto, and with full right, power and authority to make such changes and modifications in said proposition, arrangement and plan as the Continental National Bank Committee shall deem fit or proper; to cause the capital stock of the Continental National Bank to be increased from $9,000,000 (90,000 shares of the par value of $100 each), to $20,000,000 (200,000 shares of the par value of $100 each) ; to cause the owners of said 110,000 shares of in- crease of stock to be beneficially interested in common with all of the other shareholders of the Continental National Bank in a pro rata amount of the capital stock of the American Trust Bank; to cause 18,000 shares of said increase of stock to be issued pro rata to the shareholders of the Continental National Bank, of record at 12 o'clock noon on July 30, 1910; to cause said 18,000 shares of stock to be paid for by the declaration by the Continental National Bank, out of its surplus and undivided profits of a cash dividend of 20 per cent, to its said shareholders; to cause 12,000 shares of said increase of stock to be issued and sold for $200 cash per share (making a total of $2,400,000), to the Commercial National Bank Committee (referred to in said circular letter), for the benefit pro rata, of the shareholders of The Commercial National Bank of Chicago of rec- ord at 12 o'clock noon on July 30, 1910, and to be paid for at or before said hour on said date, and said $2,400,000 shall become and be a part of the capital and surplus of the Continental and Commercial National Bank (referred to in said circular letter) ; to cause the remaining 80,000 shares of said increase of stock to be issued and sold by the Continental National Bank to the Commercial National Bank Committee in payment for all of the property, assets, effects, business and good wall of the Com- mercial National Bank (subject to all the 'latter 's liabilities, which shall be assumed and paid by the Continental and Commercial National Bank), at 12 o'clock noon on July 30, 1910; to cause Article III of the Amended Articles of Association of the Continental National Bank to be amended so that the first sentence of said Article III, when amended, shall read as follows: ''The Board of Directors of the Association shall consist of not less than five nor more than fifty shareholders;" and to canse in addi- tion to its present directors, twenty-four new directors of said bank to be elected to hold office until the next annual meeting of the shareholders of said bank; to. cause the name of the Continental National Bank to be changed, pursuant to law, to that of "Continental and Commercial National Bank of Chicago;" to cause the name of the American Trust Bank to be changed to "Continental and Commercial Trust and Savings iMERGER AND CONSOLIDATION. 1743 Bank;" to enter iuto, execute and deliver all such other contract or con- tracts or consents containing all such further and additional provisions and conditions, whether herein or in said circular letter expressed or not, and to consent to such matters and things as the Continental National Bank Committee shall deem fit or proper, in order to carry out the spirit, intent and purpose of said proposition, arrangoniont and plan, as the same now exists, or as it may lie changed or modified liy the Continental Na- tional Bank Committee hereunder. (2) The Continental National Bank Committee is hereby given power and authority, at any time and from time to time, to fill all vacancies in its niemliership caused by death, resignation, absence, inability or re- fusal to act, or otherwise. Any three of the Continental National Bank Committee, acting at any time or from time to time, shall have the rights, powers and privileges hereby created or vested in all of its members collectively; and it may select, from time to time, a chairman and sec- retary, and may adopt such rules, regulations and procedure of every kind and nature for its government as it may deem proper in the premises. (3) Arthur Meeker or Frederick W. Croll is hereb}' designated, ap- pointed, authorized and empowered, for and on behalf, and in the name of the undersigned, to vote at any meeting or meetings or any adjourn- ment or adjournments thereof, of the shareholders of the Continental National Bank, or of the stockholders of the American Trust Bank, with the same power and effect as the undersigned could vote if personally pres'ent at any such meeting or meetings or adjournment or adjournments thereof, for the purpose of consummating and carrying out said proposi- tion, jdan and arrangement, or any part thereof, as the same now exists or as it may be changed or modified, as aforesaid and at any such meet- ing or meetings or adjournment or adjournments thereof, may vote in favor of any and all of the matters and things specified in or referred to in paragraph number 1 of this instrument, for the purpose of carrying out the provisions of said circular letter, and may vote upon any and all matters, questions and resolutions of every kind and nature that may come before any such meeting or meetings or adjournment or adjourn- ments thereof, of the shareholders of the Continental National Bank and of the stockholders of the American Trust Bank. The said Arthur Meeker and Frederick W. Croll, or either of them, shall have full power of sub- stitution hereunder. (4) Hereby ratifying, confirming and ajiproving anything and every- thing that the Continental National Bank Committee, or any member or members thereof, or said Arthur Meeker or Frederick "W. Croll, or any substitute, or substitutes, may do under or by virtue hereof. In witness whereof, the undersigned has hereunto set his hand and seal, at , this day of , 1910. [^EAI,] See Form 1082, sripra, and note, thereunder. See form next following. 1744 CORPORATION FORMS AND PRECEDENTS. Form 2015. PROXY OF STOCKHOLDER OF NATIONAL BANK AND STATE BANK FOR MEETINGS TO DISSOLVE THE CORPORATIONS IN CARRYING OUT A PLAN OF CONSOLIDATION. Know all men by these presents, That the undersigned, the owner and holder of shares of the capital stock of The Commercial Na- tional Bank of Chicago (herein called "Commercial National Bank") and also the owner and holder of a beneficial interest, in common with all the other shareholders of the Commercial National Bank, of a pro rata amount of the capital stock of the Commercial Trust and Savings Bank of Chicago (herein called "Commercial Trust Bank"), hereby designates and appoints George E. Eoberts, Edward S. Lacey, Eobert T. Lincoln, E. H. Gary, Eobert H. McElwee, Francis A. Hardy and William J. Chalmers, or any four of them, as a Committee (herein called "Commercial National Bank Commit- tee"), and in the Commercial National Bank Committee hereby vests each and all of the following rights, powers and privileges, and hereby authorizes, empowers, requests and directs the Commercial National Bank Conmiittee for and on behalf and as the attorneys in fact of the undersigned to do any and all of the following: (1) To enter into, execute and deliver a contract or contracts or consent to any matter or thing for the purpose of consummating and carrying out the proposition, arrangement and plan specified in the circular letter dated Chicago, June 27, 1910, addressed to the stockholders of The Continental National Bank of Chicago, The Commercial National Bank of Chicago, The American Trust & Savings Bank of Chicago, and Commercial Trust and Sav- ings Bank of Chicago, and all matters and things connected therewith or per- taining thereto, and with full right, power and authority to make such changes and modifications in said proposition, arrangement and plan as the Commercial National Bank Committee shall deem fit or proper; to purchase, or cause to be purchased, 12,000 shares of the proposed increase of the capital stock of The Continental National Bank of Chicago (herein also called "Continental National Bank") for $200 cash per share (making a total of $2,400,000) for the benefit, pro rata, of the shareholders of the Commercial National Bank of record at 12 o'clock noon on July 30, 1910, and to be paid for at or before said hour on said date; and said $2,400,000 shall become and be a part of the capital and surplus of the Continental and Com- mercial National Bank (referred to in said circular letter) ; to give to said shareholders of the Commercial National Bank the privilege of subscrib- ing for a pro rata part of said 12,000 shares of such stock upon the terms aforesaid; to cause the Commercial National Bank to go into liquidation, and to be closed, by a vote of its shareholders, pursuant to law, at a meeting of the shareholders of said Bank at 12 o'clock noon on July 30, 1910, or at an adjournment the'reof ; to cause to be sold by the Commercial National Bank in liquidation to the Continental and Commercial National Bank (referred to in said circular letter) for 80,000 shares of the proposed increase of stock of the Continental National Bank (referred to in said circular letter) all the property, assets, effects, business and good will of the Commercial Na- tional Bank, in liquidation (subject to all the latter 's liabilities, which MERGER AXD COXSOLTDATIOX. 1745 sliall be assumed and paid by the Continental and Conimcreial National Bank) at 12 o'clock noon on July 30, 1910; to apportion, or cause to be apportioned said 80,000 shares of said increase of stock, pro rata, share for share, among the shareholders of the Commercial National Bank of record at twelve o'clock noon on July 30, 1910; to cause the Commercial Trust Bank at a meeting of its stockholders, to adopt a resolution or resolji- tions to determine its affairs, distribute its assets among its stockholders, resign its charter or certificate of incorporation, and close up its business in the manner provided by law; and immediately after the adojition of the reso- lution or resolutions last aforesaid, to cause to be adojjted at said stockhold- ers' meeting a resolution that all of the CouJinercial Trust Bank's assets, after providing for the payment and discharge of all of its liabilities, shall be turned over to the Commercial National Bank Committee as and when re- ceived, and as and when received by said Committee, shall be by it paid into and shall constitute a part of the surplus of the Continental and Commercial National Bank of Chicago, which Bank shall assume the liabilities of the Commercial Trust Bank; and to cause the trust agreement dated January 10, 1910, under which the shares of the capital stock of the Commercial Trust Bank have been deposited and are now hel Secretary. The Company, By [Corporate Seal] President. Attest: } Secretary. Form 2018. NOTICE OF SPECIAL MEETING OF BOARD OF DIRECT- ORS TO CONSIDER CONSOLIDATION OF CORPO- RATIONS. A special meeting of the Board of Directors of The Company will be held at, the office of said The Company at , MERGER AND CONSOLIDATION. 1753 in the City of , County of , State of , on ^e day of , .lO. . . ., at the hour of , in the . . . .noou, for the purpose of considering and dealing with the proposed consolidation of said The Company wjth the Company, and for the purpose of providing for such transfer, and for the discharge of all mort gage and other indebtedness affecting the assets of The Com- pany, and to transact such other business as may arise out of the above matters, or any of them, and for the purpose of otherwise dealing with tne finances of said The Company. Dated at , the day of , 19 ... . Secretary. Form 2019. PROOF OF SERVICE OF ABOVE NOTICE. STATE OF , ) County of ( I, , of , State of , Secretary of Thf. Company, make oath and say: 1. That a notice calling a special meeting of the Board of Directors of The Company for the day of , 19. . . ., at the oflace of said The Company in the City of . . . State of , of which a true copy is hereunto annexed and marked Exhibit "A" was mailed by registered letter duly addressed to each director of the said company and deposited in the general post office in the of , at least days before the day of , the day named for the said meeting. 2. (Here insert paragraph to show that the requirements of the Companj for calling a meeting of the directors have been fully complied with.) Subscribed and sworn to before me this .... day of , 19. . . . Notary Public. Form 2020. RESOLUTION TO AUTHORIZE THE SALE OF THE BUSI- NESS AND PROPERTY OF THE COMPANY TO' COMPANY. Whereas the Company, a Corporation duly incorporated under the laws of , and having by its charter power to acquire and hold stock of other Companies, has heretofore acquired and now holds all the stock of The Company, a corporation organized and existing under the laws of either in its own name, or in the name of trustees. And whereas said The Company has agreed to sell and convey to the Company such of its lands as can be used for the purposes of the or Works and together with its factory, plant and tools at , County of also other lands and and at , , of about acres. 1754 CORPORATION FORMS AI^^D PRECEDENTS. And whereas for the purpose of completing and carrying out said agree- ment the Company has requested said The Company to convey, assign and transfer to said Company all of the assets of saiil The Company. And whereas an Indenture of Conveyance for the purpose of carrying out the said transfer engrossed in duplicate and marked as Exhibit "B" to this resolution, has been submitted and read to the Board of Directors at, or' before the passing of this resolution. And whereas there are no debts or liabilities of The Company outstanding and unpaid. Be it therefore resolved by the Board of Directors of said The Company, 1. That The Company, do sell, assigu, transfer and convey to the Company free of all incumbrances, with taxes, insurance and other outgoings paid up to the day of , 19. . . ., all its property and assets real and personal, corporeal or incorporeal. 2. And that after confirmation and approval of this resolution by the shareholders of The Company, at a special meeting called for the purpose the president and secretary be, and they are hereby authorized and required to execute the said hereinbefore recited indenture of convey- ance for the purpose of carrying out the said sale and all deeds, convey- ances, assignments, transfers, documents and assurances of every kind which may be required in order to carry into effect this resolution of the sale hereby authorized and to affix the seal of said The Company thereto. Form 2021. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS. A Special Meeting of the Stockholders of The Company will be held at the office of the Company at the of , in the State of , on the of , at the hour of o 'clock in the . . . .noon, for the purpose of considering, and if approved of, con- firming and sanctioning a resolution of the Company duly passed by the Board of Directors, providing for the transfer of all the undertakingSj- prop- erty, interests and franchises of said Company to the Com- pany, and for the purpose of providing for the discharge of any mortgage, or other debts, or incumbrances, affecting the assets of said The Company, and for otherwise dealing with the finances of said The Company, and for transacting all such other business as may be' necessary, for the carrying out of the purposes aforesaid. Secretary. Form 2022. AFFIDAVIT VERIFYING SERVICE OF ABOVE NOTICE. STATE OF , ) ' ss. County of \ I, , of , in the State of , Secretary of The Company, make oath and say: 1. That a notice calling a Special Meeting of the Stockholders of said The Company for the day of , A. D. 19. . . ., MERGER AND CONSOLIDATION. I7r)5 at the office of the Company, in , of which a true copy is here- unto attached Jiiarkcd "A," was niaiied by registereil letter duly adilressed to each Shareholder of the said Company as per schedule of addresses hereto attached, marked "B," and deposited in the general post office of at least days before the day of , A, D. 19. . . ., the day named for the saiil Special Meeting. 2. (Here insert jjroof showing that the requirements of the by laws of the company for calling special stockholders' meetings of the Company have been fully complied with.) Subscribed and sworn to before me this .... day of , 19. . . . Notary Public. Form 2023. MINUTES OF STOCKHOLDERS' MEETING. A Special Meeting of the Stockholders of The Company was held this day of ......... at M., at the offices of the Company. Present: — A. proxy. A.B.C. D. proxy. E.B.C. F. proxy, G.B.C. H.B.C. K.B.C. L. proxy. ' '. Joint Trustees' proxy. , ., Trustee. Trustee proxy. Notice calling this Special Meeting of Stockholders marked "F" attached was read and all the shareholders being present in person or by proxy, signed acknowledgment and waiver in respect thereto. Moved by , seconded by , that the resolution of this Company passed by the Board of Directors on the day of , 19. . . ., and entitled "A Resolution, etc.," which said reso- lution is set forth in the Minutes of the Board of Directors held on the said day of , 19 .... , and said Minutes and Deed therein referred to having been read at this meeting, the stockholders of said The Company in special meeting duly called and summoned for the purpose do hereby ratify, approve, confirm and sanction the said resolu- tion and do sanction all acts, to be done by the Board of Directors of this Com])any in pursuance thereof. Carried unanimously. On motion of , duly seconded, the meeting then adjourned. Secretary. 1756 CORPORATION FORMS AND PRECEDENTS. Form 2024. APPROVAL OF INDIVIDUAL STOCKHOLDERS. "We (here insert names of individual stockholders) being all the stockholders of The Company, do hereby, in our several individual capacities as such stockholders, unanimously ratify and approve the resolution set forth in the preceding minutes, which said minutes we hereby endorse as correct. Dated , , 19 Names of Stockholders. Address. See Form 2016, supra. Form 2025. AGREEMENT FOR SALE OF BUSINESS. This Indenture made in duplicate this day of , A. D. 19. . . ., between The Company, a corporation duly incor- porated under the laws of the State of , of the First Part ; And the Company, a corporation duly incorporated under the laws of the State of , of the Second Part. Whereas the party of the second part is a company duly incorporated under the laws of the State of , and is by the terms of its charter authorized to acquire and hold shares, or stock, in any other company. [And whereas the party of the second part has heretofore acquired and now holds in its own right, either in its own name or in that of others as trustees for it, all the shares and stock of said The Company.] And whereas at a duly convened meeting of the Board of Directors of the said The Company, the following resolution was enacted and passed by the unanimous vote of those present, namely: (Here insert resolution in Form 2020, supra.) And whereas at a Special Meeting of the Stockholders of said The Company, held at the office of the Company, at , in the State of , on the day of , 19...., regularly called for the purpose of considering and approving the said reso- lution by notice, specially stating the objects of such Special Meeting, there were present in person, or represented by proxy, stockholders own- ing shares of the said The Company, out of a total issue of shares of the said Company, and by the unanimous vote of all the Stockholders present in person, or represented by proxy, as aforesaid, the said resolution was confirmed, approved and sanctioned as the resolution of the said Company. And whereas the said hereinbefore recited resolution has been approved, ratified and confirmed by all the Stockholders of said The ., Company, in their several Individual capacities. And whereas this indenture is the indenture approved by the Directors and Stockholders of the said The Company^ referred to an Exhibit "B" in the said hereinbefore recited resolution. MERGER AND COXSOLTDATIOX. 1757 Now, therpforo, this indenture witnessoth that in consideration of the premiseB and df the sum of one dollar of lawful money of the United States (the receipt whereof is hereby acknowledged) the said party of the first part doth sell, convoy, assign and make over and grant in fee simple to the said party of the second jiart all and singular (here insert description of property standing in the name of The Company), together with its factory, plant and works at , being in the said County of , situate upon a portion of the said lands, together with all the buildings, engine power, plant, tools and storage capacity thereof. And together, also, with all manufactured, or in process of manufacture, and all and of the said Company, whether on the said jiremises or not. And together, also, with the whole business and undertakings of the said party of the first i)art, patent rights, patents, trade marks, trade names, rights, interests and assets of every kind and description owned or controlled by, and confirmed upon the party of the first part, and, any franchises heretofore acquired and now held by the said party of the first part. To have and to hold the above lands and premises, property, assets, rights, privileges and franchises hereinbefore expressed to be sold, conveyed, as- signed and granted according to the nature and quality thereof respectively unto the said party of the second part, its successors and assigns. And the said party of the first part covenants with the said party of the second part that it has the right to convey the said lands and assets to the said party of the second part notwithstanding any act of the said party of the first part, and that the said party of the second part shall have quiet possession of said lands and assets free from all encumbrances. And the said party of the first part covenants with the said party of the second part that it will execute such further assurances of the said land and other assets as may be necessary. And the said party of the first part covenants with the said party of the second part that it has done no act to encumber the said lands and other assets, and hereby releases unto the said party of the second part all its claims upon the said lands and other assets. In Witness Whereof, the said parties hereto have caused their respective corporate names to be hereunto subscribed by their respective Presidents thereunto duly authorized, and their respective seals to be hereunto affixed and attested by their respective Secretaries the day and year first above written. The Company, [Corpor.\tE Seal] By Attest: President. Secretary. Company, [Corporate Seal] By .... Attest : President. Secretary. (Add Acknowledgments.) 1758 CORPORATION FORMS AND PRECEDENTS. Form 2026. RESOLUTION ALLOTING STOCK IN NEW COMPANY. Whereas by au agreement of ,19 , between The Gompaay, a corporation of the State of , and , and J representing themselves and others of the stockholders of the Company, a corporation of the State of , and of , it was among other things provided that a Company should be formed under the laws of the State of for the purpose of acquiring the properties, businesses and undertakings of The Company and the Company, And whereas by resolution duly passed at a special meeting of the stock- holders of The Company, held at the office of said company, in the city of , in the State of , on the day of ,19 , said The Company agreed to sell to this Company all its property, plant, business and under- takings and franchises, as in said resolution, which has been read at this meeting, more particularly set forth for the consideration of $ , to be paid by the issue to and , trustees, of shares of preferred stock of the par value of $ , and shares of common stock of the par value of $ , and to of one share of common stock of the par value of $ And whereas by resolution duly passed at a Special Meeting of the stock- holders of the Company, held at the office of the company in the , in the State of , on the day of ,19 , the said the Company, agreed to sell to this company all its properties, plant, assets, business, undertaking and franchise, as in the said resolution, which has been read at this meeting, more particularly set forth, for the consideration of $ , to be paid by the issue of stock, as follows: — shares, one share share, share, sliare, , and the company shares of common and shares of preferred stock. And whereas, pursuant to the said resolution, said The Com- pany, and the said the Company have duly executed conveyances of all the said properties, plants, assets, businesses, under- takings and franchises, upon consideration of the allotment and issue of stock of this company as hereinbefore and in the said resolution set forth. And whereas shares of the stock of the Company have been subscribed for by the said parties, which subscription includes the shares subscribed for by the subscribers respectively to the original certificate of incorporation, and they have requested the allotment of the said shares to them in the amounts of their subscription therefor as follows:— Shares • Common. ► Trustees A & ■ B C 4; I. Trustees D Preferred. Common. Preferred. MERGER AND COXSOLIDATIOX. 1759 E Shares Common. ■p _ < ' ii G " < « H " I n n J << << K " << L ' < " M " Preferred. " Common. Now therefore be it resolved that the acquisition of the said agreement of , 19. . . ., and of the properties, plants, assets, businesses ami undertakings of the said Company, and of the said The . . . Company for the consideration hereinbefore recited, be and the same is hereby approved, and the president and secretary are hereby authorized to do all acts necessary for the carrying out of the said agree- ment and taking over of the said properties. And that the issue of the said shares of the stock of the Com- pany fully paid and non-assessable is hereby directed to the persons and in the amounts in the preamble hereto set forth and the said shares are hereby allotted to the said respective persons in the several amounts mentioned. •See Forms 2017-2025, supra. ^ Form 2027. AGREEMENT BETWEEN PROMOTERS OF HOLDING COM- PANIES TO CONSOLIDATE. AGREEMENT Made this twentieth day of November, 1902, by and between , , and , parties of the first part, and , , and , parties of the second part. Whereas, the parties of the first part own or control all of the capital stock of the Union Steel Company (hereinafter called Union), and certain companies connected in interest therewith, to-wit, the Kepublic Coke Com- pany, the River Coal Company, the Donora Mining Company, and the Mathews Woven Wire Fence Company, and the parties of the second part are the owners of a controlling interest in the capital stock of The Sharon Steel Company (hereinafter called Sharon) which Company owns capital stock of various companies connected in interest therewith, and the parties are desirous of uniting the interests of all of said companies so as to vest the same in one corporation. Now, this agreement witnesseth: First. The parties of the first part agree to proceed with and complete the organization of the Union Steel Company, and to take such action as may be necessary to vest in that Company the shares of the capital stock of the companies connected in interest therewith above mentioned (the interest in the Mathews Company being a majority interest only), by such plan as shall be deemed best by the parties hereto. Second. The capital stock of the Union Steel Company shall be increased 1760 CORPORATION FORMS AND PRECEDENTS. to $40,000,000, and the said Company shall also, by proper proceedings, authorize a bonded indebtedness of $20,000,000, or such other sum as may be mutually agreed upon, of forty year five per cent, sinking fund gold , bonds, to be secured by mortgage upon the property and franchises of the Company. Third. The parties of the second jjart agree to sell and transfer, or to procure to be sold and transferred to Union, at least fifty-one (51%) per cent, of the shares of the capital stock of the Sharon Steel Company, and that they will diligently and in good faith endeavor to procure to be sold and transferred to Union, all of the shares of stock of said company upon the terms herein set out. Fourth. The interests of the parties of the first part and their asso- ciates in Union and the other companies connected therewith, and the stock so transferred by the parties of the second part and their associates shall be paid for in capital stock of Union, in proportions ascertained as follows: The assets of Sharon are, for the purpose of this agreement, fixed upon the following basis: Cash including profits invested in plants $11,000,000.00 Ore properties 5,000,000.00 Excess value of coal property over cost, 1,600 acres 600,000.00 Land at Sharon, approximately 400 acres 400,000.00 $17,000,000.00 Less outstanding bonds 3,500,000.00 Amount to be paid for in capital stock $13,500,000.00 The assets of Union are, for the purpose of this Agreement, fixed upon the following basis: Real Estate $1,000,000.00 Bepublic Coke Company, property, 3,212 acres 2,880,000.00 River Coal Company, 1,178 acres 720,000.00 Two ore vessels cost 600,000.00 Ore properties 5,000,000.00 Cash, including profits, invested in plant and properties, and working capital to October 31, 1902 5,943,558.23 Cash to be contributed for estimated expenditures yet to be made toward completing plant according to present plans, and working capital, which amount the parties of the first part are to pay as the same from time to time is re- quired and called for by the Board of Directors, any part not paid in by July 1, 1903, to bear interest at five per cent, per annum (deducting, however, from this amount, all moneys advanced to Union since October 31st, 1902). 6,856,441.77 $23,000,000.00 Less amount to be paid the parties of the first part in bonds of Union 3,500,000.00 Amount to be paid I'or in capital stock $19,500,000.00 MERGER AND CONSOLIDATION. 1761 Upon the valuations above stated the parties of the first part and their associates shall be entitled to receive full paid up capital stock of Union aggregating at par $19,500,000; and the parties of the second part and their associates shall be entitled to receive in case of delivery of all of the stock of Sharon full paid up capital stock of Union aggregating at par value $13,500,000; and in case they shall deliver less than the full amount, they shall receive the proportionate part of said $13,500,000 which the amount of stock of Sharon so delivered bears to the total amount of stock of said Company outstanding. The j)arties of the first part shall also receive from Union in payment for their interests as fi.xed herein, $.'5,500,000, at par value, of the bonds of Union hereinbefore provided to be issued, and as the outstanding bonds of Sharon were sold less a commission of five per centum, Union shall pay to the parties of the first part a commission of five per centum upon the bonds so taken by the parties of the first part on part payment of theii interests. Fifth. The parties of the first part guarantee that there has been in- vested in cash, including net profits, in Union and its properties, and working capital (excluding items upon which arbitrary values have been fixed, viz: real estate, Republic Coke Co. and River Coal property, ore vessels, and ore property) the sum of $5,943,558.23; and the parties of the second part guarantee that Sharon has a cash investment including net profits in its plants and properties, and excluding all expenditures on or for ore properties, amounting to $11,000,000, less the five per centum commission paid for the sale of its bond issues of $3,500,000. The valuations so fixed are subject to verification by Auditors to be appointed by the parties hereto, each jmrty hereto selecting the party or parties to audit the books of the other party. The amount of money to be hereafter advanced by the first parties under the provisions of paragraph Fourth, shall be increased or diminished by the amount that the investment al)Ove specified in Union and its properties shall be found by the Auditor to exceed or fall short of the amount of $5,943,448.23 above mentioned. The amount of stock to be received by the parties of the second part and their associates shall be increased or diminished by the amount that the investment in Sharon, ascertained as above provided, shall be found by the Auditor to exceed or fall short of the sum of $11,000,000. It is further understood and each party hereto hereby guarantees to the other that the assets herein described are net assets, after providing for the payment of all current liabilities. Sixth. There are purchase money obligations on some of the properties of Union, namely: Republic Coke Company, River Coal Company and the Donora Mining Company. The parties of the first part agree that as said obligations and the interest payable thereon mature, they will pay and discharge the same so that the said properties shall be contributed to Union free and clear of such liens or claims. Seventh. The Donora Mining Company owns the Penobscot mine, the Sweeny lease, the Donora mine, in the state of Minnesota, and a nine- tenths interest in the Saginaw lease, in the state of Michigan, and tjie ownership or control of all said properties is to be vested in Union. Said Company also owns the A''olunteer mine, and certam leases in Cascade Range, adjacent or near said Volunteer mine, in Michigan, which have not 1762 CORPORATION FORMS AND PRECEDENTS. been considered in fixing the value of the ore properties of Union, and are therefore excepted out of this Agreement, and are to be conveyed by Donora Mining Company as requested by the parties of the first part. Eighth. The parties of the first part own or control the Connellsville Central Railroad Company and also the Lake P>ie Terminal Railroad Company, and property known as the Elk Creek Harbor property, about two thousand acres of land at Elk Creek, on Lake Erie, all of which prop- erties the parties of the first part hereby agree to sell to Union at the cost price hereof to them, with interest. Ninth. The parties of the first part agree , to finance the sale of $3,000,000 of the bonds herein provided to be issued by Union, at par and accrued interest, less a commission of five per cent. Tenth. The provisions hereof for the consolidation of the interests herein specified shall take effect as of December 1st, 1902, and the com- pletion of the final organization and the carrying out of the provisions hereof shall be completed as soon thereafter as practicable. In' Witness \Miereof, the said parties have hereunto set their hands and seals, the day and year first above written. [Seal] [Seal] ■. . [Seal] [Seal] [Seal] [Seal] [Seal] [Seal] Witness as to all signatures: See for forms relative to acquisition by one corporation of all the shares ol the capital stock of otter corporations. Forms 2186-2192, post, and notes thereunder. CHAPTER XXXIV. DISSOLUTION OF CORPORATIONS AND DISINTECiRATION OF COMBINATIONS. Form 2028. CERTIFICATE OF PROCEEDINGS FOR THE ABANDON- MENT OF THE CORPORATE ENTERPRISE— (ILLINOIS). Ij , President of the Company, a corpo- ration organized under the laws of the State of Illinois, having its princii)al office in the City of Chicago, County of Cook and State of Illinois, do hereby certify that the following contains a complete record of all pro- ceedings taken with respect to the abandonment of the corporate enterprise, the surrender of the charter, franchises, and corporate name, and the dissolu- tion of said corporation: On the day of , A. D. 19 , there was filed with the board of directors of said company a request in writing by more than two-thirds of the stockholders of said Company, hereto attached and marked Exhibit "A." On the day of , 19 , said date being at least thirty days before the time fixed for the meeting hereinbefore men- tioned, pursuant to said request of the stockholders aforesaid, a notice properly addressed to each stockholder, signed by a majority of the direct- ors of said Company stating the time, place and object of a special meet- ing of said stockholders, was deposited in the postoflice of Chicago, Illi- nois, as shown by the affidavit hereto attached and marked Exhibit " B. " On the day of , 19. ... , and for three succes- sive weeks thereafter, a general notice of the time, place and object of such meeting was also published in the , a newspaper published in said County of Cook, State of Illinois, wherein the principal office of said , corporation is located, a true and correct copy of said notice together with the certificate of the publisher as to the manner and time of its publication being attached hereto and marked Exhibit "C. " On the day of , 10 at the hour of 'clock .... M., at a meeting of the stockholders of said Com- pany specially called, in pursuance of the request and notices hereinbefore referred to, resolutions were adopted wherein the stockholders representing at least two-thirds of the whole capital stock of the said corporation, each stockholder voting in person and having had one vote for each share of stock held by him, agreed to dissolve said corporation, a true and correct 1763 1764 CORPORATION FORMS AND PRECEDENTS. copy of the minutes of said meeting being attached hereto and marked Exhibit "D." [Corporate Seal] Attest : Secretary. President. STATf] OF ILLINOIS, j County of Cook, f , being first duly sworn on oath deposes and says that he is President of the Company, a corporation organized under the laws of the State of Illinois; affiant states that he has read the foregoing certificate by him subscribed as such president and attested by as secretary under his signature and the corporate seal; affiant states that the foregoing certificate contains a complete record of all proceedings taken with respect to the dissolution of said corporation; affiant furiher states that the resolutions mentioned in such record of proceedings were duly adopted as therein set forth; and affiant further states that the recitals contained in the foregoing certificate of record of the proceedings and the resolutions mentioned therein are true. President. Subscribed and sworn to before me this day of A. D. 19.... Notary Public. [Notarial Seal] See Forms 2034, 2035, post "The dissolution of a corporation may be brought about by reason of (1) the forfeiture of its franchises by the adjudication of a court; (2) the loss of its charter by a charter provision to that effect, in case the corporation fails to do certain things within a certain time; (3) the repeal of its charter under the reserved power of the state; (4) the voluntary surrender of the franchises by the stockholders; or (5) the expiration of the time limited for its existence in the charter." — Cook on Corporations, § 628. See for dissolution of corporations Cook on Corporations, §§628-642; Clark & M., Corp., § § 302-334, where the methods of dissolution, the rights and liabilities of the stockholders and the subject generally are con- sidered. See as to right of majority stockholders of solvent prosperous cor- porations to dissolve the corporation against the dissent of the minority. Cook on Corporations, §629; Clark & M., Corp., §§302-334. In moat of the. states there are statutes regulating the dissolution of a corporation. Such statutes are so variant that no attempt is herein made to give forms for the various proceedings requisite to effect the dissolution of a corporation in each state, and the complete forms for Illinois only are given in this chapter. See Form 19, supra, for form of order for voluntary dissolution of a voluntary association organized under the laws of California. See Form 38, supra, for preliminary certificate of dissolution by agree- ment of stockholders of a Connecticut corporation, and Form 39, supra, for similar certificate where dissolution is by vote of stockholders, and Form 40, su^Tra, for final certificate of dissolution. DISSOLL'TIOX AND DLSIXTEGRATIOX. 17G5 See for form of affidavit of dissolution of a Missouri corporation, Form 128, supra. See Form 144, supra, for certificate of disHolution by uuanimouH con- sent of New Jersey corporation. For forms for voluntary dissolution jf North Carolina corporation, see Forms ]r)3-l()4, .yiij)ra. For form for voluntary dissolution of Oregon corporation, see Form 190, .s«/)/-rt. For Porto Rico forms, see Forms 212, 21:5, supra. For Texas form, see Form 241, supra. For West Virj^inia form, see Form 2^(5, supra. For Wisconsin form, see Form 271, siiprd. Form 2029. CALL BY STOCKHOLDERS FOR SPECIAL MEETING TO DISSOLVE CORPORATION— (ILLINOIS). EXHIBIT "A." To Ihe Board of Directors of the Company: We, the undersigned, being all the stockholders of the Company, desire to abandon the corporate enterprise, surrender our charter, franchises and corporate name, and dissolve the said corporation, and direct that you call a special meeting of the stockholders for the purpose of sub- mitting the question of such dissolution to a vote of said stockholders in accordance with the statute in such cases made and provided. See for call of stockholders to consider surrender of charter, etc., Form 1900, supra, and notes thereunder. See also Forms 1901-1902, supra. Form 2030. NOTICE OF SPECIAL MEETING TO DISSOLVE CORPORA- TION— (ILLINOIS) . EXHIBIT "B." , Illinois, , 19 ... . Notice is hereby given that a special meeting of the stockholders of the Company will be held at the office of , Street, Chicago, Illinois, on the day of , A. D. 19 .... , at the hour of o 'clock, .... M., for the -purpose of submitting the question of the dissolution of said Company to the vote of the stockholders. The foregoing notice is given in pursuance of a request by more than two-thirds" of all the stockholders of the Compisny, a copy of which request is as follows: (Insert Exhibit "A.") Being a majority of the Board of Directors of said Company. 1766 CORPORxVTlON FORMS AND PRECEDENTS. PROOF OF MAILING NOTICE. STATE OF ILLINOIS,) > S3 I County of Cook, ( , being duly sworn, on his oath deposes and says that on the day of , 19. . . ., at the hour of o'clock M., he mailed a notice, of which the attached is a true co]\y, properly addressed to each stockholder of the Company, as shown on the attached list of names and addresses of such stockholders, by depositing in the postoffice at Chicago, Illinois, such notice, contained in a sealed envelope addressed as aforesaid, with postage prepaid. Sworn to and subscribed before me this day of , 19.... Notary Public. [Notarial Seal] Form 2031. NOTICE OF SPECIAL MEETING TO DISSOLVE CORPORA- TION AND CERTIFICATE OF PUBLICATION— (ILLINOIS). EXHIBIT "C." Special notice is hereby given that a meeting of the stockholders of the Company will be held at Street, Chicago, Illi- nois, on the day of , 19...., at o'clock M., for the purpose of submitting to said stockholders the question of surrender of the charter, franchises and corporate name of said Company, and the dissolution of said corporation. Being a majority of the Board of Directors of said Company. PUBLISHER 'S certificate. This is to certify that the notice, a true copy of which is hereto annexed, was published in , a secular newspaper of general cir- culation published weekly in the City of Chicago, County of Cook and State of Illinois, by the Company, a corporation organized and existing under the laws of the State of Illinois, once each week for three successive weeks ; that the date of the first publication was the ^ay of ^ A. D. 19 , and the date of the last publication ^as the day of , A. D. 19....; said paper being authorized by law as a proper medium for the publication of legal notices in said County by virtue of "An act to revise the law in relation to notices" approved February 13, A. D. 1874, in force July 1st, A. D. 1874. In Testimony Whereof has caused this certificate to be signed by its Secretary and the corporate seal thereof to be affixed this day of , A. D. 19 By [Corporate Seal] . Secretary. DISSOLUTION AND DISINTEGRATION. 1707 Form 2032. MINUTES OF SPECIAL MEETING TO DISSOLVE COR- PORATION— (ILLINOIS) . EXHIBIT "D." The stoekliolJers of the Company met in special meeting at the ofiice of , No , Building, Street, Chicago,' Illinois, at o'clock .... M., on the day of , 19. ... , piiiHuant to call and notice. The meeting was called to order by , president of the Com- pany, and , the secretary, acted as such. The roll call showed the following result: Present in person shares; Absent and not represented shares ; Total number of shares outstanding shares. The secretary submitted a notice in writing, signed by a majority of the directors of the Company', stating the time, place and object of said meeting, and an affidavit of the mailing of said notices properly addressed and mailed to each stockholder of this Company. The secretary then submitted a copy of the , a secular newspaper of general circulation published weekly in the City of Chicago, County of Cook and State of Illinois, dated and and , containing a general notice of the time, place and object of the meeting. Thereupon the president, in accordance with said notice, stated that the meeting had been called for the purpose of submitting the question of the dissolution of the Company to a vote of the stockholders. Thereupon the following resolution was presented by : Whereas, the stockholders of the Company desire to aban- don the corporate enterprise, surrender the charter, franchises and corporate name, and dissolve the said corporation; and Whereas, the said Company has ceased to do business and all corporate debts have been fully paid, corporate liability discharged and the corporate assets and property distributed among all persons entitled thereto. Now, therefore, be it resolved. That the corporate enterprise, charter, franchises and corporate name of the Company be surrendered, and that said corporation be dissolved; and Be it further resolved, That the Secretary be, and is hereby authorized, and directed to attest as Secretary the record of the proceedings at this meeting, and to affix the seal of the corporation thereto. Thereupon moved the adoption of the foregoing resolution, which motion was seconded by , and thereupon a ballot being taken, each stockholder voting in person, the said resolution was adopted, all of the capital stock of the Company voting in the affirmative. There being no further business for consideration, the meeting, upon motion duly made and unanimously carried, was adjourned. [Seal] Secretary. A correct record. President. ss: 1768 CORPORATION FORMS AND PRECEDENTS. Form 2033. PUBLISHED NOTICE OF RESOLUTION TO DISSOLVE— (ILLINOIS). STATE OF ILLINOIS,] County of Cook, ( Public notice is hereby given that at a special meeting of the stock- holders of the Company, a corporation organized and existing under and by virtue of the lavs^s of the State of Illinois and held at Room , Street, Chicago, Illinois on the daj- of , A. D. 19 , at the hour of o 'clock .... M., at which meeting all of the stockholders representing all of the capital stock of said corporation were present, the following resolution was unanimously adopted by said stockholders, all the votes represented by the whole stock of said corporation being cast in favor of the adoption of said resolution: "Whereas this corporation has no indebtedness of any kind or char- acter, all of its indebtedness having been fully discharged and satisfied, and the assets of said corporation having been duly distributed to its stockholders legally entitled to receive the same, and "Whereas further said corporation is no longer engaged in active business, ' ' Therefore be it resolved by the stockholders of the Com- pany, in meeting duly assembled pursuant to legal notice thereof, that this corporation be dissolved and its charter and franchises be sur- rendered and that the officers of the corporation take the necessary and proper steps to effectuate the dissolution of said corporation." That a record of such proceedings, signed by the president of the cor- poration, verified by his affidavit and attested by the Secretary of said corporation under its corporate seal has been duly recorded as required by law. Dated the day of , A. D. 19 President. Secretary. See Forms 2028-2032, supra. Form 2034. CERTIFICATE OF VOLUNTARY DISSOLUTION— (ILLINOIS). Be it remembered. That at a special meeting of all the stockholders of the Company, held at , in the County of Cook and State of Illinois, on the day of , A. D. 19 , the following resolution was unanimously adopted, viz.: Whereas the Company has ceased to do or transact business of any character, and has no assets of any character now on hand belonging to it; and Whereas, all of the corporate debts of the said Company have been DISSOLUTrON AND DISINTEGRATION. 1769 fully paid and the corporate liabilities thereof completely discharged and the corporate assets and property heretofore belonging to the eanie have been distributed among all the persons entitled thereto; Now, therefore, bo it resolved. That the said corporation be, and the same is horcljy dissolved, and the President thereof is hereby author- ized to cause a complete record of all the proceedings taken in this respect to be verified by his sworn affidavit and attested by the Secretary of said corporation under his signature, and the corporate seal, to be filed for record in the oflice of the Recorder of Deeds of County, it being the County wherein the principal office of said corpora- tion is locatpany or P. Lorillard Company will be issued; this Company having made arrangements with Guaranty Trust Company of New York to eliminate any fractions of a share by purchase or sale at the option of the holder of the warrant. • Any common stock of Liggett Myers Tobacco Company or of P. Loril- lard Company not taken and paid for by the holders of said warrants, in 1800 CORPORATION FORMS AND PRECEDENTS. accordance with the foregoing provisions, will be disposed of to other persons. Exchange of securities of Liggett & Myers Tobacco Company and P. Loriliard Company for securities of The American Tobacco Company, and retirement of bonds of The American Tobacco Company. On and after January 10, 1912, and until the time fixed by said decree, the holders of the 6% bonds, the i% bonds and the 6% cumulative pre- ferred stock of The American Tobacco Company may surrender their securities to the Guaranty Trust Company of New York, and receive new securities and cash as follows: 1. Each holder of the 6% bonds of The American Tobacco Company may surrender his bonds for cancellation, receiving in payment and ex- change therefor 7% bonds of the Liggett & Myers Tobacco Company and of P. Loriliard Company, amounting together at par to one-half of the par value of the bonds so surrendered, and cash at the rate of $120 and accrued interest for each $100 face value of said bonds for the other half of said bonds so surrendered. The date of maturity and interest dates of the 7% bonds of the Liggett & Myers Tobacco Company and P. Loriliard Company are the same as the date of maturity and interest dates of the 6% bonds of The American Tobacco Company. 2. Each holder of the 4% bonds of The American Tobacco Company may surrender bis bonds for cancellation, receiving in payment and exchange therefor 5% bonds of the Liggett & Myers Tobacco Company and of P. Loriliard Company amounting together at par to one-half of the par value of the bonds so surrendered, and cash at the rate of $96 and accrued interest for each $100 face value of said bonds for the other half of said bonds so surrendered. The date of maturity and interest dates of the 5% bonds of Liggett & Myers Tobacco Company and P. Loriliard Company are the same as the date of maturity and interest date of the 4% bonds of The American Tobacco Company. Adjustment of interest to be made so that each holder of the said 6% bonds or 4% bonds shall receive in cash the accrued interest on the bonds so sold and exchanged vip to the date of such exchange, less interest accrued during the then pending interest period on the bonds of Liggett & Myers Tobacco Company and of P. Loriliard Company so delivered to him upon such exchange, 3. Each holder of the preferred stock of The American Tobacco Com- pany may surrender his stock for cancellation, receiving in exchange therefor 7% cumulative preferred stocks of Liggett & Myers Tobacco Company and P. Loriliard Company, amounting together at par to one- third of the par value of the stock so surrendered, and new certificates for 6% cumulative ])referred stock of The American Tobacco Company amounting at par to two-thirds of the par value of the stock so surrendered, such preferred stock of The American Tobacco Company to carry full voting rights. Inasmuch as the preferred stock of The American To- bacco Company and the preferred stock of Liggett & Myers Tobacco Company and P. Loriliard Company have the same dividend payment dates, these exchanges of preferred stock will be without adjustment of interest. DISSOLUTION AND DISIXTKriRATIOX. 1801 Coupon bonds of Liggett & Myers Tobacco Company and of P, Lorillard Company will be issued in dcHominations of $1,000, and registered bonds in larger denominations, and in denominations of $1,000, $.'jO0, $100, and $50. Shares of preferred stock will be of the par value of $100. Certifi- cates of preferred stock will be issued only for whole shares; and no bond will be issued fdr a smaller amount than fifty dollars; but in the exchange, scrip warrants will be delivered for the fraction of a $50 bond, or for the fraction of a share of stock, to which the exchanging party is entitled. Arrangements have been made with Guaranty Trust Company of New York to eliminate such scrip by purchase or sale, at the option of the exchanging party. The securities of Liggett & Myers Tobacco Company and P. Lorillard Company received by The American Tobacco Company under the plan, and available for the purposes set forth in this circular are as follows: Liggett & Myers P. Lorillard Tobacco Company. Company. 7% bonds $15,507,800 $10,933,500 5% bonds 15,059,000 10,617,450 7% preferred sto.-k 15,383,800 (a) 10,846,000 Common stock 21,496,400 15,155,600 $67,447,600 $47,552,550 (a) In addition to this, P. Lorillard Company will issue $641,600 at par of i)refcrred stock to take up existing preferred stock of the old P. Lorillard Company not owned by The American Tobacco Company. As each class of securities of Liggett & Myers Tobacco Company held by The American Tobacco Company exceeds in amount the corresponding class ef securities of P. Lorillard Company held by The American To- bacco Company in the proportion of 58.65 to 41.35 they will be allotted in the same proportion in exchange for bonds and preferred stock; so that, for example, a person entitled, upon an exchange of securities sur- rendered by him, to receive $1,000 at par in securities of Liggett & Myers Tobacco Company, and of P. Lorillard Company, would receive $586.50 in a security of Liggett & Myers Tobacco Company and $413.50 in a corresponding security of P. Lorillard Company': Notwithstanding the date, to-wit : January 10, 1912, heroin sot for pay- ment and exchange of bonds, any holder of bonds, who is also a holder of a warrant for the purchase of common stock of Liggett & Myers Tobacco Company or P. Lorillard Company, may make such sale or exchange, at any earlier date, provided tliat at the same time he applies to the purchase at par of the common stock to which he is entitled, of the Liggett & Myers Tobacco Company or P. Lorillard Company or both, all the cash received by him in payment for retirement of his bonds. Temporary certificates of stock and temporary registered bonds will be delivered, exchangeable for engraved certificates of stock and en- graved registered and coupon bonds when and after such engraved cer- tificates and bonds are provided. To insure proper delivery of stock, instruments of transfer and war- rants, showing the right to make purchases of stock, the common stock- holders of The American Tobacco Company will please fill out and mail 1802 CORPORATION FORMS AND PRECEDENTS. to the Treasurer of The American Tobacco Company, as indicated, the order herewith enclosed, with their signatures thereto guaranteed by a lank or trust company. J. M. W. Hicks, Treasurer, The American Tobacco Company. See for decree referred to in above form, United States v. American Tobacco Co., 191 Fed. 371. (See Form 2047, /mpra, and notes thereunder.) See for deposit agreement of stockholders, Fornx 2048, supra. Form 2058. NOTICE BY BROKERS CONCERNING EXCHANGE OF SECURITIES. To Holders of American Tobacco Co. Securities: The new securities under the disintegration plan will be ready for exchange on and after January 10, 1912. We will gladly attend to the exchange of your securities for you. and Company, Bankers, St., Philadelphia. Members New York and Philadelphia Stock Exchanges. See Forms 2047-2057, supra, and notes thereunder. Form 2059. NOTICE OF DISINTEGRATION OF STANDARD OIL COM- PANY PURSUANT TO DECREE OF COURT. standard Oil Company (of New Jersey), 26 Broadway, New York, July 28, 1911. To the Stockholders of the Standard Oil Company (of New Jersey) : Obedience to the final decree in the case of the United States against the Standard Oil Company (of New Jersey), and others, requires this Company to distribute, or cause to be distributed, ratably, to its stock- holders the shares of stock of the following corporations, which it owns directly or through its ownership of stock of the National Transit Company, to wit: Anglo-American Oil Company, Limited; The Atlantic Eefining Company; Borne Scrymser Company; The Buckeye Pipe Line Company; Chesebrough Manufacturing Company, Consolidated; Colonial Oil Com- pany; Continental Oil Company; The Crescent Pipe Line Company; Cumberland Pipe Line Company, Incorporated; The Eureka Pipe Line Company; Galena-Signal Oil Company; Indiana Pipe Line Company; National Transit Company; New York Transit Company; Northern Pipe Line Company; The Ohio Oil Company; The Prairie Oil and Gas Com- pany; The Solar Refining Company; Southern Pipe Line Company; South Penn Oil Company; South West Pennsylvania Pipe Lines; Standard Oil Company (California) ; Standard Oil Company (Indiana) ; The Stand- ard Oil Company (Kansas); Standard Oil Company (Kentucky); Standard Oil Company (Nebraska) ; Standard Oil Company of New York; The Standard Oil Company (Ohio); Swan &• Finch Company; Union Tank Line Company; Vacuum Oil Company; Washington Oil Com- pany; Waters Pierce Oil Company. DISSOLUTION AND DISINTEGRATION. 1803 Such (list liliut ion will be made to the stockholders of the Standard Oil Company (of New Jersey) of record on the Ist day of September, 1911; and, for that purpose, the transfer books of the Company will be closed on the 31st day of Au^st, 1911, at 3 o'clock P. M., and kept closed until the date when said stocks are ready for distribution, which it is expected will be about December 1, 1911. Notice of the date when said stocks are to be distributed and of the re-opening of the books will be duly given. Yours very truly, H. C. Folger, Jr., Secretary.* The forogoing plan for the disintegration of the Stane retired on or before maturity, and provision shall be made as hereinafter provided by which the holders of either issue of such notes may share pro rata with the holders of said bonds in the lien of said Deed of Trust for any deficiency of such col- lateral notes remaining after the collateral specifically pledged for their security is sold. III. Proposed Distribution of First Mortgage and Collateral Trust Bonds. (Interest on present debt exchangeable for new bonds has been paid in cash or provided for to January 1st, 1908, from which date the new bonds are to carry interest.) To be issued in exchange for existing Convertible Bonds, at par (these bonds to be convertible into stock) $18,500,000 To bo issued in exchange for existing Debenture Certifi- cates, at par (depositors of certificates to have the right of election as between convertible and non-convertible bonds) 1,969,000 To be issued for existing floating debt, at par, say 14,531,000 Total $35,000,000 IV. Provision for Collateral Notes. Holders of Three-Year Six Per Cent. Collateral Notes of the issue of $6,000,000, maturing August 1, 1910, and also (if they shall so elect) the holders of the issue of Fes. 14,000,000 of Ten-Year Five Per Cent. Collateral Notes, due October 1, 1917, shall exchange them for new or modified notes of substantially the same tenor ami liaving the same date of maturity and bearing the same rate of interest and secured in the case of the $6,000,000 issue by the same collateral as that now deposited as security for the existing notes and, in case of the Fes. 14,000,000 issue, by the collateral which shall remain as security therefor after deducting such of the collateral as the Company or its Eeceivers may withdraw or now be entitled to withdraw upon the surrender and cancellation of Fes. 5,000,000 of the original loan of Fes. 20,000,000; provided, how- ever, that the agreement securing such notes shall be modified so as to provide as follows: (a) That the holders of the notes issued under the agreemen': shall, in respect of any deficiency of principal and interest remaining after the api)iic:ition to the payment of the notes of the net proceeds of the sale of the collateral spiudfically pledged for their security, share in the lien upon the property mortgaged and pledged under the Trust Deed herein- before provided, pro rata with the other obligations secured or to be secured thereunder. (b) That the Trustee under such agreement shall not have power to 1812 CORPORATION FORMS AND PRECEDENTS. require the deposit of any collateral in addition to that above provided for. (c) That any of the collateral deposited under this agreement may be sold at the request of the Company at a price to be fixed by appraisal in such manner as shall be provided in the modified agreement, the pro- ceeds of any such sale to be used in anticipating the payment of notes in accordance with the terms of the agreement or in the purchase of such notes at not exceeding the anticipation price mentioned in the agreement. V. Subscriptions to New Capital. Unless otherwise determined by the Committee, the consummation of the plan is to be conditioned upon subscriptions for the payment of $7,000,000 new capital into the treasury of the Company for stock. Such subscriptions shall be payable in such installments as the Com- mittee may approve. Any creditor may accept, for part or all of his claim, stock of the Company at the same price at which it shall be issued for said new capital. Subscriptions to stock so made by creditors may, in such an aggregate amount as shall be approved by the Committee, be deemed a part of the $7,000,000 of subscriptions hereinbefore provided for, and in such case a corresponding amount of bonds issued under said Deed of Trust shall be available for issue in the discretion of the board of directors of the Company. VI. Management. The board of directors of the Company are to be persons approved by the Committee and provision satisfactory to the Committee is to be made (by voting or otherwise) for the future election of directors. VII. Said plan is to be carried out by a Committee consisting of , and , acting under an agreement of even date herewith, originals of which are lodged with the Depositories herein provided for. Eefer- ence is hereby made to said agreement for a statement of the powers of the Committee and for further details of the Plan. In case of conflict between the plan and the terms of said agreement, the latter shall govern. VIIT. Means by Which Eeadjustment May be Accomplished. The readjustment of the debt of the Company may be accomplished by the issue of new securities by the existing corporation, or by the sale of its assets and business and their acquisition by a new company which will take over the property and business of the existing company, or such portion thereof as the Committee shall deem wise, or by any other method or methods which the Committee in its discretion may approve. The Committee shall have power to determine when a suffi- cient number of creditors of the various classes have assented to the plan and a sufficient amount of new capital shall have been subscribed to make it advisable to declare the plan operative. In case any creditor REORGAXIZATIOX OF CORPORATIONS. 1813 of the Company shall fail lo assent to said plan the Committee shall have power to dispose of the securities to which such creditor would have been entitled in case lie had assented to the plan. IX. Provision for Modified or Substitute Plan. (See modified jilan in form following.) If tliere should be a failure to furnish subscriptions to capital stock providing for the payment into the treasury of the Company of the sum of .$7,000,000, or such less sum as the Committee shall accept as suflicient, or if for any other reason the Committee shall determine it to be impracticable to carry out said plan, the Committee shall then have the power to modify said plan, or to substitute a new plan and to carry the modified or substitute plan into effect: provided, however, that unless such modified or substituted plan shall meet the requirements (1), (2) and (3) stated below, it shall not be consummated without notice to Depositors affording them an opportunity of withdrawal, as herein- after stated. Such requirements are as follows, viz: 1. That any and all evidences of debt issued in exchange for existing Convertible Bonds, Debenture Certificates and floating debt shall be secured pro rata by first mortgage upon the principal manufacturing plants of the Company. 2. That the i)rincipal of, and the rate of interest upon, and the dates of maturity of, the obligations representing the Three-Year Six Per Cent. Collateral Loan of the Company and the obligptions representing the Ten-Year Five Per Cent. Collateral Loan of the Company shall not be changed, and that, except as in Article IV, hereof provided, said obliga- tions, respectively, shall continue to be secured by the collateral now pledged under the agreements under which said obligations were issued respectively, and that the holders of said notes shall be entitled to share in the security of the Deed of Trust as in Articles II and IV hereof pro- vided. 3. That the holders of the Convertible Sinking Fund Five Per Cent. Gold Bonds, Debenture Certificates and floating debt of the Company shall participate in the plan sul)Stautially pro rata excepting only that any privilege of conversion of obligations into stock shall be confined to the obligations issued in exchange for the existing Convertible Bonds and Debenture Certificates. The Committee may adopt a modified or substitute plan which shall depart in whole or in part from the requirements (1), (2). and (3) last above stated, and in that event, notice of the modified or substitute plan and an opportunity of withdrawal shall be given depositors in the man- ner provided in the Agreement. But if any modified or substitute plan shall make changes only in the particulars specified in Section (2) above set forth then notice of the modified or substitute plan, and an oppor- tunity of withdrawal^ is required to be given only to the depositors of the class or classes of obligations described in Section (2) affected thereby. X, Method of Deposit Under Plan and Agreement. Creditors of the Company desiring to participate in the plan may become parties to the Agreement in the foflowing manner: i814 CORPOKATION FORMS AND PRECEDENTS. (a) Holders of the Convertible Bonds, Debenture Certificates or Col- lateral Notes, must deposit their bonds or obligations together with all unpaid coupons, with the Trust Company, in New York, N. Y., or the Trust and Savings Bank, Chicago, Illinois, or The National Bank of Pittsburg, Pittsburg, Pa., the depos- itaries hereunder. Bonds registered as to principal should be restored to "Bearer" form before deposit. (b) Holders of notes or drafts made, accepted or endorsed by the Company must deposit the same with one of the Depositaries, duly eL'dorsed without recourse. (c) Holders of claims against the Company which are in open account or are not evidenced by obligations in writing must deposit with one of the Depositaries, assignments, in form approved by the Committee, of such claims to the Committee, or to such person as it shall designate, accompanied by a certificate as to the validity and amount of the claim executed by a person designated by the Company, or by the Eeceivers, with the approval of the Committee, to pass upon the amount and val- idity of claims of creditors. The Committee may in its discretion decline to permit the deposit, or cause the return to the depositor, of any obligation or assignment of claim in case the Committee has reason to believe that the obligation or claim is invalid in whole or in part. The committee may limit the time for receiving obligations and claims hereunder as provided in the agreement. Dated January 20, 1908. See Form 2062 post, for modified or substitute plan for readjustment of debt, and Form 2063, post, for agreement for readjustment of debt in accordance with plan of reorganization. The form next preceding and the two forms next following constituted the plan and agreement for the reorganization of the Westinghouse Elec- tric and Manufacturing Company. Form 2062. MODIFIED OR SUBSTITUTE PLAN FOR THE READJUST- MENT OF DEBT. I. Present Debt. (Exclusive of Interest.) Unsecured Debt: Convertible Sinking Fund Five Per Cent. Gold Bonds, due January 1, 1931 : $18,-500,000 Five Per Cent. Gold Debenture Certificates, due July 1, 1913 1,969,000 Merchandise Debt including notes issued for merchandise.. 4,762,560 Bills payable for money borrowed 7,919,000 Total Unsecured Debt $33,150,560 Debt Secured by Collateral: Three-Year Six Per Cent. Collateral Notes, due August 1, 1910 $ 6,000,000 Ten- Year Five Per Cent. Collateral Notes (French Loan), due October 1, 1917 $ 2,702,702 Total Secured Debt $ 8,702,702 REORGANIZATION OF CORPORATIONS. 1815 (Note. This plan is based upon statements furnished by Messrs. , Certified Public Accountants, who have been auditors of the Company since 1902, and upon statements of account dated August 31, 1908 furnished by the Auditor of the Receivers.) II. Provision as to Fuudod Debt. The funded debt, consisting of tbe Convertible Sinking Fund Five Per Cent. Gold Bonds, Five Per Cent. Gold Debenture Certificates, Three- Year Six Per Cent. Collateral Notes and Ten-Year Five Per Cent. Col- lateral Notes, is not to be disturbed. III. Provisions for Merchandise Debt. The merchandise debt is to be satisfied by the merchandise creditors surrendering their claims in exchange for new "assenting stock" of tlie Company at par. IV. Provisions for Bank Debt. (Notes Payable for Money Borrowed.) Holders of this debt are to receive in exchange therefor one-half thereof in Convertible Sinking Fund Five Per Cent. Gold Bonds of the Company (of the present authorized issue) at par, and for the other one-half either (a) five per cent, notes of the Company in three equal amounts, maturing respectively in four, five and six years from their date, to the extent of 30 per cent, of the face A'alue of the claim and for the balance of the claim "assenting stock" of the Company at par, the creditor to have the privilege, however, of taking a larger amount in "assenting stock" and a lesser amount in obligations; or (b) at the option of the creditor in respect of the one-half of the claim not cov- ered by Convertible Sinking Fund Gold Bonds, Five Per Cent, notes of the Company maturing fifteen years from their date. Interest is to be payable on all notes semi-annually. A number of the bank' debt holders have indicated their desire to take "assenting stock" for the 50 per cent, of their claims not payable by Convertible Bonds, and this privilege is accorded to all holders of the bank debt. V. Cash Subscriptions to $6,000,000 New "Assenting Stock." In addition to the stock subscriptions payable by the surrender of debt, the Company to receive from stockholders and others subscriptions at par for $6,000,000 of "assenting stock," to be payable in cash in such installmehts as the Committee shall approve. VI. • Management. The Committee have approved the following plan for the future man- agement of the Company. (a) The Company to have a board of twelve directors with power to add additional members to be distributed equally among the four classes hereinafter mentioned. (b) The board to be classified in respect of the tenure of office, of its 1816 CORPORATION FORMS AND PRECEDENTS. members so that there shall be four classes, the term of one class to expire each year. (c) The new board of directors to consist of persons approved by the Eeadjiistnient Committee with representation on the board of per- sons acceptable to the Merchandise Creditors' Committee. (d) The Readjustment Committee is to appoint a Proxy Committee to remain in existence for five years, the members thereof to be chosen after conference with the Merchandise Creditors' Committee and the principal stockholding interests. The foregoing arrangement as to management may be modified in the Committee's discretion. VIT. Consummation of Plan. This modified or substitute plan is to be carried out by the Readjust- ment Committee, acting under the Readjustment Agreement bearing date January' 20, 1908, originals of which are lodged with the Depositaries hereinafter named. Reference is hereby made to said agreement for the provisions with reference to the Committee. In case of conflict between this modified or substitute plan and the terms of said agree- ment, the latter shall govern. The modified or substitute plan is to be consummated by means of the present corporation. The Committee is authorized and empowered to take any action whatever they may deem proper in respect of any of the deposited obligations and claims for the purpose of aiding in the consummation of the modified or substitute plan, including also the making of any waivers of defaults and of their consequences and the giving of any directions under or in respect of any of the agreements under which any of the deposited obligations were issued VITI. Conditions Under Which Modified or Substituted Plan is Accepted. This modified or substitute plan is not to become operative unless and until subscriptions to $6,000,000 of "assenting stock" and the necessary assents of the holders of the bank debt and merchandise creditors' claims are in hand, and the Committee have fixed October 27, 1908, as the date by which such subscriptions and assents, must be received. The Committee, however, may, in its discretion, impose such additional conditions or grant such additional extensions as may be necessary or proper to effect the readjustment of the debt of the Company, and to determine when assents of a sufficient number of creditors have been received to make it advisable to declare the plan operative. TX. Withdrawal of Bonds or Obligations. After the filing of this modified or substitute plan with the Depositaries hereinafter mentioned, and during the period of three weeks after the final publication of the notice pro\id('d for in the agreement of danuary 20, 1908, all holders of the outstanding certificates of deposit for each particular class or classes of obligations or claims affected by the changes or modifications herein provided for (except those assenting as herein- after provided) may surrender their respective certificates and with- REORGANIZATION OF CORPORATIONS. 1817 draw their obligations or claims, provided, however, in every case of withdrawal any certificate holder withdrawing shall make payment to the Depositary of one per cent, of the amount of the par or face value of the obligations or claims withdrawn as and for his share of the expenses ot the Committee. Every depositor not so surrendering and withdrawing within three weeks after final publication of said notice is to be deemed to have assented to this modified or substitute plan and shall be bound thereby as fully and effectively as if he had actually assented thereto. The expenses of the readjustment when consummated, including com- pensation of the Committee, are to be borne by the Company and no charge is to be made to depositors upon the delivery of the securities to which they arc entitled on the consummation of the modified or sub- stitute plan. X. Method of Deposit Under Modified or Substitute Plan. Creditors of the Company desiring to participate in the modified or substitute plan may assent thereto in the foregoing manner or in such other manner as the Committee may from time to time approve: 1. Holders of Convertible Bonds, Debenture Certificates and Collateral Notes who have already deposited their obligations with a depositary of the Readjustment Committee, need take no further action. 2. Holders of Convertible Bonds, Debenture Certificates and Collateral Notes who have not deposited the obligations should deposit them with one of the Depositaries of the Readjustment Committee. 3. Holders of merchandise claims who have deposited an assignment of their claims with a Depositary of the Committee and executed an agreement with the Merchandise Creditors' Committee to take stock in payment of their claims, need take no further action, but creditors who have not deposited their claims and who have not executed such agree- ment with the Merchandise Creditors' Committee should sign such agree- ment and forward the same to , Secretary of the Merchan- dise Creditors' Committee, No Broadway, New York City. 4. Holders of merchandise claims who have not deposited assign- ments of their claims should execute an assignment and forward the same to the Secretary of the Merchandise Creditors' Committee. 5. Holders of Notes Payable (bank debt) who have deposited their notes with the depositaries of the Readjustment Committee and executed an agreement to take securities in accordance with the "Merchandise Creditors' Plan," need take no further action; but holders of Notes Payable (bank debt), who have not deposited their notes with one of the Depositaries and who have executed an agreement to take securities, shouLl deposit their notes with one of the Depositaries of the Readjust- ment Committee. 6. Holders of Notes Payable (bank debt) who have not deposited their notes nor executed an agreement to take securities in accordance with the "Merchandise Creditors' Plan," should at once deposit their notes and execute an agreement in the form provided by the Readjust- ment Committee, in which should be specified the securities which the holder elects to take in compliance with this modified or substitute plan. The Committee may in its discretion decline to permit the deposit, or cause the return to the depositor, of any obligation or assignment of 1818 CORPORATION FORMS AND PRECEDENTS. claim in case the Committee has reason to believe that the obligation or claim is invalid in whole or in part. The Depositaries hereunder are: Trust Company, New York, ^"^^ Y.; Trust and Savings Bank, Chicago, 111.; The National Bank of Pittsburg, Pittsburg, Pa.; and The National Bank of Boston, Mass. Dated September 28, 1908. See Form 2161, supra, and note thereunder. Form 2063. AGREEMENT FOR READJUSTMENT OF DEBT IN AC- CORDANCE WITH A PLAN OF REORGANIZATION —SET FORTH IN TWO PRECEDING FORMS.i Agreement made this day of , one thou- sand nine hundred and , between (hereinafter called the ' ' Committee ' '), parties of the first part; and (hereinafter called the * ' Depositaries ") , parties of the second part, and Holders of the Convertible Five Per Cent. Bonds, Debenture Certificates, Three Year Collateral Notes, Ten Year Collateral Notes and Floating Debt of , who shall become parties to this Agreement (hereinafter called "Depositors"), parties of the third part, Witnesseth that the parties hereto, for and in consideration of the covenants and promises hereinafter recited, and for the purpose of con- summating the foregoing plan for the readjustment of the debt of the • • Company (hereinafter called the ' ' Company "), or some modified or substitute plan for such readjustment, have mutually agreed and hereby do severally agree, and each Depositor has agreed and hereby does agree, with the other Depositors and with the Committee as follows: First. The foregoing plan for the readjustment of the capital of the Company is hereby adopted and approved, and shall be taken to be a part of this agreement with the same effect as though each and every statement and provision thereof had been embodied herein, and said plan and this agreement shall be read as one and the same instrument; but no estimate, statement, explanation or suggestion contained in the said plan or in this agreement, or in any circular issued or which may hereafter be issued by the Committee, is intended or is to be taken as a representation or warranty, or as a condition of deposit or assent, under the plan and this agreement, and no defect or error therein shall release any deposit under the plan and this agreement, or affect or release any assent thereto, except by written consent of the Committee. Counterpart originals of this agreement, signed by the Committee, or by a majority thereof, shall be lodged with the Depositaries, and with any other Depositaries appointed as hereinafter provided; and each of said originals shall be taken as a complete and original instrument, but all together shall constitute one agreement. Second. Creditors of the Company may become parties to this agree- 1 — See generally as to power to scale down securities, Cook on Corpora- tions, §888; Clark & M., Corp., § 345a. REORGANIZATION OF CORPORATIONS. 1819 moiit ill tlio manner provided in Article X. of tlie foregoing plan and upon compliance! Avitli such further ro(|uiicnicnts and rcj^iilations as the Committoe shall from time to time estal.lish by notice to the Depositaries, and the Depositors agree respectively at any time on demand of the Com- mittee to execute any ami all other transfers, assignments or other writ- ings rcqiiirod for vesting in the Committoe or thiMr nominees ownersliip of and all powers of ownership in respect of the obligations and claims deposited hereunder or assigned to the Committee. The Committee or the Depositaries may decline to receive or may at any time return to the holder of the Certificates of Deposit issued therefor, any obliga- tions or assignments of claims which the Committee, or such person as it shall appoint for the purpose of passing upon the validity of claims, shall deem to be invalid in whole or in part, and the Committee may, in its discretion, impose as a condition to the deposit of obligations or assignments of claims, that some person designated by the Committee shall first have certified to the validity of the obligation or claim, as the case may be. The Committee or the Depositaries may permit the deposit hereunder of any obligation or claim for the payment of which the Committee is liable as guarantor or endorser. In case any negotiable instrument endorsed by the Company or by any other endorser shall mature while on deposit hereunder the Depositary shall cause the same to bo presented for payment and duly protested as against the endorser unless notice of presentation and protest shall have been duly waived by such endorser. Ju case of the deposit of obligations or claims secured by col- lateral (other than collateral notes of either of the two issues specified in the annexed plan) the collateral shall be deposited with the Depositary and shall be noted on the Certificate of Deposit issued for such obligation or claim. In case of the consummation of a plan such collateral shall become the jjroperty of the Company, but in case no plan is consummated the collateral shall be returned to the Depositor together with his obliga- tion or assignment of claim upon payment by him pro rata of his share of the expenses of the Committee as apportioned by said Committee. All depositors shall receive Certificates of Deposit in a form to be pre- scribeligations and claims de- posited hereunder, including the right to transfer the same into their own names, or into the name of any other person or persons, party or parties, whom they may select; and (without limiting the foregoing provision) it is hereby declared that the Committee shall be fully author- ized to consent as holders of said obligations and claims to any corporate action, and to sign any written consent required or permitted by law to be signed, and file the same; to use every such obligation or claim as fully and to the same extent as the owner or holder thereof; to declare due the principal of any obligation and claim deposited here- under, and to revoke any such declaration whenever matle;'to give all bonds of indemnity or other bonds, and to charge therewith the obliga- tions and claims deposited hereunder or the new securities to be issued hereunder or any part thereof; to institute or to become parties to any legal proceeding; to compromise any litigation now or at any time existing or threatened, in whole or in part, with plenary power to enter into any arrangement tending towards, or deemed by them, in their discretion, likely to promote, the consummation of the plan and of this agreement; to do whatever, in the judgment of the Committee, may be necessary to promote or to procure the sale as an entirety, or the separate sales of any lands or other property of the Company, wherever situated; to adjourn any sale at their discretion; to bid, or to refrain from bidding, at any sale, either public or private, either in separate lots or as a whole, for any property, or any part thereof, including or excluding any particular property, real or personal; to hold any prop- erty purchased by them either in their name or in the name of persons or corporations by them chosen for the purposes of this agreement. The amount to be bid or paid by the Committee for any property shall bo absolutely discretionary with them; and, in case of the sale to others of any property, the Committee may receive, out of the proceeds of such sale, or otherwise, any dividend or payment in any form accruing on any obligations and claims held by them. The Committee shall further be authorized to receive and dispose of, in accordance with any of tho provisions of the plan and this agreement, any new securities to be created, and the Committee may vote upon the obligations and claims of the Company or obligations or stock of any new company for all pur- poses in their judgment necessary or advisable until the said obligations or stock shall be delivered to the Depositors or whoever shall be entitled to receive the same.s 5 — See as to construction of powers granted to a reorganization com- mittee. Cook on Corporations, §888; Clark & M., Corp., g 34ud. 1822 CORPORATION FORMS AND PRECEDENTS. Sixth. The Committee may construe the plan and this agreement, and their construction thereof or action thereunder, in good faith shall be final and conclusive. They may supply any defect or omission, or reconcile any inconsistencies, in such manner and to such extent as shall be deemed by them necessary to carry out the plan properly and effectively, and they shall be the sole judges of such necessity. They shall be the sole and final judges as to when and whether the assent of a suflicient number of the creditors of the Company and subscriptions to a suflScient amount of new capital stock shall have been obtained to warrant them in declaring the plan operative, or attempting to carry the same into effect; and they shall have power whenever they shall deem proper, at any time before the new securities shall have been issued and delivered to the Depositors or other parties entitled to receive them, to alter, modify, depart from or abandon the plan of readjustment, or any part thereof except as in said plan provided. They may at any time or times, after any such partial abandonment, restore to the plan any abandoned part or parts thereof, and may seek to carry the same into effect as fully as if such part or parts had not been abandoned. They may also attempt to carry the plan into effect rather than to abandon the same, or adopt a modified or substitute plan as hereinafter provided, even though it be manifest that, as carried out, the plan must depart from the original plan or from some part thereof. Any change or modi- fication made by the Committee shall thereupon become and be part of the plan and this agreement; and all provisions concerning the present plan shall apply to the plan so changed or modified. In case any modified or substitute plan shall, in the opinion of the Committee, substantially meet the requirements stated in sub-divisions (1), (2) and (3) of Article IX. of the plan, or shall so nearly meet such requirements that in the opinion of the Committee the submission of the substitute or modified plan to the depositors is unnecessary, the Committee may proceed with the execution of such modified or substitute plan as though the same had been herein set forth in full and expressly assented to by each Depositor. If, however, any modified or substitute plan shall so far depart from said requirements that in the opinion of the Committee it is advisable that the same should be submitted to Depositors, the Com- mittee shall file a statement of such proposed change or modification with the Depositaries, and give notice of the fact of such filing as here- inafter provided in Article Twelve; and within three weeks after final puVjlication of such notice all holders of the outstanding Certificates of Deposit for such particular class or classes of obligations or claims so affected by any such change or modification may surrender their respec- tive Certificates and withdraw their obligations or claims of such par- ticular class or classes, or the proceeds thereof or substitutes therefor, then under the control of the Committee, to the extent applicable in respect of such Certificates of Deposit; provided, however, that in every case of withdrawal and cancellation any certificate holder withdrawing shall make payment pro rata of his share of the expenses of said Com- mittee, as apportioned by them, which expenses shall not exceed the sum of $10 for each $1000 of obligations or claims withdrawn. Every Depositor not so surrendering and withdrawing within such three weeks after final publication of said notice shall be deemed to have assented REORGANIZATION OF CORPORATIONS. 1823 to the proposed change or modification, and whether or not otherwise objecting, shall be bound thereby as fully and eflfectively as if he had actually assented thereto. In every case of withdrawal, any amounts actually collected by the Committee on the deposited obligations or claims will, in case of such withdrawal, be accounted for by the Com- mittee to the Depositors for such obligations or claims. In case the Committee shall finally abandon the entire plan, the obligations and claims deposited hereunder shall be delivered to the several Depositors in amounts representing their respective interests upon surrender of their respective certificates and payment of such expenses as shall have been incurred by the Committee, and the Committee shall have power, in their discretion, to determine and to apportion among the several classes of obligations and claims deposited hereunder the share of ex- pense to be borne by each. The Committee shall not be liable for loss of any money disbursed or expended by them for the purposes of the plan or of this agreement, nor for any depreciation in value of any property jjurchased by tliom, and the Depositors shall have no claim for the repayment of any such moneys except to the extent of their ratable shares of such moneys or their proceeds at the time remaining in the hands of or subsequently collected by the Committee after payment of all such expenses. Seventh. The Committee may proceed under the plan and this agree- ment or any part thereof in such manner as to them shall seem advisable. The Committee may, in their discretion, purchase obligations of or claims against the Company and deposit the same subject to said plan and agreement, and may provide for the pjirchase price thereof by the sale of obligations and claims of the Company, or of any new company which may be organized for the purpose of carrying out said plan. Any action contemplated in the plan and this agreement to be performed on or after completion of the plan of readjustment may be taken by the Committee at any time when they shall deem the plan advanced suffi- ciently to justify such course, and the Committee, as they may deem necessary, may defer the performance of any provision of the plan and this agreement, or may commit such performance to the Company or any successor Company. They may also in their discretion set apart > and hold in trust, or place in trust, any part of the new securities to be issued, as they may deem judicious for the purpose of securing the application thereof for any of the purposes of the plan and this agree- ment or for the uses of the Company or of a new company. Eighth. From time to time, for the purpose of carrying said plan and this agreement into effect, or of obtaining assents thereto, the Committee, either generally or in specific instances, may make contracts with any person, syndicate or corporation in respect of any matter connected with said readjustment including an agreement to submit to any person, firm or Committee any modification of the plan before adopting the same; and in their discretion, either generally or in specific instances, and upon such general or special terms and conditions as they may deem proper, may arrange to jirocure the deposit of obligations or claims hereunder or to purchase and deposit the same; they may also, from time to time, by loan, guaranty, or by sale of the new securities to be created, or otherwise, upon such terms, conditions and rates as said 1824 CORPORATION FORMS AND PRECEDENTS. Committee shall deem proper, obtain any moneys required to carry out the plan and this agreement; and for the performaiu'C of any contract made by them said Committee may charge the deposited obligations and claims, and may pledge the same for the payment of any moneys bor- rowed and interest thereon, and the performance of any other obliga- tions incurred under the powers herein conferred. The Committee may employ counsel, agents and all necessary assistance, and may incur and discharge or assume the payment of any and all expenses by them deemed reasonable for the purpose of this agreement. The compensation and expenses of the Committee shall be paid as part of the readjust- ment by the Company or by any new Company to be formed. The Com- mittee may prescribe or approve the form of all instruments at any time to be issued or entered into. The Committee may, at public or private sale, or otherwise, dispose of any securities or claims left in their hands because of any failure or default on the part of the depositor to make deposits or payments hereunder. In so disposing of any such securities or claims thus left in their hands, they may use the same or the proceeds thereof for the purpose of carrying out the readjustment or defraying any expense thereof in such manner as they may deem expedient and advisable. At the time of the creation of the new secur- ities, or as soon thereafter as may be, the Committee may take such action as they may deem necessary to guard against the issue of par- ticular securities in any manner or to any extent inconsistent with the purposes of the plan. Ninth. The Committee, under this agreement, shall have the sole control, direction and management of the said plan. The concurrent action of a majority of the Committee shall be the action of all the Committee, and no action shall be taken except with the assent of at least a majority of said Committee. In case of the resignation, death or inability to act of any member of said Committee, his successor may be appointed by a majority of the other members of the Committee, and the person so appointed shall have all the powers conferred hereby upon a member of said Committee. All the powers conferred by this agree- ment upon the Committee shall be exercised by the persons who for the time being constitute such Committee. The Committee undertake to endeavor to execute the plan and this agreement, but neither the Committee nor the Depositaries assume any individual responsibility for the execution of the plan or of this agreement, or any part of either, nor for the result of any steps taken or acts done for the purposes thereof. Nor shall the Committee or the Depositaries be individually liable for any act or omission of any agent or employee selected by them, nor for any error of judgment or mistake of fact or law, nor in any case except for his, its or their own individual willful malfeasance or neglect; nor shall any member of the Committee be liable for the acts or defaults of any other member thereof or of the Depositaries. The Committee shall have the right to sell, or cause to be sold, any securities of any new Company not required for exchange under said plan, for the purpose of procuring cash to purchase any obligations or claims that in the opinion of the Committee should be purchased for deposit under the plan. The Committee shall have the right to form, or procure the formation of, any syndicate or syndicates which they may deem REORGAxMIZATION OF CORPORATIONS. 1825 necessary or advantageous for tne purpose of providing funds needed for any of said purposes, and any of them may aet as members or man- agers of any such syndicate or syndicates without being accountable to the Depositors, or any of them, and the terms of any such syndicate shall be fixed by the Committee, and as so fixed shall be binding and conclusive upon all parties. The Depositaries shall dispose of the deposited obligations and i-laims of the Company in such manner as the Committee or a majority thereof may from time to time direct, and any direction given by the Committee or by a majority thereof as to any matter whatsoever shall be full and sufTiciciit authority for any action of the Depositaries. The accounts of the Committee shall be audited by a certified public accountant, and filed with the Board of Directors of the Company, or any successor Company within one year after the read- justment shall have been completed. The accounts, when approved by such Board of Directors, shall be final, binding and conclusive upon all parties having any interest therein, and thereupon the Committee shall be discharged. The acceptance of new securities by any Depositor shall prevent such acceptor from questioning the conformity of such securities in any particular to any provisions of i\>} plan. Tenth. The enumeration of specific powers hereby conferred shall not be construed to limit or to restrict general powers herein conferred or intended so to be; and it is hereby distinctly declared that it is intended to confer on the Committee, in respect of all obligations and claims deposited or to be deposited, and in all other respects, any and all powers which the Committee may deem necessary or expedient in or towards carrying out or promoting the purposes of the plan and this agreement in any respect as now existing, or as the same may be modified or amended, even though any such power be apparently of a character not now contemplated; and the Committee may exercise any and every such power as fully and effectively as if the same were herein distinctly specified, and as often as, for any cause or reason, they may deem expedient. The methods and means to be adopted for or towards carry- ing out said plan of readjustment and this agreement shall be entirely discretionary with the Committee.^ Eleventh. The claims and obligations deposited under the plan and this agreement, and all obligations and claims purchased or otherwise acquired under this agreement, shall remain in full force and effect for all purposes, and shall not, unless the Committee shall otherwise direct, be deemed merged, satisfied, released or discharged by any delivery of new securities; and no legal right or lien shall be deemed released or waived. Any purchase or purchases by or on behalf of the Committee shall vest the property purchased in the Committee free from all inter- est or claim on the part of any stockholders, creditors or other parties. No right is conferred or created hereby, nor is any liability or obligation incurred, by the plan and this agreement, or assumed hortnnii37 defer the performance of any provision of this Agreement or may com- mit such performance to the New Company ami may cause the New Company to pay any indebtedness authorized or incurred by the Com- mittee and to assume any obligations which in the judgment of the Committee may be necessary or proper in order to carry out the Plan ami Agreement of Reorganization. It may also, in its discretion, set apart and hold in trust, or place in trust with any company, »any part of the new securities, or cash or otherwise as it may*deem judicious for the purpose ui securing the application thereof for any of the purposes of this Agreement or the uses of the New Company or its successor. Any cash or securities not needed by the Committee for the purposes of the Plan shall be by it turned over to the New Company, and any securities of the New Company so turned over to the New Company shall be treated as treasury securities. Elever.th. From time to time for the purpose of carrying this Agree- ment into effect or of obtaining assents thereto, the Committee, either generally or in specified instances, may make contracts with any person, syndicate or corporation in respect of any matter connected with the reorganization, and in its discretion, either generally or in specific in- stances, and upon such general or special terms and conditions as it may deem proper, may arrange to procure the deposit of securities here- under, or purchase and deposit the same. The Committee may employ counsel, agents and all necessary assistants, and may incur and dis- charge any and all expenses by it deemed reasonable for the purposes of the Plan. It may prescribe or approve the form of all securities, mortgages and all instruments at any time to be issued or entered into. Tweltth. The Committee shall have the sole control, discretion and management of this Plan and Agreement. It shall have power to make equitable provision for any ease of lost or destroyed bonds, notes, cer- tificates of stock, claims, certificates of deposit or other obligations, and to provide for and make such issues of convertible securities as shall be necessary to properly represent any fractional interest in the new securities, and it may, in its discretion, settle for and adjust any such fractional interest in cash. In case it shall deern it advisable for any reason it may issue temporary or interim certificates to represent new securities. The Committee may at any time increase the number of members to constitute such Committee, and may by a majority vote appoint such additional members, and may likewise fill any vacancy, but need not necessarily do so, and the Committee, as at an^ time con- stituted, notwithstanding any vacancy, shall have all the powers, rights and interests of the Committee as originally formed. Any member of the Committee may resign by giving notice of his resignation in writ- ing to the Chairman of the Committee, or to all the other members. The affirmative vote of the majority of the members of the Committee, as at any time constituted, shall be necessary for the passage of any resolution (but a member of the Committee may vote by pro.xy at any meeting of the Committee), and such affirmative vote of the majority shall be final and binding upon the Committee. It shall not be necessary for the members of said Committee formally to meet in order to take any action, provided they agree unanimously on any matter and embody such action in writing signed by every member of the Committee- 1838 CORPORATION FORMS AND PRECEDENTS. Thirteenth. The Committee undertakes to endeavor to execute this riau and xigrecment of Eeorganizatiou, but neither it, nor any of the members thereof, nor the Depositaries, nor either of them, assume any personal responsibility for the execution thereof or any part thereof, or for the result of any steps taken or acts done for the purposes thereof. Neither the Committee, nor any member thereof, nor the Depositaijes, nor either of them, shall be personally liable for any act or omission of any agent or etiiployee selected by them, or any of them, or for any error of judgment or mistake of law or fact, or in any case, except for its or their own wilful misconduct. The Committee may act by any sub-committee or agents, and may 'delegate any authority, as well as discretion, to any sub-committee or agent. It shall have the right to form or procure the formation of any syndicate or syndicates, or to enter into any underwriting agreement which it may deem necessary or advantageous for carrying out the purposes of this Plan, upon such terms and conditions as it may deem advisable. The terms of any such syndicate or underwriting agreement shall be fixed by the Committee and as so fixed shall be binding and conclusive upon all parties. The Committee, or any member thereof, and the Depositaries, or either of them, may be or become pecuniarily interested in any contracts, prop- erty or matters which this Agreement concerns, including participation in or under any syndicate or underwriting agreement as managers, members, subscribers, or otherwise. Any direction given by the Com- mittee shall be full and sufiicient authority for any action of the Depositaries, or either of them, the Trustees of the Indentures securing the Bonds and Gold Notes and Trustees in Bankruptcy, the Trustees of any of the Mortgages on the properties of the Subsidiary Companies, or any sub-committee, attorneys or agents. The Depositaries shall incur no liability for anything done or permitted at the request or direction of the Committee, the securities deposited, except the deposits cf Creditors prior to a Plan of Eeorganizatiou being declared operative, being intended to be wholly at the order and under the control of the Committee, nor shall the Depositaries be liable under any circumstances whatsoever except for their own wilful misconduct. Except as to De- positing Creditors all such directions or instructions given to, or such powers conferred upon, or such acts by the Depositaries or either of them, the Trustees under the Indenture securing the Bonds and Gold Notes, or the Trustees of any of the Mortgages on the properties of the Subsidiary Companies, and the Trustees in Bankruptcy, shall be binding upon the Depositors, notwithstanding the termination of the Plan, or the abandonment or modification thereof, or the return of the securities. The accounts of the Committee shall be filed with the Board of Directors of the New Company within one year after the reorganization shall have been, completed, and when approved by such Board of Directors shall be final, binding and conclusive upon all parties having any interest therein, and thereupon the Committee shall be discharged. The acceptance of the new securities by any Depositor shall estop such depositor from questioning the conformity of such securities in any particular to any provisions of the Plan, and the acceptance of new securities by holders of a majority in amount of Certificates of Deposit shall constitute full ratification of all the acts and proceedings of the Committee. REORGANIZATION OF CORPORATIONS. 1839 Fourteenth. The securities deposited uuder this Agreement, and ail securities and claims purchased or otherwise acquircil under this Agree- ment, shall remain in full force and efifect for all purposes, and shall not be deemed merged, twitisfied, released or discharged l>y the delivery of new securities, and no legal right or lien shall be deemed released or waived unless in its discretion in carrying out this Plan the Com- mittee shall so provide; but said bonds, notes and other claims and any judgment upon any of such claims, including claims and judgments for deficiencies, and all liens and equities shall (except the Committee shall otherwise provide) remain unimpaired, and may be enforced by the Com- mittee, or by any assignee of the Committee, until paiil or satisfied in full or expressly released. Neither the Committee nor any Depositor shall, by becoming parties to this Agreement, release, surrender, waive or merge any lien, right or claim which they may have, in favor of any other creditors or any stockholders of the Company, and all such liens, rights or claims shall vest unimpaired in the Committee and their assigns. Upon the completion of the Reorganization all claims, rights or demands by or on account of deposited bonds, notes or other obligations, indebtedness and claims as against assenting stockholders, on account of alleged stockholders' liability, shall be waived and re- leased and the certificates of stock returned to the Depositors or be otherwise disposed of as said Committee may determine. No right is conferred or created hereby, nor is any liability or obligation incurred by this Agreement, or assumed hereunder in favor of any Depositor with respect to any securities or claims deposited under this Agreement, or any moneys paid to or received by the Committee or the Depositaries hereunder, or with respect to any property acquired by purchase at any foreclosure or other sale, or with respect to any new securities to be issued hereafter, or with respect to any other matter or thing, but this Agreement shall be construed as strictly an Agreement between the parties and as solely affecting and relating to the Committee, Depos- itaries and Depositors hereunder. Fifteenth. Anything ' herein to the contrary notwithstanding, the Deposit Agreement of , 19...., shall remain in full force and effect and the Committee therein named shall continue to have all the powers and rights vested in them by said Agreement, but saiii Deposit Agreement shall not apply to depositing Creditors hereunder who are not parties thereto. Sixteenth. This Plan shall bind and benefit the several parties hereto, their and each of their survivors, Iumfs, executors, administrators, successors and assigns. Seventeenth. The Depositaries, or either of them, may resign or may at any time be removed by the Committee. The resignation of a De- positary shall become effective by a notice of a desire of the Depositary to resign given to the Chairman of the Committee, or to any two other members of the Committee, at least fifteen (15) days before such resig- nation becomes effective, unless the Committee shall waive such notice and accept a shorter notice. A successor as Depositary may be ap- pointed by the Committee in the event of the resignation or removal of either Depositary. Such successor shall be vested with all the powers, rights, duties and obligations of the original Depositary appointed here- 18-40 COKPORATION FORMS AND TKECEDENTS. under with the same effect as if such Depositary so appointed had been originally a party to this instrument. The Depositary who shall resign or be removed shall deliver to the new Depositary who may be appointed, the securities or property depos- ited with it by the Depositors, or the securities or property deposited with it by the Committee for delivery to the Depositors, and the De- positary for the time being shall comply with the obligations of any predecessor Depositary issuing receipts thereunder with the same effect as though issued by such Depositary. The Depositaries shall not be responsible or liable as to the validity or regularity of any of the Securities, Notes or Claims deposited hereunder. Neither shall the Depositaries be liable for any act or omission of any agent or employee selected by them or either of them in good faith, or for any error of jutlgment or mistake of law or fact, or in any case, except for its own wilful misconduct. Neither shall one Depositary be liable for the acts -jr conduct of the other Depositary. The term "Depositaries" wherever used in this instrument shall refer in every instance to the Depositaries who may at the time be acting as such under this Agreement. In witness whereof, the members of the Committee and the Depos- itaries have subscribed their names to this Agreement as of the day and year aforesaid, and the parties of the second part have deposited their bonds, stocks, notes and claims and accepted certificates of deposit therefor from the Depositaries or one of them. I** Eeorganization Committee. Trust Company, as Depositary, By Vice-President. Bank, as Depositary, By Vice-President. See Forms 20G0-2062, supra, and notes thereunder. Form 2066. CERTIFICATE OF DEPOSIT OF CLAIM UNDER REOR- GANIZATION AGREEMENT. No Aggregate Amount $ Company. Certificate of Deposit for Claims on Open Account. Under Plan and Agreement of Reorganization dated , 19.... This is to Certify that has deposited with the Undersigned, as one of the Depositaries under a certain Plan and Agree- ment for the Eeorganization of the Company, dated REOROANTZATIOX OF rORI>ORATIOXS. 1841 , 19...., the hereinafter licscribed Claims on Open Aiiount against the Company, to-wit: Amount due on Open Account for merchandise sold to the Company of the total ajjgregate amount, as allowe Second. The Committee may, from time to time, add to its number by electing, by the votes of a majority of its members as from time to time constituted, an additional member or additional members, and the member or members so elected, together with those herein named or their successor or successors, shall constitute the Committee under this agree- ment, with like force and effect as if they were specifically herein named as parties of the second part. In case at any time- a vacancy shall occur in the Committee by death, resignation or otherwise, such vacancy may be filled by a majority of the other members of the Committee by the selection and appointment of a successor to fill such vacancy, and said successor shall halve, and may exercise, all power and authority under this agreement previously possessed by the person in whose place he shall have been selected and appointed, and to the same extent and effect as if he were herein named as one of the Committee. The Conl- mittee as at any time constituted, and notwithstanding any vacancy, shall have all the powers, rights and interests of the Committee as originally formed. Third. Holders of the first mortgage bonds may become parties to this agreement by depositing under the terms hereof, within such period as the Committee may limit for that purpose, with the Trust Company of New York (which is hereinafter termed the De- positary), their bonds in negotiable form and bearing the coupon of January 1, 1912, and all subsequent coupons. The deposited bonds shall be held by the Depositary, subject to the order of the Committee. For RP]OROAXIZATIOX OF CORPORATIONS. 1845 every such deposit, certificates of deposit issued by the Depositary, transferable as the Committee may determine and in such form as may be approved by the Committee, shall be delivered to depositors. The deposit of bonds and the acceptance of a certificate or certificates of deposit therefor, shall have the same force and t-fTect as though the depositor had in fact subscribed this agreement. Upon the transfer of any certificate, the transferee shall for all purposes be substituted for the prior holder, and the registered holders for the time being of the respective certificates of deposit may be treated as the absolute owners thereof and entitled to all rights of the original depositor. Fourth. The Committee may act, except as hereinafter otherwise provided, by a majority of its memljcrs either at a meeting or in writ- ing without a meeting. Any member of the Committee may vote or act by proxy (who may be another member of the Committee), and the vote or act of such proxy shall be as effective as the vote or act of the member appointing such proxy. The Committee may limit or extend the time within which, and fix the conditions under which, deposits may be made under this agreement, anil, either generally or in special in- stances, may, in its discretion, accept deposits after the time limit has expired. The Committee shall have the power to employ such deposi- taries, counsel, attorneys, or agents as shall be necessary, and shall be entitled to reasonable compensation for their services, and the bonds deposited under this agreement are charged with the payment of such expenses and compensation, and for the purpose of securing the funds necessary to malic any such payment, the Committee may borrow money, and if any sum shall be collected by the Committee upon the deposited bonds or coupons, the Committee may apply such moneys to the pay- ment of any sums so borrowed. Neither the Committee, nor any of its members, shall be personally liable for any act or omission of any coun- sel, attorney, or agent selected in good faith, nor for any error of judg- ment or mistake of law. No member of the Committee shall be liable for the act or acts, default or defaults, of any other member nor for anything but his own individual wilful misconduct. Any member of the Committee may resign by giving notice in writing to the other members of the Committee. Any member of the Committee may him- self make deposits under this agreement, and any member, and any firm or corporation of W'hich he may be a member or officer, and any depositary, its officers and agents, may be or become pecuniarily inter- ested in any property or matters connected with this agreement which this agreement, or any plan and agreement of reorganization or read- justment which the Committee may adopt or approve, as hereinafter provided, or otherwise, or in which said Company may directly or indirectly be in any way interested or concerned, and may be or become pecuniarily interested in any purchase from the Com- mittee pursuant to this agreement, and may contract with the Com- mittee or may be a member or a manager of any other Committee or svndicate or corporation or association which may contract with the Committee or which may be formed in contemplation of or in connec- tion with any plan and agreement of reorganization or readjustment or purchase. The Depositary shall be liable only for reasonable care in 1846 CORPORATION. FORMS AND PRECEDENTS. the safe keeping of the deposited first mortgage bonds and for dealing therewith in accordance with the directions of the Committee. Fifth. The Committee shall have power, if and whenever in its judgment it shall become advisable so to do, to adopt a plan and agree- ment for the readjustment of the capitalization or for the reorganiza- tion of the Company with or without foreclosure and sale; or tlie Com- mittee may approve any plan and agreement for such reorganization or readjustment, although not prepared by the Committee. Any such plan and agreement may be adopted or be approved by the Committee before a sale of the property embraced in the First Mortgage, and may provide for the sale of the deposited first mortgage bonds or for the readjustment of the indebtedness represented thereby or for the sale or resale, in whole or in part, of the property embraced in the . First Mortgage or other property which such plan or agreement may deal with or concern, and the Committee may, as may be prescribed or contemplated by such plan or agreement, sell the deposited first mort- gage bonds or may sell the new securities representing the deposited first mortgage bonds, in whole or in part. Such plan or agreement may provide for the acquisition of other property which in the opinion of the Committee may be advantageous; for the organization of such cor- poration or corporations as may be deemed suitable, and for the acquisi- tion in any manner by such corporation or corporations, or by any other corporation, directly or indirectly, through stock or obligations representative thereof, or otherwise, of such property; for the issue, dis- position and distribution of all or any of the stock or obligations of the new corporation or corporations, and for the raising of any sums m cash deemed necessary by the Committee in its discretion for any of the purposes of the reorganization or readjustment. , Any such plan or agree- ment may contain any terms and provisions, and confer on the Com- mittee or upon any other committee under such plan and agreement, or on the managers thereunder, any powers and discretion which the Committee may deem expedient, and may impose such conditions on participation therein, or in the benefits thereof, as the Committee may deem wise. ' Sixth. Whenever the Committee shall adopt or approve any plan or agree- ment of reorganization or readjustment, or, without such plan or agree- ment, shall determine to make sale of the deposited bonds or of any »ew securities at a price netting less than the face amount of the bonds and interest deposited hereunder, a copy of such plan and agreement or a state- ment of the terms of such proposed sale, shall be lodged with the Deposi- tary, and thereupon a brief notice of the fact of such adoption or approval or of the fact of such proposed sale shall be given by the Committee by publication twice a week for three weeks in two newspapers of general circulation published in the City of New York and also in two similar newspapers published in the' City of Chicago, Illinois, and likewise in the City of Milwaukee, Wisconsin, and also through the mails, registered and postage prepaid, to the registered holders of certificates of deposit, addressed to each such registered holder at the address of such registered holder on the books of the Depositary or, in default of such address on said books, at the General Post Ofiice, New York City, N. Y., and such deposit in the mails shall be conclusive notice, as of the date of such deposit, to all REORGANIZATIOX OF CORPORATIONS. 1847 the Depositing Bondholders and to all holders of certificates of deposit, of the adoption or approval of such plan and agreement by the Comiiiittee and of the lodging of a copy thereof with the Depositary, or of such proposed sale and of the terms thereof and of the lodging with the Deposi- tary of such statement of the terms thereof. Within such period after the deposit of said notice anceipts will be issued and application will be made in due course for the listing of the same on the New York Stock Exchange. Copies of the Agree- REORGAMZATIOX OF CORrORATIOXS. 1851 ffient may be obtained from the Depositary or from any member of the Conmiittco. New York, Deeemljor 14, 1911. ■ , Chairman, (President National Bank), Wall Street, New York. » ( & Son), Wall Street, New York. > (Vice-President The Trust Company), Broad Street, New York. > (President The Company), Milwaukee, Wis. Committee. • ••••. > Secretary. Broad Street, New York. J Counsel to the Coininitloe, Wall Street, New York. The Trust Company, Depositary. See for dojiosit agreement referred to in above notice, Form 207.3, post. See for bondholders' deposit agreement. Form 2069, supra. See Form 2068, supra, and notes thereunder. Form 2073. STOCKHOLDERS' PROTECTIVE AGREEMENT REFERRED TO IN PRECEDING FORM. This Agreement made this 14th day of December, 1911, between holders of preferred stock of the Company, who may deposit their stock as hereinafter provided (hereinafter called "Depositors"), parties of the first part, and , , , , and , as a committee (hereinafter called the "Committee"), parties of the second part: Witnesseth: Whereas it is desirable that the interests of the holders of the preferred stock of the Company (hereinafter called the "Company"), be protected and advanced and this can best be done by a committee of said preferred stockholders; Now, therefore, the parties hereto agree as follows: First. The above named parties of the second i)art are hereby consti- tuted and appointed the Committee and agents of the Depositors, with authorUy on behalf of the Depositors and each of them to act in the inter- ests and for the protection of the Depositors, and to take such measures and to do such acts as they may deem ])roper to olYect saiil purpose, in such manner and upon such terms as the Comuiittec shall deem wise. 1852 CORPORATION FORMS AND PRECEDENTS. Second. Holders of shares of the preferred capital stock of the Com- pany mar become parties to this Agreement, by depositing under the terms hereof, within such period as the Committee may from time to time limit for that purpose, their certificates for said preferred stock, duly endorsed in blank for transfer, and with the necessary stock transfer tax stamps attached, with The Trust Company (hereinafter called the "Depositary"), of New York City, which will issue therefor, subject to the terms and conditions hereof, its certificates of deposit, which may be registered on books kept for that purpose by the Depositary. Any certificate of deposit so registered shall he assigned only on such books by the regis- tered owner in person or by attorney. Each of such certificates of deposit may be treated by the Committee and the Depositary as a negotiable instru- ment, and the holder for the time being may be considered and treated as the absolute owner thereof and of all the rights of the original Depositor of every character and neither the Committee nor the Depositary shall be atfected by any notice to the contrary. The Depositors so depositing their preferred stock and their transferees shall, by accepting such certificates of deposit, become parties hereto, with like effect as if signing this Agree- ment. The deposit of preferred stock with the Depositary shall transfer to the Committee the legal and equitable title thereto for the purposes of this Agreement, and all such preferred stock shall be subject to the order and control of the Committee, and the Depositary shall deliver the deposited preferred stock or any part thereof upon the written order of the Commit- tee, or a majority thereof, and shall not be under any liability to see to its application. The Depositary shall at all times be free from any liability or responsibility in dealing with or disposing of the deposited prefei'red stock as directed in writing by a majority of 'the Committee. Third. The Committee shall have and may exercise in its discretion all the rights and powers of the respective owners or holders of the preferred stock deposited hereunder, and shall have full power to take all such meas- ures and do all such acts as the Committee may deem proper in the interests of the Depositors. The Committee shall have and is hereby given any and all powers which it may deem necessary or expedient, for carrying out or promoting the purpose of this Agreement in any respect, though any such power be apparently of a character not now contemplated. The Committee may exercise any and every such power, whether herein enumerated or not, as fully and effectually as if the same were herein distinctly specified, and as often as for any cause or reason it may deem expedient, the methods to be adopted in carrying out this Agreement being entirely discretionary with the Committee. The Commitee also has power to construe this Agree- ment. Fourth. The Committee is especially authorized to transfer the deposited preferred stock, or cause the same to be transferred into the name of the Committee or its nominees; to attend in person or by proxy all meetings of the stockholders of the Company, and vote the preferred stock deposited hereunder on all questions which may come up at such meetings as fully to all intents as the Depositors might have done; to request or consent to any corporate action of the Company; to maintain any suit at law or in equity, and to take any action which the Depositors could have taken, to compromise or settle any such suit, and to intervene in any other suits or proceedings; to apply for the appointment of a receiver or receivers of the REOROAXTZATION OP' CORPrmATIOXR. 1853 Company; and to purchase, acquire, settle or pay all or any part of the indebtedness of the Company. No enumeration of special powers by any of the provisions of this Agree- ment shall be construed to limit any grant of general powers contaiueil in or conferred })y any of the provisions hereof. Fifth. The Committee may limit the time within which preferred stock may be received, may either generally or in specific instances extend any time so limited, and may impose penalties after any such limit shall expire. It may employ counsel, agents, clerks, and such otlier assistants as may be necessary. The members of the Committee shall be entitled to reasonable compensation for tlieir services not exceeding in the aggre- ;;ate one per cent, of the par value of the preferred stock deposited here- under and the expenses of the Committee slial! not exi-ccd one-half of one per cent, of such par value. The Committee may borrow money and may deposit or pledge the said preferred stock so deposited, or any other securi-* ties or property hold by it hereunder, as collateral security for the amount so borrowed, wlienever the Committee shall need to borrow money for the purposes of this Agreement or for the protection of tlie Depositors or the preservation of the property or to defray the expenses of carrying out this Agreement. There shall be no personal liability on the part of the Deposit- ors or any of them for any such expenses or compensation, or for any action undertaken or expense incurred by the Committee, but the Committee shall look solely to the security of the preferred stock or other securities or property subject hereto for the reimbursement of such expenses and compensation which are hereby made a charge upon the securities hereby deposited or at any time held hereunder pro rata. Any present or future member of the Committee or the Depositary may be or become pecuniarily interested in any of the property or matters which are the subject of this Agreement, including the right to become a member of any syndicate formed in connection therewith, or to become an oflScer or director or stockholder of any corporation which may be organized in connection there- with; and all actions of the Committee and Depositary taken in good faith shall be valid notwitlistanding any such interest. The power of the Com mittee to borrow money shall only be exercised with the concurrence of at least a majority of all the members of the Committee. Sixth. If the Committee shall at any time deem it expedient, it may terminate this Agreement and thereupon the preferred stock deposited here- under shall, on the order of the Committee and the surrender of the cer- tificate of deposit issued in respect thereof, be released from such dejiosil and returned to the holders of such certificates of deposit upon payment of their respective proportions of the expenses and compensation of said Committee as herein provided, which shall not, however, in such event exceed one-half of one per cent, of the par value of the preferred stock so rgturned. Seventh. The Committee is also authorized and empowered, if in the" judgment of the Committee such action is advisable, either before or after a sale of' the property of the Company, to prepare and adopt a ]dan, or to approve a plan jn-epared by others, for the reorganization of the Company or the readjustment of its capitalization or aflFairs, and to negotiate with all or any of the bondholders, creditors or stockholders of the Company in devising and carrying out such plan or plans on the part of the Deposit- 1854 CORPORATION FORMS AND PRECEDENTS. ors, unless their dissent be manifested as hereinafter indicated. And the Committee may in any such plan in its discretion recognize and make provision for any or all of the debts of the said Company, whether or not the same constitute liens on the mortgaged premises superior to the lien of the mortgage of the Company, and may also recognize and make provision for the stock, preferred and common, of the Company. Said plan or plans shall be in such form and contain such terms, powers and conditions as to the Committee shall seem equitable and fair. When the Committee shall have adopted such plan a copy of the same shall be filed with The Trust Company, at its office at No. Broad Street, in the Borough of Manhattan, in the City of New York, and a brief notice of such filing of the said plan shall thereupon be published by the Committee twice a week for two successive weeks in at least two newspapers published in the Borough of Manhattan, City of New York, and in one newspaper published in the City of Chicago, Illinois, and in one newspaper published in the City of Milwaukee, Wisconsin, and such filing of said plan and publication of notice shall be conclusive notice to all Depositors of the adoption of said plan by said Committee. Such plan or agreement shall become effective and binding on all Deposit- ors when assented to by Depositors holding certificates of deposit represent- ing a majority of the par value of the preferred stock deposited hereunder, but each Depositor shall be conclusively presumed to have assented thereto unless he shall within thirty days after the last publication of the notice of filing such plan have filed with the Depositary written notice of his dissent therefrom, specifying the date or dates and the number or numbers uf the certificates of deposit held by him. If Depositors holding certificates of deposit representing more than a majority of the par value of the pre- ferred stock deposited hereunder shall, within the time mentioned, so file notice of dissent, such plan shall not become effective, and the Committee may thereafter from time to time prepare or adopt or approve any other • plan or agreement and give notice thereof as above provided and any plan or agreement when assented to in manner above provided by Depositors holding certificates of deposit aggregating a majority of the par value of the preferred stock deposited hereunder shall be effective and binding on all Depositors; subject, however, to the power of the Committee thereafter to modify said plan and resubmit the same as modified to the Depositors. The Committee is under no obligation to enforce or carry out any plan which may have become effective as above provided. In case said plan, or any part thereof, or any other plan which shall have been approved by the Committee, shall become effective as above pro- vided, any depositor who shall have filed notice of dissent therefrom may, within ten days after the expiration of said period of thirty days, with- draw his preferred stock from deposit, upon surrender of his certificate of deposit therefor and upon payment of one-half of one per cent, of the par value of the preferred stock so withdrawn as his proportion of the expenses of the Committee. Eighth. The Committee is authorized to fill any vacancy in its number by vote or written appointment of the remaining members. Any member may resign by notice in writing to the Chairman. No member of the Committee shall be personally responsible for the acts or contracts of any other member, or personally answerable except for his own wilful miscon- REORGAMZATIOX OF CORPORATIONS. 1855 duct. The Coniinittee may add to its number. Twenty-four hours notice of meetings, by letter or telegram, shall be given, but such notice may be waived. Any iiiciiilier of the Committee may act at any meeting Vjy proxy who may but noetl not be another member of the Committee. A majority of the members of the Committee shall constitute a quorum, and the Com- mittee may act by vote of a majority of the members present at a meet- ing or by a writing signed by a majority of the members without a meeting. Notice of any .such action had without a meeting sliall be forthwith given to all members not participating therein. ' Ninth. The Committee shall at all times obey the reasonable instruc- tions of Depositors given either by a vote of the Depositors representing a majority in amount of the preferred stock deposited hereunder, at a meet- ing called by the Committee for the purpose upon reasonable notice, or evidenced by written instructions signed by the Depositors of sixty per cent, in amount of the preferred stock deposited hereunder. Any matter or question not herein provided for may also be submitted to the Depositors at a meeting called upon like notice, and such matter or question shall be determined by a vote of the Depositors representing a majority in amount of the preferred stock deposited hereunder given in person or by proxy, which determination shall be binding upon all parties hereto. Tenth. Any notice from the Committee to a Depositor may be given by mailing the same, with postage prepaid, to the address of the Depositor, as registered by him with the Depositary, and shall be deemed duly served upon such mailing. The Committee shall keep books of account and of its receipts and dis- bursements, and a record of its proceedings, and upon the termination of its duties, its account of its actual expenses and disbursements shall be filed with The Trust Company, and notice of such filing shall be published once in each week for two successive weeks in two newspajjers published in the Borough of Manhattan in the City of New York, and one newspaper published in the City of Chicago, Illinois, and one news- paper published in the City of Milwaukee, Wisconsin, and thereupon the Committee and each member thereof and the representatives of said members shall be discharged from all its and their duties, liabilities and obligations as to all Depositors except as to any Depositor who shall within sixty days after the last publication of said notice file notice of objection in writing with The Trust Company, which shall thereupon consider and pass iipon all objections so filed and the decision of The Company as to any matter so objected to shall be conclusive and binding upon the Committee and the objecting Depositor. Eleventh. The term "Depositors," as herein employed, shall be taken to mean the holders or registered owners of certificates of deposit issued pursuant hereto for preferred stock deposited hereunder. No stockholders whose stock shall not be deposited hereunder shall be entitled to any right or privilege by reason hereof. Twelfth. The Depositary shall act as the Agent of the Committee and shall be protected in acting or omitting to act on instructions from the Committee. In no case shall the Depositary be liable except for bad faith. The Depositary may resign and be discharged from all further obligations of every kind upon serving written notice of its resignation ujion the Committee. The Committee shall have the power to appoint a new 1856 CORPORATION FORMS AND PRECEDENTS. depositary at any time, and outstanding certificates of dejiosit shall have the same force as if issued by such new depositary. In Witness Whereof the members of the Committee have hereunto set their hands, and the Depositors have become parties hereto by depositing their securities hereunder as above set forth. Committee. See form next preceding and notes thereunder. Form 2074. NOTICE TO BONDHOLDERS AND STOCKHOLDERS OF PLAN AND AGREEMENT FOR REORGANIZATION. To Holders of Company First Mortgage Bonds, Preferred and Common Stocks and Certificates of Deposit: The several committees organized in December last to represent the interests of the holders of the bonds and shares of stock of the Company have approved a Plan of Eeorganization, and at the request of said committees the undersigned have agreed to act as the Reorganization Committee. The Plan and Agreement of Eeorganization is dated March 18, 1912, and lodged with the Trust Company of New York, as Depositary. Tn order to meet existing conditions, it was deemed essential to provide additional working capital and also to eliminate the mortgage lien which had recently prevented the company from securing necessary credit and financial accommodation. A new company is to be organized with an authorized capitalization of $16,500,000 par value of Seven Per Cent. Cumulative Preferred Stock and $26,000,000 par value of Common Stock. The capitalization of the present company, which, including the outstanding First Mortgage Five Per Cent. Bonds, now amounts to over $47,000,000, will be reduced about $9,710,000, as $5,192,000 par value of the new Preferred Stock is to represent the payment of an equal amount in cash. The new Preferred Stock is to be redeemable at 110 per cent., and any accrued cumulative dividends, and is to entitle the holders to dividends at the rate of 7 per cent, per annum, with cumulative provisions as set forth in the Plan and, if found practicable, to elect a majority of the directors. It will be entitled in case of liquidation to preference as to principal and any accrued cumulative dividends. The existing shares of Preferred Stock are to be assessed 20 per cent, and the Common Stock 10 per cent, of their par values, thereby providing a fund of $5,192,000, for which new Preferred Stock will be issued at par. This fund is to be used for the purposes and expenses of the reorganization and to supply the new company with additional working capital. REORGANIZATION OF CORPORATIONS. 1857 To assure the continuity of the management of the new company for at least five years and to further protect the interests of the present bond- holders, who will become entitled to more than two-thirds of all the new Preferred Stock, the Reorganization Committee is to cause the entire capital stock of tlic new company, except directors' qualifying shares, to be vested for a term of five years in Voting Trustees and to cause Voting Trust Certificates to be issued by such Voting Trustees for dis- tribution under the Plan, in lieu of the stock itself. It will be provided that the new company shall not create any mortgage lien upon its property so long as any of its Preferred Stock remains out- standing, unless the holders of at least 80 per cent, of such stock shall give their consent thereto either in writing, or by vote at a duly notified meeting specially called for the consideration of the gubject, and that, during the continuance of the Voting Trust, the consent in writing of holders of a like amount of Voting Trust Certificates for such stock shall also be required. Bondholders of the present company who shall deposit their bonds, with all coupons for interest maturing on and after January 1, 1912, will be entitled to receive in exchange therefor, upon completion of the reorganiza- tion, (1) the amount of the coupons due January 1, 1912, in cash, (2) the par amount of their bonds in preferred stock of the new company at par, and (3) in addition 35 per cent, of the par amount of their bonds in the common stock of the new company. This amount of new common stock is allotted to bondholders in consideration for the release of the mortgage lien and fixed charge. Preferred Stockholders who, in compliance with the Plan, shall deposit their stock and pay the assessment of 20 per cent, on the par value thereof, •will be entitled to receive, upon the completion of the reorganization, for each $100 of preferred stock deposited and cash assessment of $20 paid thereon, $20 in the preferred stock and $90 in the common stock of the new company at par. Common Stockholders who, in compliance with the Plan, shall deposit their stock and pay the assessment of 10 per cent, on the par value thereof, will be entitled to receive, upon completion of the reorganization, for each $100 of common stock deposited and cash assessment of $10 paid thereon, $10 in the preferred stock and $35 in the common stock of the new company at par. Messrs and T have agreed to act as Sjmdicate Managers, and have formed a syndicate to underwrite the assessments amounting to $5,192,000 on the preferred and common stock of the present company. *"Tho Plan of Eeorganization now submitted for approval was formulated by the Bondholders Committee acting under a Bondholders Agreement dated December 8, 1911, and was subsequently approved by the Stockholders Com- mittees. The purpose of the Bondholders Committee has been to preserve the preferential rights of the bondholders and to secure the necessary new funds and working capital by means of assessments on the stockholders. 1858 CORPORATION FORMS AND PRECEDENTS. If the bondholders had undertaken independently to foreclose and to take over the properties and carry on the business, they would have had to supply cash to the amount of fully $5,000,000, or 45 per cent, of the face value of their bonds. On the other hand, if no plan were adopted, foreclosure sale and liquidation might involve a serious shrinkage and substantial loss. The value of the property as a going concern is represented to be greatly in excess of any sum that could reasonably be expected to be realized by sale of the real and personal property on forced liquidation. The business and good will of the company and its organization and staff of skilled employees are elements of value which ought to be preserved for the benefit of the security holders and which might be wholly sacrificed if no Plan of Eeorganization were formulated. The enclosed letter of the President of the Allis-Chalmers Company dated March 23, 1912, describes the property and indicates the present financial condition and the present and probable future operations of the enterprise as reported to the Eeorganization Committee. (Letter is not included in these forms.) Bondholders and Stockholders must deposit their bonds and the certificates for their stocks with the Trust Company of New York, No. . , Wall Street, New York, as the Depositary of the Reorganization Committee prior to May 1, 1912, after which date no deposits will be received except upon such terms or penalties as the Reorganization Com- mittee may prescribe. Stockholders must pay ten per cent, of their respective assessments at the time of depositing their stock certificates. Application will be made in due course to list on the New York Stock Exchange the certificates of deposit issued by the Depositary under the Plan and Agreement of Reorganization. The Committee under the Bondholders Agreement dated December 8, 1911, has published a notice to the holders of certificates of deposit issued under said agreement that the Plan and Agreement of Eeorgan- ization has been approved by said Committee, and that the holders of such certificates of deposit will be deemed to have assented to said Plan and Agreement of Reorganization of March 18, 1912, unless they surrender their respective certificates of deposit and withdraw the bonds represented thereby prior to April 22, 1912, upon payment of their pro rata shares of the expenses and compensation of the Bondholders Com- mittee to date. Such certificate holders, howev.er, are nevertheless requested to surrender their certificates to the Depositary in exchange for new certificates to be issued under the Plan and Agreement of Re- organization. Holders of certificates of deposit issued under the Preferred Stock- holders Protective Agreement, dated December 14, 1911, or under the Common Stockholders Deposit Agreement, dated December 18, 1911, desiring to deposit under the Plan and Agreement of Reorganization may deliver their certificates of deposit to the Trust Com- pany of New York and pay ten per cent, of the respective assessments. Said Trust Company will issue interim receipts therefor and will there- upon surrender such certificates of deposit in exchange for the stocks REORGANIZATION OF CORPORATIONS 1859 represented thereby, ami upon receipt of such stocks will issue certifi- cates of Deposit under the I'lan and Agreement of Reorganization. New York, March 26, 1912. , Ciiairnian > ) > J Reorganization Committee. , Secretary. Counsel to Reorganization Committee, Depositary, Trust Company of New York. Address of Comiiiittee and Depositary, No Wall Street, New York City, where all comnuinications should be addressed. Form 2075. PLAN OF REORGANIZATION REFERRED TO IN PRE- CEDING FORM. PLAN OF REORGANIZATION Subject to the Terms and Provisions of Reorganization Agreement Dated March 18, 1912, and Lodged With Trust Company of New York. I. Present Capitalization. Totals. 1. First Mortgage Five Per Cent. Bonds $11,148,000 2. Seven Per Cent. Cumulative Preferred Stock 16,050,000 3. Common Stock 19,820,000 $47,018,000 II. Proposed New Capitalization. A new corporation is to be organized under the laws of such state as the Reorganization Committee may deem advisable, with an authorized capital stock of $42,500,000 divided as follows: 1. Seven Per Cent. Preferred Stock $16,500,000 Cumulative from January 1, 1913, at 5 per cent, per annum; from .January 1, 1901, at 6 per cent., and from January 1, 1917, at 7 per cent., but to be entitled to 7 per cent, from beginning if earned by new company and declared by its di- rectors. 2. Common Stock 26,000,000 $42,500,000 The holders of the new Preferred Stock are to be entitled to prefer- ence not only as to dividends but also as to principal and any accrued cumulative dividends in case of liquidation. If found practicable, 1860 CORPORATION FORMS AND PRECEDENTS. the new Preferred Stock is to have power to elect a majority of the board of directors and is to be redeemable at 110 and any accrued cumulative dividends. A Voting Trust of the new Preferred and Com- mon Stock, except directors' qualifying shares, will be created for five years, with five Voting Trustees, who are to be appointed by the Ee- organization Committee, and Voting Trust Certificates will be distrib-' uted in lieu of stock. It will be provided that the new company shall not create any mortgage lien upon its property so long as any of its Preferred Stock remains outstanding, unless the holders of at least 80 per cent, in amount of such stock shall give their consent thereto either in writing, or by vote at a duly notified meeting specially called for *the consideration of the subject and that, during the continuance of the Voting Trust, the consent in writing of holders of a like amount of Voting Trust Certificates for such stock shall also be required. III. Assessments on Outstanding Stocks. In order to provide for the expenses and other purposes of the re- organization and to supply the new company with additional working capital, the holders of the outstanding 'stocks of the Com- pany will be required to pay assessments in cash as follows: 1. Preferred Stock will be assessed 20 per cent. $3,210,000 2. Common Stock will be assessed 10 per cent. 1,982,000 $5,192,000 Ten per cent, of the respective assessments will be payable on deposit of the certificates for stock and the balance will be payable on or after October 1, 1912, on thirty days' notice by the Reorganization Com- mittee to be given as provided in the Reorganization Agreement. A Syndicate has been formed by and as Syndicate Managers to underwrite said assessments upon the terms of an Underwriting Agreement between them and the Reorganization Com- mittee to be lodged with the Depositary. IV. Distribution of New Securities. 1. New Preferred Stock 1. To holders of Five Per Cent. Bonds at par $11,148,000 2. To stockholders on payment of assessment at par 5,192,000 3. Surplus 160,000 $16,500,000 2. New Common Stock. 1. To holders of Five Per Cent. Bonds 35 per cent $ 3,901,800 2. To holders of Preferred Stock 90 per cent. 14,445,000 3. To holders of Common Stock 35 per cent. 6,9;!7,000 4. Surplus 716,200 $26,000,000 REORGANIZATION OF CORPORATIONS. Ib61 V. Besults to Present Holders of Securities of Company. Bondhohlers and Stockholders depositing under Plan and Agreement of Eeorganization will receive, on completion of reorganization, shares of new Preferred and Common Stock, or Voting Trust Certificates rep- resenting the same, as follows: 1. For each $1,000 Five Per Cent. Bond with coupon due January 1, 1912, and all subsequent coupons attached: 1. New Preferred Stock $1,000 2. New Common Stock 350 3. January 1, 1912, coupon in cash 25 2. For each share of $100 par value, of Preferred Stock, and pay- ment of 20 per cent, assessment, i. e., $20 in cash: 1. New Preferred Stock $20 2. New Common Stock 90 3. For each share of $100 par value of Common Stock, and pay- ment of 10 per cent, assessment, i. e., $10 in cash: 1. New Preferred Stock $10 2. New Common Stock 35 VI. Participation in tlie Plan and Agreement of Reorganization by holders of bonds or preferred or common stock of the Company will be dependent on the deposit of such bonds and the certificates for such stock in negotiable form with the Trust Company of New York, as Depositary, at No Wall Street, New York City. -Bonds must be deposited with the coupons matured January 1, 1912, and all subsequent coupons attached. All deposits must be made on the terms of the Plan and Agreement of Eeorganization, prior to May 1, 1912, after which date no deposits will be received except in the discretion of the Reorganization Committee. Depositors will be entitled only to such rights as are conferred by said Plan and Agreement of Reorganizatio 1. The Plan and Agreement of Reorganization is limited exclusively to the parties thereto, aud no trust or obligation in favor of any others whomsoever is intended to be created thereby or to be implied therefrom. , Chairman, Reorganization Committee. > Counsel to Reorganization Committee. , Secretary. Trust Company of New York, Depositary. 1862 CORPORATION FORMS AND PRECEDENTS. Address of Committee and Depositary, No Wall Street, New Tork City, where all communications should be addressed. New York, March 18, 1912. See Form 2068, s^ipra, and notes thereunder. See form next following for agreement for reorganization. Form 2076. AGREEMENT FOR REORGANIZATION. An Agreement dated this eighteenth day of March, 1912, between , > y ' ' •' and , who are hereby constituted a Reorganization Com- mittee (hereinafter called the "Reorganization Committee")? parties of the first part. All such Holders of First Mortgage Five Per Cent. Bonds, Preferred Stock and Common Stock of the Company as shall become parties to this agreement in the manner hereinafter provided (all of whom are herein called "Depositors"), parties of the second part, and Trust Company of New York as Depositary (hereinafter called the "Depositary"), party of the third part: Whereas the Company, a corporation organized under the laws of the State of New Jersey, has now outstanding $11,148,000 par value of its First Mortgage Five Per Cent. Bonds, $16,050,000 par value of its Seven Per Cent. Cumulative Preferred Stock and $19,820,000 par value of its Common Stock, and said Company has made default in the payment of the interest due January 1, 1912, on said bonds and has not adequate working capital to enable it efficiently to carry on its business; and Whereas, , , » > ^°*^ J were constituted a Committee under a certain Bond- holders Agreement dated December 8, 1911, and certain of said First Mortgage Five Per Cent. Bonds of the Company were deposited with the Trust Company of New York as De- positary under said Bondholders Agreement and said Bondholders Com- mittee has approved the Plan hereto prefixed together with this Agree- ment as a Plan and Agreement for the Reorganization of said Company: Now, therefore, this agreement witnesseth that the parties hereto, for and in consideration of the premises and of the promises herein contained and for the purpose of carrying out the foregoing I'lan of Reorganization, or any modification or amendment thereof which may be made or approved as hereinafter provided, hereby severally agree as follows: First. A printed copy of this Agreement, signed by a majority of the members of said Reorganization Committee, shall be lodged with the Trust Company of New York, which is hereby appointed the Depositary hereunder. The said Plan is hereby made a part of this Agreement with the same effect as though every provision thereof had been embodied herein, and the Plan and this Agreement shall be read as parts of one and the same instrument; but no estimate, statement, explanation, or suggestion contained in the Plan or in this Agreement, REORGANIZATION OF CORPORATIONS. 1663 or in any circular put forth by advertisement, or otherwise issuijd or published, or which may hereafter be issued or published, is intended or is to be taken or accepted as a representation or warranty, or as a condition upon which any deposit, subscription, assent or payment under the Plan and Agreement is made or given; and no defect or error therein shall release any deposit under the Plan and Agreement or affect any assent to the Plan and Agreement, or payment made, or anything done thereunder or in connection therewith. Participation in the Plan and Agreement in any respect whatsoever by holders of the First Mortgage Five Per Cent, bonds or preferred stock or common stock of the Company is dependent upon the deposit of such bonds and the certificates for such stocks with the De- positary prior to May 1, 1912; but, in its discretion, either generally or in special instances, and on such terms and conditions as it may see fit, the Reorganization Committee may extend or renew the period or periods within which such bonds and stocks, or any of them, may be deposited. The term "securities" whenever used herein shall be deemed to indicate and include such preferred and common stocks as ■well as such bonds. HoMers of securities not so deposited prior to May 1, 1912, or within such extended or renewed period or periods as shall be fixed and allowed by the Reorganization Committee for such deposit will not be entitled to deposit the same or to become parties to the Plan and Agreement or to share in the benefits thereof and shall acquire no rights hereunder, except upon obtaining the express consent of the Reorganization Com- mittee, which, in its discretion and upon such terms and comlitions as it may see fit, may withhold or may give such consent. All bonds must be deposited in negotiable form, and all certificates for stock must be deposited with such irrevocable assignments and powers of attorney as may be required by the Reorganization Committee in order to enable it to transfer to itself or to its nominee or nominees the complete and absolute title to the stocks represented by such certifi- cates; and all Depositors respectively agree at any time upon demand of the Reorganization Committee or of the Depositary to execute any and all transfers, assignments or writings required for vesting the com- plete ownership of the bonds and' stocks deposited hereunder in the Reorganization Committee or its nominee or nominees. All Depositors shall be entitled fo receive certificates of deposit ex- ecuted by the Depositary in such form as shall be prescribed or approved by the Reorganization Committee, specifying the respective bonds and stocks deposited hereunder. The holders of such certificates of deposit shall be entitled to the rights and benefits, and only to the rights and benefits, specified in the Plan and Agreement as accruing to the De- positors of securities of the class represented by such certificates of deposit respectively, or granted by the Reorganization Committee pur- suant to the powers conferred upon it; and the holder of any such cer- tificate of deposit, or of any certificate issued in lieu thereof or in exchange therefor, shall be deemed a party to the Plan and Agreement, and shall be entitled to the rights, and only to the rights, of the original Depositor under the certificate issued to him in respect of the securities therein mentioned. Such certificates of deposit and the interests rep- ) 1864 CORPORATION FORMS AND PRECEDENTS. resented thereby shall be transferable in the manner therein expressed, but only subject to the terms and conditions of the Plan and Agree- ment; and upon such transfer all rights of the Depositor in respect of the deposited securities represented by such certificates, together with all instalments of the assessments on deposited stock paid by the Depositor thereof or his transferee, and all rights under the certificate of deposit transferred, shall pass to the transferee, and the transferee and holder of such certificate of deposit shall, for all purposes, be substituted in place of the prior holders subject to this Agreement. The Reorganiza- tion Committee and the Depositary may treat each certificate of deposit as a negotiable instrument, and may treat any holder thereof as the absolute owner thereof -and of all the rights of the original Depositor of the securities in respect of which the certificate was issued, and neither the Reorganization Committee nor the Depositary shall be affected by any notice to the contrary. By accepting any such certifi- cate of deposit every recipient or holder thereof shall become thereby a party to the Plan and Agreement with the same force and effect as though an actual subscriber thereto. The term "Depositors" when herein used is intended and shall be construed to mean the holders for the time being of certificates of deposit, whether they be original holders or their transferees, and as including not only persons acting in their own behalf but also guardians, trustees, attorneys, agents and all other persons acting in a fiduciary capacity. Depositors of preferred stock must pay to the Depositary an assess- ment of $20 in respect of each share of such preferred stock deposited, and depositors of common stock must pay to the Depositary an assess- ment of $10 in respect of each share of common stock deposited. Ten per cent, of the respective assessments must be paid at the time of deposit of the certificates for the stocks and the balance in such instal- ments and on such date or dates, not earlier than October 1, 1912, as shall be fixed by the Reorganization Committee, by advertisement, as provided in Article Ninth hereof, of a notice or notices calling for the payment of such instalments, the first advertisement of the notice of any call to be at least thirty days before the date when the instalment therein called for shall be payable. Such payments must be receipted for by the Depositary, by stamping or otherwise, on the respective cer- tificates of deposit issued for deposited stock. All sums so paid to the Depositary may be used at any time by the Reorganization Com- mittee for any of the purposes of the Plan and Agreement. The Depositors of stock agree that prompt payment of the several instalments of cash payable in respect of the assessments on such stock is an essential condition to their rights under the Plan and Agreement, and that any Depositor who shall fail to make prompt payment of any instalment in respect of the assessment on his stock on or before such date as shall be fixed by the Reorganization Committee by such adver- tisement shall forthwith and without further or other notice or action cease to have any rights or to be entitled to any benefits under the Plan and Agreement, and in every such case the deposited preferred stock or common stock of such Depositor may be retained and used by the Reorganization Committee for the purpose of carrying out the Plan and Agreement, and unless so used or otherwise disposed of the REOROAXIZATlUN OF ( 'ORlMjJiA'lIONS. 1865 ownership thereof may be transferred to the new company when organ- ized and any sum or sums theretofore paid by the Depositors in respect of sufh assessment shall be forfeited and shall belong to the Reorganiza- tion Committee to be held or applied for any purposes of the Plan and Agreement. No defaulting Depositor shall be entitled to the return of any deposited stock or to the repayment of any sums theretofore paid in respect of the assessment thereon or to have any further inter- est or rights in respect thereof; but the Reorganization Committee, in its discretion, may waive any such default and may accept payment of overdue instalments from any Depositor at any time before final settlement of aicounts with the Underwriting Syndicate, and it may waive or remit any penalty imposed in respect of any default. Tn its discretion and upon such terms as it may deem proper the Re- organization Committee at any time may accept the surrender of any certificate of deposit issued hereunder and upon cancellation of such certificate may release and discharge from the Plan and Agreement and deliver in exchange for such surrendered certificate the deposited securities in respect of which such certificate was issued. In case of any such release of deposited securities the Reorganization Committee in its discretion thereafter may again receive the deposit of such secur- ities on the terms and subject to the provisions of the Plan and Agree- ment. Second. The Reorganization Committee shall be the sole and final judge as to when and whether sufficient assents and deposits have been received, and whether other conditions warrant it in declaring the Plan operative and in attempting to carry the same or any part thereof into effect; and it shall have power in its discretion at any time (notwithstanding anything that may have been done and not- withstanding any sale under foreclosure, or otherwise, of the assets of the Company), to alter, modify, depart from, or to aban- don the Plan, or any part thereof. At any time or times after partial abandonment or after any modification, it may restore to the Plan any abandoned part or parts thereof or discard any such modification, and it may seek to carry the Plan into effect as fully as if such part or parts had not been abandoned or such modification made, and from time to time, it may further alter, modify or abandon the Plan in whole or in part. In case of competitive bidding at foreclosure or other sale of the assets of the Company, it shall in its dis- cretion determine the maximum amount to be bid by it for any part or the whole thereof. It may also attempt to carry the Plan into effect rather than to abandon or modify the same, even though it be manifest that if carried out the Plan must depart from the original plan or some part thereof. Any change or modification when made by the Reorganization Committee shall thereupon become and be part of the Plan and Agreement, but in case of any intentional chanj^ or modifica- tion of the Plan, a statement of such change or modification shall be filed w-ith the Depositary. In ease of any such intentional change or modification which, in the judgment of the Reorganization Committee, would alter in substantial respects the relative interests of the deposit- ing security holders, or in case of any other change or modification which the Committee in its discretion shall desire to submit to the Do- 1866 COKPORATION FORMS AND PRECEDENTS. positors for approval, a statement of such change or modification shall be filed with the Depositary and notice of the fact of such filing shall be given as hereinafter provided in Article Ninth. Within ten days after final publication of such notice, any holders of outstanding cer- tificates of deposit issued in respect of the particular class or classes of securities affected by the change or modification mentioned in such published notice may surrender their respective certificates of deposit to the Depositary and may withdraw the deposited securities in respect of which such surrendered certificates were issued or the substitutes for or proceeds of such securities then under the control of the Re- organization Committee, and shall be entitled to the return of any assessments paid by them in respect of certificates for stock so with- drawn; provided, however, that in every case of such withdrawal the certificate holder shall pay to the Depositary, to the credit of the Reorganization Committee, a sum equal to his ratable share of the com- pensation, disbursements, expenses and liabilities of the Reorganization subscribers in repayment of sums theretofore paid or advanced by them under any syndicate agreement. Every holder of a certificate of deposit so withdrawing shall thereupon, without any further act, be released from the Plan and Agreement and shall cease to have any rights thereunder, and the securities represented by such certificate of deposit shall be released therefrom, and the exercise of such right of withdrawal shall release and discharge the Reorganization Committee and the Depositary from all liability of every character to every such withdrawing holder of a certificate of deposit. Every Depositor not so withdrawing within such ten days after final publication of such notice shall be deemed to have assented to the proposed change or modifica- tion and, whether or not otherwise objecting, shall be bound thereby as fully and effectively as if he had actually assented thereto. Any changes or modifications made by the Reorganization Committee as herein pro- vided shall become part of the Plan and Agreement, and all provisions hereof concerning the Plan or all reference thereto shall thereafter apply to the Plan as so changed and modified. In case the Reorganization Committee shall wholly abandon the original plan and every modified or substituted plan, the securities deposited hereunder or their proceeds and any securities received in respect thereof and other avails thereof then remaining under the control of the Reorganization Committee shall be delivered or trans- ferred to the several Depositors in amounts representing their respec- tive interests hereunder, upon surrender of their respective certificates, and upon payment of their respective shares of all compensation, dis- bursements, expenses and liabilities of the Reorganization Committee. In every case of withdrawal or release of securities from the Plan and Agreement under this article, or of final abandonment of the entire plan,' the Reorganization Committee shall apportion to the deposited securities of each class the share of such compensation, disbursements, liabilities and expenses, which, in the opinion of the Reorganization Committee, is fairly chargeable to the securities of that class, and any such apportionment made by the Reorganization Committee shall be binding upon all Depositors and shall be a charge upon the deposited securities and the avails thereof. In any such case, any moneys paid REORGANIZATION OF CORPORATIONS. 1867 by Depositors of stock of either class pursuant to the provisions of the Plan and Agreement, or any property acquired therewith, or the pro- ceeds thereof when recidvod, rtMiiaining after deducting therefrom the share of compensation, disbursements, iiahiiities and expenses incurred by the Reorganization Committee apportioned to Depositors of stock of that class and not already reimbursed, shall be returned to such Dei)OHitors, upon surrender of their respective certificates of deposit, pro rata according to the, payments represented by such certificates respectively. The Reorganization Committee, however, shall not be held responsible for loss of any money disbursed or expended by it for the purposes of the Plan and Agreement, nor for any depreciation in value of any j)roperty or securities, and the Depositors shall have no claim to the repayment of any such moneys, except to the extent of their ratable shares of such moneys or the avails thereof at the time remaining in tlie hands or under the control of the Reorganization Conunittee after the payment of such compensation, disbursements, liabilities, and expenses. The pecuniary liability of the. Depositors shall in any event be confined to the assessments provided in the Plan ami to a charge upon the deposited securities, and no liability in excess thereof shall be assessed against the Depositors. Third. The Depositors hereby irrevocably request the Reorganiza- tion Committee to endeavor to carry the Plan into practical operation in its entirety, or with changes therein as hereinbefore provided, or to such an extent and in such manner and with such conditions, exceptions and modifications as the Reorganization Committee shall deem to be for the best interests of the Depositors, and the Depositors hereby agree that the Reorganization Committee shall be, and it is hereby, vested with all the rights, powers and authority necessary or proper to enable it to carry out the Plan and Agreement in its entirety, or in part, or to such extent, in such manner and with such additions, exceptions and modi- fications as the Reorganization Committee shall deem to be for the best interests of the Depositors. This Agreement is to be liberally con- strued to enable the Reorganization Committee to carry into effect the Plan, whether in the form hereto attached or as changed or modified pursuant to the provisions hereof. The Reorganization Committee may construe the Plan and Agreement and its construction thereof or action thereunder in good faith, acting under advice of counsel, shall be final and conclusive. It may supply any defect or omission or reconcile any inconsistency or remove any ambiguity in such manner and to such extent as it may deem necessary or expedient to carry out the Plan and Agjieement properly and effectively, and it shall be the sole judge of "such necessity or expediency. Every Depositor of securities, for him- self and not for any other, in consideration of the benefits to be received under the Plan and Agreement, does hereby sell, assign and transfer to the Reorganization Committee, its successors, assigns or nominees, each and everj' bond and certificate for stock deposited here- under, and every such Depositor hereby agrees that the Reorganization Committee shall be vested with full and complete title to the securities deposited hereunder, including the right to transfer the same into its own name or into the name of any corporation, person, or persons it may select, and, in its discretion, to use every deposited security as 1868 CORPORATION FORMS AND PRECEDENTS. fully and to the same extent as the absolute owner or holder thereof might or could do. Without limiting the foregoing general provisions, every Depositor of stock, for himself and not for any other, hereby authorizes and empowers the Eeorganization Committee, if in its dis- cretion it shall elect so to do, to cause any deposited stock to be trans- ferred into the names of the Eeorganization Committee or its nominee or nominees, or the certificates of stock and accompanying assignments in blank to be delivered by the Depositary to any person or corporation so as to A'est such person or corporation with full title to said stock. Any person or persons or corporation to whom the deposited stock shall be transferred shall be fully authorized and empowered to call and attend any meeting of stockholders, however convened, and to vote the deposited stock at any such meeting and to give or execute any consent in respect of such stock, as fully and to the same extent as an owner thereof. The Eeorganization Committee and the Depositary are hereby severally nominated, constituted and appointed the proxy or attorney of the depositing stockholders at any and all meetings of stockholders of the Company called or held while the stock is deposited hereunder with full power and authority to do any act, vote upon any question, or give any consent as the stockholders might do, vote or consent if personally present, with power of substitu- tion and revocation. Fourth. The Eeorganization Committee may make such expenditures and incur such indebtedness, obligations and liabilities as, in its discretion, it may deem judicious and proper in order to carry out the purposes of this agreement, and it, its successors or assigns, and said Depositary, shall have and hereby are given a lien and charge upon the deposited securities and their avails for any such expenditures, indebtedness, obligations or liabili- ties. The Eeorganization Committee is authorized to enter into any agree- ment deemed by it in its discretion likely to promote the consummation of the Plan and Agreement of Eeorganization ; to expend or loan money in its discretion for any of the purposes of the Plan and Agreement ; to insti- tute or to become a party to any legal proceedings; to compromise any litigation now or at any time existing or threatened, in whole or in part; to acquire, compromise, settle or pay any claims or demands against the Company that the Eeorganization Committee in its discretion may deem it for the best interests of the reorganization to purchase, pay, compromise or settle; to consent to the issue of receiver's certificates; to purchase any certificates issued by a receiver or receivers of the Company's property or any claims or demands against such receiver or receivers; to borrow money, and to pledge any deposited securities, property purchased or new securities to be issued for the payment of any moneys borrowed with interest ; to give all agreements or bonds of indemnity or other bonds, and as security to charge the securities deposited, property purchased, or new securities to be issued hereunder or any part thereof; to acquire, upon such terms and conditions and at such prices as it may see fit, any property deemed by it expedient for the purposes or requirements of the Plan or of the new company; to declare due the principal of the deposited bonds or any of them, and to revoke any such declaration; to institute and prosecute pro- ceedings for the foreclosure of the mortgage securing the deposited bonds, and to enforce the deposited bonds or any othei indebtedness of the Com- REORGANIZATION OF CORPORATIONS l^;^n pany acquired or hold by tlie Oomini.'tep; to instil ii(p or hofomc a part \ to any proceedings in bankruptcy against the Conipany; to dfi \\hate\er in its judgment may be oxpfdient to procure the sale as an entirety, or i i separate sales, of any proi)erty of the Company and, upon such terms ami for such consideration as it may deem fit, to sell and dispose of any prany l.i acquire any property or interest therein, either directly or tliroui^li ll;'> ownership of bonds and stocks or both of any other company. It may take or allow to be taken such proceedings as it may deem proper for the purpose of creating the new stocks provided for in the Plan and Agi-ee- ment and the carrying out of any of the provisions thereof and it nmy prescribe the form and terms of the stock certificates and Voting Trust Certificates and of all other instruments to be created or issued under the Plan and Agreement of Reorganization. The Reorganization Committee shall have power to make e(juital)le pro- vision for any case of lost or destroyed bonds, certificates of stock or cer- 1S70 CORPORATION FORMS AND PRECEDENTS. 1)11' tificates of deposit anrl to pvoviil? for mid make such issues of conveiiil certificates as it shall deem expedient to properly represent any fractional interest in the new stocks, and it may in its discretion settle for and adjust any such fractional interest in cash. It may issue or authorize the issue of temporary or interim certificates to represent new stock or Voting Trust Certificates therefor. It may execute an Underwriting Agreement (to be lodged with the Depositary) , with and , Syndi- cate Managers, on behalf of a syndicate underwriting the assessments pay- able by the stockholders of the Company, and it may enter into any other agreement with any syndicate or otherwise which it may deem advisable to insure the carrying out of the Plan and Agreement or any portion thereof, including any agreement or arrangement for the sal.- of the new stock to be issued pursuant to the Plan and Agreement, and any agreement or arrangement for the purpose of obtaining money to pay off any of the holders of bonds who shall not become parties to the Plan and Agreement; and it may provide for the payment to any svicli syndicate of compensation in cash or Voting Trust Certificates for new stock. Any of the members of the Reorganization Committee may act as members or managers of any such syndicate or syndicates. The terms of any agreement with any such syndicate shall be fixed by the Reorganization Committee, and as so fixed shall be binding and conclusive upon the Depositors. Any members of the Reorganization Committee may be Syndicate Managers and as such become entitled to receive compensation from the Syndicate for their services. The Conunittee also may enter into agreements with ^ other committees representing holders of bonds or stocks of the Company to secure the deposit of such bonds or stocks under the Plan and Agreement and to obtain the co-operation of such committees, and may agree to pay the reasonable compensation and expenses of such committees. The Re- organization Committee may employ counsel, depositaries, agents and all necessary assistants and may incur and discharge any and all expenses which it may deem proper for the purposes of the Plan or for carrying out or attempting to carry out the same including all expenses in connec- tion with the preparation of the Plan and Agreement, and the issue of cer- tificates, the deposit, issue and transfer of securities, all transfer taxes and other taxes, all legal expenses and all expenses for advertising and printing, expenses of or incident to any receivership of the Company or the appoint- ment of trustees, expenses under other deposit agreements, expenses of the Depositary, and all other expenses in any manner connected with the Plan and Agreement or which it may deem it expedient to incur or to pay in •andertaking to carry out the Plan or to promote any of the purposes thereof. The Committee shall be the sole judge of the propriety or ex- pediency of any and all expenses incurred by it and of the amount tliereof. All moneys at any time held under the Plan and Agreement shall be sub- ject to the order of the Reorganization Committee, which shall apply the same or cause or permit the same to be applied for any of the purposes of the Plan as from time to time may be determined by it. The* Reorganization Committee may cause to be formed the Voting Trust contemplated by the Plan under a Voting Trust Agreement containing such terms and provisions as the Committee shall prescribe, and may appoint the Trustees under such Voting Trust Agreement, with jjower to fill vacancies, and may cause the stock of the new company (except such A REORGANIZATION OF CORPORATIONS. 1871 iiimilx-r of shart'S as may be necpssary to qualify directors) to Im- trans- t'ci red to suoli Trustees, to be held upon the terms of such N'oliii;; Trust Af,MeciiU'nt, ami may cause Voting Trust Certificates of such form ami tenor as the Committee may i)rescribe to be issued in cxchanj^e f«(r sucii stock. For all [jurposes of the Plan and of this Agreement, the issue, transfer and deliveiy of Voting J rust ('ertificates to the ])epositv Pre- fererd Stock of the Company: The Preferred Stockholders' Committee, pursuant to the terms of the Preferred Stockholders' Protective Agreement, dated December 14. 1911, on file with The Trust Company, as Dejxjsitary. hereby gives notice to holders of tlie above described cerliHeales of deposit that the -Committee appointed under said agreement by liolders of Preferred Stock of the Company has approved a Plan and Agreement of Reorganization of the Company, dated March 18, 1912, constituting , , , , and a Reorganization Committee, and that a copy of said Plan ami .XgnM-iiuul of K«'organiza- tion has been filed with the De])ositary, at its ortice. No Street, in the Rorough of Manhattan, in the City of New York. Holders of Certificates of Deposit issued by The Trust Company, as Depositary, under the said Protective Agreement of De cember 14, 1911, shall be conclusively presumed to have assented to said Plan and Agreement of Reorganization unless prior to May 15th, 1912, 1876 CORPORATION FORMS AND PRECEDENTS. they shall have filed with the Depositary written notice of their dis- sent therefrom, specifying the date or dates and the nunibcM- or num- bers of the certificates of deposit held by them respectively. Htoc'c represented by the respective certificates of holders will npon assent to said Plan and Agreement of Reorganization be delivered by the under signed Preferred Stockholders' Committee to the Trust Company of ISTew York as Depositary under said Plan and Agreement and will thereupon become subject to and thereafter be held and dis- posed of under and by virtue of said Plan and Agieement of Reorgani- zation. Holders of certificates of deposit issued by The Trust Company under said agreement of December 14, 1911. if assent inu to said Plan of Reorganization, must surrender their certificates to the Trust Company of New York as Depositary and ]>:\y ten per cent, of the assessment payable under the Plan and will tlicrcui.on receive certificates of deposit issued under said Plan and Agrci-nient of Reorganization of March 18, 1912. In case the said Plan and Agree- ment o^ Reorganization shall become effective, any Depositor liolding a certificate of deposit under the provisions of said Protective Agree- ment who shall have filed notice of dissent therefrom may within ten days after May 15th, 1912, withdraw his Preferred Stock from deposit upon the surrender of his said certificate of deposit therefor, and u])iui payment of one-half of one per cent, of the par value of the Preferred Stock so withdrawn as his proportion of the expenses of the Conunittce to the date of withdrawal. Copies of the Plan and Agreement of Reorganization and of a circular issued by the Reorganization Committee dated March 26, 1912, can be procured on application to the Depositary at its said ofKice. New York, March 27th, 1912. , Chairman ; A Majority of the Preferred Stockholders' Committee. , Secretary. Street, New York. Street, New York, Counsel for the Committee. The Trust Company, Depositary. See Form 2068, supra, and notes thereunder. REORGANIZATION OF CORPORATIONS. 1871 Form 2079. NOTICE BY REORGANIZATION COMMITTEE OF TIME WITHIN WHICH DEPOSITS MUST BE MADE AND OF CREATION OF VOTING TRUST. . Reorganization. Special Notice. To TToUlcis of Company First Mortgage Five Per Cent. 15()ii(ls and to Tloklors of Profcrrod and ConHnf)n Stock of said Company, A\')io Have Xot Heretofore Deposited Their Bonds or Stock Under the Plan and Agreement of Reorgan- ization of Said Company, Dated March 18, 1912: Notice is hereby given tliat until twelve o'clock noon on Fehruary 3, 1913, the time fixed for the sale of the mortgaged property by the final decree of foreclosure and sale made in the pending suit to fore- close said First ilortgage of said Company, the under- signed Reorganization Committee will accept, without jjenalty, addi- tional deposits of Company First Mortgage Five Per Cent. Bonds, if the same be depo.sited with its Depositary, Trust Company of New York. Notice is further given that until said time said Reorganization Cbm- mittee will also accept, without penalty, additional deposits of Preferred and Common Stock of said Company, if the same be deposited with its said Depositary and the accrued assessments thereon be paid. No deposit of Bonds or Preferred or Common Stock will be accepted by said Reorganization Committee after noon of February 3, 1913, except in the discretion of said Committee, either generally or in special instances, and in either case upon such terms and conditions and upon such penalty as it may see fit to impose. The following amounts of outstanding bonds and stock of said Company have already been deposited under said Plan and Agreement of Reorganization: 1. First Mortgage Five Per Cent. Bonds (95% of outstand- ing issue) $10,600,000 2. Seven Per Cent. Cumulative Preferred Stock (8S% of outstanding issue) 14.148.000 3. Connnon Stock (86.8% of outstanding issue) 17.216.600 Notice is further given that upon the purchase by said Reorganiza- tion Committee of said mortgaged property at the aforesaid sale, a Voting "Trust of the new Preferred and Common Stock to be issued under said Plan of Reorganization, except directors' qualifying shares, ■will be created for a term of live years in accordance with saitl plan of Reorganization. The following Voting Trustees have been appointed 1878 CORPORATION FORMS AND PRECEDENTS. by said Reorganization Committee, subject to change in its discretion: , , , and Dated, New York, January 29, 1913. , Chairman ; Reorganization Committee. 'to Secretary. Counsel to Reorganization Committee. See Form 2068, supra, and notes thereunder. Form 2079a. CALL FOR ASSESSMENTS DUE UNDER REORGANIZA- TION PLAN AND AGREEMENT. The properties of the » . . Company in have been purchased in behalf of the Reorganization Committee at public sale pursuant to the decree and order of the United States District Court, at , in the foreclosure and adminfstration suits, and the sales have been confirmed by orders of the court, entered March 7, 1913. The new company has been organized under the name of Manufacturing Company, with preferred and common stock as provided in the Plan and Agreement of Reorganization dated March 18, 1912. It is expected that the remaining properties in , and will shortly be acquired on behalf of the Reorgani- zation Committee. The board of directors of the new company has been elected as follows: (names and addresses omitted). The certificate of incorporation provides, as mentioned in the Plan of Reorganization, that the holders of the preferred stock shall have power to elect a majority of the directors. The Board of Directors has appointed an Executive Committee consisting of Mr , chairman, and Messrs , .• > and As provided in the Plan of Reorganization, five Voting Trustees have been appointed to hold the preferred and common stock, except the qualify- ing shares of directors, under a voting trust agrcciiiciit. which is to last for five years unless sooner terminated by the Voting Trustees in their dis- cretion. The Voting Trustees are Messrs , chairman ; , , , and The properties will be taken over by the new company and operations conducted under the new management at an early date. Notice is hereby given to holders of certificates of deposit for Pre- ferred and Common stock of Company, that the Reorgani- zation Committee, pursuant to the terms and provisions of said Plan and . REORGANIZATION OF CORPORATIONS. 1S79 Agreomont of Reorganization, has called for payment the balance of the amount due on thi-ir assessments in two installments, viz.: 1. In respect of each share of Preferred stock, $4 per share on or before April 24, 1913, and $4 per share on or Ijefore May 15, 1913. 2. In respect of each share of Common stock, $2 per share on or before April 24, 1913, and $2 per share on or before May 15, 1913. Payments must be made to the Trust Company of New ^■<)i k. Depositary, No Wall Street, New York City, and certificates of deposit must be presented at the time of payment in order that the re- ceipt of the Depositary may be stamj)ed thereon. New York, March 19, 1913. , Chairman, \ , Reorganization Committee. Secretary. Form 2080. STOCKHOLDERS' REORGANIZATION AGREEMENT ANT> NOTICE OF STEPS TO CARRY OUT SAME. To the Stockholders of the Company : A number of the larger stockholders of the Company have entered into the following Plan and Agreement, proposed by them: We, the undersigned, each owning the number of shares of preferred and common stock of the Company set opposite our respective signatures, hereby mutually covenant and agree as follows: First. The Committee hereinafter named shall witli all convenient speed cause a corporation to be formed under the laws of the State of , with an authorized capital of Thirty Million Dollars. made up of 300,000 shares of the par value of One Hundred Dollars each. Second. TTie corporation so formed shall forthwith i)roceed to take such steps as may be necessary to enable it to issue a series of IS.oOfi bonds, of the par value of One Tliousand Dollars each, amounting in the aggregate to $13,506,000 par value, bearing interest at the rate of five per cent, per annum, from July 1, 19 ; the principal of said bonds to be payable July 1, 19 : and the interest to be payable semi-annually on the first days of January and July. Each of such bonds shall contain a provision permitting its redemption on any in- terest day before maturity, upon payment of $1,050 together with the interest accrued and unpaid; and shall also provide that the said cor- poration shall, at any time within two years from the date thereof, upon surrender thereof, with the unpaid coupons attached, issue and deliver in return therefor 10 shares of its full paid capital stock, of the par value of One Hundred Dollars each, and pay in cash the accrued 1880 COKPOEATION FORMS AND PRECEDENTS. interest then unpaid upon such bond. The principal and interest of said bonds are to be payable in gold coin of the present standard. Third. Said corporation shall, at the same time, offer to the holders of preferred stock of the Company, for each share of such preferred stock, one-twentieth of one of .said bonds and eighty-five two-hundredths of a share of its stock, and to the holders of common stock of the '. . . . Company, for each share of such common stock, fifteen hundredths of a share of its stock. Fourth. Each of the undersigned agrees to transfer to the new comi)any the number of shares of stock of tl\e Com- pany, preferred and common, stated below, ujjon the terms mentioned in paragraph Third, provided the ofl'er be made on or before the lirst day of August, 19 Fifth , , , and arc hereby appointed a committee to represent the undersigned in all matters in connection with this agreement, and to take such steps as may be necessary to carry out its ])urpose. The committee shall have full power to decide in relation to all matters pertaining to the incor- poration of the new company^ the powers it is to have, its by-laws, the number of its directors, and who shall be' directors and officers for the first year. It shall have power to pass upon the form of the bonds, and to cause to be inserted therein such other provisions as it may deem expedient and proper. It shall make such arrangements as it thinks proper to facilitate the exchange of stock and the delivery of the bonds. It may provide for the issuance of scrip or other certificates for fractions of shares or fractions of bonds. The act of a majority of the committee shall be deemed the act of the connnittee. Vacancies in the committee may be filled by a vote of a majority of the remaining members. If the committee, for any reason, should not cause the corpora- tion to be formed and other necessary steps taken., so that the offer to exchange stock can be made on or before August 1st, 1904, this agreement shall terminate; but no liability of any kind shall attach to any member of the committee and no member of the committee shall be personally liable for any act or omission of any agent or em- ploye selected in good faith, nor for any error in judgment or mistake of law, nor in any case, except for his, its, or their several individual malfeasance; and no member of the committee shall in any case be personally liable for the act or omission of any other member. This agreement shall not be binding upon any subscriber hereto until it shall be signed by stockholders representing at least fifty per cent. of the preferred stock outstanding of the Company, and at least twenty-five per cent, of the outstanding common stock of said Com- pany. Stockholders may sign copies of this agreement and upon delivery of the copy so signed to a member of the committee on or before July 1st, 1904, shall thereby become parties hereto and be deemed to have signed this agreement. The terms of this agreement may be modified in any way, at any time, by two-thirds in amount of each class of stock subscribed hereto. REOKGANIZATION OF CORPORATrOXS. 18,m For thct purpose of cnrrying out said plan, the Coniniittpe lias alroa interest upon the outstanding obligations aforesaid, and the liold* ' of a large amount of the securities of said companies have requos: . REORGANIZATION OP CORPORATIONS. ls85 the undersigned Committee to act as a Coiniuitl cc in reoifjanizin}^ said companies and liavc jnoposed a plan for tiie reorganization of Baid coin[)aMi('9, wliicii pl;iii is as follows: * PLAN OF REORGANIZA'I'ION. L A New Company is to be vested with the title to the properties now owned by The Power Company and I'he Light & Power C'oini)any, said New Company to liave an aiitlK.rized and issued capital as follows: To be Authorized. Issued now. Thirty- Year First :\rortgage Five Per Cent. Gold Bonds $10,000,000 $3,369.2.o0.00 Seven Per Cent. Preferred Stock cumulative from and after , 19 .... , with a preference as to assets to the amount of par and cumulative dividends in the event of dissolution 4,000,000 325.762.50 Common Stock 15,000,000 8.814,037.50 IT. The holders of the First Mortgage 6% Bonds of The Light & Power Company who become parties to this agreement and perform the obligations thereof, will receiA'e in exchange for their present bonds with coupons of , 19 , and subsequent thereto attached, 100 per cent, of the principal thereof in bonds of the New Company. ni. The holders of the First ]\Iortgage 5% Bonds of The Power Company, who become parties to this agreement and perform the obligations thereof, will receive in exchange for their present bonds with coupons of , 19 , and subsequent thereto attached. 25 per cent, of the principal tliereof in bonds of the New Company, and 75 per cent, of the principal thereof in common stock of the New Company. IV. The holders of the Second Mortgage 5% Bonds of The Power Company, who become parties to this agreement and perform the obligations thereof, will receive in exchange for their present bond- with coupons of , 19 , and subsequent thereto attached. 25 per cent, of the principal thereof in preferred stock of tiie New Company, and 75 per cent, of the principal thereof in common stock of the New Company. V. The disposition of the securities of the New Company in accordance with the foregoing, is indicated in the following table: 1886 COKPORATION FORMS AND PRECEDENTS. Preferred Cominoii Eights of Participation, Bonds, Stock. Stock. (a) To holders of tlie present Six Per Cent. Bonds of The Light & Power Co. * 100% in new bonds $757,000 (b) To holders of the present First Mortgage Bonds of The Power Co. 25% in new bonds and 75% in new common stock 2,612,250 $7,836,750.00 (c) To the holders of the present Second Mortgage Bonds of The Power Co. ($1,303,050) 25% in new pre- ferred stock and 75% in new common stock $325,762.50 977.287.50 $3,369,250 $325,762.50 $8,814,037.50 Now, therefore, this indenture witnesseth. First , and agree to act as the Committee. Second. The holders of bonds of The Power Com- pany, and The Light & Power Company, parties hereto, hereby assent to said Plan and agree to forthwitli deposit their bonds with the Trust Company of the City of New York or the Trust Company of the City of Boston (hereinafter called the "Depositaries"), it being understood that each Depositary, upon receiving such bonds, shall, as agent for the Committee, issue appropriate receipts therefor, which receipts shall be in such form as the Committee may determine and shall be transferable as therein provided, and shall entitle the holder to the benefits of said Plan and this agreement. Upon transfer of any receipt the transferee shall succeed to all rights of the prior holder and be subject to all the pro- visions hereof. The Committee and the Depositaries may treat the holder of record of each receipt as the absolute owner thereof. The words "depositors" herein includes the holders of record of receipts issued hereufider outstanding at the time in question. Third. The holders of said bonds, parties hereto, hereby severally vest in said Committee and their successors the legal title to all bonds and coupons deposited or caused or agreed to be deposited by them, re.spectively, and hereby give the Committee full ])ower to do ail things in the Committee's judgment necessary or pr(»])cr to carry out said Plan, including power. (a) to acquire at public or private sale or otherwise the whole or any part of the properties of The Power Company and Tlie Light & Power Company, or part or all of the bonds, debts or capital stock of said Company; if the property is pur- chased at any foreclosure sale, the Committee to have the right to use the deposited bonds in payment or part payment therefor; (b) to act for the holders of said bonds in any action which may REOROAMZATTOX OP CORPORATIONS. 1S87 be broufflit for the foreclosure of the mortgages of said 'I lie Power Company and The Light & Power Company, or any of them, or in any other action which may he br()Uf,'lit wiiieh in anv way affects or may alTect tiie riglits and interests of the hohlers of said bonds; to receive and receipt for any money to whicli said bonds shall be at any time entitled; to execute and deliver as attorneys-in- fact for the holders of said bonds, or any of them, any re(|iiests. con- sents, waivers or other writings wliich it may se<'m to tiie Conunittee necessary or desirable to file with any Court or with the Trustee under the present mortgages or with any other person; (c) to employ such agents, attorneys and counsel us the Committee deem best, to rejjresent and act for, or authorize representation of and action for, said holders of bonds, or any of them, in any Court or else- where, with respect to all rights and interest in any way affecting said bonds; (d) to contract for the adjustment or payment of any or all of tlie indebtedness of The Power Company or The Light & Power Company, or for the extension of any such indebtedness, as the obligation of the New Company; (e) to sell any of the unissued bonds or stock of the Xew Company for cash to the amount required in the opinion of the Committee to pro- vide for extensions or to provide additional working capital; and to sell, contract for the sale of, or otherwise dispose of. any bonds or stock of the New Company not taken by the parties entitled thereto, and to contract for underwriting with respect thereto, and in connection with any such contract for underwriting, to pay a reasonable commission therefor; any member or members of the Commiltee, or any persons or corporations who may be associated with or represented by them, to have the right to join in any such contract for sale or for underwriting; (f) to borrow money in order to raise any cash required to pay the expenses of the Conmiiltee or to make any cash payment required upon any foreclosure sale, or to enable the Committee to do any of the other things which they may be authorized to do, or generally for any i)uri)ose which the Committee may deem necessary or expedient in order to carrv out said Plan; the Committee being hereby expressly authorized to pledge for the repayment of any and all sums so borrowed, any or all of the deposited bonds, and any or all assets acquired by them, and any or all of the securities of the New Company received by them under said Plan and not si)ecifically appropriated by the Plan or taken by the parties entitled thereto; but no depositor shall be liable personally for or ui)on any debt of the Committee; (g) to cause the New Company to be organized in such manner and with such powers as the Committee may deem proper, to determine the rights of the holders of its preferred and common stock, to fix the terms of its bonds and the mortgage securing the same, and among other things to determine the rights of the holders of such bonds in case of default, making such provision as the Committee may deem desirable for tiie payment of interest on such bonds through the issue of scrip in case the earnings of the New Compajiy are insufficient for payment of such interest in cash; to determine all questions pertaining to the management, operation or disposition of any property acquired by them until tiie Xew 1888 CORPORATION FORMS AND PRECEDENTS. Company shall be organized and in possession and control of said property : and to make such improvements and betterments as tliey shall deem expedi- ent, and to enter into such contracts in regard tliereto as the New Com- pany might do if already organized and in operation; to select and cause the election of the first board of directors of the New Company; and to cause the stock of the New Comjiany to be issued to the Committee, or to their nominees, and to be held and voted by them, or their nominees, for such period (not to extend beyond , 19 ) and under such terms generally as to the Committee may seem wise; and generally to exercise all the powers of owners and holders of the bonds deposited hereunder, and to use the same as the Committee may deem expe- dient in carrying out the foregoing Plan; the enumeration of the particular powers hereby given not to limit in any way the Committee in the exercise of any power which, in their judgment, may be necessary or advisable in order to promote the purposes of this agreement and said Plan; it being expressly agreed by all depositors that the methods to be adopted for or . towards carrying out this agreement and said Plan are to be determined from time to time by the Committee in their sole discretion, and that the Committee shall have the right at any time to change any such deter- mination should their judgment be changed by subsequent developments. Fourth.— Whatever shall be acquired in any way by the Committee under this agreement shall be acquired by said Committee as joint tenants, and not as tenants in common, so as to remain the property of the said Com- mittee, however the members thereof may be changed. The action of a majority of the members of the Committee tlien in office, either at a meet- ing or in writing without a meeting, shall be deemed to be the action of the Committee. Each member of the Committee shall be liable only for his own wilful fault, and shall not be liable while acting in good faith for the acts or omissions of his associates, or of any agent or person employed by the Committee. The members of the Connnittee shall have reasonable compen- sation for their services. Any member of the Committee may become a party hereto as a depositing bondholder. Fifth. Any one of the Committee may resign with the consent of all the others; also the Committee may add to their number at any time, and if any vacancy occur in the Committee, by reason of the death or inability of any member, such vacancy may be filled by the remaining members, but the filling of such vacancy is not required, the remaining members being in such case authorized to act as the Committee. Any person appointed to fill such vacancy on such Committee, or added to the Committee, shall have like power with the other members of the Committee as if originally named in this agreement. Sixth. The Committee may construe this agreement, including said Plan, and their construction thereof, or action thereunder, in good faith, shall be final and conclusive; they shall have power to determine and to act acc(nd- ing to their judgment in all matters not specifically provided for herein, but within the general purpose set out in said Plan, and shall also liave power to modify said plan in any matter of detail not affecting the sul)- stantial rights of the other parties hereto. Seventh.— Holders of bonds of The Power Company and The Light & Power Company may become parties hereto at any time on or before , 19. . . ., by signing this agreement, whicii it is REORGANIZATION OF CORPORATION'S. l.^"n understood may be signed in any number of parts, or by depositing their bonds without such signing as above provided. The mere deposit of any of the bonds with the Depositary shall of itself operate to make the depositor a party to this agreement and shall of itself operate as a transfer to the Committee, or its successors, of such bonds so deposited and shall i-mpowcr the Committee to exercise all the powers herein given. Any party signing this agreement but not forthwith depositing his bonds hereunder sliall. unless the CoTiimittee shall expressly waive such failure to make immediate deposit, extending the time therefor, and such deposit shall be made within such extended time, cease to be a party hereto and shall have no rights hereunder. Holders of bonds may become parties hereto by depositing their bonds subsequent to 19 , if the Committee shall so determine. and not otherwise. Eif'hth. — In case the Committee shall decide at any time that it is desir- able for any reason to abandon the aforesaid Plan, they may declare thi^ agreement terminated, giving notice of such declaration to the holders of deposit receipts, in which case the holders of such receipts shall be entitled to receive the deposited bonds represented thereby upon surrender of s^u-h receipts and payment of their respective shares of the expenses and obliga- tions of the Committee as the same may be apportioned by the Committee. Upon such termination of this agreement the Committee shall be released and discharged from all further obligations under this agreement. j^inth. — In case the Committee shall decide at any time that it is desirable for any reason to substitute in place of the foregoing Plan a new Plan for the reorganization of The , Power Company and The Light & Power Company, either separately or in connection with the reorgan- ization of some other company or companies, they may file a proposed new Plan and Agreement with each of the Depositaries, and mail a cojjy of the same in a postpaid wrapper to each holder of a deposit receipt to the address, if any, filed with either Depositary, or if no such address has been so filed then to the address last known to the Committee. . Such new Plan and Agreement may provide for the consolidation of The Power Company and The Light & Power Company and any other Company or companies or their respective properties through the transfer thereof to a new company to be organized, or to any one of the existing companies, and for the delivery of new securities in exchange for existing securities in such manner and upon such terms as the Committee may approve. Such new Plan and Agreement shall become efToetive and binding upon all holders of deposit receipts unless the holders of such receipts representing 50% in amount of principal of all deposited Ik.ikIs shall within twenty days after the mailing of such new Plan and Agreement fil- with one of the Depositaries, either separately or jointly, an election in writing not to be bound by such new Plan and Agreement. If such new Plan and Agreement shall become eflFective it will supersede and take the place of this agreement, and the Committee upon delivering all deposited bonds to the Depositary designated in svich new Plan and Agreement shall be released and discharged from all further obligation under this agreement. If such new Plan and Agreement shall not beeon effective this agreement shall continue in full force and effect, subjcc, 1890 CORPORATION FORUMS AND PRECEDENTS. however, to thp right of the Committee to terminate the same as provided in para,'.n"a]>h Eitrhth hereof. Tenth. In case the Committee shall deem it desirable or projx-r to give any notice to the other parties to this agi-eement or any of them, sucli notice shall be deemed to have been given if put in writing and maih'd to such parties at the addresses, if any. filed in writing with either Deposi- tary for the purpose; or if no such address has been so filed, then to the address last known to the Committee. Eleventh. — ^Acceptance of the new securities by any depositor shall estop such depositor from questioning the conformity of such securities, as to the character or otlierwise, to any provision of said Plan or of this agreement; and the acceptance of the new securities l)y the liolders of a majority in amount of the deposit receipts for any class of securities shall estop likewise all holders of the deposit receipts for securities of that class, and shall constitute a full ratification of the acts of the Com- mittee in respect of such class of securities. Twelfth. — After the reorganization shall have been completed and all debts and liabilities incurred in connection therewith sliall have been paid or discliarged, all moneys, securities and other property not used or required for any purpose herein authorized and remaiiiiug in the haiuN of the Committee, are to be transferred to or held for the benefit of the New Company, under appropriate agreements for the protection and indemnity of the Committee. Thirteenth. — The original of this agreement is to be lodged witli the Trust Company of the City of New York, where it may be inspected by depositors of bonds hereunder. This instrument may be signed in several parts with the same effect as if all signatures were hereon. Each Depositary shall hold and dispose of, subject to the order of a majority of the Committee, the bonds deposited with it, and, in acting as Depositary hereunder, acts as agent for, and is answerable to, the Committee alone. A writing signed by a majority of the Committee then in office, or a resolution certified by the secretary of said Committee, or any member thereof, to have been adopted by a majority of the Committee then in office at any meeting thereof, shall be sufficient evidence to the Depositaries of any facts or any action of the Committee stated therein, and sluill lie conclusive evidence of any such facts or action as against all parties in interest. In witness whereof, the parties of the first part (members of said Committee) have hereunto signed their names, and the various depositors, parties of the second part, have hereunto signed their names and written opposite thereto their respective addresses and the amount of bonds deposited by them, respectively, the day and year first above written. REORGANIZATION OF CORPORATIONS. 1891 Address to which Amount of Names. Notices Are to be Sent. Securities Deposited. See two forms next preceding and notes thereunder. Form 2084. NOTICE BY COMMITTEE OF SECURITY HOLDERS IN RE- MERGER AND REORGANIZATION. Southern Iron & Steel Company. Alabama Consolidated Coal & Iron Comi)any. To the Bondholders, Debenture Holders and Preferred and Common Stock Holders of Southern Iron & Steel Company and The Preferred and Common Stock Holders of Alabama Consolidated Coal & Iron Company: At the request of various classes of security holders of both C^)mpanies the undersigned have consented to act as a Committee to formulate and carry out a Plan involving (1) the merger of the two Companies either by direct ownership or through the controlling stock to be acquired by a New Company to be formed for that purpose or in such other manner as the Committee may determine, and (2) as an incident of the said Merger the Reorganization of the Southern Iron & Steel Company. A Plan and Deposit Agreement embodying the basis of the proposed Merger and Reorganization are now in course of preparation and will shortly be filed with Bankers Trust Company of No. 7 Wall Street, in the City of New York, as Depositary, under which security holders will be invited to deposit their securities within the time to be fixed in the announcement that will then be made. Dated, New York, AprU 6, 1911. , Chairman. Committee. , Secretary. 7 Wall Street. New York. See Cook on Corporations, § 888; Clark &, M., Corp., § 345. 1892 CORPORATION FORilS AND PRECEDENTS. Form 2085. NOTICE OF COMMITTEE REPRESENTING SECURITY HOLDERS REQUESTING DEPOSITS OF SECURITIES. Southern Iron and Steel Company. To Holders of First and Refundinfr Mortgage Twenty Year Gold Bonds, Six Per cent. Gold Debentures, One Year Six Per Cent. Gold Notes, Preferred Stock, Common Stock: Default having been made in the payment of interest on the First and Refunding Mortgage Bonds and on the Six Per Cent. Gold Deben- tures of Southern Iron and Steel Company, the undcisianed, at the request of the owners of a large amount of securities, have consented to act as a committee for the protection of the interests of the hohlers of said securities who shall become parties to an agreement now in course of preparation, to be dated April 7, 1911. Holders of said securities are requested to deposit the same with Hie Union Trust Company of New York, the depositary to be named in said agreement. All bonds, debentvires and notes must be deposited in neirotiable form, said bonds bearing the coupon which matured April 1, 1911, and all subsequent coupons, and said debentures bearing the coupon which matured February 1, 1911, and all subsequent coupons. Shares of stock deposited must be duly endorsed in blank for transfer and duly stamped to comply with the provisions of law. Certificates of deposit will be issued for all securities deposited. In the judgment of the Committee concerted action is necessary on the part of the holders for the protection of the securities above men- tioned, and the Committee therefore requests that said securities be deposited at once. As soon as the deposit agreement has been prepared copies may be obtained from the depositary or from the secretary of the Committee. Dated New York, April 7, 1911. , Cliaiiiiian. Committee. , Secretary, Broadway, New York City. , Counsel. See notes under Forms 2060, 20G2, supra. REORGANIZATION OP CORPORATIONS. 189:i Form 2086. PUBLISHED NOTICE BY REORGANIZATION COMMITT.FE FORMED BY MERGER OF SEPARATE COMMITTEES OF REORGANIZATION AND MERGER OF T'vVO CORPORATIONS. Kpoip:fiiiiz:i*^i"ii :ii"l M''i"^'er. To thf» Holdrr;^ of First and Rofnndinjr MfM-tgapp Twonly-Yrar Oold Bonds. Six Por C Chairman, • ••••.."••• J of & Co., Bankers, Xew York. Bldg., Philadelphia. Vice-President Trust Co., New York. Committee. Counsel, New York. Secretary, .... Broadway, New York. See notes to Forms 2060, 2062, supra. Form 2095. NOTICE BY REORGANIZATION COMBHTTEE REQUEST- ING DEPOSITS— (ANOTHER FORM). To the Holders of Income Bonds and Stockholders of Tlie Company: Foreclosure proceedings having been commenced undoi- the lirst mort- gage of your company, it becomes imperative that all Income Bond- holders and Stockholders who desire to preserve their i'(|uity should immediately deposit their bonds and stock with the Trust Company, Depositary, .... Broadway, New York. Deposits must be REORGANIZATION OP CORI'ORATIOXS. 1001 made on or before April 1st next, after wliieh date no deposits will be received. New York, March 21, 1905. Chairman, of Bankers, New York. J'.ldjr.. Pliiladclphia. Vice-President Trust Co.. N. Y. Committee. Counsel, New York. Secretary, .... Broadway, New York. See notes to Forms 2060, 2062, supra. Form 2096. NOTICE OF BONDHOLDERS' COMMITTEE REQUEST- ING DEPOSIT OF BONDS. Company-. Reorganization Notice. Holders of Bonds of the above Company are notified that a plan of reorganization has been fornnilated. and that in order to participate therein First Mortgage Bonds must be deposited with Tiie Trust Company of New York and Income Bonds with tlie Trust Company, NeAV York, on or before December 27th, 1905. A uui.jor- ity of both issues has already been deposited. The early sale of the j)lants under foreclosure proceedings makes prompt action necessary. Copies of the plan giving terms of reorganization may be obtained from the depositaries or from the undersigned. Chairman. Secretary. First Mortgage Bondholders' Protective C Secretary. See Cook on Corporations, § 888; Clark & M., Corp., § 345g, h. Form 2106. NOTICE OF EXTENSION OF TIME TO DEPOSIT SECUR- ITIES UNDER REORGANIZATION AGREEMENT. Reorganization. Company. The Trust Company, Street, announces that nearly 85 per cent, of the bonds, 75 per cent, of llie profiMred stock and over 60 per cent, of the common stock have already been deposited under the Plan of Reorganization. The time to deposit has been extended to , 19 after which date securities will only be received under such penalty as tlie Com- mittee may prescribe. Secretary of the Committee. , ,19 See notes to Forms 2060, 2062, 2105, supra. REORGANIZATION OF CORPORATIONS. 1909 Form 2107. NOTICE OF EXTENSION OF TIME TO DEPOSIT SECURITIES. To tlio lloldi'rs of (1) Cortificatos for Shares of Preforrt-d and Coininon Stock of Alabama Consolidated Coal & Iron Company, and (2) First, and Rnfiiiidinp Mortgage Twenty-Year Gold Bonds; Six Per Cent. Cold .DcIicntiMos; One-Year Six Per Cent. Secured Gftld Notes, and Certificates for Shares of Preferred and Common Stock of Southern Iron & Steel Company: There lias heen deposited under the Plan and Agreement of Merger and Peor;.':ini/.ation of Alabama Consolidated Coal & Iron Company and Southeru Iron & Steel Company, dated October 11, 1911, as amended, more than seventy per cent, of all tlie outstanding above specified seciuities and more than a majority of each class thereof. Accordingly. the time for depositing with Rankers Trust Company, the Depositary under said Plan and Agreement, has been extended to January 2, 1912; and, after that date, no securities will be received, except upon payment of such penalties as the Connnittee may prescribe. Securities luay also be deposited with the Baltimore Trust Company in the City of Baltimore. , Chairman, • •••• f • » • » Committee. • .•••....••••••••.... , Counsel. , Secretary, Wall St., New York City. • See note to preceding form. Form 2108. NOTICE OF FURTHER EXTENSION OF TIME TO RE- CEIVE DEPOSITS UNDER REORGANIZA- TION AGREEMENT. NOTICE. Notice is hereby given that the Board of Directors of this corporation. acting under power given thera by the reorganization plan of the .*. Company, dated , 19 lias granted a further extension to iinassenting security holders of the said Company, until , 19. . . ., until which time the 1910 CORPORATION FORMS AND PRECEDENTS. Trust Company of depositary, will receive assents to the plan and deposit of securities under the provisions thereof. Dated ,19 The Corporation. See Cook on Corporations, § 888; Clark & M., Corp., § 345h; and notes under Forms 2060 and 2062, supra. Form 2109. FINAL NOTICE BY REORGANIZATION COMMITTEE REQUESTING DEPOSITS. The Southern Company and The Chicago Company. Notice is hereby given by the Committee under the Plan and Agi-ee- ment of Reorganization of The Chicago Company and The Southern Company, dated July 1, 1910, to the holders of the following securities; First Mortgage Five Per Cent. Gold Bonds of The Chicago Company, issued under the IJeed of Trust dated July 1, 1906; Five Per Cent. Gold Bonds of The Chicago Company issued under the Trust Agreement dated July 1, 1905: Certificates of Interest issued under the Syndicate Agreement dated April 15, 1907, entered into by and between the Subscribers to said Agreement, and , and ; and General Mortgage Five Per Cent. Gold Bonds of The Southern' Company issued under the Deed of Trust dated May 1, 1906. that the time within which the holders of said securities who have not yet depos- ited their securities under The Chicago Bond and Security Holders' Protective Agreement, dated Decembei- 17, 1908, or The South- f.yn General Mortgage Bondholders' Agreement, dated •January 31, 1910, may deposit such securities with the Trust Company of , , the Depositary named in said Agreement dated December 17, 1908, or with the Trust & Savings Bank of , , the agent of the Trust Company under said Agreement dated December 17, 1908, and the Depositary named in said Agreement dated January 31st, 1910, and thereby become entitled to avail themselves of the benefits of said Plan and Agreement, will expire on the twenty-third day of June, 1911, that the period for such deposit is limited to such date, and that thereafter no further deposits will be received by the Trust Company as Depositary under said Agreement dated December 17, 1908, or the Trust & Savings Bank as Agent of the Trust Company or as Depositary under said Agreement dated January 31, 1910. Dated, June 9th, 1911. , Chairman. See note to form next preceding. REOHGANIZATION OF CORPORATIONS. 1011 Form 2110. FINAL NOTICE REQUESTING DEPOSITS FOR REOR- GANIZATION AND PRESCRIBING PENALTY FOR NON-COMPLIANCE. The ( iii|i;iny. To Holders of Certificates of Deposit of Trust Company, Issued under Protective Agreement, Dated September 17, 1908: and to Holders of First Preference Income P.onds of the Almve liailway Company: An offer has been made to the undersigned Committee to purchase the First Preference Income Bonds of the Railway Company, now de])<)sited under the Protective Agreement, and also such additional l)onds as may he deposited with the Conunittee as hereinafter provided. Tiie pur- chasers have agreed to pay a portion of the expenses and ilisl)ursements of the Committee, and the sura of |l,013.76 for each of said iK.nds. with all unpaid coupons or interest warrants attached, being $950 for tiie principal of each bond, $53.76 for interest heretofore unpaid, and $10 for interest from October 1, 1911, to December 13, 1911. Each member of the Committee and other holders of large amounts of the certificates outstanding have already accepted the said offer, and the Committee, by unanimous vote, reconuuend to all certificate holders the acceptance thereof. In order to afford to all holders of First Preference Income Bonds ar. opportxmity to share in the benefits of said offer, said bonds wi^i all unpaid coupons or interest warrants attached will be received by tlie Trust Company, No Wall Street, Borough of Man hattan. City of New York, for account of the Committee until and including December 28, 1911, upon payment of the sum of $20 per bond to said Trust Company for accoimt of the expenses of the Committee, being the amoimt fixed by the Committee as the terms upon which such bonds will be received. Holders of said bonds who shall deliver same to said Trust Company for account of the Conunittee, and make said payment of $20 per bond as above provided, and holders of Certificate's of Deposit of Trust Company who desire to sell the bonds repre- sented thereby, on or prior to December 28, 1911, will receive from said Trust Company, upon delivery of their bonds in nego- tiable form as aforesaid, or upon surrender of their certificates in uog( ■ tiable form, the said sum of $1,013.76 per bond, less the sum of $10. to be retained, subject to the order of the Committee, to be applied on account of its expenses and disbursements. Any holder of said Certificates of Deposit who does not desire to avai' himself of said offer may withdraw the bonds represented therel)y, ujior surrender of his certificates, in negotiable form, provided t!nre shall have been paid upon said certificates the sums heretofore calU-d by th.' ■ Committee, and upon further payment to said 1 "rust Com- pany, for account of the Committee, of the sum of $10 for each bond represented by such certificates, being such holder's -h-ire <>f (ho .-v- penscs and disbursements fixed by the Conunittee. Pursuant to the power and authority vested in it, the Committee ha- 1914 CORPORATION FORMS AND PRECEDENTS. requested the discontinuance of the litigation caused to be instituted by it against the Railway Company, and has withdrawn therefrom. As tlie Committee has accomplished its purpose of jjrotecting the interests of its depositors, notice is hereby given, pursuant to the provi- sions of the Protective Agreement, that the Committee has elected to terminate said agreement as of February 28, 1912. Dated December 12, 1911. , Chairman, Committee. ) Counsel. Secretary, • Street, New York. See note to Form 2108, supra. Form 2115. NOTICE OF EXTENSION OF TIME TO MAKE EXCHANGE OFFERED IN PRECEDING NOTICE. Railway Company. To Holders of Certificates of Deposit of Trust Company, Issued Under Protective Agreement, Dated September 17, 1908; and to Holders of First Preference Income Bonds of the Above Rail\\ay Company : Referring to the notice heretofore published by the Protective Com- .-nittee, dated December 12, 1911, of the offer made to purchase from it the First Preference Income Bonds of the Railway Company now depos- ited under the Protective Agreement, and also such additional bonds as may be deposited with the Committee, as in said notice set forth, the Committee has extended the time within which holders of Certificates of Deposit or holders of First Preference Income Bonds can avail them- selves of the benefits of said offer, to and including January 29, 1912. Should any of such holders desire any further information, communi- cations addressed to , Secretary, Street, New York City, will receive attention. , Chairman. Dated New York, January 9, 1912. Form 2116. CERTIFICATE OF DEPOSIT. .$.500 No Certificate of Deposit of First Mortgage Bonds of Company. The Trust Company of hereby ecrl iCies that it hds received one First Mortgage Bond of tlie Company of Five Hundred Dollars, due , 19. . . ., Numbered , issued under Mortgage dated , 19 .... , with Coupon REORGANIZATION OF CORPORATIONS. lOir. (jiie 19 . . . ., and subsoquont Ojupons attuclied. wliieh Horn! was deposited and is held subject to the terms of a certain agreement dated 19 bi-t ween ( "ommittee. and such holders of the First Mortgage Bonds of the Com pany as shall become parties to the said agreement; an be used for the purposes tlicroin stated of the Coiinuiltcc therein natufd. or a majority of them, or their successors, and tiu' liolder hereof assents to and is bound by the provisions of said instrument bj- receiving this Depositary's Certificate. The holder hereof is entitled to receive the distributive number of shares of the preferred and common stock in the 1916 COKPORATION FORMS AND PRECEDENTS. proposed Company contemplated by said instrument and all the benefits and advantages coming to the Depositors, respectively, under said instrument. The interest represented herein is assignable by transferee upon the register and books kept by the Depositary for that purpose by the lioldc'v hereof in person or by proxy upon surrender of tliis certificate subject to the terms thereof. And the Depositary further certifies that said has paid to it the first instalment of cash required under said instrument and bv authority of said Committee, amounting to the sum of Dollars. Chicago, Illinois, , 1912. Attest : L. S. Trust Company, • Depositary. By (reverse side) INSTALMENTS. First: $. Secretary. Trust Company, Depositary. By Second: $. Secretary. Trust Company, Depositary. By Third: $. Secretary. Trust Company, Depositary. By Fourth: $• Secretary. Trust Company, Depositary. By Secretary. Know all men by these presents, that the undersigned, for value received, have bargained, sold, assigned and transferred, and by these presents do bargain, sell, assign and transfer unto , all the property. right, title and interest represented by this Depositary's Certificate, sul)- iect, however, to all the terms and conditions of the agreement referred to therein, and ■. do hereby constitute and appoint true and lawful attorney, irrevocable, for and in name and stead, and to have, use, sell, assign, transfer and set over all said property, right, title and interest, and for that purpose to make and execute all necessary acts of assignment and transfer, and one or more persons to substitute with like full power, hereby ratifying and confirming all |.^jj^l; said attorney or substitute or substitutes shall law- fully do by virtue hereof. REORGANIZATION OP CORPORATIONS. 1017 In witness whereof have hereunto set hand and seal this day of 19 [SkalI Signed, seulcd and delivered in the presence of See Form 211G, supra, and note thereunder. Form 2118. CERTIFICATE OF DEPOSIT OF COMMON STOCK. Certificate of deposit of common stock of Tlie Wabash Kaili(jad Company Under an agreement dated December 19th, 1911, by and between J , and , Com- mittee; Trust Company, depositary, and ))referred and common stockholders of The Wabash Railroad Company, as parties thereto. Knickerbocker Trust Company hereby certifies that it has received from ^ shares of stock, as above stated, subject to the terms and conditions stated in the above-mentioned agi-eement. The holder hereof assents to and is bound by the provisions of said agree- ment by receiving this certificate and is entitled to receive all the securities, benefits and advantages to which the depositor of said shares is or may become entitled, pursuant to the provisions of said agreement. The interest represented by this certificate is assignable subject to the terms and conditions of said agreement by transfer upon the books kept by this company for that purpose by the holder hereof in person or by attorney upon the surrender of this certificate duly indorsed for transfer. New York, , 19 Knickerbocker Trust Company, By • •-. Vice-President. Assistant -Treasurer. Registered , 19 ... , The Standard Trust Company of New York, Registrar. By , Assistant -Secretary. [Indorsement] For value received luneby sell, assign and transfer unto the within certificate and all rights and interests represented hereby, and do hereby irrevocably constitute and appoint attor- ney, to transfer the same on the books of the said Trust Company, wit!\ full power of substitution in the premises. Dated , 19 [L. s.l In presence of » Witness. 1918 CORPORATION FORMS AND PRECEDENTS. Notice. The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alter- ation or enlargement or any change whatever. See Form 2116, supra, and note thereunder. Form 2119. CERTIFICATE OF DEPOSIT OF BONDS UNDER AGREE- MENT OF MERGER AND REORGANIZATION. j^o $ of Bonds Certificate of Deposit of First and Refunding ]\Iortgage Twenty-Year Gold Bonds, issued under mortgage to Mortgage and Trust Company and , as Trustee, with coupons maturing April 1, 1911, and all subsequent coupons attached of Southern Iron & Steel Company. Said bonds are deposited under an agreement dated October 11, 1911, by and between certain holders of securities of Southern Iron & Steel Company and of Alabanui Consolidated Coal & Iron Company, and , and , the committee named therein, and the Bankers Trust Com- pany. Trust Company Hereby certifies that it has received from or his predecessors in interest thousand dollars, principal amount of bonds of the issue aforesaid, numbeied , and of the face value of prin- cipal of $ each with coupons attached as above stated. Each said bond has been deposited in trust subject to the terms and conditions of and is deliverable as stated in the above mentioned agreement. The holder hereof assents to and is bound by the provisions of said agreement by receiving this certificate and is entitled to receive all the securities, benefits and advantages to which the depositor of said bonds is or may become entitled pursuant to the provisions of said agreement. The interest represented by this certificate is transferable subject to the terms and conditions of said agreement by the surrender of this certificate properly endorsed for transfer by the registered owner in person or by attorney. Trust Company, Depositary, New York, November 6, 1911. By > Assistant Secretary. See Form 2116, supra, and note thereunder. REORGAXIZATION OF CORPORATIONS. 1919 Form 2120. NOTICE OF WITHDRAWAL OF DEPOSIT AGREEMENT. St To the I5nii(lli<)lder8, Creditors and Stockholders pf the Company: The Reorganization Coniniittec of the Company, appointed iiiuler the affreenient dated , 19 hereby notify you that, owinj^ to tlie failure of a majority of the bondholders and a majority of the unsecured creditors, to accept the said agreement and deposit tl»eir bonds or claims thereunder, the undersigned committee hereby withdraw the .said agreement, and herewith return any bonds, certificates of stock or assignment of claims that have been deposited. The coiiuuittee by the said agreement invited the cooperation of ail classes of creditors, in the hope that with the unanimous consent of the bondlioldcrs, the foreclosure of the trust mortgage could be obviated, and an interest in tlie property preserved for the present unsecured creditors and stockholders. The committee regiets that the refusal of several bondholders to acquiesce in this plan of reorganization render.s it inopera- tive. The committee, therefore, wishes to assume no further responsibility to the several classes of creditors and parties in interest. Committee. Dated, , , 19 See Cook on Corporations, § 888; and Clark & M., Corp., § 345. Form 2121. NOTICE OF WITHDRAWAL OF DEPOSIT AGREEMENT PLAN. Notice to Holders of Company First Mortgage 5% Bonds. You are hereby notified that the offer of this company as set forth in a certain Depositary Agreement, dated 19 is hereby withdrawn, as only .$242,700 bonds, out of a total issue of .$300,000. have been deposited under said agreement, and conseqiunitly the plan is declared inoperative. Messrs &, Co., and streets, , Depositaries, have been notified to deliver the deposited bonds in exchange for the (ieposit certificates, issued by tliem, properly indorsed. Transit Companv, By ■.., President. 1920 CORPORATION FORMS AND PRECEDENTS. Form 2122. NOTICE OF RETURN OF BONDS DEPOSITED UNDER DEPOSIT AGREEMENT. To the Holders of First Mortgage Bonds of Company, Guaranteed by Company Deposited Under Agreement Dated , 19. ... : Notice is hereby given that tlie bonds deposited with the Trust Company in the City of and & Co. in the City of , will be returned to the bondholders upon presentation of the certificates of deposit issued thorefor, properly endorsed, to the Trust Company (successor to the Security & Trust Company) in the City of or Company in the City of , in accordance 'with the terms of the said deposit certificates upon payment for account of the Committee of the sum of Twenty-five Dollars ($25.00) upon each One Thousand Dollar ($1,000) bond. If desired, the interest coupon maturing , 19...., will be received in payment of 'said amount. Committee. Form 2123. NOTICE OF DISTRIBUTION TO HOLDERS OF CERTIFI- CATES OF DEPOSIT BY REORGANIZA- TION COMMITTEE. Company Second Mortgage Bonds. To the Holders of Certificates of Deposit Issued by the Trust Company under the Bondholders' Agreement Dated ....... 19. . . All the bonds and coupons deposited under the above mentioned Agree ment having been sold by the Committee for their face value and accrued interest in accordance with the provisions of said Agreement, and the Com- mittee having deducted from the purchase price its compensation and expenses, notice is hereby given that the balance remaining in the halich of the Committee will be distributed and that the sum of One thousand two hundred and twenty-two and 50-100 Dollars ($1,222.50), will be paid in respect of each $1,000 bonds represented by a certificate of deposit, ami the sum of Six hundred eleven and 25-100 Dollars ($611.25) vrill be paid in respect of each $500 bond represented by a certificate of deposit, upun presentation and surrender for cancellation of the certificates of deposit REORGANIZATION OF CORPORATIONS. Ut'Jl at the office of The Trust Co., No street. on and after , 19 ... . Dated , , 19 > V<* .^]4-* t C'omiiiif tee. See Cook on Corporations, § 888; Clark & M., C receive on and after Tuesday, Jamiary 16, 1912, Certificates of Dei)osit for Preferred and Common Stocks of The Company for exchange into the Definitive Securities, in accordance with the i)lan of readjustment, dated July 28, 1911. Holders of common stock certificates are required to surrender their temporary certificates and to pay the assessment oif or before January 20, 1912. The assessment provided by the plan is fifty cents (50c.) for each share of common stock, or five per cent. (5%) in common stock eertificates, at the holder's option. The assessment on less than 2# shares nmst be paid in cash. In order to facilitate the above exchanges prompt surrenders are requested. Trust and Deposit Company of Agent for Readjustment Managers of The Company of Form 2125. NOTICE OF REORGANIZATION COMMITTEE IN REFER- ENCE TO EXCHANGE OF CERTIFICATES OF DE- POSIT FOR CERTIFICATES OF STOCK IN THE NEW CORPORATION. Copper Co., Ltd. To the Holders of Trust Company Certificates of Deposit Issued under the Reorganization Plan and Agi-eement : The property of the Copper Company, Limited, having been purchased by the Reorganization Committee at Receivers' sale, subject 1922 CORPORATION FOR:\rS AND PRECEDENTS. to the outstanding mortgage, and the pending proceedings for foroclosnic having reached a stage at which a decree has been entered direc4ing an early sale of the property thereunto, and the Copper & Develop- ment Conipany, Limited, a corporation, having been formed and its stock issued for the property and securities held by the Committee, pursuant to the Reorganization Plan and Agreement. The holder.s of the Trust Company deposit certiiicatos are hereby notified that upon presentation and surrender thereof, duly signed and witnessed, to the ". Trust Company, at its oilice, No Broadway, New York City, on or after 19 and the full payment of all instalments thereon, the holders thereof will receive from the Trust Company the certificates of Preferred and Common atock of the new Company to which they are entitled. As the annual stockholders' meeting will be held on ,19 at o'clock M., at the office of the Company, Number Street, , , it is desired that the certificates of deposit be exchanged for certificates of stock before that date, so that the stock- holders may be personally present or represented at the meeting. Dated Street, , • , 19 , Chairman, Committee. Form 2126. RIGHT TO EXCHANGE CERTIFICATES OF DEPOSIT FOR STOCK CERTIFICATES. Coal and Coke Company. To the Holders of Certificates of Deposit of the Consolidated First and Collateral Tiust Gold Bonds of the Coal and Coke Company deposited under the Deposit Agreement dated August 17, 1908, who have complied with the terms of the Plan and Agreement for the Reorganization of said Company, dated May 16, 1911. Notice is hereby given that pursuant to the Plan and Agreement for the Reorganization of the Coal and Coke Company dated :May 16, 1911, the stock of the Coal and Coke Corporation (being the "New Company" referred to in said Plan and Agreement) to whieli depositors who have complied with said Plan and Agreement are entitled under the terms thereof has been deposited by the undersigned with the Trust Company of New York as Depositary for the account of such depositors and that they will be entitled upon surrender to said Trust Company of New York at its office, No Street, New York City, of their certificates of deposit, duly endorsed, to receive certificates of stock of said Coal and Coke Corpora- REORGANIZATION OF CORPORATIONS. 192:] tion equal in par value to the face value of the bonds represented by their certificates of deposit plus the amount paid as the assessment thereon. Dated New York, March 12, 1912. Chairman, Secretary. St., N.ew York. Counsel. Committee. Form 2127. NOTICE OF FILING OF ACCOUNTS BY REORGANIZA- TION COMMITTEE. Xotice is hereby given that the Committee under the Company Bond and Security Holders* Protective Committee Agreement, dated , 19. . . ., has filed with the Trust Company its accounts including its account of actual expenses and disbursements. , Chairman. Dated, , 19 CHAPTER XXXVI. PATENTS AND TRADE MARKS. Form 2128. ASSIGNMENT OF AN ENTIRE INTEREST IN AN INVEN- TION BEFORE THE ISSUE OF LETTERS PATENT. Whereas 1, , of ., county of , and state of , have invented a certain new and useful iiii|>i()veiiieiit in , for which I am about to make application for letters patent of the United States; and. Avhereas the , a corporation of the state of , is desirous, of acquiring an interest in said invention and in the letters patent to be obtained therefor. Now, therefore, to all whom it may concern, be it known that, for and in consideration of the sum of dollars to me in hand paid, the receipt of which is hereby acknowledged, I, the said , have sold, assigned, and transferred, and by these presents do sell, assign, and transfer, unto the said , the full and exclusive right to the said invention, as fully set forth and described in the specification prepared and executed by me on the day of . . , 19 , preparatory to obtaining letters patent of the United States therefor; and I do hereby authorize and request the Commissioner of Patents to issue the said letters patent to the said .., as the assignee of my entire right, title, and interest in and to the same, for the sole use and behoof of the said , its successors and assigns. In testimony whereof I have hereunto set my hand and affixed my seal this day of , 19 [Seal] In presence of (Add acknowledgment.) A corporation cannot take out a patent in its own name, but nmst do so through an individual who may then assign his rights to the cor- poration, which then becomes vested with all the rights of the patentee, if the assignment be absolute and of the patentee's entire interest in the patent. Form 2129. ASSIGNMENT OF THE ENTIRE INTEREST IN LETTERS PATENT. Whereas I, , of , county of '., state of , did obtain letters patent of the United States for an improvement in , which' letters patent are numbered , and bear date the day of , in the year 19. ... ; and \\hereas I am now the sole owner of said patent and of all rights under the same; and 1924 PATENTS AND TRADE MARKS. 1925 whereas , a corporation of 1 ho state of is desirous of acquiring the entire interest in the same: Now, therefore, lo all whom it may concern, be it knuwii llial i-u .iml in consideration of the sum of dollars to me in hanf i" me to be the same persons whose names are sii))scribed to the foregoing' instrument, respectively as President and S<'cretary of said corporation, appeared before me this day in person and in behalf of said corporation acknowledged the same to be its voluntary act and deed, and that for and on behalf of said corporation they did sign and seal said instrument and that the same is its and their free and voluntary act, and the said acknowledged that the seal affixed t« the foregoing instrument is the seal of said corporation, and that said instrument was executed and said seal was attached to said instrument, by tlio direction and autliority of said corporation, and that by like direction and author- ity he signe'd said instrument as President, and attested the same as Secretary. In Witness Whereof I have hereunto set my hand and official seal tliis day of , A. D. 19 Notary Public. See note to Form 2129, supra. Form 2135. AGREEMENT TO ASSIGN PATENT TO CORPORATION This agreement entered into this day of 19 by and between , of , party of the first ]k\v\. and , and , and , of , parties of the second part, witnesseth: Whereas, the parties of the second part are owners of certain letters patent of the United States, for improvements in valves, and to which patents have been issued and numbered , and and one invention for which letters patent have been applied for: and. Whereas said improvements are the invention of the said (first of said parties of the second part) ; and, Whereas, all of the parties hereto have signified their intention of forming a joint-stock corporation, and have this day signed articles of association therefor, for the manufacture of and sale of said valves and improvements and plumbers' supplies; and, Whereas, the said party of the first part has agreed to furnish three thousand dollars of the capital of said joint-stock corporation, and the said parties of the second part have agreed to assign their interest in the said invention to said joint stock company: Now, therefore, in consideration of the above, and for the further sum 'of one dollar paid by the said party of the first part to the said parties . of the second part, each of them for themselves hereby agree Avith the said party of the first part that if at any time in the future, during the 1930 CORPORATION FORMS AND PRECP^DENTS. life of the said corporation, they or either of them should discover or invent any other or further improvement in the said improvements specified in said letters patent already issued and pending, or any inven- tion or improvement in any other article which said corporation is engaged in manufacturing, they, or either of thorn, will assign the same to the said corporation and its successors, without cost or charge to said corporation for the same. In witness, etc. This acToement is found in Birkery Mfg. Ck). v. Jones, 71 Conn. 113, 40 .Atl. 917,'^and was upheld, and specific performance held proper. See for forms of agreement with patentee for assignment of patent, American Brake Beam Co. v. Pungs, 141 Fed. 923, where the validity of a juDvision claimed to be in restraint of trade was upheld. See for forms of resolutions by stockholders and directors authorizing purchase of patents for stock of" purchaser, Davis, etc., Co. v. Tagliabue. 148 Fed. 705, where two forms of assignments of patents are also found. See for form of agreement for right to manufacture and sell under a patent. Johnson v. Computing Scale Co., 139 Fed. 339, where an assign- ment of such patent is also found. See for form of contract for right to manufacture and sell under a patent in consideration of corporate stock, office of president and royalty. In re Dr. Voorhees Awning Hood Co., 187 Fed. 611. See for other forms of agreement for right to manufacture under a patent, ]McElrov v. American Rubber Tire Co.. 122 Fed. 441; Railroad, etc., Co. V. Chicago Pneumatic Tool Co., 126 Fed. 223. See for form of agreement to employ as superintendent a person who agrees that emplover shall have an interest in certain inventions, which w^is upheld, Vocali'an Organ Co. v. Wright, 137 Fed. 313. See Forms 1868 and 1870, supra, and notes thereunder. Form 2136. AGREEMENT FOR SALE OF INTEREST IN PATENT IN EXCHANGE FOR STOCK. For and in consideration of one dollar and other good and valuable con- siderations, receipt whereof is hereby acknowledged, I hereby transfer, as- sign and set over to James G. Owen my undivided half interest in and to a certain patent and invention, No. 678,619, on a ball journal bearing for rail- road and street cars, etc., issued to A. F. Howe and E. C. Owen, July 16th, 1901. In trust for the following purposes: 1st. Said James G. Owen shall organize a corporation and transfer to said corporation my undivided interest in and to said patent and invention, on the transfer by said A. F. Howe to said corporation of liis undivided one-half interest in and to said patent and invention, in consideration for the entire capital stock, that is for said entire patent interest of said Howe and said Owen. 2nd. To transfer to T. F. Leyden, 10/250 of said capital stock. Said Howe to transfer from his capital stock a like proi)ortion, both in consideration of the advance by said Leyden of $5,000.00, as demanded. 3rd. From the stock in said trustee's hands 5/500 to be transferred to W. W. Wilcox. Said Howe to transfer a like amount in consideration of services rendered. From the balance of said capital stock in said trustee's hands, he shall • retain as his own personal property 21 2-3/250 out of said capital stock and PATENTS AND TBADE :\rARKS. 19:31 said Howe shall transfor a like amount to said Janips Ci. Owen in coiisid- orafii'u of services reiidereil and to be rendered in the ni-;,'ani/,aUon and promotion of said Company. The balance shall be held by him in trust for Mrs. Hattie Owen and child James G. Owen, Jr., as their interest may appear, during,' the full term of patent, reissues, etc. Dated Chicariro, Illinois, April 29th, 1902. Elmo C. Owen. Attest: F. M. Williams, A. F. Howe. I hereby consent and agree to the above conditions this 29fh dav of April. 1902. A. K. Ifowe. The above agreement was upheld and enforced in Howe v. Howe, etc.. Co.. 154 Fed. 820. See Forms 2129-2135, supra, and notes thereunder. See for issuance of stock for proj)erty, forms in Chapter XV. supra. Sec for form of a;,necmpnt for sale of patent rights for cash and stock, Kent V. Addicks, 126 Fed. 112. Form 2137. AGREEMENT TO SHARE IN EXPENSE OF MAINTAINING PATENT SUIT. Memorandum of agreement, made this 17th day of Maj^ 1900, by and between the Provident Chemical Works, a corporation, of St. Louis, Mis- souri, and the Hygienic Chemical Co., a corporation of New York. Wit nesseth: Whereas the Rumford Chemical Works claims to be the owner of letters patent No. 474.811, dated May 17th, 1892, and further claims that the par- ties hereto and their respective customers and consumers are infringing said letters patent; and, Whereas, the parties hereto are desirous of joining and co-operating for their mutual interests and protection herein: Now, therefore, it is agreed between them as follows: First, niat any and all suits brought by said Rumford Oiemical Works, its successors or assigns, under the said letters patent against the parties hereto, or any of their said customers and consumers, shall be fully and fnillifully defended, as follows: If brought against any person or ]>er- sons. firms or corporations, resident west of the ^fississippi river or in the states of Wisconsin, Illinois, jMississippi, and Tennessee, the same shall bo defended under the supervision of the said Provident Chemical Works through attorneys appointed by it; and if brought against a resident of any other of the United States the same shall be defended under the sujier- vision of said Hygienic Chemical Company through attorneys appointed by il ; the cost and expense of such defenses to be equally borne by the parties hereto. Second. It is further distinctly understood and agreed that no settle- ment or agreement of any kind shall be entered into by either of the par- ties hereto with said Rumford Chemical Works, its successors or assigns in relation to such suits or said letters patent without the con.sent of the other party hereto in writing first obtained thereto. Third. It is further agreed that the parties hereto shall give to each 1932 CORPORATION FORMS AND PRECEDENTS. other immediate notice of any actions brought, or of any expense incurred from time to time. In witness whereof, the parties have hereunto set their hands and seals the day and year first above mentioned. Provident Chemical Works, F. E. Udell, Pre.s't. [Seal] Hygienic Chemical Co., J. E. Heller, Pres't. [Sk.\i.1 In presence of Felix Jellenix. The above agreement was involved and construed in Hygienic Chemical Co. V. Provident Chemical Works, 176 Fed. 525. See for agreement of stockholders to join in litigation, Form 1580, supra. Form 2138. PETITION FOR REGISTRATION OF TRADE-MARK UNDER FEDERAL LAW. To the Commissioner of Patents: The undersigned presents herewith a drawing and five specimens (or facsimiles) of his trade-mark, and requests that the same, together with the accompanying statement and declaration, may be registered in the United States Patent Office in accordance with the law in such cases made and provided. John Doe, (Signature of Applicant.) Dated ,19 (Date of execution.) See for registration of trade-marks under Federal law. Act Cong. Feb. 20. 1905, ch. 592, as amended bv Act Cong. Mav 4, 1906. c. 2081, § 1, 34 Stat. 168; Act Cong. Feb. 18, 1909, ch. 144, 35 Stat. 628; Comp. Stat. U. S. 1901, Supp. 1911, pp. 1459-1471. Form 2139. STATEMENT FOR AN INDIVIDUAL. To all whom it may concern: Be it known that I, John Doe, (Name of applicant) a citizen of the United States of America, (Citizenship of applicant) residing at county of , State of (Applicant's address) and doing business at No Street, in said city, (Business address) have adopted and used the trade-mark shown in the accompanying drawing for canned fruits and vegetables, (Particular de- scription of goods) in class No. 46. Foods and ingredients of foods. (No. and title of class — see classification.) The trade-mark has been continuously used in ray business (and in the business of my predecessor, Richard Roe.) (Name of jiiodeeessor, if any), since February 1, 1899. (Earliest date of use.) The trade-mark is applied or affixed to the goods, or to the packages containing the same, by placing thereon a printed label on which the trade-mark is shown. (Or state other mode or mod(;s of ap])lieati()n.) John Doe. (Signature of applicant.) See note to Form 2138, supra. PATENTS ANT) TRADE MARKS. 1933 Form 2140. DECLARATION FOR AN INDIVIDUAL. STATE OF I'E.XXWVLVAXIA,/ County of Philadelphia. ( John Doe, (Name of applicant) being duly sworn, deposes and says that ho is the applicant named in the foregoinfj statement; that he be- lieves the foregoing statement is true; that he believes himself to be the owner of the trade-mark sought to be registered; that no other person, firm, corporation, or association, to the best of his knowledge and belief, has the right to use said ttade-mark in the I'nited States, either in the identical form or in any such near resemblance thereto as might be cal- culated to deceive; that said trade-mark is used by him in commerce among the several States of the United States (and between the United States and foreign nations or Indian tribes, and particularly with Eng- land and Germany), (Names of foreign countries or Indian tribes.); that the description and drawing presented truly represent the trade-mark sought to be registered; and that the specimens (or facsimiles) show the trade-mark as actually used upon the goods. John Doe, (Signature of applicant.) Subscribed and sworn to before me a notary public, (Official title.) this 15th day of June, 1906. (Date of execution.) Richard Jones, Notary Public. (L. S.) (Official title.) See note to Form 2138, supra. Form 2141. STATEMENT FOR A FIRM. To all whom it may concern: Be it known that we, John Doe & Company, (Firm name) a firm domiciled in New York, county of New York, State of New York, (Dom- icile) doing business at No. 36 Fulton street, (Business address) in said city, and composed of the following members, John Doe, Richard Roe, and Henry Poe, (Names of members of the firm) citizens of the United States of America, (Citizenship of members of the firm) have adopted and used the trade-mark shown in the accompanying drawing for surgical bandages, (Particular description of goods) in class No. 44, Dental, medical, and surgical appliances, (Number and title of class — see classi- fication). The trade-mark has been continuously used in our business (and in the business of our predecessors, Doe & Roe,) (Name of predecessors, if any) since January 1, 1902, (Earliest date of use). The trade-mark is applied or affixed to the goods, or to the packages containing the same, by placing thereon a printed label, on which the trade-mark is sho^vni. (Or state other mode or modes of application.) John Doe «S: Company, (Firm name.) By Richard Koe. (Signature of a member of the firm.) A Member of the Firm. See note to Form 2138, supra. 1934 CORPORATION FORMS AND PRECEDENTS. Form 2142. DECLARATION FOR A FIRM. STATE OF NEW YOKK, ) County of New York. C Eicbard Eoe, (Name of affiant) being duly sworn, deposes and says that he is a member of the firm, the applicant named in the foregoing statement; that he believes the foregoing statement is true; that he believes said firm is the owner of the trade-mark sought to be regis- tered; that no other person, firm, corporation, or association, to the best of his knowledge and belief, has the right to use said trade-mark in the United States, either in the identical form or in any such near resemblance thereto as might be calculated to deceive; that said trade- mark is used by said firm in commerce among the several States of the United States (and between the United States and foreign nations or Indian tribes, and particularly with France and Spain), (Names of for- eign countries or Indian tribes) ; that the description and drawing pre- sented truly represent the trade-mark sought to be registered; and that the specimens show the trade-mark as actually used upon the goods. Eichard Eoe. (Signature of affiant.) Subscribed and sworn to before me, a notary public, this day of , 19. . . . (Date of execution.) Harry Brown, Notary Public. (Official title.) See note to Form 2138, supra. Form 2143. STATEMENT FOR A CORPORATION OR ASSOCIATION. To all whom it miy concern: Be it known that Union Manufacturing Company, (Name of appli- cant) a corporation duly organized under the laws of the State of Maine, (State or country under the laws of which organized) and located in the City of Brunswick, county of Cumberland, in said State, (Location of corporation) and doing business at No. 326 Atlantic Avenue, in the city of Boston, State of Massachusetts, (Business address) has adopted and used the trade-mark shown in the accompanying drawing for arc and incandescent electric lamps and electric heaters (Particular descrip- tion of goods) in Class No. 21, Electrical apparatus, machines and sup- plies. . (Number and title of class — see classification.) The trade-mark has been continuously used in the business of said corporation, (and in the business of its predecessors, John Doe Com- pany,) (Name of predecessors, if any^ since January 30, 1898. (Give earliest date of use.) The trade-mark is applied or affixed to the goods, or to the packages containing the same, by placing thereon a printed label on which the trade-mark is shown. (Or state other mode or modes of application.) Union Manufacturing Company, (Name of applicant.) By .John Doe, (Signature of officer.) Secretary. (Official title.) See note to Form 2138, supra. PATENTS AND TRADE :\IARKS. 1936 Form 2144. STATEMENT FOR REGISTRATION OF TRADE-MARK. To All VVIiuui It May Concern: Be it Known that the Thaddeus Davids Company, a corporation or- ganized umler the laws of the state of New York, located and doing business in New York City, county of New York, in the state of New York, has adopted for its use the trademark shown in the accompanying drawing. This mark has been continuously used in the business of said corpora- tion and its predecessor, Tliaddeus Davids, since about 1825. The general class of merchandise to which tlie mark is appropriated is class 60, inks and inking materials, and the particular description of goods comprised in such class upon which it is used ib writing-inks of all varieties, hectograph-ink, show-card, indelible and stamping ink, and stamp-pads. It is customary to print the mark upon labels which are attached to the receptacles containing the goods. Thaddeus Davids Company, By E. W. Davids, Secy. See Thaddeus Davids Co. v. Davids, 165 Fed. 792. Such statement was accompanied by the usual declaration under oath. See next form. See note to Form 2138, supi'a. Form 2145. DECLARATION FOR A CORPORATION OR ASSOCIATION. STATE OF MASSACHUSI5TTS,- ) County of Suffolk. | John Doe, (Name of afRant.) being duly sworn, deposes and says that he is the secretary (Official title.) of the corporation, (name of corpora- tion) the applicant named in the foregoing statement; that he believes the foregoing statement is true; that he believes said corporation is the owner of the trade-mark sought to be registered; that no other person, firm, corporation, or association, to the best of his knowledge, and belief, has the right to use said trade-mark in the United States, either in the, identical form or in any such near resemblance thereto as might be calculated to deceive; that said trade-mark is used by said corpora- tion in commerce among the several States of the United States, (and between the United States and foreign nations or Indian tribes and particularly with Italy and France), (Names of foreign nations or Indian tribes.) ; that the description and drawing presented truly represent the trade-mark sought to be registered; and that the specimens (or fac- similes) show the trade-mark as actually used upon the goods. John Doe, (Signature of aflRant.) Subscribed and sworn to before me, a notary public, (Official title, i this 20th day of February, 1906. (Date of execution.) [L. S.] William Granc, Notary Public. (Official title.) See form next preceding, and note to Form 2138, supra. 1936 CORPORATION FORMS AND PRECEDENTS. Form 2146. DECLARATION FOR APPLICANTS UNDER THE TEN- YEAR PROVISO. STATE OF CONNECTICUT, ) County of Fairfield. {^ ' ' Kichard Eoe (Name of applicant.) being duly sworn, aeposes and says that he is the applicant named in the foregoing statement; that he believes the foregoing statement is true; that he believes himself to be the owner of the mark sought to be registered; that no other person, firm, corporation, or association, to the best of his knowledge and belief, has the right to use said mark in the United States, either in the identical form or in any such near resemblance thereto as might be cal- culated to deceive; that said mark is used by him in commerce among the several States of the United States (and between the United States and foreign nations, or Indian tribes, and particularly with Eussia and Turkey), (Names of foreign nations or Indian tribes.) ; that the descrip- tion and drawing presented truly represent the mark sought to be regis- tered; that the specimens (or facsimiles) show the mark as actually used upon the goods; and that the mark has been in actual use as a trademark of the applicant (and applicant's predecessors from whom title was derived) for ten years next preceding the passage of the act of February 20, 190.5, and that, to the best of his knowledge and belief, such use has been exclusive. Eichard Eoe, (Signature of affiant.) Subscribed and sworn to before me, a notary public, (Official title.) this 15th day of February, 1906. (Date of execution.) [L. S.] Charles Mason, Notary Public, (Official title.) See note to Form 2138, supra. Form 2147. DECLARATION FOR FOREIGNER. UNITED STATES CONSULATE, ) ' ss: London, England. ( .John Doe (name of affiant) being duly sworn, deposes and says that he is the applicant named in the foregoing statement; that he believes the foregoing statement is true; that he believes himself to be the owner of the trade-mark sought to be registered; that no other person, firm, corporation, or association, to the best of his knowledge and belief, has the right to use said trade-mark in the United States, either in the identical form or in any such near resemblance thereto as might bo cal- culated to deceive; that said trade-mark has been registered in England (name of country), on .June 1, 1900 (Date), No. 49.316 (Number of regis- tration) ; that the description and drawing presented truly represent PATENTS AND TRADE MARKS. 1937 the trade-mark sought to be registered; and that the specimens (or facsimiles) show the trade-mark as actually used upon the goods. John Doe, (Signature of alliant.) Subscribed and sworn to before me, a United States consul (oflicial title) this 20th daj of January, 1906. (Date of execution.) [Seal] Richard Jones, United States Consul. (Oflicial title.) See note to Form lil38, supra. Form 2148. STATEMENT FOR AN INDIVIDUAL UNDER SECTION 3 OF THE ACT OF MAY 4, 1906. To all whom it may concern: Be it known that I, Richard Roe (name of applicant), a subject of the King of England (citizenship of applicant), residing at Loudon, England (applicant's residence), and doing business at No. 26 Thread- needle Street, in said city* (business address), and having a manufactur- ing establishment at Hartford, State of Connecticut, have adopted and used the trade-mark shown in the accompanying drawing for the fol- lowing products of such manufacturing establishment, namely, rubber boots and shoes (particular description of goods), in Class No. 39, Cloth- ing. (Number and title of class — see classification.) The trade-mark has been continuously used in my business and in the business of my predecessor, John W. Brown (name of predecessor, if any), since January 1, 1901. (Earliest date of use.) The trade-mark is applied or aflixed to the goods, or to the packages containing the same, by placing thereon a printed label on which the trademark is shown. (Or state other mode or modes of application.) Richard Roe. (Signature of applicant.) See note to Form 2138, supra. Form 2149. DECLARATION FOR FOREIGNERS UNDER SECTION 3 OF THE ACT OF MAY 4, 1906. UNITED STATES CONSULATE, 1^^^. London, England. j Richard Roe, (name of affiant), being duly sworn, deposes and says that he is the applicant named in the foregoing statement; that he believes the foregoing statement is true; that he believes himself to be the owner of the trade-mark sought to be registered; that no other per- son, firm, corporation, or association, to the best of his knowledge and belief, has the right to use said trade-mark in the United States, either in the identical form or in any such near resemblance thereto as might be calculated to deceive; that said trade-mark is used by him in com- merce among the several States of the United States (and between the Ignited States and foreign nations or Indian tribes, and particularly with England and Germany) (names of foreign countries or Indian tribes); that the description and drawing presented truly represent the trade-mark sought to be registered; that the specimens (or facsimiles) 1938 CORPORATION FORMS AND PRECEDENTS. show the trademark as actually used upon the goods; that his man- ufacturing establishment is located at Hartford, State of Connecticut (location of manufacturing establishment); and that the goods for which the trade-mark is claimed in this application are the products of such establishmient. Eichard Roe, (Signature of affiamt.) Subscribed and sworn to before me, a United States consul, this 13th day of June, 1906 (date of execution). FSealI Richard Jones, United States Consul. (Official title.) See note to Form 2138, siipra. Form 2150. NOTICE OF OPPOSITION. To the Commissioner of Patents: In the matter of an application for the registration of a trade-mark for sewing machines, (Particular goods.) Serial No. 1906, filed April 15,, 1906, (Number and date of application.) by John Doe, (Name of appli- cant.) of San Francisco, Cal., (Location or residence of applicant.) which was published on page 1746, Vol. 120, No. 13, of the Official Gazette of June 13, 1906, (Page, volume, number, and date of the Offi- cial Gazette.) I, Richard Roe, (Name of party opposing.) residing at No. 12 Clark street, city of Chicago, State of Illinois, (Residence or location of party opposing.) believe I would be damaged by such regis- tration and I hereby give notice of my intention to oppose the registra- tion of said trade-mark. The grounds for opposition are as follows: (Here state the grounds for opposing registration). Richard Roe. (Signature of opposing party.) STATE OF ILLINOIS, ]_,^. County of Cook. |' ' On this 23d day of June, 1906, (Date of execution.) before me, a notary public, (Official title.) in and for Cook County, State of Illinois, personally appeared Richard Roe, (Name of party opposing.) who, being by me duly sworn, (Or affirmed.) deposes and says that he has read the foregoing notice of opposition, and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated on information and belief, and as to those matters he believes it to be true. rL_ gi Charles Kingman, Notary Public. (Official title.) See note to Form 2138, supra. Form 2151. APPLICATION FOR CANCELLATION OF TRADE-MARK. To the Commissioner of Patents: In the matter of trade-mark No. 1898 (Number of registration), registered May 23, 1906, (Date of registration) by Richard Roe, (Name of registrant) of the city of Portland, .^ounty of Cumberland, State of PATENTS AND TRADE MARKS. 1939 Maine, (Residence or location of registrant) I, John Doe, (Name of party applying for cancellation) residing at No. 113 Fayette street, in the city of Baltimore, State of Maryland, (Residence or location of the party applying for cancellation) deem myself injured by said registra- tion and I hereby apply for the cancellation thereof. The grounds for cancellation are as follows: (Here state the grounds for cancellation). .lolin Doe. (Signature of party applying for cancellation.) STATE OF MARYLAND, | City of Baltimore. 4 On this 26th day of ,7uiio, 1906, (Date of execution) before me, a notary public, (Official title) in and for the City of Baltimore, State of Maryland, personally appeared John Doe, (Name of party applying for cancellation) who, being by me duly sworn, (Or affirmed) deposes and says that ho has read the foregoing application for cancellation, and knows the contents thereof, and that the same is true of his own knowl- edge, except as to the matters therein stated on information and belief, and as to those matters he believes it to be true. John .Tones, Notary Public. (Official title.) (The above forms in reference to trade-marks, with the exception of Form 2144, supra, are taken from the forms furnished by the United States Patent Office in connection with the rules of the Patent Office relating to trade- marks. ) See note to Form 2138, supra. Form 2152. WARNING AGAINST UNFAIR COMPETITION. Three Oaks, Michigan, July 13th, 1903. To the Trade: We desire to warn the trade against the purchase and sale of "Featherbone" products not made and sold by us. An imitation and inferior article is being offered to the trade under our trade-mark and name "Featherbone" and in the dress of our goods and in imita- tion of them. We have brought suit against Landauer & Co., of Milwaukee, for deal- ing in these fraudulent imitations in unfair competition with us, asking for an injunction against such practice on their part and for five thou- sand dollars ($5,000.00) damages for their acts. This imitation article is made in infringement of our patents and trade-marks and in unfair and fraudulent imitation of our goods, and we give this public notice so that the trade may understand our rights, our position relative thereto anurch:iso of goods claimed to irfriuge upon patent and trade-mark rights was held proper in Warren 11. Featherbone Co. V. Landauor, LtI Fed. 130. See also Adriance. Piatt & Co v. Nat>. Harrow Co., 121 Fed. 827; Farquahar Co. v. Nat. Harrow Co., 102 Fed. 714. CHAPTER XXXVII. LISTING STOCK ON STOCK EXCPIANGES. Form 2153. RULES OF THE NEW YORK STOCK EXCHANGE FOR LISTING SECURITIES. Committee on Stock List. New York Stock Exchange. July 1, 1912. This Committee will meet on Mondays at 3.30 P. M. An application signed by an executive oi3ficer of a corporation must be filed with the Secretary of the Stock Exchange, and on notice six additional printed or typewritten copies must be filed on or before the Wednesday prior to date set for consideration. Every application must be accompanied by a check for Fifty Dollars for each $1,000,000, or portion thereof, of the par value of each class of security. Checks should be drawn to the order of "Treasurer of the New York Stock Exchange." Requirements for Original Listings. Railroad Corporations. Application for an original listing of the capital stock of railroad corporations shall recite the title of the corporation, date of organiza- tion and authority for same; special rights or privileges under charter; amount of capital stock authorized, issued, and applied for; par value; rate of dividend; voting power; whether capital stock is full paid and non-assessable; whether personal liability attaches to ownership; whether preferred stock authorized, whether cumulative or non-cumulative; preference as to dividends and distribution of assets; location and route of road; description of property and total mileage in operation; contemplated extensions; total equipment; amount of mortgage lien, amount of other indebtedness or liability, jointly or severally, for leases, guarantees, rentals and car trusts, and terms of payment thereof; dis- tribution of securities; application of proceeds; income account for one year and balance sheet of recent date; name and location of trans- fer agent and registrar; address of main office of corporation; list of officers and directors (classified); date and place of annual meeting; end of fiscal year. Application for bonds shall recite in addition tne full title; denomina- tions; amount authorized, outstanding, applied for, with numbers, and authority for issue; date and maturity; rates of interest,, when and where payable; distribution; names of trustees; redemption by sinking fund or otherwise; terms of exchange or con\'ertibility into other securi- ties; whether issued only in coupon form, registerable as to principal, ov fully registered, or both, and if the latter, whether interchangeable; 1940 LISTING STOCK ON STOCK EXCHANGES. 1941 purposes ol" issue and apiilicatioii of proceeds; terms of issue of additional amounts; trustees' obligation to declare principal and interest due and payable in event of tlefault, and restrictions or limitations of unusual character; a tabulated list of projjerties owned, leased and operated, ■showing those covered by the mortgage or other indenture under which the bonds are issued; those covered by prior liens; indebtedness of leased companies or companies controlled by ownership of bonds and stocks, and the amount of such bonds and stocks owned, authorized, issued, assumed, guaranteed, or deposited as collateral. If bonds are convertible into stock, file certified cojjy of the action of stockholders and directors authorizing issue and reservation of stock to be lield specifically for such conversion. When bonds are issued to replace other liens, the Committee will require evidence of the satisfaction of such liens, or a certificate of trustee that prior lion bonds are held under the terms of the mortgage or indenture. A copy of the mortgage or indenture must be furnished, including a certificate from the County Clerk in each county in which the mort- gaged property is located, that the mortgage or indenture has been recorded in such county. Should the laws of the State not require a record to be made in the several counties, a copy of certificate of the Secretary of the State, showing the legal record, shall be filed with the copy of mortgage or indenture. This copy must be certified by the Trustee to be a true copy. When a mortgage or indenture provides that bonds may be issued interchangeably in coupon and registered form, each registered bond issued thereunder shall bear a legend reciting the number or numbers of the coupon bond or bonds reserved for exchange of such registered bond in substantially the following form: "The within bond is issued in lieu of or in exchange for (a) coupon bond(s), numbered for $1,000 (each, none of) which bond(s) is (not) contemporaneously outstanding, and (a) coupon bond(s) bearing the said serial number (s) will be issued in exchange for this bond upon its surrender and cancellation." A registered bond not interchangeable shall bear the following: "The within bond is issued in lieu of or in exchange for (a) coupon bond(s), numbered for .$1,000 (each, none of) which bond(s) is (not) contemporaneously outstanding." The Committee recommends that when fully registered bonds are to be issued, they shall be made interchangeable with coupon bonds When mortgages or indentures provide for the issuance of coupon bonds of the denomination of 100 dollars, the Committee recommends that any ten such bonds be exchangeable into coupon bonds for 1,000 dollars each, and that each unit consisting of ten 100 dollar bonds bear a number Jogetlier with an affix letter (A to J) representing a 1,000 dollar bond reserved for exchange, and that each 100 dollar bond bear the following legend: "For this bond and nine other bonds of the same denomination and serial number, bearing affixed letters A to J, a coupon bond for $1,000 is licl'l in reserve and is not contemporaneously outstanding, and on the surrender and cancellation of ten $100 bonds of said series a coupon 1942 CORPORATION FORMS AND PRECEDENTS. bond for $1,000 will be issued in exchange therefor bearing the lowest serial number reserved for such purjiose. ' ' When bonds are to be denominated in foreign moneys, the Committee recommends that the standard of value in United States gold coin be stated, and that the text of all such bonds be in the English language with the foreign text in a parallel column. The English text shall gov- ern the interpretation in all such issues. (For papers and agreements to be filed, see pages 1944 and 1945.) Corporations Other Than Railroads. Application for an original listing of securities of corporations other than railroads shall recite the title of the corporation, date of organiza- tion and authority for same; amount of capital stock authorized, issued and applied for; par value; rate of dividend; voting power; whether capital stock is full paid and non-assessable; whether personal liability attaches to ownership; whether preferred stock is authorized, whether cumulative or non-cumulative; preference as to dividends and distribu- tion of assets, and redemption; whether an original organization or a consolidation of several previously existing firms or corporations; if a consolidation, a concise history of its organization, and the names and locations of constituent companies owned in entirety or otherwise, and amounts of authorized, issued and owned stocks of same; full descrip- tion of the property, real, personal and leased; real estate owned in fee, acreage and location, and the character of buildings thereon; nature and character of product; business to be transacted; duration of charter and charters of subsidiary companies; special rights and privileges conveyed to the corporation under its charter, or to directors under by-laws; income account for one year and balaace sheet of recent date; name and location of transfer agent and registrar; address of main office of corporation; list of officers and directors (classified); date and place of annual meeting; end of fiscal year. For bojid listings the requirements are substantially the same as for bonds of railroad corporations, pages 1940-1942. (For papers and agreements to be filed, see pages 1944 and 1945.) Mining Corporations. Application to list securities of mining corporations shall recite details of original organization and authorized capitalization; amount of shares outstanding, amount applied for, amount of shares remaining unissued, and options or contracts on such shares; whether capital stock is full paid and non-assessable; par value; voting power; whether personal liability attaches to ownership; whether preferred stock is authorized, whether cumulative or non-cumulative; preference as to dividends and distribu- tion of assets, and redemption; bonded iijdebtedncss, if any, with date of issue, maturity and rate of interest ; list and numbers of patented and unpatented claims; full description of mineral and other lands, leases and water rights, smelting and concentrating plants, timber and fuel supply, owned or controlled; a geological description of the country in which the mines are located showing the character of the ore pro- duced, the proper method of treatment, a description of the ore bodies, average values, and probabilities on further exploration. A history of the property giving prior workings of mine, results ob- LISTING STOCK ON STOCK EXCHANGES. 1943 tained an-l production each year, with statement of receipts ami expen- ditures, auil disposition of income; location of mines and proximity to railway or other common carrier; cost of mining, transportation, mill- ing or smelting; balance sheet showing assets and lialjilities; if a min- ing y the Third Para- graph hereof. Eighth. — If default shall be made in the payment of any installment upon any shares of the capital stock for thirty days after the same shall be due and payalde, neither the person in default, nor his legal representa- tives, shall thereafter have any right whatever under this agreement or any remedy at law or in equity against the association or any member or meml)ers thereof or against the Trustee hereinafter named, either for an account or for recovery of any moneys previously paid on any such share or shares of the said caf)ital stock, but every such right and all such remedies shall be deemed and taken to have been waived and surrendered by such default; provided however, that notwithstanding such default as herein provided, the Board of Managers shall upon the written demand of a creditor of the association, or otherwise, may in their discretion enforce the payment of all such installments by suit to be brought in the name of • said Trustee for the use of the association, and provided further, that the Board of Managers may relieve any person in default as aforesaid from the aforesaid consequences thereof upon such terms and conditions, but not in any event short of the payment of the installments in arrear with interest, as may be agreed upon with the person in default, if the same can be done without affecting the rights of creditors. Kiuth. — Neither the death nor insolvency nor bankruptcy of any share- holder or party to this agreement nor the sale and transfer or surrender of any share or shares nor the admission of any new members into the association under this agreement shall work a dissolution of the associa- tion under this agreement or discharge any present or future member or shareholder from any duty or liability as such under this agreement, provided however, that any member that shall cease to be a shareholder by sale, transfer or cancellation of his share, or shares, shall thereupon also cease to be a member of the association and shall not be liable in any manner for any contract or obligation thereafter incurred by or on behalf of the association and any purchaser or transferee of any share or shares shall by such purchase or transfer be and become a member of the association with all the rights and obligations of a member. All questions arising among the shareholders or parties hereto or any one or more of them in relation to the business of the association shall be decided finally and settled by the Board of Managers in accordance with such decision. Tenth. — All rolling stock, contracted for, or purchased for the associa- tion shall be paid for in full either before or at the time of its delivery and whenever rolling stock is ready for delivery to the association, the Board of Managers shall deliver to the Trustee hereinafter named an inventory descriptive thereof with the cost price of the same and cause the said rolling stock to be delivered to the said Trustee, and said inven- tory shall designate by the year of issue and its serial letter the propor- tion of the capital stock which has been applied to the payment for such rolling stock and each piece of rolling stock shall also be identified by luarking thereon the like year of issue and serial letter, and upon such delivery the said trustee shall pay the cost price of such rollirg stock out of any moneys in its hands belonging to the association but the 1974 CORPORATION FORMS AND PRECEDENTS. Trustee shall not accept or receive any rolling stock under this agreement until it shall have funds sufficient to pay for the same. Eleventh. — Upon the payment of installments which may be due upon the several shares of stock the said Trustee shall give proper receipts therefor; provided, that no installment shall be received from any one person except upon the full number of shares subscribed for or held by him. The shares of stock shall be transferable only on the books of the Trust, but no share shall be assigned or transferred until the same shall have been paid in full except by the written consent of a majority of the Board of Managers. Twelfth. — When all the installments shall have been paid in full by any subscriber upon the shares subscribed for by him he shall be entitled to a proportionate part of the capital and profits of the association and the said Trustee shall issue to every such subscriber a certificate for each share (of one thousand dollars) subscribed and paid for, in the form hereinafter set forth. No Series Issue of 19 ... . The Pennsylvania General Freight Equipment Trust. One Hundred Thousand Shares of One Thousand Dollars Each. One share, $1,000 — Gold Coin of the United States of America. per cent year 's certificate due The Trust Company, Trustee, under a certain agreement dated the first day of February, A. D. 1906, recorded in the office for recording deeds, etc., in and for the city and county of Philadelphia, in Deed Book , does hereby certify that , or the registered owner hereof in case of transfer, is entitled to one share in The Pennsylvania General Freight Equipment Trust, Issue of Series , transferable on the books of the Trust at the office of said Trustee in the city of Philadelphia, or at its agency at the office of the Pennsylvania Eailroad Company in the city of New York in person or by attorney, and when any such transfer is made the same shall be registered in the said office or agency and a certificate of such registra- tion shall be endorsed hereon. Witness the seal of the said Company, Trustee, the day of , A. D. 19 [Seal] ^ President. Attest : ^ Secretary. These certificates shall bear interest, at such rate as may be determined upon at the time of the issue of each series and such interest shall either be payable to the registered owner or be represented by interest warrants attached to said certificates, in which latter case the interest shall be pay- able to the holders of said warrants upon presentation thereof. If the certificates are issued without coupons they shall bear across their face the following notation : ' ' This share is entitled to interest at per cent, per annum from payable and quarterly thereafter in gold coin of the United States of America of the present standard of weight and fineness or its equivalent in value." If the certificates are issued with coupons attached the notation shall be as follows : ' ' This share is entitled to interest at per cent, per annum from payable , and quarterly thereafter CAR TRUSTS— ROLLING STOCK AGREEMENTS. 1975 in gold coin of the United States of America of the present Btany an agent to be nomi- nated by the Board of Managers of the Association and appointed by the said Trustee and the said Trustee shall not be required to make any other inspection of the same. Fourteenth.— That the said The Pennsylvania Eailroad Company shall and will from time to time accept leases with appropriate covenants on its part in conformity with the provisions of these articles of associa- tion, of all the rolling stock (the style, pattern, capacity, construction and materials of which shall have been first ai)i)roved by the said Company or its General Manager) which may be delivered to the Trustee under these articles of association and by the latter delivered to the said Com- pany under such leases, not exceeding at any time an aggregate value at cost price of one hundred millions of dollars, upon the distinct stipulation and condition however that the said Company shall not be in any way responsible or liable at law or in equity for the application or non-appli- cation by the Trustee of the rental or any payment provided for in and by any lease thereof. Fifteenth. — That the said Trustee shall and will collect and receive from the lessee the aforesaid rents respectively when and as the same shall become due and payable and shall apply and distribute the same to the respective series of shares representing the rolling stock from which the said rents were derived as follows: First. To the payment of the necessary expenses of the trust connected with tiie said series including a reasonable compensation to the Trustee. Second. To the payment of any tax upon the income or property of the Association, connected with the said series, which- it may be required by law to retain from dividends. Third. To the payment in Gold Coin of the United States of America of the present standard of weight and fineness or its equivalent in value, of a dividend quarterly of one-fourth of the annual interest upon the respective series of the outstanding certifi- cates of stock of the association upon which installments remain due and unpaid. Fourth. To the payment in like gold coin for cancellation of each year's certificates as they become due. CAR TRUSTS— ROLLING STOCK AGREEMENTS. 1977 Sixteenth. — That iiijon the cancellation of all the certificates of any one series of stock as aforesaii, all the saiany shall forthwith (or as soon as the prepara tion thereof can be completed) make, execute and deliver to the Trustee in evidence of the rental from time to time to be paid by the Coal Com- pany, its obligations or bonds to the aggregate amount of Eighty Thou- sand Dollars in denomination of one thousand dollars, numbered consecu- tively from one to eighty, both inclusive. The said obligations or bonds shall be divided into twenty successive semi-annual series in amount as hereinafter provided, maturing and becoming payable on the first days of September, and March through the successive years, beginning with the first day of September, 1905; and the division of the said $80,000 of bonds into series according to the numbers and amount thereof and the dates on which the said series shall mature and become payable shall be as follows : $4,000 Series 1, Numbers 1 to 4 inclusive, Sept. 1st, 1005. $4,000 Series 2, Numbers 5 to 8 inclusive, March 1st, 1!)06. $4,000 Series 20, Numbers 77 to 80, inclusive, March 1, 1915. The said bonds shall in form be as follows : ' ^ United States of America. $1,000. State of Pennsylvania. No Coal Mining Company. Six Per Cent. Gold Car Trust Loan, 1905. Total Issue— $80,000. The Coal Mining Company, for value received acknowl- edges itself indebted to the bearer hereof in the principal sum of One Thousand Dollars United States gold coin of the present standard of weight and fineness and promises to pay the said sura to the bearer hereof on at the office of the Trust Company in the city of Philadelphia, and also to pay meanwhile in like gold coin at the said office, interest on the said principal sum half-yearly on the first day of September and March in each year at the rate of 6 per cent, per annum on the presentation and surrender of the annexed coupons or interest war- rants and as they severally become due, and without deduction from either principal or interest for any United States or State Tax whatso- ever, which the Coal Company is or may be required by law to retain there- from and which it hereby agrees to pay. This bond is one of an issue of l)onds of like tenor and date but matur- ing at various times, amounting in the aggregate to $80,000, issued under the terms of an indenture of lease bearing date the 24th day of February, A. D. 1905, between Trust Company, Trustee, and the Coal Mining Company, and deposited with the Trustee, to which said indenture reference is hereby made for the provisions thereof and for all the terms and conditions upon which this bond is issued and secured thereunder. This bond shall not become valid until the certificate endorsed hereon shall have been signed by or on behalf of the Trustee under the said indenture. In Witness Whereof the Coal ^^ining Company has 1994 CORPORATION FORMS AND PRECEDENTS. caused its corporate seal to be hereto affixed and this bond to be signed by its President and Secretary the 1st day of March, in the year 1905. Coal Mining Company By [Seal] President. Attest : Secretary. With coupons thereunto attached for interest thereon to become payable semi-annually in form as follows : (Coupon.) $30 On the 1st day of the Coal Mining Company will pay to the bearer at the office of Trust Com- pany in the City of Philadelphia, Thirty Dollars in gold coin being six months' interest on its six per cent, gold car trust bond No Treasurer, And the form of Trustee's certificate to be placed upon each and all of the said car trust bonds shall be as follows: Trust Company hereby certifies that this car trust bond is one of a series amounting in the aggregate to Eighty Thousand Dollars issued under the lease bearing date February 24, 1905, made by Trust Company to the Coal Mining Company. Trust Company, Trustee, By (2) Until the said car trust bonds can be engraved or lithographed the Coal Company may execute and issue written or printed temporary certificates or obligations in such form or forms and in such amounts as may be approved and be countersigned or certified by the Trustee and which shall be entitled to all the security hereunder and be exchangeable for or convertible into the bonds to be issued hereunder and which shall be cancelled by the Trustee upon such exchange or conversion being effected. (3) Car trust bonds to the amount of $80,000 shall be forthwith certi- fied or countersigned and delivered on the written order of the President or Treasurer of the Coal Company to such person or persons as may be designated in said order either at one time or from time to time; provided, that the Trusteee shall before such delivery, first receive the par value of the bonds delivered in lawful money of the United States and that the Coal Company in advance shall have paid to the Trustee a rental in addi- tion to that herein stipulated of Seven Thousand Dollars in lawful money aforesaid. (4) When the certificates or obligations are countersigned or certified by the Trustee to the effect that they are issued under this indenture, such Trustee's certificate shall be conclusive evidence that Paid certificates or obligations are car trust bonds issued in accordance with and entitled to the security hereof whatever the form or denomination of such certificates or obligations may be. Second. From time to time according to the terms of the said bonds during the continuance of this lease the Coal Company shall deposit with the Trustee for the purpose of enabling the Trustee to make payment of CAR TRUSTS— ROLLING STOCK A(iRKKMIv\TS. 1995 the maturing coupons on the bonds hereinbefore described a sum of money in gold coin of the United States of the present standard of weiglit and fineness, equal to the amounts of the said coupons without deduction for any United States or State Tax whatsoever, which the (.'oal Company is or may bo liable by law to retain therefrom and which it may in the said bonds agree to pay, which amounts as so deposited shall be applied by the Trustee to the payment of the said coupons. Thirankruptcy, wherever advertised or directed to be holden, on the day and at the hour appointed and notified by said court in said matter, or at such other place and time as may be appointed by the court for holding such meeting or meetings, or at MISCELLANEOUS INSTRUMENTS. 2013 which such meeting or meetings, or any adjournment or adjournments thereof may be held, and then and there from time to time, and as often as there may be occasion, for it and in its name to vote for or against any proposal or resolution that may be then submitted under the acts of Congress relating to Bankruptcy; and in the choice of Trustee or Trustees of the estate of the said Bankrupt, and for it to assent to such aiipoiiitiiiont of Trustee; and with like powers to attend and vote at any other meeting or meetings of creditors, or sitting or sittings of the court, which may be held therein for any of the purposes aforesaid; also to accept any composition proposed by said bankrupt in satisfaction of his debts, and to receive payment of dividends and of money due it under any composition, and for any other purpose in its interest what- soever, with full power of substitution. In Witness Whereof, said The Company has duly caused this instrument to be signed and sealed Vjy its duly authorized officers and attested under its corporate seal this day of , A. D. 19 The Company, [Corporate Se.\l] By v Signed, sealed and delivered in the presence of STATE OF ) ' ss ; County of ( , being duly sworn deposes and says, that he is the Treas- urer of the said , a corporation; that he knows the corporate seal of the said corporation; that the seal affixed to the above instrument is such corjjorate seal; that the signed his name thereto as of said corporation; that he executed the foregoing power of attorney on behalf of the said corporation, and is duly authorized so to do. Sworn to and subscribed before me this day of A. D. 19 Notary Public Form 2177. NOTICE OF PETITION AND OFFER TO BUY PROPERTY OF BANKRUPT CORPORATION. CENTRAL FOUNDRY COMPANY. In the District Court of the United States for the Southern District of New York. Tn the matter of Central Foundry Company, Alleged Bankrupt. — In Bankruptcy. — No. 13,327. This matter coming on further to be heard, on the petition of Waddill Catchi^gs, as Receiver of Central Foundry Company, verified the 16th day of March, 1911, from which it appears that Messrs. Buss, and Hohman having on or about the 15th day of March, 1011, made an offer for the 2014 CORPORATION FORMS AND PRECEDENTS. purchase of a specified portion of the property of the above-named alleged bankrupt on the terms and conditions set .^orth in said offer. Now, upon reading and filing the petition of Waddill Catchings and a copy of the said offer dated March loth, 1911, attached thereto and made a part thereof, and upon the consent of iho said above-named alleged bankrupt, and upon all the papers and proceedings herein, and after hear- ing Francis D. Pollak, Esq., of Counsel for the Receiver, Messrs. Martin Fraser & Speir, Counsel for the above-named alleged bankrupt, and Joline, Larkin & Eathbone aud Byrne & Cutcheon, of Counsel for the Reorganization Committee of the Central Foundry Company, being represented, whose ap- pearances have already been filed in these proceedings, and sufficient reason appearing therefor, it is on this 16th day of March, 1911, Ordered that the alleged bankrupt herein and each and all of its credi- tors and all other persons claiming any -interest or right in or to Central Foundry Company, or any of its properties, be, and they hereby are directed to show cause before the undersigned Judge of this Court at Room 43, in the United States Post Office Building, Borough of Man- hattan, City of New York, on the 3d day of April, 1911, at 10:30 o'clock in the forenoon of that day, or as soon thereafter as Counsel can be heard, why the property of the above-named alleged bankrupt or ?o much thereof as is included in the said offer above referred to should not he soKl, transferred, conveyed, assigned, and set over, pursuant to and in accord- ance with the terms and provisions of the said offer or any modification thereof that may be approved, after such hearing, or in accordance with such other or further terms and provisions as may be fixed by this Court; and the said alleged bankrupt and all of its creditors and others claiming any interest aru directed then and there to show cause why said offer or any modified offer should not be accepted, or why such other or further order should not ])e made for the transfer or disposition of any or all of the property of the said alleged bankrupt, as to the Court may seem just, proper and advisable; and why an order should not be made directing any trustee or trustees in bankruptcy hereafter appointed to make, execute acknowledge and deliver deeds, bills of sale, aud other conveyances and transfers of title as may be requisite or proper to vest good and lawful title in the purchasers, their assigns, nominee or nominees of, in and to all and every part of the property of the said alleged bankrupt, directed to be transferred, conveyed or assigned by order of this Court; and why such other and further relief in the premises as may seem to the Court just, proper, and advisable should not be granted; and it is further Ordered that due, sufficient, and complete service of this order and of the aforesaid petition and offer may be made as follows: By mailing a copy of this order and of said petition and offer to each of the creditors of the above-named alleged bankrupt, known to the Re- ceiver, whose address appears upon the books of the bankrupt Company, at the address so appearing; such mailing to be made on or before the 21st day of March, 1911, from the Borough of Manhattan, City of New York; By publishing a copy of this order twice in two daily newspapers pub- lished in the City of New York, and one daily newspaper published in the City of Chicago and in some newspaper regularly published in each of the cities of Newark, N. J.; Baltimore, Md.; Anniston, Ala.; Birming- ham, Ala.; Vincennes, Ind., and Medina, N. Y., the first of said publi- i\ilo(JKLLANEOUS IXSTRUMEXTS. 2015 cations to be on or before the 22d day of March, 1911, and the last on or before the 29th day of March, 1911. Witness, the Ilonoralile Charles M. Huujany shall have paid such cumulative dividends for previous years, and such accrued quarterly instalments, or shall have set aside fronj its surplus or net profits a sum sufiicient for the pa^'ment thereof, the Board of Directors may declare dividends on the common stock; payable then or thereafter, out of any remaining surplus or net profits. . In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares, and the unpaid dividends accrued thereon, before any amount shall be paid to the holders of the common stock ; and after the payment to the holders of the preferred stock of its jjar value, and the unpaid accrued dividends thereon, the remaining assets and funds shall be divided and paid to the holders of the common stock according to their respective shares. V. The names and post-office addresses of the incorporators, and the number of shares of stock for which severally and respectively we do hereby subscribe (the aggregate of our said subscriptions being three thousand dollars, is the amount of capital stock with which the corpora- tion will commence business), are as follows: (Here follow the names and post-office addresses of each of the in- . corporators, and the number of shares of stock subscribed for by each.) VI. The duration of the corporation shall be perpetual. VII. The number of Directors of the Company shall be fixed from time to time by the by-laws; but the number, if fixed at more than three, shall be some multiple of three. The Directors shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes, each consisting of one-third of the whole num- ber of the Board of Directors. The Directors of the first class shall be elected for a term of one year; the Directors of the second class for a term of two years; and the Directors of the third class for a term of three years; and at each annual election the successors to the class of Directors whose terms shall expire in that year shall be elected to hold office for the term of three years, so that the term of office of one class of Directors shall expire in each year. The number of Directors may be increased as may be provided in the by-laws. In case of any increase of the number of the Directors the addi- tional Directors shall be elected as may be provided in the by-laws by the Directors or by the Stockholders at an annual or special meeting; and one-third of their numljcr shall be elected for the then unexpired portion of the term of the Directors of the first class, one-third of their number for the unexpired portion of the term of the Directors of the second class, and one-third of their number for the unexpired portion of the term of the Directors of the third class, so that each class of Direc- tors shall be increased equally. 2020 CORPORATION FORMS AND PRECEDENTS. In case of any vacancy in any class of Directors through death, resig- nation, disqualification or other cause, the remaining Directors, by affirm- ative vote of a majority of the Board of Directors, may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election of a successor. The Board of Directors shall have power to hold their meetings out- side of the State of New Jersey at such places as from time to time may be designated by the by-laws or by resolution of the Board. The by-laws may prescribe the number of Directors necessary to constitute a quorum of the Board of Directors, which number may be less than a majority of the whole number of the Directors. Unless authorized by votes given in person or by proxy by Stockholders holding at least two-thirds of the capital stock of the corporation, which is represented and voted upon in person or by proxy at a meeting specially called for that purpose, or at an annual meeting, the Board of Directors shall not mortgage or pledge any of its real property, or any shares of the capital stock of any other corporation; but this prohibition shall not be construed to apply to the execution of any purchase-money mortgage or any other purchase-money lien. As authorized by the Act of the Legislature of the State of New Jersey, passed March 22, 1901, amending the seventeenth section of the Act concerning Corporations (Eevision of 1896), any action which there- tofore required the consent of the holders of two-thirds of the stock at any meeting, after notice to them given, or required their consent in writ- ing to be filed, may be taken upon the consent of, and the consent given and filed by, the holders of two-thirds of the stock of each class repre- sented at such meeting in person or by proxy. Any officer elected or appointed by the Board of Directors" may be. removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any other officer or employee of the Company may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws or by vote of the Board of Directors. The Board of Directors, by the affirmative vote of a majority of the whole board, may appoint from the Directors an executive committee, of which a majority shall constitute a quorum; and, to such extent as shall be provided in the by-laws, such committee shall have and may exer- cise all or any of the powers of the Board of Directors, including power to cause the seal of the corporation to be affixed to all papers that may require it. The Board of Directors, by the affirmative vote of a majority of the whole board, may appoint any other Standing Committees, and such Stand- ing Committees shall have and may exercise such powers as shall be con- ferred or authorized by the by-laws. The Board of Directors may appoint not only other officers of the Com- pany, but also one or more vice-presidents, one or more assistant treasurers, and one or more assistant secretaries; and, to the extent provided in the by-laws, the persons so appointed respectively shall have and may exer- cise all the powers of the president, of the treasurer and of the secretary respectively. MISCELLANEOUS LXSTRrMENTS. 2021 The Board of Directors shall have power from time to time to fix and to determine and to vary the amount of the working capital of the Com- pany; and to direct and determine the use and disposition of any surplus or net profits over and above the capital stock paid in; and in its dis- cretion the Board of Directors may use and apply any such surplus or accumulated profits in purchasing or acquiring its bonds or other obliga- tions, or shares of its own capital stock, to such extent and in such man- ner and upon such terms as the Board of Directors shall deem expedient; but shares of such capital stock so purchased or acquired may be resold, unless such shares shall have been retired for the purpose of decreasing the Company's ca|)ital stock as provided by law. The l^oard of Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by Statute or authorized by the Board of Directors or by a resolution of the stockholders. Subject always to by-laws made by the Stockholders, the Board of Directors may make by-laws, and, from time to time, may alter, amend or repeal any by-laws; but any by-laws made by the Board of Directors may be altered or repealed by the Stockholders at any annual meeting, or at any special meeting, provided notice of such proposed alteration or repeal be included in the notice of the meeting. In Witness Whereof, we have hereunto set our hands and seals the 23rd day of February, 1901. (Signatures of Incorporators.) (Acknowledgment.) The above form is included herein on account of the magnitude of the interests involved. See for form of stock certificate of United States Steel Corporation, Form 1185, supra; for by-laws, see Form 1164, supra. Form 2182. CARNEGIE IRON-CLAD AGREEMENT. This agreement, Made this first day of July, A. D., 1S92, and on cer- tain dates thereafter, as shown, between The Carnegie Steel Company, Limited, party of the first part, and each one of the members of that Association who has hereunto affixed his name, party of the second part, witnesseth: (I) That the party of the second part, for and in consideratioii of the execution and delivery of this agreement by each of the other active members of said Association, The Carnegie Steel Company, Limited, and in consideration of the sum of One Dollar in hand paid by the party of the first part, the receipt whereof, by the signing hereof, is hereby acknowledged, as well as for other good and valuable considerations, to him moving, does hereby covenant, promise and agree to and with the party of the first part, that he, the party of the second part, at any time hereafter when three-fourths in number of the persons holding interests in said first party, and three-fourths in value of said interests, shall re- quest him, the said party of the second part, so to do, will sell, asaigu 2022 CORPORATION FORMS AND PRECEDENTS. and transfer to said first party, or to such person or persons as it shall desig- nate, all of his, the said party of the second part 's, interest in the Limited partnership of The Carnegie Steel Company, Limited. The interest shall be assigned freed from all liens and encumbrances or contracts of any kind, and this transfer shall at once terminate all the interest of said party of the second part in and in connection with said The Carnegie Steel Company, Limited. (II) The request of the requisite number of members and value of interests shall be evidenced by a writing signed by them or their proper Agents or Attorneys in Fact; and a copy thereof shall be either served upon the party whose interest it is proposed to buy or mailed to him at his post-office address; at least five (5) days before the day fixed in said request to make said transfer and assignment. (III) The party of the first part covenants and agrees that it will pay unto the party so selling and assigning, the value of the interest assigned, as it shall appear to be on the books of said The Carnegie Steel Company, Limited, on the first day of the month following said assign- ment. Said payment shall be in manner as follows: If the interest assigned shall not exceed two (2) per centum of the Capital Stock at par, the same shall be paid for as follows: One-fourth cash within ninety (90) days of the date of the assign- ment, and -the balance in two equal annual payments from the date of the assignment, to be evidenced by the notes of said first party. If the interest assigned shall exceed two (2) per centum, but shall not exceed four (4) per centum of the Capital Stock at par, then the same shall be paid for as follows: One-fourth cash in six months after the date of the assignment, and the balance in three equal annual payments from the date of the assignment to be evidenced by the notes of the said first party. If the interest assigned shall exceed four (4) per centum, but shall not exceed twenty (20) per centum of the Capital Stock at par, then the same shall be paid for as follows : One-fourth cash within six months after the date of the assignment, and the balance in five equal annual payments from the date of the assignment, to be evidenced by the notes of said first party. If the interest assigned shall exceed twenty (20) per centum of the Capital Stock at par, then the same shall be paid for as follows: One- fourth cash within eight months from the date of the assignment, and the balance in ten equal annual payments from the date of the assign- ment, to be evidenced by the notes of said first party. All deferred payments shall bear interest at six per centum per annum, payable semi-annually. (IV) This agreement, and the option the party of the second part hereby gives to the party of the first part, is hereby declared to be irrevocable, and that it may be carried out in good faith, and notwithstanding any effort on the part of the party of the second part to evade it, the party of the second part does hereby appoint the person, who, at the time when MISCELLANEOI^S INSTRUMENTS. 2023 he is calleil iiiioii to act, is Chairman of the r>aity of the first part, the Attorney in Fact for said party of the second part, for him and in his name, place and stead to assign and transfer the said interest in said The Carnegie Steel Company, Limited, whenever under this agreement it would be the duty of said parly of the second part so to do. This appointment is also irrevocable; is coupled with the interest of said party of the second part in said The Carnegie Steel Company, Liiiiitod, and will justify and warrant the said Attorney in Fact to act for the said party of the second part in the premises just as efficaciously after the death of said party of the second part, or after said party of the second part has attempted to revoke this power of attorney or evade his agreement, as if said party of the second part were alive and living up to it in entire gootl faith. (V) Death shall not revoke, alter or impair any of the terms of this contract, but the first party shall, after the death of the party of the second part, have the following time to elect to buy his interest on the terms hereinbefore set out: If the interest does not exceed four (4) per centum, four months. If the interest exceeds four (4) per centum, but does not exceed twenty (20) per centum, eight months. If the interest exceeds twenty (20) per centum, twelve months, and the said party of the second part to this agreement does hereby direct his personal representatives, after the death of him, the said party of the second part, to approve, join in and perfect any transfer his said Attorney in Fact may make, and the said Executor or Executors or Administrator or Administrators of the party of the second part shall carry out this contract, and all its provisions, just as if said representatives had themselves made this agreement. (VI) This agreement is hereby declared to be a lien and encumbrance upon the interest of said party of the second part in said The Carnegie Steel Company, Limited. No attempt of the said party of the second part voluntarily to sell, pledge or mortgage, and no proceedings adversely against the said party of the second part by execution, process of law, or Equity of any kind, bankruptcy or insolvency, shall in any way, shape or form, affect, impair or alter this agreement, or any part of it, or take from under its operation the respective interest of said party of the second part from the clog hereof. Both the parties hereto agree and declare that it is the settled policy of The Carnegie Steel Company, Limited, and of the party of the second part, in entire good faith, and with all eft'ort on our part to carry out its true spirit and meaning, this agreement; being satisfied that if we do so, it will be greatly to the benefit of The Carnegie Steel Company, Limited, and to the party of the second part as a member thereof; and that any effort on the part of said party of the second part to evade any of the provisions of the same will most properly prove his unfitness to be connected with said The Carnegie Steel Company, Limited. In Witness Whereof, the party of the first part has hereunto set its common seal, attested by the signatures of its Chairman and Secretary, 2024 CORPORATION FORMS AND PRECEDENTS. and approved by two of its Managers; and the party of the second part has hereunto set his hand and seal the day and year first above given. [Seal] The Carnegie Steel Company, Limited, Attest : By H. C. Frick, Chairman. F. T. F. Love joy, Secretary. Approved J. G. F. T. A. Leishman, F. Lovejoy, Managers. (Then follow a number of ! signatures.) Form 2183. UNITED STATES INTERNAL REVENUE— RETURN OF ANNUAL NET INCOME. To Be Filled In By Collectors. To Be Filled In By Internal List No Class Revenue Bureau. District of Assessment List , 191. . Date received , 191 . . Page Line (The penalty for failure to have this return in the hands of the collector of Internal Eevenue on or before March 1 is $1,000 to $10,000.) (Section 38, Act of Congress approved August 5, 1909.) MANUFACTURING CORPORATIONS. Return of net income received during the year ended 31, 191.., by , a corporation, the principal place of busi- ness of which is located at (Street and No.), City or Town of , in the State of 1. Total amount of paid-up capital stock outstanding at close of year $ 2. Total amount of bonded and other indebtedness outstand- ing at close of year $ 3. Gross income (see Note A) $ DEDUCTIONS. 4. Total amount of all the ordinary and necessary expenses of maintenance and operation of the business and properties of the corporation exclusive of interest payments. (See Note B) $ 5. (a) Total amount of losses sustained January 1 to December 31 not compensated by insur- ance or otherwise $ (b) Total amount of depreciation January 1 to December 31 $ 6. Total amount of interest paid January 1 to December 31 on an amount of bonded and other indebtedness not exceeding the amount of paid-up capital stock outstanding at the close of the year $ 7. (a) Total taxes paid January 1 to December 31 imposed under authority of the United States or any State or Territory thereof. ... $ (b) Foreign taxes paid $ MISCELLANEOUS LNSTRL'.MENTS. 2025 8. Amount received by way of dividends upon stock of other corporations, joint-stock companies, associations, and insurance com]ianios subject to this tax $ Total Deductions (see Note B) $ 9. Net I ncome $ 10. Specific deduction from net income allowed by law $5,000.00 11. Amount on which tax at 1 per centum is to be calculated for assessment $ State of , County of , to wit : , President, and , Treasurer, of the corporation, whose return of annual net in- come is set forth above, being severally duly sworn, each for himself, deposes and says that the foregoing report and the several items therein set forth are, to his best knowledge and belief and from such information as he has been able to obtain, true and correct in each and every particular; that the amount of gross income therein set forth is the full amount of gross income, without any deduction whatsoever, reeei%'cd from all sources by the said corporation during the year stated, and that the net income therein set forth is the full amount by which to measure the tax at 1 per centum for assessment. • President. Treasurer. Sworn and subscribed to before me this day of , 191.. [Seal of officer taking affidavit.] , } (Official capacity.) Note A — The gross income received during the year from all sources shall in the case of a manufacturing corporation consist of the total amount ascertained through an accounting that shows the difference be- tween the price received for the goods as sold and the cost of such goods as manufactured. The cost of goods manufactured shall be ascertained by an addition of a charge to the account of the cost of goods as manufactured during the year, of the sum of the inventory at beginning of the year and a credit to the account of the sum of the inventory at the end of the year. To this amount should be added all items of income received during the year from other sources, including dividends received on stock of other corporations, joint-stock companies, and associations subject to this tax. In the determination of the cost of goods manufac- tured and sold as above such cost shall comprehend all charges for main- tenance and operation of manufacturing plant, but shall not embrace allowances for depreciation or losses, which items shall be taken account of under the proper heading above as a deduction. Note B — The deductions authorized shall include all expense items under the various heads acknowledged as liabilities by the corporation making the return and entered on its books from January 1 to December 31. Amounts of income expended in paying dividends on stock, preferred or common, or in making permanent improvements, in betterments, etc., or in any way transferred to capital account, are not proper deductions in ascertaining annual net income. Interest paid on mortgage indebtedness on real estate acquired by a corporation may lie deducteil in Item 4, if the mortgage remains a lien on the property and the debt is noi assumed by 2026 CORPORATION FORMS AKD PRECEDENTS. the corporation. The amount so paid and included in Item 4 should, however, be separately stated under Item 4. Note C — This form, properly tilled out and executed, must be in the hands of the collector of internal revenue for the district, in which is located the principal business office of the corporation making the return, on or before ]\Iarch 1. For failure to comply with this provision of the law, the amount of the assessment is increased 50 per cent, and liability to a specific penalty of from $1,000 to $10,000 is incurred. INSTRUCTIONS. 1 — This return should be filed with the collector as soon as possible after the 1st day of January of each j-ear. 2 — This return must be properly filled out and verified and be in the hands of the collector on or before the 1st day of March. The penalty for failure to make the required return within the time specified by law is one (1) to ten (10) thousand dollars. The assessment against delin- quent corporations will .-also be increased 50 per cent, of the amount of the tax found due. 3 — Every corporation, joint stock company, or association not specifically enumerated in section 38 of the act of August 5, 1909, as exempt, and every insurance company, shall make the return required by law, regardless of the amount of its net income, whether above or below $5,000. (T. D. 1774.) 4 — The return should be made on the prescribed form and must be for the calendar year. 5 — The return of each corporation must be verified by two diiferent persons, oificers of the corporation, viz., by its president, vice president, or other principal officer, and its treasurer or assistant treasurer, or chief financial officer. 6 — The seal of the attesting officer should be impressed on the return in the space reserved for such purpose. Affidavits should be made before a notary public or other officer using a seal authorized to administer oaths. Tf before a justice of the peace, a certificate of the clerk of the court as 1o his authority should be attached to the return. 7 — The return, properly executed, must be filed with the collector of internal revenue for the district in which the principal place of business of the corporation, etc., is located; that is, where the books are kept from which the data shown on the return is obtained. 8 — If an extension of time, not exceeding 30 days from March 1, is necessitated by reason of the illness or absence of an officer required to make the return, application to the collector for such extension of time must be made on or before March 1, or within the period for which such extension is desired. No extension of time can be granted on an appli- cation filed subsequent to March 31, or to cover a period later than that date. 9 — ^Returns should not be made in duplicate. 10 — Item No. 1 should not include vmissued or treasury stock. 11 — Item No. 2 should include all interest-bearing indebtedness. In the ease of banking corporations, deposits should not be reported as indebt- edness. 12 — The amount claimed under Item 5b for depreciation should be such as measures the decline during the year in the value of buildings, ma- chinery, and such other property as is subject to depreciation on account of exhaustion, wear and tear, and obsolescence, and should not cover changes in value of stocks and bonds. The change in value of stocks and bonds is properly taken up in the inventories. 1.3 — Depreciation, to be allowed, must be the amount estimated to h:n - been actually sustained during the year and must be charged on the books of the corporation against the value of the jjroperty in wliicli th',> (\epre- eiation occurred. Where depreciation is made good by re])airs, etc., and the expense of such repairs, etc., is charged to the general expense account, no deduction for depreciation can be made in the return of annual net income. MISCELLANEOUS LXSTRUMKXTS. 2027 14 — The amount of interest paid on indebtedness must be limited to the interest actually paid on an amount of indebtedncHS not in excess ot the paid up capital stock outstanding at the cluse of the year. 15 — Dividends declared or paid are not deductible. 16 — The K'oss income of mercantile corporations shouhl be ascertains 1 in the following manner: P'rom the sum of the total sales durint^ the year plus the amount of the inventory at the end of the year deduct the sum of the inventory at the beginning of the year plus the cost of goods and materials purchased during the year. To this difference add the income received fro.n any other source, and the result will be the gross income to be reported under Item No. 3 of the return. 17 — The gross income of manufacturing corporations should be ascer- tained as in No. 16, except that the cost of marufacture should be included in the deduction to be made from the sum of the sales made during the year and the inventory at the end of the year. For further instructions see Regulations No. 31, containing the law and regulations, and Treasury Decision No. 1742, containing official rulings, copies of which will be furnished upon application to the collector of the district in- which the corporation desiring same has its principal place of business. Form 2184. ANNUAL REPORT TO STOCKHOLDERS OF A CORPORATION. Report of The American Bank Note Company for the fiscal year ending December 31st, 1912. To the stockholders of The American Bank Note Company: Your Directors submit herewith their Annual Report and Statement of Accounts for the year 1912. SHARE CAPITAL. The Capital Stock issued and outstanding is: Common Stock $4,496,737.50 Preferred Stock, 6% Cumulative 4,496,737.5a Total $8,993,475.00 The Authorized Capital Stock is: Common Stock $ 5,000,000 Preferred Stock, 6% Cumulative 5,000,000 Total Authorized Capital Stock $10,000,000 We are now entering the one hundred and eighteenth year of a continu- ous business existence, which began during the first administration of George Washington as President of the Ignited States. From a small beginning, local in character, the business gradually wid- ened in scope, until, today, we occupy an international position probably unique in the history of American industries. Persistent efforts have been made of late to give the public the false impression that our business depends principally, if not wholly, upon securi- ties listed on the New York market. In our vaults are stored the dies, rolls and plates from which have been printed the greater part of the world's currency and securities, a trustee- ship involving, to the highest degree, the questions of responsibility and permanency. 2028 CORPORATION FORMS AND PRECEDENTS. The business of the Company may be divided into three classes. The largest and most important is the engraving and printing of paper currency, securities, postage and revenue stamps, and various other revenue- producing forms in the production of which abt-oiute security is the pri- mary basic requisite. A commercial business, both steel and lithographic, producing checks, drafts, and all forms of stationery. A complete typographic plant for the production of catalogues, folders, tickets and all forms of advertising matter, including a highly perfected map department for the manufacture of maps of all kinds. The American Bank Note Company has supplied securities for over thirty of the world's governments, covering 51% of the world's area, and 81% of the world's population. Of the world's population, 554,000,000 use the dollar as a unit, and of these 438,000,000, or 78%, use currency bearing our imprint. That we, when necessary, can act as an auxiliary bureau for the United States Government is shown by the fact that during the past two years we have furnished Postal Savings Certificates to the Post Office Department to the face value of $199,000,000. After a most exhaustive investigation, your Company was selected by the Manchu Government to prepare the first notes issued by the Chinese Government in a period of over four hundred years, and the sudden change from an empire to a republic in no way disturbed the confidence that this great Eastern Nation reposed in us. The general trade conditions during 1912 can hardly be said to have been favorable, due largely to the general unrest throughout the world and the unsettled political conditions in many lands. A constant refining of our organization, close study of manufacturing and sale conditions have enabled us, however, largely to offset these adverse influences. The Canadian plant is being further enlarged so as to be in condition to successfully cope with the remarkable growth of that country. This plant is managed as an independent national plant, and is entirely Canadian in character and feeling. Within a short time it will be necessary to increase the capacity of our Western Branch. The general condition of our business throughout the world reflects a capable sales organization, and great attention is constantly given to this most important part of our duties. The character of the personnel and the training of the proper under- studies is with us a matter of vital importance, and receives much thought and attention. The most important part of our business is unquestionably our Security Department, and this is not only steadily increasing in capacity, but the natural development of this branch will doubtless compel a material in- crease in our equipment during 1913, notwithstanding the large factory pro- vided in the initial installation. The new plant has made possible the effecting of many improvements in factory practice, which, under former conditions, were impossible, and your Directors take this opportunity to express their appreciation of the loyal co-operation and efficient service of the organization. For sanitary and hygienic reasons, it was deemed advisable to move the MISCELLANEOUS INSTRUMENTS. 2029 laundry into a neparate building, also to l)uild a new hardening plant on the roof of Building "A" to better ventilate and dispose of the dangerous fumes. The restaurant, now located on the top floor of Building "A," is tempo- rary quarters, and this space will soon be required in the extension of th« engraving department. We are, therefore, considering the question of a separate buililing, for tho general purposes of the Welfare Department, which will contain the restaurant. This department, which was started over a year ago and plays an important role, and a few facts regarding it may be of interest to our stockholders. A lunch room for women was opened November 2d, 1911, with an attend- ance of 375 persona. The average daily attendance is now 502. The total number of individual meals served since its opening has been 143,204, and the average amount paid per meal, eight cents. Special attention has been given to supplying nourishment and substantial food, and the result upon the health and efficiency of our employes has been very noticeable. The Company also maintains a well appointed and equipped hospital, in charge of a graduate nurse, and is visited daily by a competent phy- sician. During the past year 1,002 employes availed themselves of these advantages, which were free. In July, 1912, a. medical examination preliminary to application for position was inaugurated, and the wisdom of this action has already been many times proved. The Welfare Department is also in touch with ten hospitals and sani- tariums, several well known specialists, both medical and surgical, and a number of organizations, which are helpful in times of illness and convales- cence. It is in close touch with tho Nurses' Settlement, and can call on this body "for aid at short notice. A New York Public Traveling Library of about 800 books has been installed in the oflSce of the Welfare Department, without cost to the Company. All employes have access to the book shelves and may also order any special book desired. The average monthly circulation is about 400, and the total number of books drawn from the library in six months was 2,529. There are 377 members. The Vacation Savings Fund, a method of saving small amounts, built on the lines of the Penny Provident Savings system, was introduced a year ago. There are now 152 depositors among the girls, and during the past year $1,196.27 has been deposited. The Welfare Department is interested in safety guards for machinery and all matters that make for efficiency through health and sanitation. All real estate of the Company continues free from mortgage. The Trinity Place property remains unsold and is carried on our books at its tax assessment value. BELIEF FUND. There has been paid out in pensions and relief during the past year the sum of $29,368.26, and we have set aside $30,000 for that fund for the coming year. 2030 CORPORATION FORMS AND PRECEDENTS. FIRE INSURANCE. To the fund segregated for this purpose we have added $10,000, which, together with the interest received from deposits, makes the total amounts set aside, $88,575.48. DIVIDENDS. During 1912 the following dividends were declared: Payable Preferred Apr. 1, 1912 $67,434.75 July 1, 1912 67,434.75 Oct'. 1, 1912 67,434.75 Jan. 2, 1913 67,434.75 $269,739.00 Common Feb. 15, 1912 $44,957.00 May 15, 1912 44,957.00 Aug. 15, 1912 67,435.50 Nov. 15, 1912 67,435.50 224,785.00 $494,524.00 WORK IN PROGRESS. There has been a gain in this item of $76,863.18, which as usual is figured at factory cost. . TREASURER'S REPORT. The statement of the Treasurer, including the balance sheet and profit and, loss account, as prepared and certified by the Auditors, is submitted herewith and made a part hereof. RELATION OF THE AMERICAN BANK NOTE COMPANY TO THE NEW YORK STOCK EXCHANGE. In view of the false statements, which have been made from time to time, and which have been reiterated during the past year, the Board of Directors deems it desirable that a plain statement of fact with reference to the relation of the business of the Company to the New York Stock Exchange be placed before you at this time. An erroneous impression prevails in some quarters as to the importance of this branch of the Company's output. The proportion of the Com- pany's business which has consisted of work listed on the Stock Exchange during the past five years has averaged but 8.7% of the total volume. The statements made at various times to the effect that the Exchange, or its officers or members have a controlling or any considerable interest in the American Bank Note Company are untrue. The following facts with reference to holdings of your Company's stock are significant. As appears elsewhere in this report, the total issued Capital Stock of your Company consists of 179,827 shares, of the par value of $50 each. This Stock is dividend among 1,281 Stockholders. Of this total number of Stockholders: 103 are Estates, holding 18,130 shares 655 are Women, holding 61,330 shares 506 are Men, holding 95,707 shares 17 are Firms, holding 4,660 shares But six members of the New York Stock Exchange are Stockholders in MISCELLANEOUS INSTRUMENTS. 2031 the Company, aud they hold a total of 1,840 shareB, which it will be seen is barely 1 3/100% of the total Capital Stock of the Company. In addition to the six individual members of the Exchange who are Stockholders in the American Bank Note Company, there are twelve Stock Exchange brokerage houses who hold 4,986 shares of stock. Whether the Stock standing in the names of these houses is their property, or is car- ried for customers, we do not know. The 4,986 shares so held is approximately 3% pf the Company's out- standing Stock. The New York Stock Exchange has 1,100 members. From the foregoing statement it will be seen that but 1 3/5% of the membership of the Exchange are individually, or through their firms, holders of stock of the Company, and that all such firms and individuals hold a total of but 4% of the Company's Stock. No ofiicer or member of the Board of Governors or of the Stock List Committee of the New York Stock Exchange holds any Stock in the Ameri- can Bank Note Company. Outside of the eligible foreign concerns, there are three companies in this country the work of which may be listed on the New York Stock Exchange. The basic qualifications for listing, as cited in the recent brief of the New York Stock Exchange, include: "Financial responsibility, character of direction and management, general features and quality of workmanship, general methods of business. ' ' Whatever advantage over its competitors the American Bank Note Com- pany may enjoy is due to the fact that its ability to produce and safeguard is supplemented by a century of integrity and inviolability. Consistent with the spirit of the times, the American Bank Note Com- pany is not interested financially, or otherwise, in any other Bank Note Com- pany in the Western Hemisphere, nor is the American Bank Note Company a {)arty to any pools, agreements or understandings with any other company or the New York Stock Exchange. Warren L. Green, President. Corporate by-laws frequently provide that the president or board of di- rectors of the corporation shall make to its stockholders an annual report in reference to its financial condition and the status of its business affairs. Such reports will necessarily vary in each instance. The above form and that next following will serve to give a general idea of the manner in which such reports are framed. See for liability a corporation for misrepresentations in a report, Cook on Corporations, §§144. 352, 353; Clark & M., Corp., §§745, 833b (4); Krisch v. Interstate Fisheries Co., 39 Wash. 381. Form 2185. ANNUAL REPORT TO STOCKHOLDERS— (ANOTHER FORM). The Ignited Gas Improvement Company, 31st Annual Report for fiscal year ended December 31st, 1912. Philadelphia, May 5th, 1913. To the Stockholders of The United Gas Improvement Company : The f*resident and Board of Directors herewith submit their report for the fiscal year ended December 31, 1912. The Net Profits for the year, as shown in detail in the Treasurer's state- 2032 COKPOKATlON FoKMS AND PRECEDENTS. ment, which follows, were $7,524,691.31 (a gain of $301,199.32 over the previous year), of which $4,440,236.00 were divided among the shareholders, $774,500.00 invested in sinking funds created during the year 1908 to retire at the end of the lease the investment in The Philadelphia Gas Works and $2,309,955.31 carried to Undivided Profit Account. The comparison of sales for 1912 with 1911 is as follows; City of Philadelphia 6.37 per cent, increase. Properties outside of Philadelphia: Manufactured Gas 7.15 per cent, increase. Natural Gas 14.94 per cent, decrease. Electric 14.16 per cent, increase. TR^ASUEER'S STATEMENT. Profit and Loss Account for Fiscal Year Ended December 31, 1912. Earnings. From Leased Works and from Investments in Stocks and Bonds $8,347,310.14 From Construction Contracts 18,252.45 From Interest 206,207.16 From Sale of Storeroom Material 7,569.92 From Rental of Broad and Tasker Streets Office. . 1,600.00 From Rental of Front and Norris Streets Office. . 923.57 From Rental of Offices in Building, Broad and Arch Streets, to Companies in which this Company is a shareholder 33,206.81 Total Earnings $8,615,070.05 Expenses. Laboratory $ 32,002.69 Department of Tests 19,390.69 Registration of Stock 1,500.00 Cost of Restaurant, Broad and Arch Streets, over Receipts for Meals 12,058.13 Rental of Safe Deposit Boxes 1,686,65 Construction Department Storeroom 2,717.95 Litigation, Retainers, Lawyers' Fees, etc 18,887.61 Operating Telephone Service 4,995.81 Due to Trade Organizations 2,692.00 Advertising in Trade Journals 1,610.31 Special Advertising 5,731.52 Office Furniture ,. 8,725.55 Cost of Operating Building, Broad and Arch Streets 56,058.29 Salaries and Traveling Expenses 496,365.66 Office Supplies 17,690.28 General Expenses 29,095.59 Taxes, State and Federal , 378,759.75 Insurance, Taxes and Maintenance of Broad and Tasker Streets Office 291.49 MISCELLANEOUS INSTRUMENTS. 2038 Insurance, Taxes and Maintenance of Front and Norris Streets Office $ 118.77 Total Expenses $1,090,378.74 Net Profits for Year 1912 $7,524,691.31 Dividends paid in 1912: January 1.5th $1,110,0.59.00 April 15th 1,110,0.59.00 July 15th 1,110.059.00 October 15th 1,110,0.59.00 $4,440,236.00 Sinking Funds created during year 1908 to retire investment in Philadelphia Gas Works 774,500.00 $5,214,736.00 Balance to Uu.livided Profit Account 2,309,955.31 $7,524,691.31 In eomparison with the previous year this may be summarized as follows: 1911. 1912. Increase. Earnings $8,308,348.05 $8,615,070.05 $306,722.00 Expenses 1,084,856.06 1,090,378.74 5,522.68 Net Profits $7,223,491.99 $7,.524,691.31 $301,199.32 Dividends $4,440,236.00 $4,440,236.00 Sinking Fund 740,500.00 ' 774,500.00 $ 34,000.00 To Undivided Profit Account 2,042,755.99 2,309,955.31 267,199.32 $7,223,491.99 $7,524,691.31 $301,199.32 Per Cent, of Net Profits on Capital Stock 13.01 13.56 STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1912. Assets. Gas, Electric, Welsbach and other properties at cost $69,679,587.41 Uncompleted Construction Contracts 18,142.03 Real Estate, Philadelphia and elsewhere 1,014,084.57 Cash 5,792,770.89 Accounts and Bills Receivable 973,141.45 Coupons and Guaranteed Dividends (Accrued, but not yet due) 796,970.59 Storeroom Material 122,869.12 Sinking Fund Securities 2,805,000.00 Total $81,202,566.06 2034 CORPORATION FORMS AND PRECEDENTS. Liabilities. Capital Stock $55,502,950.00 Taxes (Accrued, but not due) 350,000.00 Accounts Payable (Due Companies in which we are shareholders 304,730.22 Sundry Creditors 113,156.69 Undivided Profits, December 31, 1911 $22,621,773.84 Undivided Profits of Year 1912.. 2,309,955.31 - ■ ■ ' • Undivided Profits, December 31, 1912, invested as above 24,931,729.15 Total $81,202,566.06 The Stocks and Bonds belonging to the Company have been counted by a committee of the Board of Directors, whose report is as follows: "Philadelphia, February 27th, 1913. Mr. Samuel T. Bodine, President, The United Gas Improvement Company. Dear Sir: — Pursuant to a resolution adopted by the Board of Directors on February 13th, 1913, we have counted all of the Stocks and Bonds owned by The United Gas Improvement Company and found the same to agree with the amount stated in the books of the Company. We have attested, in writing, detailed lists of said Stocks and Bonds and have filed the same with the Treasurer. Very truly yours, Eudulph Ellis, William Wood, Morris L. Clothier, E. B. Morris." The estimated expenditures for 1913, for extensions and improvements by the various leased works and companies in which we own a majority of the stock, aggregate $4,350,421.00, of which $1,136,412.00 will be expended on the Philadelphia Gas Works. Provision has been made to meet these requirements. The President and Board of Directors desire to express their apprecia- tion of the efficiency and fidelity of the employees of The United Gas Improvement Company and of all the Companies in which this Company is a shareholder. By order of the Board of Directors, Samuel T. Bodine, President. MISCELLANEOUS INSTRUMENTS. 2035 Form 2186. PLAN FOR ACQUISITION BY A CORPORATION OF ALL THE STOCKS OF OTHER CORPORATIONS. Plan for Aequireiiieut by Conimonwealtb Power Eailway aud Light Com- pany of Union Railway Gas and Klectric Company, ypriugfield (Ohio) Light Company, and Michigan Railways Company. To the Stockholders of Commonwealth Power Railway and Light Company, Union Railway Gas and Electric Company, Springfield (Ohio) Light Company, and Michigan Railways Company: — At a meeting of Board of Directors of the Commonwealth Power Railway and Light Company held April 15, 1913, a contract was authorized and since executed with Hodenpyl, Hardy & Co., E. W. Clark & Co. and W. A. Foots providing for the acquisition by the Commonwealth Company of all the preferred and common stocks of the Union Railway Gas and Electric Company, Springfield (Ohio) Light Company and all the common stock of the Michigan Railways Company. Under this contract the Commonwealth Company agrees to issue and deliver $ 7,500,000. Five Year Six Per Cent. Convertible Bonds, 10,000,000. Preferred Stock, and 9,000,000. Common Stock ($3,500,000 presently, $2,500,000 May 1, 1915, and $3,000,000 May 1, 1916) in acquisition of $ 5,250,000. Preferred Stock Union Railway. Gas and Electric Company, 6,000,000. Common Stock Union Railway Gas and Electric Company, 500,000. Preferred Stock Springfield (Ohio) Light Company, 500,000. Common Stock Springfield (Ohio) Light Company, 10,000,000. Common Stock Michigan Railways Company, and 7,125,000. Cash. This contract provides that it shall not be binding until approved by the stockholders of the Commonwealth Company, and a meeting for that pur- pose has been called to be held May 15, 1013, for which meeting transfer books will close May 5th. To carry out the provisions of contract above referred to, the undersigned submit the following PLAN. Capitalization". After issue of the additional securities as above, the outstanding capital- ization of the Commonwealth Power Railway and TJght Company will be as follows : Five Year Six Per Cent. Convertible Bonds $ 7,500,000 Preferred Stock, Six Per Cent. Cumulative 16,000.000 Common Stock 15,500,000 " To be issued May 1, 1915 2,500,000 ' ' To be issued May 1, 1916 3,000,000 Eaun'ings. The combined earnings of the above companies for the twelve months ended March 31, 1913, were: 2036 CORPORATION FORMS AND PRECEDENTS. Gross Earnings $13,184,795.84 Operating Expenses, including taxes 7,652,543.34 Net Earnings from operation $5,532,252.50 Interest on $55,802,211 * Bonds and Notes of subsidiary companies qutstanding $2,519,928.57 Dividends on $11,464,900* Preferred Stock of subsidiary companies outstanding 585,390.00 Other Deductions 77,798.81 3,183,117.38 Balance $2,349,135.12 which earnings, applied to the new capitalization without taking any credit for interest on additional cash working capital provided under this Plan, show interest on the convertible bonds earned more than five times, and after the payment of such interest substantially twice the dividends on the preferred stock and a balance available for replacements and dividends on the com- mon stock equal to 6 per cent, on the amount of common stock outstanding. The estimates for the calendar year 1913 show that the balance available for such purposes will be equal to at least 8 per cent, on the common stock and for the calendar year 1915 with the first full year's operation of new railways now building and contemplated to be built at least 10 per cent, on the $18,000,000 of common stock which will then be issued and outstand- ing. The carrying out of this plan will cause no change in the dividend policy heretofore followed. Exchange Offering. Holders of stock in the Commonwealth, Union, Springfield, and Michigan Eailways Companies are invited to deposit such stock under this Plan and to receive Interim Eeceipts calling for the delivery of Preferred and Com- mon Stocks of the Commonwealth Power Eailway and Light Company as follows: To holders of preferred stock of Commonwealth Power Eailway and Light Company and Union Eailway Gas and Electric Company, 100 per cent, in preferred and 10 per cent, in common stock of the Commonwealth Power Eailway and Light Company. To holders of common stock of Commonwealth Power Eailway and Light Company and Union Eailway Gas and Electric Company, at their option to be designated at time of deposit, either 100 per cent, in common stock, or 25 per cent, in preferred and 75 per cent, in common stock of the Com- monwealth Power Eailway and Light Company. To holders of preferred stock of Springfield (Ohio) Light Company, 100 per cent, in preferred stock of the Commonwealth Power Eailway and Light Company. To holders of common stock of Springfield (Ohio) Light Company, 100 per cent, in common stock of the Commonwealth Power Eailway and Light Company. To holders of common stock of Michigan Eailways Company, 20 per cent. * On March 31, 1913, the subsidiary companies had outstanding amounts of securities shown, but parts of said amounts were not outstanding during th© entire twelve months ended that date. MISCELLANEOUS LXSTRUMEXTS. 2037 in certificates of Commonwealth Power Railway and Light Company calling for delivery of common stock on May 1, 1915. Deposit of Securities. The stocks to be deposited under this Plan should he sent in negotiable form, to one of tho depositaries named below, which depositary will issue its Interim Receipts calling for delivery of securities to which the depositor is entitled or the return of the securities deposited in the event of the Plan not being declared oi)erative. Such deposit must be made on or before May 14, lOl.'i. Stockholders are requested to use the form enclosed herewith in sending certificates lor deposit, to designate thereon .the securities desired where optional privileges are given, and to follow carefully the Sugges- tions to Depositors as hereafter given. Tho Michigan Trust Company, Grand Rapids, Michigan; Fidelity and Columbia Trust Company, Louisville, Kentucky; E. W. Clark & Co., 321 Chestnut St., Philadelphia, Pa.; Hodenpyl, Hardy & Co., 14 Wall Street, New York, Depositaries. Subscription Privilege. Stockholders of the Commonwealth Company depositing their stock under this Plan are entitled to subscribe at 95 and accrued interest to the five year six per cent, convertible bonds described below, when as and if issuetl, to an amount not exceeding the even hundred dollars next above 30 per cent, of the par value of stock so deposited, and stockholders of Union Company to an amount not exceeding the even hundred dollars next above 20 per cent, of the par value of stock so deposited, and will receive full allotment under such subscriptions. Additional subscriptions may be made subject to allot- ment. Subscribers are requested to use blank form enclosed herewith in for- warding their subscriptions, which must be received by one of the under- signed before 3:00 P. M., May 14, 1913, at which time the privilege of depos- iting stockholders terminates. Notice of allotment will be mailed as soon thereafter as possible. Payment will be required within ten days after such notice. $7,500,000 — Commonwealth Power Railway and Licht Company Five Year Six Per Cent. Convertible Bonds. Dated May 1, 1913. Due May 1, 1918. Authorized $10,000,000. Present Issue, $7,500,000. Bonds are in coupon form, in denominations of $100, $500 and $1,000, with privilege of registration as to principal only. Coupons payable May 1st and November Ist at agencies of the Company in New York and Philadelphia. Convertible at option of the holder (in amounts of $1,000 or multiples thereof) on or after May 1, 1916 (three years), and on or before maturity, into 6 per cent. Cumulative Preferred stock of the Company par for par, and Upon conversion, bondholders will also receive Commonwealth Power Rail- way and Light Company common stock of par value equal to 30 per cent, of face amount of bonds so converted. 2038 CORPORATION FORMS AND PRECEDENTS. Disposition of Cash. Of the $7,125,000 cash to be paid into the treasury of the Commonwealth Company under contract, $2,000,000 will be used to retire the note issue of the Company maturing June 10, 1913, and approximately $3,600,000 in acquisition of $2,100,000 preferred stock of Michigan Eailways Company and approximately $1,500,000 notes of Michigan Eailways Company which amounts chiefly represent expenditures made for improvements on the Michi- gan United Traction System, on account of construction of interurban line from Grand Eapids to Kalamazoo and the acquisition of terminal properties in both cities, and on account of purchase of line from Allegan to Battle Creek, the acquisition of Manistee Eailway Company, Manistee Power and Light Company, IStronach Hydro-Electric Power Development on the Manis- tee Eiver, transmission lines to Manistee and dam sites and flowage lands on the Manistee Eiver capable of large additional power development, the remaining $1,525,000 (approximately) being available for the purposes of the Company. •Adjustment of Fractions. Certificates of Stock will not be issued in fractional shares. Fractions will be adjusted on the basis of 88 for preferred and 68 for conmion stock. Depositors are requested to designate in the form provided whether they wish to buy or sell fractions in order to adjust the securities to be issued to even $100 shares. All securities deposited by any stockholder are to be con- sidered together in determining the amount of new securities to which such stockholder is entitled and the fractions to be adjusted. Adjustment op Dividends. Dividends on the Commonwealth preferred and common stocks are payable May quarterly, on the Union preferred and common stocks April quarterly, and on the Springfield preferred stock March quarterly. Payment will be made to depositors of Union stock, representing the equivalent of 6 per cent, on preferred stock and 4 per cent, on common stock from April 1 to May 1, and to the depositors of Springfield preferred stock representing the equivalent of 6 per cent, from March 1 to May 1, 1913. Properties. Commonwealth Power Eailway and Light Company. The properties of this Company are all located in the State of Michigan and comprise gas properties in Jackson, Kalamazoo, Pontiac, Saginaw, Bay City and Flint; electric light and power properties in Grand Eapids, Muskegon, Jackson, Kalamazoo, Battle Creek, Saginaw, Bay City, Flint, Pontiac, Owosso, Cor- unna, and many other smaller places, including large steam power stations at Grand Rapids, Kalamazoo, Battle Creok and Flint, water power generat- ing stations upon the Muskegon, Grand, Kalamazoo and Au Sable Eivers, and connecting high tension transmission lines between the generating sta- tions and distributing systems in the above named cities and towns; railway properties in Grand Eapids, Saginaw, Bay City, and interurban lines from Bay City to Flint, and Grand Eapids to Holland; and water and electric properties at Cadillac. Union Eailway Gas and Electric Company. The properties of this Com- pany comprise gas, electric and street railway properties in Springfield, Illi- ' MISCELLANEOUS LXSTRUMENTS. 2039 nois, and Evansville, Indiana, gas and electric propertiefc in Peoria and Pekin, Illinois; electric properties in Washington, Elmwood, Eureka, Fami- ington, DeKalb, Sjcamore, and other smaller places in Illinois; street rail- way in Kockford, Illinois, and interurban lines from Rofkford to Freeport, Illinois, from Rocklord through Beloit to Janesville, WiKconsin, from De- Kalb to Sycamore, Illinois, and from Evansville through Princeton to Pa- toka, Indiana. Michigan Railways Company. The properties of this Company are all located in Michigan and comprise the city linos in Kalamazoo, Battle Creek, Jackson, Lansing, and the interurban lines connecting these cities with addi- tional lines from Lansing to St. Johns and from Lansing to Owosso and Corunna, controlled under 999 year lease with the Michigan United Rail- ways Company; the new interurban line now building between Grand Rapids and Kalamazoo, and the line between Allegan and Battle Creek; the Railway Power and Light properties in Manistee; and developed and unde- veloped water powers on the Manistee River and tributaries capable of fur- nishing sufficient power to meet the requirements of the Michigan railway properties for many years. Springfield (Ohio) Light Company. The property of this Company is the electric light and power company at Springfield, Ohio. Future Financing. The regular yearly requirements for improvements, betterments and ex- tensions to the Commonwealth, Union and Springfield properties can be provided as heretofore, in whole or in part, by the sale of bonds and pre- ferred stocks of the underlying companies. In order to provide for the completion of the interurban lines from Grand Rapids to Kalamazoo, from Allegan to Battle Creek, such further extensions as may be authorized and another hydro-electric power plant on the Manistee River to furnish addi- tional power required for railway purposes, it is proposed to sell a short term note issue secured by the railway and Manistee power properties until such time as they are in full operation and a bond issue thereon can be sold to better advantage than during the construction period. General. The management of these properties is in the hands of Hodenpyl, Hardy & Co., E. W. Clark & Co., and W. A. Foote. Holders of Interim Receipts will be advised on or before June 1, 1913, whether the Plan is declared operative and notified of the date on which securities will be ready for delivery. The undersigned believe that this Plan will be of immediate and per- manent advantage to the stockholders of the several companies and hereby agree to deposit thereunder all stocks owned by them and intend to exercise the privilege of subscribing for the full amount of convertible bonds to which they are entitled and they recommend that all other stockholders do the same. The representations as to existing facts contained herein are made after careful consideration and are believed to be accurate. The undersigned shall have full power to determine whether the Plan shall be declared operative, to settle and determine all questions and details aris- 2040 CORPORATION FORMS AND PRECEDENTS. ing in carrying out the Plan and to make such changes ;!S shall not materially affect its purpose. E. W. Clark & Co., Ilodcnpyl, Hardy & Co., 321 Chestnut St., Thiladelphia, Ta. 14 Wall St., New York City. April 5?6, 1913. Suggestions to Depositors. 1. Duplicate forms are enclosed herewith, one of which may be used in transmitting securities to depositary, the other retained by depositor for reference. 2. Certificates of stock should be deposited in negotiable form. Do not fill in the name of the assignee in the space provided therefor in the form of assignment on the back of the certificate, but the name of the deposi- tary may be filled in as the attorney to transfer the stock in the space pro- vided for the purpose, this for safety in transmittal, and the assignment should be dated. Each certificate of stock should be endorsed by the person in whose name it is issued exactly as the name appears on the face of the certificate, and if any certificates are issued in the names of persons other than the depositor, or if the depositor desires to have new certificates issued in the name of a person other than that appearing on the face of the certificate deposited, the endorsement on the certificate should be acknowl- edged before a notary public under seal, or guaranteed by an official of a bank having a correspondent in the city in which is located the depositary to which the stock is to be forwarded. 3. If it is desired to have new certificates issued in the names of persons other than the depositor, full instructions should be given in the blank space provided in the form under heading of Special Instructions, in which should also be entered any other special direction, such as the issu- ance of certificates in different denominations, the delivery of certificates to any person other than the depositor, etc., etc. 4. New securities will be issued only for full shares of $100 each. Fractions may be bought or sold as desired by the depositor to adjust his holdings to such full shares. Should the depositor desire to purchase a frac- tion of either preferred or common stock, check should be forwarded to the depositary in payment therefor at 88 for preferred and 68 for common, and when new certificates are delivered to depositors, checks for such fractions as depositor desires to sell at the same prices will accompany the delivery of the certificates. In case depositor desires to sell a fraction of preferred stock and buy a fraction of common stock, or vice versa, the amount of one should not be offset by the amount of the other, but treated independently as above outlined, this to avoid any possible confusion. In the absence of expressed desire to purchase fractions and payment therefor accompanying deposit of stock, it will be assumed that depositor desires to sell any frac- tions resulting from the exchange of securities. See Forms 2187-2191, post. See also Forms 1979, 1993-2027, supra, aijd also Index, title, Holding Companies. MISCrJLLANEOUS INSTRUMENTS. 2041 Form 2187. TRANSMITTAL BLANK USED IN CONNECTION WITH ABOVE PLAN. (Strike out the names of all Depositaries except the one to whom you send stock.) The Michigan Trust Company, Grand Eapitis, Michigan. Fidelity & Columbia Trust Company, Louisville, Kentucky. E. W. Clark & Co., 321 Chestnut Street, Philadelphia, Pa. Hodenpyl, Hardy & Co., 14 Wall Street, New York City. Gentlemen: — Enclosed find stocks, in negotiable form i. e. duly endorsed, witnessed and dated, for deposit with you under Plan dated April 26, 1913, submitted by Hodenpyl, Hardy & Co., and E. W. Clark & Co., as follows: oiocKS iL,ncioseu. p^^ ^.^^^^^ j,^^ ^.^j^^ ....Shares Commonwealth Power Railway and Light Co. Preferred Stock represented by certificate. . numbered ....Shares Commonwealth Power Railway and Light Co. Conunon Stock represented by cer- tificate. . numbered ....Shares Union Railway Gas and Electric Co. Preferred Stock represented by certificate. . numbered ....Shares Union Railway Gas and Electric Co. Common Stock represented by certificate. . numbered Shares Springfield (Ohio) Light Co. Pre- ferred Stock represented by certificate., numbered Shares Springfield (Ohio) Light Co. Com- mon Stock represented by certificate., numbered Shares Michigan Railways Co. Common Stock represented by certificate. . num- bered Total securities to which I am entitled SECURITIES I)F>IUEU IN EXCHA.NOE ?ar Valu» I'ar Valut Prtferrcd {.'ommon ?042 CORPOKATION FORMS AND PRECEDENTS. I desire to g^n fractional shares of Preferred Stock to par value of buv I desire to sell fractional shares of Common Stock to the par value of Par value of stock to be issued. I enclose herewith cheek for $ in payment of > lOOths Preferred shares ,, stock purchased bv me, and expect to receive check for Common ^ ' ) Preferred $ in payment of [ lOOths shares stock sold by me, as above. Special Instructions : In due course please issue the securities to which I am entitled in my name and in the meantime send me interim receipt. Signature (Write plainly with at least one given name in full.) Street or P. O. Box Address City or Town State See Forms 2186, supra, and 2188-2191, post, and notes thereunder. Form 2188. SUBSCRIPTION FOR BONDS UNDER PLAN NEXT PRECEDING. Subscription. Dated at , 1913. (Strike out name of firm not used.) Hodenpyl, Hardy & Co., 14 Wall Street, New York City. E. W. Clark & Co., 321 Chestnut Street, Philadelphia, Pa. Please enter my subscription for $ par amount of Com- monwealth Power Eailway and Light Company Five Year 6 per cent. Con- vertible Bonds when, as and if issued, in accordance with Plan submitted by E. W. Clark & Co. and Hodenpyl, Hardy & Co., under date of April 26, 1913. I agree to make payment for the amount allotted to me at 95 and accrued interest in New York or Philadelphia exchange. (.$ par value of Commonwealth) As Depositor of |^ p^^ ^^^^^ ^^ Union | ?'"« ferred and common stocks under said Plan, I am entitled to an allotment of $ (see note) of my subscription. Upon the remainder MISCELLANEOUS INSTRUMENTS. 2043 of my subscription I agree to accept such allotment as may be made to me. Name (Write plainly with at least one given name in full.) Street or I'. O. Box Address City or Town State Note: In this space should be entered amount representing 30% of the par value of Commonwealth preferred and common stocks deposited, plus 20% of the par value of Union preferred and common stocks deposited under the plan. See Forms 2186, 2187, supra, and 2189-2191, post, and notes thereunder. Form 2189. RECEIPT FOR STOCK DEPOSITED UNDER FOREGOING PLAN. No E. W. CLARK & CO. Date 321 Chestnut St., Philadelphia, Pa. INTERIM RECEIPT. E. W. Clark & Co. acknowledge the receipt from of the follow- ing stocks: Shares Commonwealth Power Railway and Light Com- pany Preferred Stock. Shares Commonwealth Power Railway and Light Com- pany Common Stock. Shares Union Railway Gas and Electric Company Preferred Stock. Shares Union Railway Gas and Electric Company Common Stock. Shares Springfield Liglit Company Preferred Stock. Shares Springfield Light Company Common Stock. Shares Michigan Railways Company Common Stock. and $ in cash, in exchange for which upon surrender of this Receipt there will be delivered shares preferred and shares Common Stock of the Commonwealth Power Railway and Light Company and $ in cash when and as issued and delivered to the undersigned by Hodenpyl, Hardy & Co. and E. W. Clark & Co. in accordance with a certain Plan submitted by them under date of April 26, 1913, a copy of which is on file with the undersigned depositary. Should said Plan not be declared operative on or before June 1, 1913, the stock and cash deposited as above will be returned to the depositor upon surrender of this receipt. Depositary. See T'orms 2186-2188, supra, and 2190, 2191, post. 2044 CORPORATION FORMS AND PRECEDENTS. Form 2190. DECLARATION OF PLAN BECOMING OPERATIVE AND NOTICE. Declaration and Notice. To The Michigan Trust Company, Grand Rapids, Mich., Fidelity and Columbia Trust Company, Louisville, Ky., E. W. Clark & Company, Philadelphia, Pa., and Hodenpyl, Hardy & Company, of New York City, depositaries under Plan, dated April 2G, 1913. To Holders of Interim Eeceipts issued by the above named depositaries. To Subscribers to the Five Year 6% Convertible Bonds of the Common- ivealth Power Eailway and Light Company. To the Stockholders of Commonwealth Power Eailway and Light Company, LT^nion Eailway Gas and Electric Company, Springfield (Ohio) Light Company, Michigan Railways Company, and all others interested. The contract of the Commonwealth Power Eailway and Light Company with Hodenpyl, Hardy & Company, E. W. Clark & Company and W. A. Foote having been duly approved by the Stockholders of the Company at meeting held May 15, 1913: Notice is hereby given that The Plan for acquirement of the preferred and common stocks of the Union Eailway Gas and Electric Company, Springfield (Ohio) Light Com- pany and the common stock of the Michigan Eailways Company submitted by Hodenpyl, Hardy & Company and E. W. Clark & Company under date of April 26, 1913, to the Stockholders of the above named companies (which is hereby referred to and made a part hereof), has been and it hereby is declared to be operative. Notice is also given that (a) On June 16, 1913, engraved certificates of preferred and common stock of the Commonwealth Power Railway and Light Company, and checks in adjustment of fractions and dividends will be ready for delivery upon surrender of Interim Receipts to the depositary by which they were issued, and certificates and checks will be forwarded by ordinary mail unless otherwise directed. (b) The time for receiving deposit of stocks under the Plan has expired and all rights and privileges to stockholders whose stock has not been deposited have terminated. The undersigned will, however, receive application for exchange of securities from any stock- holders who for good reason have been unable to deposit their stock under the Plan, (e) Subscriptions to the 6 per cent, convertible bonds of the Common- wealth Power Railway and Light Company are called for pay- ment on or before three o'clock p. m.. May 28, 1913, and notice of allotment will be mailed to each subscriber. E. "W. Clark & Co., Hodenpyl, Hardy & Co., 321 Chestnut Street, Philadelphia, Pa., 14 Wall Street, New York City. May 17, 1913. See Forms 2186-2189, supra, and 2191, post. MISCELLANEOUS LNSTRUMENTS. 2045 Form 2191. NOTICE OF ALLOTMENT OF BONDS SUBSCRIBED FOR. A-LLOTMENT NOTICE. 321 Chestnut Street, Philadelphia, Pa. May 17, 1913. COMMONWEALTH POWER RAILWAY AND LIGHT COMPANY Five Year 6% Convertible Gold Bonds, Due May 1, 1918. Dear Sir: Upon your subscription to the above bonds, we have allotted you $ boiuls in accordance with the terms of the Plan dated April 26, 1913. Payment for these bonds is to be made on May 28, 1913, on which date there will be due us at this office $ , in New York funds, as per statement below, when bonds will be ready for delivery. Yours very truly, E. W. Clark & Co. HoDENPYL, Hardy & Co. By STATEMENT. $ Bonds at 95 $ Accrued Interest, 2V days at 6% . . . • Amount Payable May 28, 1913. . . . $ See Forms 2186-2190, supra. GENERAL INDEX. [REFERENCES ARE TO PAOES.]* A. ABANDONMENT— Roe Dissoi.ition. of corporate entiTprlHe, proceedings for (Illinois), 1763. ACCKPTANCK — of option, notice of, 814. of constitution by foreign corporation (Wyoming), 363. (Utah), 3lii). by promoter of ofler to underwrite siiares, !»-14. by company of offer to underwrite siiares, 94.'). ACCOUNTS — See Hv-I,aws ; 1{k<;l'latino Ci.alse.s ; Books. assignment of, by corporation, 1488, 1489. • auditing, 547. contingent, regulating clause, 561. guaranty of to a corporation, 1547 note. regulating clauses, 547, 549. ACKNOWLEDGMENT — By corporation. See Certificate; Proof; Statb Forms, Alabama, 366. Alaska, 366. Arizona. 366. Arliunsas, 367. California, 367. of deed executed in England, 368. Colorado, 308. Connecticut, 369, Delaware, 369. District of Columbia, 369. Florida, 370. Georgia, proof by subscribing witness out of state, 870. Hawaii, 371. Idaho, 371. Illinois, 371. of chattel mortgage, 1197. Indiana, 372. Iowa, 372. Kansas, made without the state, 373. Kentucky, 373. Louisiana, made without the state, 374. Maine, made without the state. 374. Maryland, made without the state, 375. Massachusetts, 375. Michigan, made without the state, 376. Minnesotii, 376. Mississippi. 377. Missouri, made without the state, 377. of corporate mortgage, 378. Montana, 379. Nebraska, 380. Nevada, 380. New Hampshire, 380. New Jersey, out of state, 381. New Mexico, 381, New York, 382. of corporation mortgage, 382. 2047 2048 INDEX. [REFERENCES ARE TO PAGES.J ACKNOWLEDGMENT — continued. North Carolina, 383. North Dakota, 384, Ohio, 384. made without the state, 385. certificate of clerk of court, 234, Oklahoma, 385. Oregon, 385. Pennsylvania, by attorney, 386. proof by subscribing witness, 386. made without the state, 387. Rhode Island, 388. South Carolina, 388. South Dakota, 388. Tennessee, 389. Texas, 389. under uniform act, 392. Utah, 389. Vermont, 390. * , Virginia, 390. Washington, 390. West Virginia, 391. Wisconsin, 391. Wyoming, 392. of deed of trust by trustee, 1270. to asBlgnment of stock certificate (New Tork Stock Exchange formr. r68i 759. ♦o power of attorney to prosecute claim vs. U. S., 1559, ACQUIRING STOCK— See Holding Company. ut other corporations, plan for, 2035. charter clauses, 534, 535. ADDITIONAL SHARES — See Increase of Capital Stock. subscription for, 635. ADJOURNED MEETING — See Meetings; Notice; Adjodrnmknt. annual, notice of, 1043. of bondholders, notice of, 1473. of stockholders, notice, 667, ADJOURNED SALE — notice of, 931. ADJOURNMENT — by-law clauses, 729, 731. ADJUSTMENT MORTGAGE BONDS— See Bond Issues. notice of declaration of interest on, 1441. ADMINISTRATOR— See Executor. ADVANCE SUBSCRIPTION— to convertible debentures, 1432. ADVERTISEMENT — See Notice; Offer; Publication; Prospectus. by administrator, of lost certificate of stock, 772. by brokers, of preferred stock, 939, 995, 996. for bids for an entire plant, 1771. sale of serial gold notes, 1024. of preferred stock, 1004. of bonds, 1019, 1021. charter clauses, as to notice by, 569. ADVISORY COMMITTEE — by-law clauses, 688, 717. AFFIDAVIT — See Acknowledgment; Certificate; Oath; Foreign Corpora- tions. antitrust, 95, 180, 325, 360. of mailing notice of meeting, 654, 1033, 1045, 1644, 1755, 1766, of publication of notice, 23, 40, 198, 350, 835, 1045. of ownership to accompany lx)nd of indemnity, 773. INDEX. 2049 [references ABC TO PAOCB.] AFFIDAVIT — continued. of corporators as to principal place of busineBB (West Virginia^, 348. of service of notice, 20, 40, 150, 1753, 1754. to accompany charter (Texas), 320. AGENCY AGUEEMENT— for sale of maclilnery, 1580, 1583 note. AGENT— Sec Aukeement ; Emplovke ; Manager; Officeb ; Foreion Corpora- TIO.NS. authority to give notice to, 1040. bond of, 1572, notice of appointment of (Arizona), 12. resolution appointing statutory (Arizona), 670. West Virginia, 676. to sell, agreement, 1583 note. AGUEEMENT — See Agencv ; Contract ; Articles ; Flotation ; Subscrii'tion ; Kk-Organization ; Sale; Underwriting; Voting Trust; Stockholdebs' Agreements ; Merger and Consolidation ; Dissolution ; Holding Compani ; Issue of Stock for I'roi-ektv. agency, for sale of maclilnory, 1580. order for machinery under, 1583 note. articles of, for warranty deed, 1187. between corporation and employee, 1564-1570. between promoters, as to preliminary expenses, G18. of holding corporations to consolidate, 1759. and holder of options to transfer property for stock, 815. to finance promotion, 982. by company adopting contract made betore incorporation, 1481. by corporation and syndicate permitting exploration work in mines, 802. by corporation to advance money on improvement notes, 906. by directors to lend money to embarrassed trust company, 1546 note. by employee not to enter competing business, 1573, 1574. by majority of stockholders to sell stock to promoter, 816. by member of syndicate to do development work on mines, 805. by promoters of consolidated corporation to exchange control, 850. by security holders allowing creation of prior securities, 1422. covenant not to sue stockholders on account of stock liability, 1553. deposit by stockholders under offer to buy stock, 933. endorsed to take back stock at par, 873. escrow, 818, 819, 1540-1542. See Escrow Agreement. agreement to deposit stock in, 900 note. for amalgamation and consolidation, 1750. arbitration of pending suit, 900 note, 1560 note. change and modification of contract, 1481. continuance of sales agency, 1584 note. control of corporation, 1135-1137. consolidation, 1693. deposit of tailings from mine, 1531 note. employment of general agent, 1568. of manager, 1566, 1567. of salesman on commission, 1568 note. of secretary, 1565 note. for erection of building, 1537. for exclusive sale of cement, 1513 note. for Extension of options, 813. of first mortgage bonds, 1462. for funding arrears of dividend on preferred stock, 1100. for hiring a vessel, etc., 1537, 1540 note. for guaranty of drafts, 1546 note. for lease of entire plant, 1205. for lease with option to i^urchase, 810. for location of plant and sale of stock, 883. fer management of mining property, 1509 note. 2050 INDEX. [REFERENCES ABK TO PAGES.] AGREEMENT — continued. for merger and cousoUdation (New Jersey), 1719; (rennsylvanla), 1705- 1708. of national banks, 1729. of trust companies (Pennsylvania), 1709. for modifying previous agreement, 14S2 note. for organization of corporation and advances, 615. for pooling stock, 1133. for privilege of sale of machinery, 1510. lor public work, 1528 note. for purchase of property and payment in stock, 839. for purchase of property by corporation, 844. for reorganization, 1804-1923. See Ueorgamzation. for right of way for railroad, 1531. for right to lay water pipes and conduct water over land, 1528. for right to purchase property held under options, 807. for sale of bonds to capitalists to be ofTered to public, 977. for sale of business, 840, 1756. for sale of cars, 1508. See Car Trusts. of entile product of manufacture, 1515 note. or return of stock, 872. of coal, 1516-1518, 1519 note. of entire business to another corporation, 819, 847, 848. of iron, 1520. of malt, 1515 note. of lumber, 1520, 1523 note. of machinery, 1515 note. of goods at price to l>e fixed by appraisement, 1501. of options, 812. of portion of business of manufacturing corporation and lease, 82i'.s of corporate stock and bonds, 873, 881. of stock deposited as security for margins, 892. of stock on credit, 888. of stock with collateral condition, 878. of springs, 1515, note. of secret process, 1.505. on commission, 1584, 1583 note. of wagons, 1583 note. option, 799. See Option Agkeemknts ; Promoters. for property to be taken over by proposed corporation, 796. on manufacturing plant, 789. for sale of property to promoter, 788. to sell business to promoter of con.solidation, 792, to purchase property, 809. timber on commission, 1584 note. of consolidation (New Jersey), 1713. of debenture holders to extend time for payment, 1469. for hypothecation of stock or bonds, 904. for sale and agency, 1583 note. of stockholders for arbitration, 1142. of stockholders to join in litigation for deceit in sale of stock, 1145. of vendor guaranteeing dividends on shares with option to repurchase, 871. pooling, 1133. relative to pledged property, 1535. subscription, prior to incorporation, 620. syndicate to purchase and resell mines, 981. to as.sume subscription, 651. to complete public work for stock, 893. to donate stock to a corporation, 1142. to endorse and guaranty corporate notes, 1551 note. to erect garbage furnace, 1515 note. to exchange bonds, 888. INDEX. 2051 [REFEnEXCES ARE TO PAOEf.] AOBEKMESr—continucil. to expedite delivery of niiiterjals, l.'iO!). to Kive options on stock to syndicate agreeing 1o do exploration worl£, 802. to give sales agency to purchaser of stork, l.'jTS tuitc. to Issue paid-up stock for a debt, 8-l.'>. to lend credit, lool note. to pay commission for sale of stock, 1584 note, to pay money, with release, etc., l.'»54. to pool stock, 11.3."?. to purchase notes, 908. stock taken in consideration of employment, 1;177. bonds from subscrilier, 14.'i7. to sell property for stock or bonds, 840 to sell stock, 87"), 878. received for patent, 880. to subscribe, after incorporation, 022. See Subscription. conditionally, 02.")-027. for preferred stock, 02.'?. for bonds and convey land for plant, 883. to stock of railroad company, G-'>. with terms of stock Issue, 024. to surrender note if reorganization effected, 1174. to transfer vendor's shares to secretary In trust fur company. 1141. property for stock, 077. See IssiK uv Stock for I'ltopEUTV. to vote with other stockholders, 1111 note. underwriting. See U.ndkrwkitixg. voting trust. See Voting Tki'st. with bank on obtaining credit, 1542, 154.'], 1544, 1546. with broker, 892. for sale of stock, 881. . with corporation by bankers for loan secured by pledges of corporate securities, 912. with creditor bank to take stock in proposed corporal ion for debt, 895. with employees as to Inventions, 1578, 1579 note. to hold stock in trust for a term, 1570. not to enter competing business, 1573, 1574. with fiscal agent to sell treasury stock, 979. with promoters and contract of subscription, 013. for sale of entire property in exchange for stock, 805. United States Government, Treasury Department, 1523. AGRICULTUUAL IMPLEMENTS— object clause, 89. AIDING — other corporations, charter clause, 533, 534, 541. ALABAMA— acknowledgment, 300. affidavit of agent of foreign corporation, 4. declaration of incorporation, 1. foreign corporation, form of certificate, 3. statement filed with State Auditor, 4. AL.ASKA— , acknowledgment, 3('.0. articles of incorporation. 0. foreign corporation, certificate, 8. statement, 7. ALLOTMENT — See Increase of Stock; T'nderwhitino. letter. 1008. of stock, regulating clause, 554. of bonds, notice of, 2045. AMENDED CERTIFICATE OF INCORPORATION— of T'nited States Steel Corporation, 2017. 2052 INDEX. [references are to pages.] AMENDMENT TO CHARTERS— See By-Laws; Change; Certificate; Dissold- Tio.N" ; Decrease of Cai-ital Stock; Directors; Increase ok capital Stock; Merger and Consolidation ; Notice ; Special Meetings ; Reorganization ; Receipt ; Warrant ; Temporary Ceutificati; ; Subscription, applicatioa for, (South Carolina), 305. certlflcate of, Arizona, 12. Colorado, 47. Connecticut, 56. Iowa, 11-2. Loui^siana, 131. ilassacluisetts, 152. Michigan, 104. Missouri, 17G. New Jersey, 199, Ohio, LMG. Porto Rico. 287. South Dakota, 312. Tennessee, 316. Texas, 321. West Virginia, 346. Wisconsin, 354. of change of name (Illinois), 1688. of change of objects (Illinois), 1GS9. of change of principal place of business (California), 21. of cliange of principal ollice (Illinois), IGOl. of increase or decrease of directors (California), 21. charter clause, 546. extension of duration. See Extension of Duration. notice of annual meeting to amend, 1038, 1634. of change of name (Illinois), 1G88. of change of objects (Illinois), 1688. of change of principal place of business (California), 24. of special meeting to change name and objects, etc. (Illinois), 1686. to increase stock and amend charter and by-laws, 1G67. to change number and par value of shares, 1680. resolution for change of name, 1687. See Name. for change of objects of corporation, 1689, 1646. of directors calling special meeting of stockholders to reduce capital stock, 1078. to extend duration of corporate existence, 1600. See Extension of Duration, to change par value of shares, 1680. for change of principal place of business, 1091. of directors calling stockholders' meeting for (New Jersey), 199. Increasing capital stock and changing par value of shares, 1681. to change name, 1646. to change number of directors, 1046. See Directors. stockholders consent to change (New Jersey), 200. waiver of notice of meeting to amend charter (Ohio), 247. AMERICAN CIGAR COMPANY — agreement prior to formation, 607. AMERICAN SNUFF COMPANY— agreement prior to formation, 004. AMERICAN TOBACCO COMPANY— proceedings for disintegration of, 1778-1802. ANNL'AL MEETINGS — 'See Call; Notice; Stockholders; Minutes; Special Meetings. acceptance of election as director, 1051, affidavit of mailing notice of meeting, 1044-5. of publication of notice, 1045. authority to company to give notices to agent, 1046. INDEX. 2053 [REFERENCES ARE TO PAGES.] ANNIJAI. MEy.riSGH— continued. bullot for dirt'ctors. 1050. for officers, 1050. by-law clauses, as to notice, G84, 706 iUHI)ectK STOCK— See Calls ; For- KEiTLRB OF STOCK ; SuBSCRii'TiON ; Stock ; SiiARES ; STOCKHOLDERS ; Bv-Laws ; Regllating Clauses; Reorganization. deed by treasurer for stock sold for unpaid installments, 785. notice of sale of forfeited stock, 784. sale of stock for non-payment of assessments, 784. assessment on stock, 778. call, 777, 778. upon partly paid stock, 779. final call upon partly paid stock, 780. forfeiture, 784. liability to forfeiture, 783. to stockholder under resolution preliminary to forfeiture, 782. of offer to receiver to buy assets and pay calls, etc.. 780. of order of referee In bankruptcy for assessment on partly paid stock. 777. published notice of assessment, 781. call, 779. sale of stock to pay assessments, 785. receipt for installment, 782. regulating clauses, ' 555-6. resolution in reference to assessment on shares, 776, 673, 674. of directors to make calls upon shares, 776. of directors levying assessment. 770. preliminary to forfeiture of stock, 782, of forfeiture of shares, 783. waiver of notice of payment of assessment by stoikholder, 780. of assessments, 780, 781. ASSETS — See Property ; Bond Issues ; Quick Assets. covenant to keep on hand quick, l.'{27. ASSIGNMENT — See Tatents ; Tkade-Marks ; Subscription; Tkansfkr ; Bill of Sale; Deed; Bond Issues; Agreement. consent to, 1496, 1204. detached, of stock, 760, 761. general, to a corporation, 1489. of account, 1488, 1489. bill of sale with warranty, 1501. bond, without recourse, 1490. concession, 1542 note contract. 1494, 1495. with covenant to indemnify assignor, 1494, of subscription. 613, 650, 651. decree, agreement for. 1408 note equity In pledged collateral, 924, 2056 INDEX. [references are to pages.] ASSIGNMENT — continued. insurance policy to secure indebtedness, 1494 not9 judgment, by a corporation, 1497. lease, 1220, 1204. moneys due under a contract, 1491. due and to become, 1491. .patent to promoter, 858. personal property by a corporation, 1502, right to subscribe for increased stock, 1661. salary and notice to employer, 1584. separate of stock certificate, 757, 760, 761. of shares of stock, by endorsement, 761. to be held in trust, 1139. of stock (111.), 762. notice of, 762. of stock certificate (N. Y. Stock Exchange form), 757-761. of subscription to stock, 650, 651. notice of, 1498, 1499. ASSUMING liability and business, charter clause, 532. ATTORNEY — 'See Agent ; By-Laws ; Officer ; Power of Attorney ; Opinion. AUDITING ACCOUNTS, regulating clause, 547. AUDITOR — 'See Auditing Accounts ; By-Laws ; Officers ; Regulating Clauses. by-law relating to, 740, 699, 710. certificate of (Massachusetts), 156, 162. regulating clause, 548. resolution appointing to fill vacancy, 1067. removing, 1068. AUTHORITY — to company to give notices to agent, 1046. AUTOMOBILE, object clause, 103. AUXILIARY, and additional purposes, charter clause, 545. B. BAILMENT — See Contract ; Agreement ; Pledgb. contract of, 1583 note * BALANCE SHEET, charter clause, 548. BALLOT — See Annual Meeting ; Meeting ; Election. for directors, 1050. , officers, 1050. BANK — See Merger and Consolidation ; Dissolution ; Negotiable Instru- ments ; Notes ; Pledge ; Guaranty. certificate to, 680. agreement with, on obtaining credit, 1542. guaranty of corporate indebtedness to, 1550v resolution naming depositary, 675. as to deposit of corporate funds, 673, 674. BANKRUPTCY — See Dissolution ; Reorganization. notice by receiver of time within which to present claims, 2045. order by referee for assessment on stock, not fully paid, 777. notice of petition and offer to buy property, 2013. power of attorney for corporation, 2011. proof of claim of corporation, 2008. of secured claim, 2009, 2010. BENEFIT ASSOCIATION — See Employees' Benefit Association. BILL OF SALF: — See Agreement ; Contract ; Assignment ; Warranty. assignment of, with warranty, 1501. by corporation, 1499. to corporation, 1500. BOARD — See Directors ; By-Laws ; Meeting ; Minutes ; Executive Committee ; Directors' Mektinos. INDEX. 2057 [REFERENCES ARE TC^ PAGES,] BOND — See Bond Issues ; Negotiable Instruments ; Bond ; Notes ; Deben- ture ; First Mortgage Bonds. assigumcut of. without recourse, 14!)0. for tomplotion of building. 1480. contract witli U. S. Treasury Department, 1527 deed, 1188. mlnlnp property, 1189. payment of money, 1483. performance of cow.'nant8. 1482, 1488. of agent of corporation. 1572. contractor for erection of hulldlnK, 1485. employee of corporation. 1571. Indemnity for lost bond, 1181. ccrtlflcate. 772. 773. note, 1181. Indemnity to surety on bond. 1483, 1484. lessee for performance of covenants of mining lease. 1488. oflBcers of a corporation, by-law provisions, 704. 712. sub-contractor, 1487. treasurer, 681, G82. guaranty by indorsement, 1379, 1380, 1381. to keep options in force, 813. BOND ISSUES — See Flotation; Listing Stock; Mortgage; Notes; Resolu- tions ; liEOKGANIZATION ; SUBSCRIPTION ; TRUST DEED ; UNDERWRITING. adjustment mortgage bonds, notice of declaration of interest, 1441. advance subscription, 1432. advertisement of bonds, 1019, 1021. and offer to receive other bonds in exchange, 1021. agreement. by security holders. for creation of prior securities, 1422. for extension of first mortgage bonds, 1462. of debenture holders to extend time of payment, 1469. to sell property for stock and Iwnds, 84C. to sell bonds to capitalists intending to offer same to public subscription, 977. to purchase bonds from subscriber, 1437. to subscribe to and convey land for plant, 884. application for subscription to, 1025. allotment of bonds subscribed for, 2045. bondholders' meeting to consider default in interest, notice of, 1470, 1474. proxy for, 1472. bonus of stock, subscription for bonds with, 1435. certificates of deposit. notice of exchange for definitive engraved securities, 1425. of bonds. 1472. certificate of sinking fund commission as to drawing of bonds, 1451, certificate as to creation of bonded indebtedness (California), 33. clauses In trust deeds, etc. acceptance by depositary, 1468. advances by trustee to protect property, 1234, 1347. after-acquired property, 1235, 1359. bearer, right to deal with as owner, 1311, 1353. Iwndliolders not to sue until trustee ia default, 1242, 1267, 1312. 1351, 1394, 1396. bonds, execution and delivery of, 1257. books and accounts, and audit of. 1236, 1359. possession of, by trustee on default, 1242. cancelation of bonds as paid, 1232, 1387. certificate of bonds by trustee, 1230, 1259, 12fil, 1305, 1346, 1385. certificate of deposit of pled^jed stock, i:'.66. *" of extension of bonds, 1465. 2058 INDEX. [RKFEKEMCES ARH TO PAGES.] BOND ISSUES — continued. collateral, control of before defnnlt. 112S4, 13(iG, 1367, 1376, 1389, 1395, sale of on default, 1367, 1376. trust certificates, guaranty of, 1373. construction work, issue of bonds for, 1258. conversion of bonds into stock, 1326. 1347. 1365. coupons, no lien after maturity. If detached, 1238, 1284, 1288. covenant, as to validity of proceedings, 1384, 1468. as to use of proceeds, 1386. ^ for additional security, 1401. not to encumber property, 1346, 1358, 1366, 1387. not to Incur obligations outside scope of business, 1235. not to pay extra dividends unless delx'ntures provided for, 1359. of compliance witli statutory requirements, 1255. to cancel part of debentures annually, 1347. to maintain office, 1283, 1307, 1388. to maintain property, 1233, 1255, 1346, 1358, 1405. to maintain quick assets, 1235, 1327, 1359. to pay bonds, 1232, 1282, 1306, 1346, 1367, 1374, 1387, 1466. to pay interest oh prior securities, 1366, 1387. deposit of bonds with trustee, 1245, 1267, 1312. effect of calling bonds for prepayment, 1232. of consolidation or merger of corporation, 1238, 1375, evidence of ownership of debenture, 1353, 1369. foreclosure, application of proceeds on, 1264, 1354, 1391. consent to decree of, 1242. to entry of judgment on default, 1242. fees, 1242. indemnity to trustee, 1243, 1265, 1351. operation of property, 1403. foreclosure. by sale, 1264, 1367, 1376, 1390. use of notes in payment for collateral purchased at sale, 1392. further assurances, 1236, 1255, 1284, 1388, 1405. general descriptive clause, 1229, 1254, 1412. guaranty of bonds, 1379. ^ of collateral trust certificates, 1373, 1377. habendum clause, 1229, 1254, 1280, 1361, 1384, 1401. income, ascertainment of, 1306, 1320. Insurance, 1233, 1256, 1346, 1405. Interest coupons, 1228, 1252, 1279, 1304, 1318, 1325, 1333, 1340, 1344, 1357, 1364, 1373, 1384, 1415. Judgment, entry on default, 1392. license to take possession on default, 1403. lost or destroyed bonds, 1245, 1281, 1364, 1386. majority of note-holders, powers of, 1393. ' notices and requests by bondholders, 1245, 1311, 1350, 1353, 1369 1394. notice of interest on income bonds, 1307. option to redeem bonds, 1365, 1374. parties claiming under mortgagor subject to mortgage, 1239. personal liability of stockholders, officers and directors, waiver of, 1246, 1267, 1311, l.^->2, 1393. pledged stock, voting on prior to default, 1366. possession after default, 1240, 1262, 1402. by trustee liefore default, 1404. until default, 1237, 1254, 1402. power to sell old material, etc., free from lien, 1237, 1256, 1405. prepayment of bonds, 1231, 1260, 1286, 1308, 134H, 1349, 1386. proceeds of collateral before default, 1284, 1366, 1367, 1376, 1389. principal due on default, 1240, 1263, 1288, 1309, 1350, 1367, 1390, 1467. proceeds of Insurance, 1234, 1256, 1346, 1377, 1405. INDEX. 2059 [befehences ahe to pages.] BOND ISSUES — continued. in-ott'ctlon of trustee, 1230, 1207, 13r.4. 1300. 1300. 1405. purchase of lK)iifls by company aiitl n-leUKf of collateral, 1287, 1308. purchase of Itorids for slukiuj; fund, l.'rjK. reciiver, appointnient of, 1241. 1205, 140;{. reconveyance of property on performance, 1247. recording mortgage, 1244, 1200, i:!»5. rcdcmi)tii)n l)y company of pledged securities, 1300. redemption from sinltiiig fund, 12r)(j, 1300. redemption of Ixjnds, 131U, ];'.;!0, 134^, 1374, 13.S0, 1467. refunding and Improvement bonds, issue of, 1341. registration of Itonds, 1231, 1202, 130.5, 1374. and transfer of bonds, 1283. registry endorsement, 122S, 1318. release of part of mortgaged premises, 1237. 1257, 1280, 1404. upon full performance, 1239, 1203, 1310, 1352-5, 1377. remedies cumulative, 1393. remedies restricted to parties and bondholders, 1282, 1393. repairs, 1233. resolution as to execution of bonds. 1250. as to issue and application of bonds. 1250. as to sale of bonds, 1250, as to supplemental mortgage, 1407. security and lien of bonds, 1230. sinking fund, resolution for, 1253. clause for coal company, 1330. covenant to m.fiutain, 1259, 1328, 1336. purchase of bonds for, 1201. redemption of bonds from, 1253. to redeem convertil)le bonds, 1328. stockholders' resolution, 1249. substitution of collateral, 1375, • 1395. surrender and exchange of bonds, 1416, 1466. taxes. 1232, 1283, 1345, 1306, 1387. 1405. temporary bonds, 1240, 1282, 1300, 1302, 1416. trustee, acceptance of trust, 1300, 1398, 1406. 1409. certificate of, 1228, 1252, 1279, 1305, 1333, 1357, 1304, 1384. compensation of, 1244. 1260, 1299, 1312, 1352, 1396. defense of suits by, 1243. employment of agents, etc.. 1353. indemnification, 1312, 1369. 1377. Individual trXistee, 1248. liability of. 1245, 1206, 1207, 1299, 1313, 1352, 1360, 1368, 1377, 1395, 1418. lien for expenses, 1285, 1313. power to bid in property, 1242, 1351. power and control over collateral security, 1285. protection by certificate of oflBcers, 1244, 1206, 1300, 1354, 1405. remedies on default, 1241, 1288,- 1350, 1307, 1376, 1389. 1403, 1467. resignation, removal and appointment of successor, 1247, 1208, 1300, 1313, 1354, 1308, 1377, 1396. sale of collateral on default, 1288, 1392. waiver of default by bondholders, 1244, 1206, 1288, 1351. of demand of payment, etc., 1468. of exemption and stay laws, 1388. warranty clause, 1232. coal company,- first mortgage sinking fund bond, 1334. clauses regulating bonds, 1336. collateral trust deed securing bonds, 1277. securing income Ininds, 1302. convertible bonds, 1361, 2060 INDEX. [bkfekknces arh to tages,] BOND ISSUES — continued. guaranteed trust certificates, lo70. gold notes, 1382. feDdorsement on stock certiflcatos pledged under, 1315. notes, notice of redemption, 1447. sale of by trustee, notice of, 1476. convertible bonds, 1323, 1363. debenture indenture, 1342. clfuises of mortgage regulating, 1326, 3. '.28. , debenture, 1343. advance sul>scription for, 14.".2. collateral trust agreement securing, l.'KJl. notice to stoclcholders of privilege to subscribe for, 1420, 1427-1429. conv«rtible debenture, note, 1356. agreement to extend time of payment, 1460. indenture securing, 1358. subscription receipt for, 1435. warrant for, 1432, 1433. deed of trust. See Mortgage ; Bond Issues ; Sale. notice of special meeting to autliorize execution of, 1272. securing convertible debentures, 1342. securing first mortgage collateral trust bonds, 1277. definitive engraved securities, notice of exchange of certificates of deposit for, 1425. directors, resolution authorizing mortgage, 1276. resolution authorizing mortgage and Ixind issue, 1273. election to pay off part of notes and exchange now notes for residue, notice of, 1399. endorsement of bonds, N. Y. Stock Exchange Rules, 1941. extension of bonds, notice of, 1460, 1461. agreement for, 1462, 1469. first mortgage bonds, agreement for extension of, 1462, coal company, 1334. convertible, 1323, 1330. coupon, 1226, 1251, 1274, 1278, 1323, 1330. forms of, 1226, 1251, 1274, 1278, 1320, 1523. of paper coinpany, 1332. of power company, indenture securing, 1249. registered, 1320, 1322. resolution as to exchange for consolidation bonds, 1455. of preferred stockholders authorizing execution of, 1423. sinking fund, 1332, 1334. supplemental, 1399, 1407. trust deed securing, 1225. fractional warrant for debenture, 1433. general mortgage railroad lx)nd, 1322. gold notes, 1383. trust deed securing, 1382. guaranteed trust certificates, 1371. trust agreement for, 1370. guaranty of bond by corporation, 1378, 1379, 1380, 1381, clause of mortgage, 1379. of interest, 1438. notice to bondholders in re, 1488. of trust certificates, 1373. resolution of directors authorizing, 1381. Income bonds, clause in re payment of interest on, 1320. collateral trust deed securing, 1302. form of, 1303. 1315. INDEX. 2061 [REFERENCKS AUG TO PAfJES.] BOND IRSTTES— ron«nuP(/. notice to deposit to havo Inlm-Kt warrants attached, 1437. of declaration of Interest on, 1444. of payment of interest on, 1442, 1443. scrip. i;n8. indemnity l>ond for lost coupons, 147H. Indenture. See MoitTtiAOK ; Tiu'.st Deed. securing convertible delx-ntures, i;<4L'. coupon del)enture notes, i;{r)H. first mortgage gold bonds of power company, 1249. Roid notes, 1382. Interest, guaranty of, notice to bondholders, 1438. on income bonds, clause in re, l.'{20. warrants, de|)Osit of income bonds to have attached, 1437. limitatiims on power to create mortgages, 5G8. mortgage. See Cdj. lateral Trust Deed. supplemental, 1399, 1407, 1410. resolution of preferred stockholders authorizing execution, 1423. notes. See Notk.s ; Negotiable Insthc.me.nts. 0. ^ trust deed securing, 1382. notice as to deposit of Income bonds to have interest warrants attached, 1437. by trustee for talcing up bonds on condition, 1440. of adjourned meeting of bondholders, 147;]. of allotment of lx)nds, 2045. of annual meeting' of registered bondholders. 1473. of appointment of successor trustee* 1474, 147.'>. of ascertaining and declaration of interest on income lK)nds, 1444. of bonds drawn for sinking fund, with notary's certificate, 1450. of redemption, with notary's certificate, 1440, 1450. of Imndholders' meeting to consider default In interest, 1470. to appoint successor trustee, 1473. of declaration of interest on adjustment mortgage bonds, 1441. of exchange of new bonds for matured l)onds, 145S. notice of exchange of certiiicates of deposit for definitive engraved securi- ties, 1425. exchange of temporary certificates for new bonds, 1424. election to pay off portion of notes and Issue new notes, 1399. exercise of option to call lionds for payment, 1451. extension of sinking funii l>onds, 1400. landholders' meeting, 1471. otTer to exchange l)onds on certain terms, 1459. exchange preferred stock for bonds, 1458. extend first mortgage l>onds. 1400. payment of couixms, 14.'!!). on matured timber land certiiicates, 1444. interest on income bonds, 1442, 1443. Interest on deposited mortgage Iwnds, 1440. of l>onds by successor company. 1445. of first mortgage bonds and privilege to exchange for consoli- dated l)onds. 14r)5. privi'ege to extend tini(> of payn;ent of bonds and offer of e:(chauge. 1401. pulilic sale of securities Iiy trustee, !»26, 927. purchase of bonds by leave of court, 1454. reception of proposals to sell bonds, 1453. • to sinking fund. 14ri2. 14.";!. of [iroposals to sell e(iuipment bonds to sinking fund. 1453. of olTers to sell iMjnds for proceeds of part of collateral, 1454. redemption of bonds l)efore maturity, 1445, 1447, 1448. sinking fund Ininds. 1448. collateral notes. 1447. entire l)ond issue, 144fi. with offer of other securities, 1456. 2062 INDEX. [keferences are to pagbs.] BOND ISSUES — coniinued. sale of shares by special niastor under decree of foreclosure, 929. by trustee of collateral securing bonds, 1476. notice of, special meeting. to authorize issue of bonds, 1632, 1633. to authorize aiortRage, 1631. to authorize issue of sinking fund bonds, 1271. to authorize l)ond issue and mortgage trust deed, 1272. to increase indebtedness (California), .35. stolen bonds, 1479. trustee's sale of real estate under indenture, 1477. vacancy in office of trustee, 1474. to bondholders of right to have guaranty of interest endorsed, 1438. to stockholders of privilege to subscrilie for convertible gold bonds, 1426, 1427, 1429. by trustee of taking up coupons on condition and acceptance, 1440, offer to sell stock to purchasers of bonds, 887. opinion of counsel as to validity of bonds, 1026. V as to organization, right to issue bonds and title to real estate, 1028 as to legality of organization and bond issue, 1029. paper company, sinking fund l)ond, 1332. power to issue bonds, charter clauses, 539, 540. power company, indenture securing first mortgage bonds, 1249. preferred stockholders, resolution authorizing first mortgage, 1423. stock, notice of offer to exchange for bonds, 1458. protective committee, notice of payment of interest by, 1443 protest against bond issue b^ stockholder, 1271 tiote. proxy for bondholders' meeting, 1472. redemption of bonds, notice of, 1445-1449. notice of, and offer of other securities, 1456. refunding and improvement bonds, 1339. clauses regulating issue of, 1341. registered bond, 1320, 1322. resolution of stockholders authorizing bond issue, 1273, 1423. of directors authorizing bond issue, 1278, 1277 note. of directors to call stockholders' meeting to increase debt (Califor- nia), 34. as to surrender of mortgage bonds for new bonds, 1424, 1277 note. authorizing guaranty of bonds, 1379 note. and notice of privilege to subscribe for convertible bonds, 1427. as to payment of first mortgage bonds and exchange for consolidated bonds, 1455. to cancel l>ond and mortgage, 1277 7iote. to create corporate indebtedness and issue bonds (California), 37. to issue bonds to acquire property, 1277 note. restriction on power to mortgage or pledge, charter clause, 568, 569. sale of collateral by trustee, notice of, 1476. real estate by trustee, notice of, 1477. scaling down securities, agreement for, 1422. scrip, income mortgage bond, 1318. sinking fund bonds, clauses regulating, 1328, 1336. coupon bonds, 1330, 1332, 1334. commissioners' certificate as to drawing bonds for, 1451. notice of reception of proposals to sell Iwnds to, 1452, 1453. uotice of special meeting to authorize issue of sinking fund bonds, 1271. prospectus for bonds, 1008, 1016. Bpecial meeting, notice of, to authorize issue of sinking fund bonds, 1271. to authorize l)ond issue and trust deed, 1272. Stock, clause of mortgage regulating conversion of bonds into, 1326. certificate, endorsement on pledged, 1315. INDEX. 2063 fRKFEIIEXCES ARE TO TAGES.] BOND ISSUIOS — continued. stofkholdcrs, rcsdliilioii aiitlioriziDK Issue, 1273. HuhscrilxT. n>{ri'tTji(?nt to piirdiasc; IxindH from, 14.'{7. Hubsci'l|jtloii, advance to coiivertihle debentures, 1432. for bonds, ]4:itJ. for bonds witb stock bonus. 14;i.'>, 2042. receipt for debentures, 14;i5. supplemental mortuaKi', l.'!!»!), 1410. of after-ai(niiicd properly, 1407. stolen bonds, noliec of, 147!>. Indemnity lK)nd for, 147;>. temporary certificates, notice of exchange for bonds, 1424. trust certilicates, agrecmiMit securing; su^raiit<'ed, l.'{70. trust deed, securing 'irst m()rtKaj;e bonds. 122."). securing first mortgage collateral trust bonds, 1249 securing income bonds, 1302. trustee, notice of appointment of successor, 1474, 1475. bondholders' meeting to appoint successor, 1473. vacancy in office of, 14 74. sale of collateral by, 147(!. sale of real estate by, 1477. underwriting agreement for bonds, 958, 959, 9G1. warrant for debenture, 1432. fractional, 143.3. BONUS — See SrnscitirTioN ; Sai.ks of Stock ; Ro.nd Issues ; Flotation. subscription for pr(>ferred stock with, U3S-G45. for lK)nds with, 1435. nOOK DEBTS, specKic pledge of, 1198. BOOKS — See By-Law-s. and accounts, power to examine, 549. by-law provisions, 724. charter clause, 539. dividend, 1099. stock certilicate, short form, 7oG. stock journal, 238, 707. ledger, 23S, 768, 770. transfer, 764, 765. BOHKOW, power to, and issue securities, 535, 536. resolution to, 1068. BOSTON STOCK KXCIIANGK— See r.isriNr. Si;cL'itrni:.s on Stocic Excha.xoes. BROKER — See Collateiiai. ; Flotation; ruoMoTiuts ; Sales of Stock; Stock EXCHANCE. advertisement of preferred stock, 095, 996. agreement witb, 892. for sale of stock, 881. memorandum of sale of bonds, 893. prospectus for bonds and stock, 1016. prospectus for stock offered by, 983-997. BUILDING— agreement, for erection of, 1537. with U. S. treasury department, 1523. bond of contractor, 1485, 1486. sub-contractor, 1487. BUSINESS — See By-Laws; Office; Is.sie of Stock fou PnorEiiTv ; Option Aguee.mknt.s ; Reoi-lating Clauses; Si-ecific Oiuect Clauses. agreement for sale of. 1756. assuming liability and, 532. eeneral object clauses as to, 537, 538. place of, charter clause, 5.39. power to acquire, 532, 533. specific object clauses as to, 396-531. 2064 INDEX. [REFERENCES ARE TO PAGES.] BY-LAWS — See Regilating Clauses. advisory committee, ti88, 717. adjournments, 729, 731. amendments to, 603, 701, 705, 713. 725, 72'J, 737, 739. notice of special meetings for, 1607. annual meeting, notice, 6S4, 706. time of, 684, 693, 702, 706, 719, 726. auditor, 699, 710, 740. assistant 699 710. bonds of officers, 704, 712. books, etc., 724. casbier, 722. certificate as to, 741. certificates of stock, 692, 699. 7»U. Tlo. 72;;, 728, 736. lost or destroyed, 702, 724 7;{6. regulations concerning, 692, 700. transfer of, 692, 700, 701, 710, 72:!. 728, 736. cbairman of board of directors, 090, 722. charter clause, 507. checks, 700, 711. clerk, 735. committees, election of, 688, 696, 708, 717, 734. common stock. 716, 738. comptroller, 091. Delaware form. 72.j. depositaries, 096. directors, classification, 686. comi)cnsation, 688, 721, 734. election of, 686, 695, 707, 726, 731. interested 087. meetings 680. notice of special meetings of, 686, 696, 707-8. .720. 727, 732. order of business at meetings of, 087, 090. 705, 708. power oviT corporate property, 7.'!.".. quorum, 087, 690, 704, 708, 720, 7:!2. 7.^9. regular meetings, 687, 696, 703, 707, 720, 727, 732, 739. special meetings, 687, 690, 704, 70S, 720, 727, 7.32, 7:59. submission of contract to approval of stockholders, 087. to iKj stockholders, 086. 703. 704. 717. 729. vacancies, 080. 095, 703, 707, 717, 739. dividends, 092, 700, 718, 728, 7::7. executive committee. 696, 70S, 717, 723, 734, 739. finance committee, 088. fiscal year, 712, 729. forfeiture of stock for non-payment of assessments, 702. forms of by-biws. 084-741. general counsel, 090. general manager, 740. guaranteed stock, 714. Illinois form, 701-706. inspection of books, 719, 725, 734. inspectors of election, 685, 095, 706. Maine form, 729. negotiable instruments, 718, 734. New Jersey form, 684, 693. notice of annual meeting to amend, 1039, 1040. ofliters, cle< tion of. 688, 689, 097, 703, 704-709, 721, 727, 732-739. removal of, 0S9, 704, 734. organization meetings, 730. preferred stock, 715, 738. president, 690, 097, 704, 709, 721, 727, 732, 739. INDKX. 2065 [ KEKEKENCES AHK TO PAGES.] BY-LAWS — continued. principal office, 713, 725, 729. proxies, 685, 720, 730. quorum, 684. resignations, 735. seal, 603, 701, 713, 726, 729, short form of by-laws, 738. South Carolina form, 713. secretary, 691, 698, 705, 710, 722, 727, 735, 739. assistant, 691, 698, 710, 723. special stockholders' meetings,, 084, 694, 702, 700, 719, 726, 731, 739. notice of, 684, 694, 702, 703, 719, 726, 7:!1, 738, 739. stock ledger, 728. stockholders' meetings, list of stockholders 685. organization, 685. proxies, 685, 720, 730. quorum, 684, 694, 703, 720, 726, 731, 738. order of business, 706. voting, 685, 694, 703, 706, 719, 726, 7.;0, 738. transfer agent, 692, 724. transfer books, closing of, 692, 700, 725. treasurer, 690, 698, 705, 710, 722, 728, 735, 739. assistant, 691, 699, 710, 722. bond of, 091, 699, 722, 728, 735. United States Steel Corporation 684. vacancies in office, 736, 739. vice-president, 690, 698, 705, 721, 727, 733, 739. second 698. voting upon stocks in other corporations, 691, 699. waiver of notice, 721, 731, 737. working capital, 693, 700, 718. C. CALIFORNIA — acknowledgment, 367. articles of incorporation, 18. without capital stock, 19. certificate, to increase or decrease directors, 21. of removal of principal place of business, 21. of extension of existence, 24. of increase of capital stock, 28. of creation of bonded indebtedness. 33. foreign corporation, designation of agent, 41. order for change of name, 25. order for voluntary dissolution, 26. report on general franchises, 42. CALL — See Assessment; Instalments; Notice; Subscription; Meeting. by majority of stockholders, notice of 1637, 1765. by stockholders to dissolve corporation, 1765. for first meeting, by Incorporators, 654. forfeiture of stock for non-payment of, 555, 556. notice of, on stock, 777-779, 780. of special stockholders' meeting by stockholders, 1637. by one stockholder, 1638. payment of, regulating clause, 554. regulating clauses, 555. rosohition of directors to make calls on shares, 073. 674. 776. setting off dividends against. 561. CANCELLATION — See Revocation ; Sunsciiii-TioN ; Proxy ; Power of Attorney. CAPITAL STOCK CLAUSES — See Stock ; REcri-ATiNG Clauses ; Preferred Stock. preferred stock — cumulative. 571. 2066 INDEX. [references are to pages.] CAPITAL STOCK CLAUSES— coH^/iHf(/. preferred stock — cumulative dividends — equal dividends with common stock after specitied preferred and common stock dividends paid — on dissolution after preferred stock and accrued dividends and par of common stock paid, preferred stock to share equally with common stock, 572. preferred and common stock — ^preferred stock cimulativo and preferred on dissolution as to par value and accrued dividends, 57.3. preferred stock ; cumulative dividends ; preferred as to par value on disso- lution ; voting power while dividends unpaid, 574. preferred stock; dividends cumulative, payable quarterly; preferred as to par value and accrued dividends on dissolution, 575. preferred stock; dividends cumulative; half-yearly payments; no additional dividends, 576. preferred stock — cumulative dividends — rate, if preferred stock increased, to be fixed by stockholders — preferred as to par value and accrued divi- dends on dissolution, 57G. preferred stock — cumulative dividends — preferred as_ to pat yalue and unpaid dividends on dissolution, 577. '. ' ''' ' " . :" preferred stock — cumulative — ■right to participate in surplus protits and assets with common stock, 578. preferred stock — cumulative dividends — provisions for extra dividends — preferred as to capital and dividends on dissolution — privilege to exchange lor common stock, 578. preferred and common stock — dividends on preferred stork cumulative — preferred stock preferred as to par value and accrued dividends on dis- solution — dividends on common stock limited, 579. preferred stock with power to the company to retire the same upon pay- ment of a certain premium, 580. preferred stock entitled to cumulative dividends and to share pro rata with common after payment on common of specified dividend — subject to redemption and without voting power, 581. preferred stock — dividends cumulative — preferred as to assets-j-redeemable •as a whole at option of company on dividend dates — sinking fund pro viding for purchase or ultimate redemption — preferred stock to have limited voting power, 582. preferred stock — cumulative dividends on preferred payable yearly or half- yearly — preferred as to capital and dividends on dissolution — ^provisions for sinking fund — right of redemption of preferred stock, 585. preferred stock — cumulative, preferred as to principal on dissolution — option to retire at par and accrued dividends, 184. first and second preferred stocks — cumulative dividends payable semi- annually — first preferred stock preferred as to capital and dividends on dissolution ; second preferred stock preferred over common stock as to capital and dividends on dissolution — cumulative voting right to nil stock, 586. preferred stock cumulative and convertible into common stock within certain period, 587. preferred stock convertible into common stock, 588. preferred stock, dividends non-cumulative, 589. preferred stock, dividends non-cumulative, preferred only as to capital on dissolution, 589. preferred stock, non-cumulative, 589. preferred stock entitled to non-cumulative dividends of different rate in certain years and preference as to par value on dissolution — preferred stockholders entitled to choose directors of certain class, 590. preferred stock — dividends non-cumulative — preferred as to capital on le at premium — retirement of pre ferrcd stock by Installments — on diijtributlon prcf<'rred as to capital and accrued dividends — remainder to holders of common stock, 21'.i. guaranteed preferred stock, 595. founders' shares, 595, 596. limitations on voting powers of preferred stockholders, 597. stock all of one class — par value of shares .$1,000, 599. CAPITAL STOCK — See Capital Stock Ci.ausks ; Certificate of Stock ; Com- mon Stock; Decrease of Capital Stock; Diviuenus ; 1ncrea.se of Capital Stock; rREFiORUEO Stock;- Regulating Clauses; Stock; Stockholders; Stockholders' Agreements; Subscription; Shares; Reorganization; Dis- solution ; Voting Trusts. certificate as to pjiid in (Porto Rico), 287. of paid up (Vermont), 331. cf payment of (New Jersey), 196. (New Mexico), 206. of payment of one-half (New York), 216. of subscription of ten per cent. (Ohio), 239. clause giving directors control over, 551. report (New York). 220.' statement as to Issue of (Virginia), 338. CARNEGIE IRON CLAD AGREEMENT, 2021— See Close Corporation; Stock- holders' Agreements. CAR TRUSTS, etc. — See Bond Issues; Collat::ual ; Notes; I'ledge ; Reorgan- ization. 'agreement for conditional sale of rolling stock, 1998. for sale of cars, 1508. articles of association of railway equipment trust with form of certifi- cate, 1971. car trust agreement for coal mining corporation, 1992, for traction company, 1983. certificate for shares in general equipment trust, 1074. guaranty of certificates, 19S5. lease of rolling stock hy trustee to railroad company, 1978. of rolling stock for car trust, 1988, notice of special stockholders' nn^eting to considot- car trust, 1631. railway equipment liond, 1981. release of rolling stock from car trust agreement, 2002. CASH DIVIDEND — See I>ivilends. notice of right to take or to subscribe to stock in new company, G2S. regulnting clauses as to, 562. CASHIER — See Trkasuuer. by-law provision, 722. CERTIFICATE — See Acknowledgment; Assignment; By-Laws; Affidavit; Amendment; Certificates of Stock; Capital Stock; Decrease of Capi- tal Stock; Foreign Corporations; Increase of Capital Stock; Prb- ferred Stock; Sh\res; Stockhuldeus ; State Forms; Bond Issues. as to by-laws, 741. as to payment of capital stock (Ni-w .lerseyK 196. (New Mexico). 206. by secretary as to passage of resolution, 1071, 1639. funding, 1102. Of amendment of charter. Sec A.menuments to Charters. 206S INDEX. [keferences are to pages.] CERTIFICATE — continued. of appraisement of property exchanged for stock, 869. of change of name. See Name. of change in number of directors. See Directors. of condition, (Massachusetts), 154. of consolidation. See SIkrger and Consolidation. of increase of capital stock. See Increase of Capital Stock. of decrease of capital stock. See Decrease of Cai-ital Stock. of dissolution. See Dis&olution. of deposit, notice to exchange for definitive securities, 1425. of election, inspectors', 243, 104S. of notary public as to drawing bonds for redemption, 144!), 14.">n. of sinking fund commissioners as to drawing bonds for redemption, 1451. of paid up capital stock (Vermont), 331. of payment of installment on subscription, 641. of payment of one-half capital stock (New York), 216. of publication of notice, 1044, 176G, 1773. of trustee on bonds, 1230, 1259, 1281, 1305, 1346, 1385, to registrar of stock 1070. CERTIFICATE OF INCORPORATION— See Articles of Incorporation; Charter ; Certificate of Organization. Delaware, 69. Louisiana, 127. Minnesota, 171. Missouri, 175. New Jersey, 190. New York, 210, 211. North Carolina, 224. Virginia, 337. CERTIFICATE OF ORGANIZATION— See Articles of Incorporation; Char- ter. Connecticut, 54. Illinois, 92. Maine, 136. CERTIFICATE OF STOCIv— See By-Laws; Capital Stock; Preferred Stock; Regulating Clauses. application for new, 771. assignment of, N. Y. Stock Exchange forms, 757. bond of indemnity for lost, 772, 773. book of (Ohio), 237. by-law clauses in re, 692, 699, 701, 710, 723, 728, 736. charter clauses, 549. common stock, where preferred stock issued, 747. creating holder a creditor and not stockholder, 755. defaced or lost, regulating clauses, 562. by-law clauses, 702, 724, 736. first preferred, 748. exchangeable for common stock, 752. full paid, 743. generally, 742-770. Northern Securities Company, 745 notice of lost, 771-2. order for issue of to nominee, 869. partially-paid, 743. pledged under collateral trust deed, endorsement. 1315. power of attorney, N. Y. Stock Exchange forms, 1948. preferred stock, 740-753. provisional, not fully paid up, 744. reserving lien to corporation, 7.">4. resolution adopting form of, 073, 080. second preferred, 749 note. subscription payable by installments, 641. sheet from book of, 756, INDEX. 2069 [REFERENCES ABE TO PAfJES.] CERTIFICATE OF STOCK — continued. temporary, ltit>4. to be countersigned and n'KiKtcrc-d, 744. trunHftT, by laws, «i!f.i, 7U(», 701. 710, 7li:i, 728, 736. United Status Steel corpDration 7r>0. CKUTIFIKl) copy of contract with U. S., ir.28. list of stockliolders, 104!». CIIAIIt.MAN— See Hy-Laws ; Mkktincs ; MiNt!TEs; EXKri'TiVB Committee. of l>oard of directors, bylaw provisions, 000, 722. CHANGE — See Ame.ndmknt to Charter; Ckktikkate ; Consoi.idatio.v ; Dk- i-REASE OF Capital Stock; Par Vai.le; Directors; Increase ok Cai-itai, Stock; Name; ItEOiKiANizATioN ; I'rincifai, Okkice ; By-Laws. of stock Issui', cliarter clause, ,'>.">2. CHAHTEK — See Ahtici.ks ; Certificate; Cai-itai. Stock Clauses; General OUJECT Clauses; Keoulatinq Clauses; Specific Object Clauses; Statk Forms. Mississippi, 174. petition for (GeorRia), 80. proposed (Florida), 76. surrender of before organization (West Virginia), 1771. Tennessee, 315. CIlAIM'Ell TARTY — See Vessel. CHATTEL MOUTGAGI':— See MouxfjACE ; IM.KixiE : Bond Issues. corporation to individual (Illinois), 1 1!»G. CHECK — See Negotiable Instruments. by-law provision, 700, 711. corporate, 1175-6. letter to accompany, 1179. dividend, 1082. letter accompanying, 1082. vouchor, 1177-8. letter to accompany, 1179. endorsement of, 1176, 1151-1154. CHICAGO STOCK EXCHANGE — See Listing Securities on Stock Exchanges. rules of, 1962. CLASSIFICATION — See By-Laws. of directors, 563, 564. C»L0SB CORPORATION — See Stockholders' Agreements ; Carnegie Iron Clad Agreement, agreement for, 1134-1137. CLOSING TRANSFER BOOKS — See By-Laws; Notice; Dividends; Meetings; Voting, by-law provisions, 692, 700, 705. charter clause, 549. CLOTHING BUSINESS— object clause, 212. COAL — agreement for sale of, 1516-1019 note. company, car trust uKroement for, 1992. sinking fund, Iwnds of, 1334. mortgage clauses in re, 1336. COLLATEUAI./— See Bund Issues ; Coi ton : Negotiable Instruments ; Notes ; Pledge. agreement with subscription, 049. note, 1900-1903, 1155-1158. secured by assignment of account, 1156 note. notice of sale of. 925-927, 1470. trust agreement securing convertible b.'J4 nute. to submit to arbitration, 855. for advance of money in consideration of stocli, 909. for employment of agent, 1568. for public work. 1528 note. for sale of niacliinery, 1514. for superstructure of bridge, 1515. for guaranty by corporation, 1548. minutes of directors' meeting to act upon, 10G.3. notice of stoclthoiders' meeting to consider, 1620. of subscription and agreement with promoter, 613. with collateral agreements. 640, pledge of money due under, 140."^. power to, object clause, 536, 540. resolution authorizing execution of, 1068. to furnish coal, 1516-1518. with foreman, 1560. United States Government, Treasury Department, 1528. CONTRACTOR — bond for erection of building. 1483. CONVERSION — See Bund Issues ; Debentlues ; I'keferred Stock. CONVERTIBLE — See Bond Issues. gold bonds, form of, 1323. collateral trust agreement securing, 1361. form of bond, 1363. debenture, indenture, 1342. debenture, advance subscription to, 1432. fractional warrant for, 1433. subscription receipt for, 1435. warrant, 1432. CONVEYANCES — See Agreement ; Assignment ; Bill of Sale ; Bond Issues ; Contract : Deeds ; Lease ; Mortgage ; Trust Deed ; Trust ; Tru.stee , Declaration. CORPORATE CHECK, 1175, 1176. See Dividends; Negotiable Instruments; Note ; Check ; Letter. endorsement of, 1176. voucher, 1777-1779. CORBORATION — ^See Preliminary Agbeement ; Agreement ; Charter ; Agree- ment FOR Incorporation; Articles of Associ.vtion ; Statement fob Incok- poration ; Merger and Consolidation ; Reorganization ; State Forms ; Dis- solution ; Minutes ; Organization. agreement for organization of, and advanced, 615. lien on shares and dividends, 560. management by directors, regulating clause, 549. CORPORATION'S ANNUAL REPORT— See Annual Report. COUNSEL — See Attorney ; Solicitor. opinion as to validity of bonds, 1026. as to issue of bonds. 1027. as to organization, right to issue bonds and title. 1028. as to legality of organization and bond Issue, 1029. resolution in re employment of, 1068. 2072 INDEX. [references are to pages.! COUPON — See Bond Issues; Negotiable Instruments; Notes; Debbntores ; Collateral Trust Certificates ; Short Term Note. debenture note, 135(5. indenture securing, 1358. form of, 1160. interest, 1228, 1252, 1279, 1304, 1318, 1325, 1333, 1340, 1344, 1357, 1364, 1373, 1384, 1915. judgment note, 1173. notice of payment of, 1439. for short term note, 1159, 1160. COVENANT — See Agreement; Contract; Bond; Bond Issues; Negotiable In- struments; Deed; Agent; Employeks. r n^ainst mortgages, in resolution lor coupon notes, 1163. bond for performance of, 1482. lease with, 1199. not to sue stockholders on stock liability, 1553, 1554 note. not to compete in business with vendors. 600-609, 791, 793, 801, 824, 854. CREDIT — See Agreement; Bank; Guaranty. agreement with bank on obtaining, 1542, 1543, 1544-1546. stockholders" to bank, 1546. statement for obtaining credit, 1502-1506. CREDITORS — notice to, of purchase of corporate assets and assumption of lialtilitios, 2016. statement for obtaining credit, 1502-1506. CUMULATIVE DIVIDENDS — See Dividends ; Preferred Stock ; Capital Stock Clauses ; By-Laws ; Regulating Clauses. CUMULATIVE VOTING — See By-Laws; Meetings; Regulating Clauses; Stockholders ; Voting. regulating clauses, 358-9. CUSTODIAN — See Escrow Agreement ; DEPesiTARY ; Bond Issues ; Reorganiza- tion ; Pledge. appointment of for pledged property on leased premises, 1534. D. DEATH — See Power of Attorney. transmission of stocks by, regulating clause, 550. DEBENTURES — See Bond Issues; Convertible; Negotiable Instruments; Notes. convertible, 1343. coupon note, 1356. indenture securing convertible, 1342. securing coupon notes. underwriting agreement for. 961. DEBTS — See Bankruptcy ; Reorganization ; Statement for Obtaining Credit. agreement to issue paid-up stock for. 845. guaranty of corporate, to limited amount, 1549. power of attorney to recover, 1562. specific pledge of took, 1198. DECLARATION — .See Articles; Charter: Certificate; Foreign Corpora rioxs. and petition tor charter (South Carolina), 304. of incorporation (Alabama), 1. of trust by trustee, 1186. of trust in land, 1185. DE(?REASE OF CAPITAL STOCK — See Amendments to Charters; Increasb: Reduction ; Reorganization. certificate of (Illinois), 1679. Connecticut, 53. Vermont, 332. notice of reduction of stock Issue, 1676. of special meeting of stockholders to reduce capital, 1677. regulating clauses, 554. INDEX. 2073 [REFEnENCES ARE TO PAGES.] DECREASE OF CAI'ITAI. STOCK — continued. ri'soliition for di-crcaso of cupitnl Ktot-k, 1077>S. resolution for increase or decrease of autliorized capital stoik, lt;77. of directors In reference to rfdiullon of capital, amendment of char- ter and calllnj; stockholders' meeting, 1U7.S. statenlent of (Kansas), 118. DEED— See Bond; Tkust Deed; Bond Issues; Bill ok Sale; Aokeeme.nt ; CoNi'KAtr; roxvEYANCK ; Qt'iT-Cj-AiM Deed. bond for, 118K. of niininj; property. llbW. by treasurer foi stock sold for unpaid assessments. 78."). of trust between benefit association and trustees, 1587, 1008. quitclaim, by corporation, 11,S4. testimonium clauses, IL'23. warranty, corporation to corporation, 1 18;j. articles of agreement for. 1187. DEFI.MTIVE SKCUKITIES— See Bond I.ssue.s ; Cebtikicatk ok Stock; Flota- tion; iNiKEASK OK Stock; Stock; Keohoamzation. notice of exchange of certificates of deposit for, 14^5. DELAWAUIv- See FoRKiciN Coki'okatiox.s. acknowledgment, oOO. annual report, 71. application of foreign corporation, 72, by-laws, 725. certilicate of incorporation, GO. minutes of meetin;< of Incorporators, GG.'!. DEPOSIT AGKEEMI;NT — See Agkekments ; Dissolution: Kscnow ; Option AOREEMENTS ; STOCKHOLDEHS" AciUKKMKNTS ; KEUUiiAMZATlrjN ; VoTINti TUUSTS ; Mekoeu AM) Consolidation : '1'iusts am> Co.mbinations. by stockholders under offer to buy stock, 1)33. on disintegration of The American Tobacco Company, 1779. DEPOSlTAItY— yeo Bank; Bv-Laws ; Esciiow ; Reorganization; Voti-ss TitusTs ; Merger and Consolidation; Holding Company. by-law provisions. GOO. resolution appointing bank as, (i74. G80. DETACHED ASSIGNMENT — See Assignment; Stock Certificate. of certilicate of stock, 757, 7G1. of certificate of stock and power of attorney (New York Stock Exchange form), 700. DIRECTORS — See Agreement ; Amendments : Bv-I.aws ; Cektikicate ; Chahtkk ; Election; First Mketini; ; Organization; Meetings; Notice; Officers; Resignation ; Resolution ; Waivkr. acceptance of election, as, 1051. ballot for, 1050. changing number of — certificate of change of directors. 1685. certificate of increase of stock and number of directors. 1('>S4. for increasing or decreasing number of directors (California), 21. notice for mailing ( Illinois) . 1G82. of meeting to change number of directors (Illinois), lfi,S2. published notice of change of name, increase of par value of shares, re- ductiou of number of directors and changing location of principal office, (Illinois). 18G3. resolution changing number of directors, IGS.'!. classification of. regulating clause. 5G.",. compensation of. regulating clause, 5G5. control over stock and divideuils, regulating clause, 551. cumulative voting for, regulating clause, 550. decrease of number. 1083. disqualified, rc-gulating clause. 5G4. effect of resolution signed by all. 5G5. election of, by-law provisions. tiSC. G05. 7o7. 720. 731. filling vacancies in board, 564. 2074 INDEX. [KEFEREXCES auk to PAGES.l DIRECTORS — con tin iird. increase of numl)er, 564. interest of, 564. by-law provisions, GS7. manaLToment liy. repulating clause, 503. minutes of first meeting of l>oard, 005. of organization meeting of l>oard, (Arizona), 670. (Illinois), 672, 673. West Virginia, 075. of special meeting fo call stockholders' meeting to increasT! capital stock, 1040. notice of election for, 1051, 1052. of first meeting, 608. of special meetings, by-law clauses, 686, 690, 707, 708, 720, 727, 732. power to adopt by-laws, 567. to mortgage property, 508, 509. to sell property on request of stockholders, 567, 508. ratification of minutes of meeting, 680. resolution authorizing bond issues and mortgage, 1270. approving sale of entire property, 821. , confirming appointment in cl.arter of first board of directors, 659. vacancies, by-law provisions, 080, 0i)5, 703, 707, 717, 739. waiver of notice of first meeting, 668, 669. waiver of notice, 1640. DIRECTORS- MEETINGS— See Bv-Laws ; Dikectous' Piust Meeting ; Meetings ; Minutes ; Notice ; Waiveu. certificate by secretary of passage of resolution, 1071. to registrar, 1070. minutes of meeting to act upon contract, etc., 1063. to consider sale of entire corporate property, 830. of organization meeting of directors, (Arizona), 070. notice of call of special meeting of directors, 1060. of meeting to declare dividend, 107. of election as director, 1051. order of business, by-law provisions, 687, 096, 705, 708. quorum, by-law provisions, 087, 690. 704. 708, 720. 732, 739. regular meetings, by-law provisions, 687, 096, 703, 707, 720, 727, 732, 739 resignation of officer, 079, 1072. and director, 1072. of director, 1072. to take effect immediately, 1073. resolution accepting, 079. resolution of board appointing general manager, 1007. appointing solicitor, 1067. appointing auditor, 1007. removing auditor, 1008. confirming previous minutes, 1008. authorizing execution of contract, 1008. to borrow money, 1008. in reference to debt and employment of counsel, 1068. appointing registrar of stock, 1009. for increased stock, 1070. authorizing filing of reports, 1070. calling stockholders' meeting to consider sale of entire corporate property, 830. approving sale of entire corporate property, 821. to purchase entire corporate pi-operty, 821. accepting offer to transfer property for stock. 838. special meetings, by-law provisions, 087, 090, 704, 708, 720, 7l'7, 732, 739. waiver of notice and consent to meeting, 1000. of first meeting of directors, 068. DISINTEGRATION— See Dissoi.utio.x ; Tku.sts and Combi.nations ; American Tobacco Company; Northern Securities Company; Standaud On, Company. INDEX. 2075 [nKFERENCES ABE TO PAGES.] iJISrOSITION OP STOCK, r<'f,MilatinK clauso, r,:,-i. DISgUALlKICATKJN OK DIHKCTOIJS, icKulatliig claiiKf, .104. DISSOLUTION — See Meiiceu and Consolidation ; I'iiepkurkd Stock ; Kkobgan- IZATION. advortisemont for bids for entire plant, 1771. afUdavit of, (Missouri;, 178. of publication of certiflcatf of, (North Carolina), 220, call by .stocklioldcrs for special meeting for, (Illinois), 170.'»* certillcate of deposit of l)onds, 17'.)1. under protective agreement. 1700. of dissolution, statutory forms, (Illinois), 1709. Ohio, 244. Texas, ;i22. West Virginia, 349. voluntary, (Illinois), 1768. by unanimous consent, (New Jersey), 197. North Carolina, 225. Porto lUco, 292. by consent of two-thirds of stockholders, (I'orto IJieo), 290. •f proceedings for abandonment of cori)orato existence, (IlllnoU), 1763. of president, (West Virginia), 1772. and copy of resolution dissolving corporation. (Oregon), 204. circular letter concerning approval of plan, etc., 1790. to security holders in reference to plan of, 1797. final certificate of dissolution, (Connecticut), (!2. forwarding schedule of securities sent to depositary, 1792. minutes of special stockholders meeting for, (Illinois), 1707. notice by brokers concerning exchange of securities, 1802. for publication, (West Virginia), 1770. of approval of plan and riglit to wit'idraw bonds, 1793. of corporation having become defunct, 177;>. of disintegration of Standard Oil Co., pursuant to decree, 1802. of dissolution, (Michigan), 170. (West Virginia), 1770. of extension of time to deposit bonds, etc.. 17!),">. of formation of preferred stockholders' committees to formulate plaa for disintegration of American Tobacco Co.. 177S. of special meeting to dissolve corporation. ( Illinois i, 170."). of listing of certificates of deposit and extension of time to deposit etc., 1794. and certificates of publication, (Illinois), 1700. order for voluntary dissolution, (California), 20. preferred stockholders' protective agreement in redislntegratlon of the Amer- ican Tobacco Co., 1779. preliminary certificate, by agreement of stockholders, (Connecticut), 61. by vote of stockholders, (Connecticut), 01. proxy to consent to, (New .Jersey), 1059. published notice of resolution to dissolve, (Illinois), 1708. extending time for dei)osit of bonds, 1794. publisher's certificate, 1773. resolution accepting oflfer of trust company to act as depositary 1774. appointing liciuidator, (Kentucky), 1775. for dissolution of corporation, 244, 290, 349. for voluntary dissolution, (West ^'irgiuia), 1772. of directors relative to exchange of stock, 1770. surrender of charter before organization, (West Virginia), 1776. DISTRICT OF COLL'MIUA— acknowledgment. 309. annual report, 75. articles of incorporation, 74. 2076 INDEX. [refebences are to pages.] DIVIDENDS — See Bv-Laws ; Capital Stock Clauses ; Check ; General object CLAfsKS ; Prefeuued STOCK ; RK(;rLATiN(; Clauses; Warrant. agreement for funding arrears of dividend on preferred stock, 1100. book, lOaO. bylaw provisions, G72, TOO, 718, 728, 738. cash, regulating clauses, 562. check, 10S2. control of directors over, regulating clause, 551. endorsed guaranty of preferred stock, 1085, 1086. funding certiHcates, 1102. letter to stockholders accompanying dividend order, 1085. concerning purchase of stock to be distributed as, 1076. enclosing dividend check, 1082. . enclosing dividend check on preferred stock, 1082. lieu of corporation on, regulating clause, 5G0. notice of dividend, 1086. and extra dividend, 1087, 1<»SS. by voting trustees oi stock held iu voting trust', 1131, 1132. on common stock, 1086. on subscription receipts, 1088. on preferred and common stock, 1088. on first and second preferred stock, 108!). and accumulated dividend on prefi'rrcd stock, 1089. on preferred stock payable in installments, 1004. on stock held in voting trust, 10S9. where part of stock held in voting trust, 1000, 1092. and change of dividend dates, 1097, 1098. and stock dividend. declared by executive committee, 1093. declaration of stock dividend warrants, 1094. from reserve and bond sales, 1096. of meeting of directors to declare, 1074. of payment of dividend where stock held in voting trust, 1090. by voting trustees, 1091. and extra dividend, 1091. of subsidiary company, 1093. out of rental, 1097. on preferred and common stock and request for mailing order, 1093. to stockholders to subscribe for new stock or take cash dividend, 628. paying stock, table of rate of income, 1202. payment on stock held jointly, regulating clause, 561. of profits In, regulating clause, 562. power of attorney to receive, 1085. to sell stock and receive dividends, 1560. regulating clauses in re, 560, 561, 562. resolution, 1074, 1076. authorizing scrip dividend, 1080. concerning purchase of stock to be distributed as, 1077. for distribution of shares of stock as, 1078. dividend on preferred stock, 1074. dividend on preferred and common, 1074. 10T.">. 1076. dividend and accumulated dividends on preferred, 1075. dividend payable In Installments. 1076. of directors to issue stock dividend, 1077. of stockholders in refci'ence to suing directors for declaring, 1099. re(jui'sting directors to issue stock dividend, 1077. scrip dividend, 1080. scrip certificate Issued under resolution, 1081. setting off dividends against calls, regulating clause, 561. table showing actual rate of income at various prices, 1102. vendor's agreement, guaranteeing with option to rejjiircliase, 871. warrant, 1081. DOMICILE — See Office; Principal Place of Business; Changh ; Amend- ment TO Charter. INDEX. 2077 [REFERENCES ARE TO PAGES,] DONATION — 4See Issue of Stock for Propektv ; rRoiioxERS ; Treasobt Stock. DURATION — See Extension of Duration. E. ELECTION — Sco Annual Meeting; By-Laws; Directors' Mketinos ; First Meetin(js ; Mkktings ; Minutes; Notice; I'roxy ; Votino ; Waiver. ballot, 10r)U. certlflcato of Inspectors, 243, 1048. inspectors' oath and report, 1047. of directors, by-law provisions, 6S6, «W5, 707, 726. 731. notice of election of directors, 1051, 10.52. notice of acceptance of election of directors, 1051. return upon proceedings to sell entire corporate property, 834. EMl'LOVEi;— See Aoent ; Agreic.ment ; Bv-Laws ; Compensation; Contract; DiuKCToKs ; Emi'I.ovkes' Beneiit Association; Officers. agency agreement for sale of machinery, 1580. agreement between corporation and, 1564. for appointment of manager of corporation, 560, 567. for employment, 1505. of tlscal agent, 1568. for sales on commission, and assignment thereof, 1584. for employment of secretary, 1565 note, of salesman on commission, 1568 note, not to enter competing business, 1573, 1574. to purchase stock in consideration of employment, 1577. to hold stock in trust for term, 1570. with as to inventions, 1578, 1579 note. assignment of salary and notice to employer, 1584. bond of, 1571. contract with foremen, 1500. covenant not to enter competing business, 1573, 1574. order for machinery under agency agreement, 1583. release of claim for personal injury, 1532. EMTLOYEES" benefit ASSOCIATION— agreement for beneficial association, 1624 note. application for membership in, 1501, 1010. beneficial association, plan of International Harvester Co., 1611. deed of trust between benefit association and trustee, 1598. Industrial accident department of International Harvester Co., 1605. pension system of International Harvester Co., 1625. rules of benefit association, 1588. schedule of contributions to employees' l)enefit association, 1604. trust agreement as to funds of benefit association, 1003. trust deed of shares in company for benefit of employees, 1587. ENDORSEMENT — See Assignment; Cueck ; Negotiable In.stkcments ; Notes; Transfer; Holding Co.mpany ; Reorganization. of guaranty of bond, 1379, 1381. of stock certificate pledged under collateral trust deed. 1315. OD certificate of stock (New York Stock Exchange forms i, 757. 761. on negotiable instruments, 1151-1154, 1170. ENG I N E E It— See E M ri.i > yee. letter of, in re sinking fund twnds, 1014. EQTTirMENT — Sec Bond Issle.s ; Notes ; Car Tru.sts ; Rolling Stoi-k. ESCROW — See Agreement ; Option Agrkeme.nt ; Depositary ; Deed ; Sub- scription. agreement, 818. agreement to be endorsed on envelope containing ln.strument, 1540. to Jiold assignment, 1542 note. to deposit stock In, 900. letter of deposit of underwriting agreement In, 957. letter to custodian of, 1542. for deposit of documents sul>ject to condition. 1540. 2078 INDEX. [REFERENCES ABE TO PAGES.] ESCROW — continued. order to deliver documents, 1541. reoeixit for dociiinent.s deposited in trust, 1,'>41. for stock deposited under option agreement, 817. revocation of subscription held in, 653. EXAMINATION — of books by slockholdors, charter clause. 70, 549. EXCHANGE — See Dissolitio.n ; Increa.se of Capital Stock; Merger and Consolidation ; Heokganization ; Voting Trusts. resolution of directors in re exchange of stock, 1176. EXECUTIVE COMMITTEE— See Directors; Bv-Laws ; Uegulating Clauses. by-law provisions, 696, 70S, 717, 72:j, 734, 739. notice of llividond declared by, 1093. regulating clauses, 566. EXECUTOR— notice of sale of stock by, 930. right to transfer stock, 550. EXECUTRIX— bond of indemnity for lost stock, 772. EXISTENCE — See Extension of Duration. EXPENSES — See Preliminary Expenses ; Promoters ; Compensation ; Reor- ganization. EXPLORATION — work on mines, agreement in re, 802. 80.3, 805. EXTENSION OF DURATION of corporation— See Amendment of Charter; Dissolution ; State Forms. certificate of (California), 24. Illinois, 101. notice of special meeting for, 100. public notice of. 100. resolution for, 1690, 1691. EXTENSION — of first mortgage bonds, see Bond Issues. agreement for, 1462. of debenture holders for, 1409. certificate of extension, 1465. notice of, 1460. and privilege to exchange, 1461. resolution for, 24, 101, trust deed note, 1171. Interest note, 1172. EXTRA DIVIDEND — See Dividends ; Preferred Stock. services of director, compensation for, 565. FINANCE COMMITTEE — by-law provisions for, 688. FINANCIAL AGENT— object clause, 76. FIRST MEETING — See Directors' Meetings; Incorporators; Mbeting ; Or- ganization; Notice; Proxy; Waiver. FIRST MORTGAGE BONDS— See Bond Issues; Reorganization. certificate of extension of, 1465. convertible, 1323. coupon, 1226, 1251. 1274, 1278. forms of, 1226, 1251. 1274. 1278. 1320, 1322, 1323. notice of redemption before maturity, 1445. of power company, indenture securing, 1249. registered, 1320-1322. registration clause, 1321. resolution of preferred stockholders authorizing, 1423. sinking fund bond (coal company), 1334. trust deed to secure, 1225. INDEX. 2079 [REFEKENCES ARE TO PAGES.] FIRST PRKFEKRED aaX)CK rERTIFICATP: — Soe I'kekeuukd Stock; Cui- TIKICATES OF STOCK. FISCAL AGIONT — S«e Flotation of Stock.s ami SKCritrriEs ; Tuomoteus. a)j;r*'«nient with to Hell trea8ury stock, It7'.>. FLORIDA— uckuowlc(lj;mi'iit, .'ITO* uotlce of inlciitiun to apply for lettcra^ patett, 70. proposed charter. 76. FLOTATION OF STOCKS AND SKCT'RITI I-S— See I'iiomoteiis ; Reokqaniza- TION ; llNUKKWIUTKKS. advertisement by l)rok('r of preferred stock, 980, 0!).j, 90G. of (irst inortjjage bouds and offer to v«-'celve otliers In exchange, 1021. of bonds, 1019, 1021. ' - ' of pref(!rred stock, 1004. agreement between promoters to finance promotion, 982. for sale of serial gold notes. 102-1. for sale of bonds to capi^lists who Intend to offer same to public, 977. with fiscal agent to sell treasury stock, 979. allotment letter, 1008. application for preferred stock with bonus, 1006. with power of attorney to subscribe, 1007. for bonds, 1018. for subscription to bonds, 102.">. broker's pr(onds, 1020. 1027. as to organization, right to issue bonds, and title as to real estate, as to legality of organization and bond issue, 1029. prospectus, 983. for preferred stock, 983-985, 997. issued by brokers, 987. sale of preferred stock with l)onus, 989-993. for sinking fund bonds, 1008. published offer of preferred stock to carry bonus of common stock, 993. secretary and treasurer's letter concerning preferred stock, 999. subscription for preferred stock. 1000. for preferred stock with bonus of common stock. 994. to stock above par, payable in installments, 1005. syndicate agreement to purchase and resell mines, 931. FOREIGN CORPORATIONS — See Affidavit; \gent ; Certificatb ; State FOK.MS. acceptance of appointment as agent, 218, 254 302. affidavit of agent (Alabama), 4. and statement of, (Illinois), 98. Maine, 172. Missouri. 179. 180. Wyoming. :')('i0. of rctir(>m<'iit, (Missouri). 183. agent, appointment of, Kansas, 122. Kentucky, 120. Maine, 139. Michigan, 160. Minnesota, 173. Missouri, 180. North Dakota, 231. Ohio, 254. Oklahoma, 200. 2080 INDEX. [references arb to pages.] FOREIGN CORPORATIONS— confmued. South Dakota. 313. Utah, 3-J9. certificate of chanj:;e of, New Mexico, 208. designation of, California, 41. , Idaho, 86. Wyoming. 364. revocation of, Oljlalioma, 260. Pennsylvania, 276. Porto Rico, 296. of consent of, Porto Rico, 297. substitution of. Porto Rico, 296. annual report, California, 42. Colorado, 52. Connecticut, 68. Indiana, 109. Kansas, 123. • Maryland, 147. Michigan, 166. Missouri, 182. New Jersey, 202. North Carolina, 228. North Daliota, 232. Ohio, 254. Oregon, 270. Porto Rico, 298. South Carolina, 308. Tennessee, 317. Texas, 323. Wisconsin, 329. supplemental, 360, application for domestication, North Carolina, 229. application of, Delaware, 72. Hawaii, 83. Iowa, 114. Kansas, 120. Missouri, 181. South Carolina, 306. Texas, 323. West Virginia, 350. appointment of attorney, Massachusetts, 158. of auditor, Massachusetts, 159. certificate of, Alabama, 3. Alaska, 8. Arkansas, 16. Colorado, 52. Indiana, 107. Maine, 138. Maryland, 146. Massachusetts, 156. Nebraska, 188. Nevada, 191. of condition, Massachusetts, 160. New York, 217 Ohio, 257. declaration of, Ohio, 250. Oregon, 267. and power of attorney, Louisiana, 138. power of attorney, Oregon, 268. Rhode Island, 302. Virgina, 340. Washington, 343. West Virginia, 351. liNDEX. 2081 [befbhences are to paoeb.7 FOREIGN CORPORATIONS— continued, report. See Annual Uepoht. bonus, Pennsylvania, 280. capital stock, PeiinHjlvunla, 276. Maryland, 14.5. of loans, I'ennsylvanla, 278. on general franchises, f'allfornla, 42. resolution of, Nebraska, 114, 188. appointing statutory agent, 134, 140, 159, 169. return for registration, Vermont. Statement of, Alabama, 4. Alaska, 7. Connecticut, 66. Georgia, 81. Michigan, 168. New Jersey, 201. ifevf Mexico, 206. Ohio, 249. Oklahoma, 201. Porto Rico, 29.3. Wisconsin. 357. of suspension of business. New Mexico. 207. of increase of proportion of capital stock, Ohio, 252. of power of attorney, I'ennsylvanla, 275. of location of office, Pennsylvania, 275. FOREMAN— See Employee. contract with, 1569. FORFEITURE OF STOCK— See By-Laws ; Capital Stock Clauses ; Assess- ment ; Calls. by-law provisions, 702. deed for forfeited stock, 785. for non-payment of calls, regulating clause, 555, 556. notice of forfeiture, 784. of liability to forfeiture, 784. of sale of forfeited stock, 784, 785. to stockholders of resolution for, 782. resolution preliminary to, 782. resolution of, 784. FORMATION — See Agreement; Incorporation; First Meeting; Organiza- tion ; Promoters. agreement preliminary to, 600, 604, 607, 611. FOUNDERS' SHARES — See Preferred Stock. charter clause, 595, 596. FRACTIONAL — See Increase of Stock. shares of increase stock, receipt, 1663. stock allotment warrant, 1664. FRANCHISES — See Genera*. Object Clauses; Regulating Clauses,- Spe- cific Object Clauses. charter clause, 540. FULL-PAID STOCK — See Issue of Stock fob Property. certificate, 743. certificate of (Colorado), 49. subscription for, 635. FUNDING CERTIFICATE — See Bond Issues; Reorganization. form, 1102. GENERAL AGENT — See Agreement; By-Laws; Contract; Employee; Agent: General Manager ; Attorney in Fact. contract for employment of, 1568. GENERAL COUNSRI.,— See Attorney Counsel. by-law provision for, 690. GENERAL INTERPRETATION CLAUSE, 545. 2082 INDEX. [REFERENCES ARE TO PAGES.] GENERAL LETTER^Sce Tower of Attorney. of attorney in fact for a corporation, 2012. GENERAL LIEN BONDS— See Bond Issues. railroad, 1413-1415. GENERAL MANAGER — See Agreement; By-Laws; Contract; Employee; General Agent. by-law provision for, 740. contract for employment of, 1566, 1567. resolution appointing, 1067. GENERAL MORTGAGE RAILROAD BOND, 1322. See Bond Issues; Railroad. GENERAL OBJECT CLAUSES— See Regulating Clauses ; Si-Ecunc Object Clauses. . • aiding another corporation whose securities are held, 533. asisuming liability and business of others, 532. auxiliary and additional powers and purposes, 545. borrowing money and issuing securities, 535. | clauses to be regarded as independent, 545. conduct of business acq\iired, 538. co-operation and consolidation, 533. general interpretation clause, 546. power clause, 542, 543. governmental contracts, concessions and franchises, 540. interpretation clause (Maine), 545. maintenance of office and holding meetings out of state, 539. miscellaneous purposes broadly stated, 544. patent and trade mark clause, 69, 89, 212, 536, 537. payment of preliminary expenses, 541. place of business, office and books, 539. power to acquire business, 532. to acquire and hold property, 212, 540. to acquire and hold company's own stock, 213, 533, 534. to hold securities generally, 534. to borrow money, contract, and guarantee, 535. to contract, 540. to conduct business in other states, 537, 538. to guarantee, 213, 535, 541. to hold stock in other companies, 212, 535. to issue bonds, 540. to issue securities, 539. to manufacture, 539. preliminary interpretation clause, 543. remuneration of promoters, 542. reservation of power to amend, alter, or repeal charter, 546. statement as to where business will be conducted, 538. transportation, telegraph, telephone, gas and electrical business, 544. words to follow specific ob.ject clause, 543. GENERAL POWER OF ATTORNEY, 1556. See POwer of Attorney; Proxy; General Letter. GENERAL POWER CLAUSE, 542, 543. words to follow specific object clauses, 543. GENERAL RELEASE TO A CORPORATION, 1551. See Release. GENERAL WORDS — to follow object clause, 543. to precede object clause, 543. GEORGIA— acknowledgment, 370. petition for charter, 80. statement of foreign corporation, 81. GOLD NOTES — Sec Bond Issues; Negotiable Instruments; Notes; Short Term Notes. form of, 1383. GOOD-WILL — See Name; Business. sale of and right to use name, 1504. INDEX. 2083 [referencks auk to pages.] GOVKKNMRNTAL roNTHACTS— Sco I'mtki) States. I'niiicliist's and coricessioiis. ri40. GUAUANTKF:!) — Sec Bond Issies. preferred stock, eharter eliuise, rj9.'), 714. trust c-ertificfites, aRreement sceurlnB, i;{70. GUAIIANTY— See Agreement: Bond; Bond I.ssu es ; Contract; Notes ; I'ledob; DlVIDE.NDS. by corporation, l.'i48. by stockholders for credit extended by liank, 1,"40. collateral trust iiotc with, ll.")8. endorsed on prelerrinl stock, 108,">, 108G. for corporation, l.')47. of accounts to a corporation, ir>47 «ofc. of corporate Indelitedness to a bank, l.".")0. of debts of corporation to a limited amount, l.")40. of dividends, by vendor of stock, witli opti41. notice to bondholders of right to have endorsed on bonds, 1438. H. HAWAII— acknowledgment. 371. application of foreign corporation to do business, 83. articles of association, 82. IIOLDINO COMTANY — Sec ACQUIRING Stock ; Merger and Consolid.\tion ; Reorganization. plan for the acriuisition by a corporation of all the stocks of other cor- porations, 203."). transmittal blank used In connection with alwve plan, 2041. subscription for bonds under such plan, 2142. interim receipt for securities deposit<'d under such plan. 2043. declaration of such plan becoming operative, 2044. notice of allotment of bonds subscribed for, 204."). agreement between promoters of holding companies to consolidate, 1759. power to acquire and hold stock of another corporation, regulating clause, 534, 535. I. IDAHO— acknowledgment. 371. annual statement, 86. articles of incorporation. 85. foreign corporation — designation of agent and acceptance of constitu- tion, 86. ILLINOIS — See Bv-I>.\ws ; Certificates; Dissoi-i'tion ; Increase of Capital St(x-k ; Directors ; Name ; Principal Office : Decrease of Capital Stock : Meuckr and Consolidation. acknowledgraeJit, 371. atlldavit as to connection with trusts and statement of foreign corpora- tion, ns. annual report, 93. and application for reinstatement. 94. assignment of stock, 762. 2084 INDEX. [refebences are to pages.] ILLINOIS — continued. by-laws, 701-706. certificate of complete organization, 92. of extension of corporate duration, 101. chattel mortgage, corporation to individual, 1196. lease by corporation to individual, 1200. license, 90. minutes of first meeting of directors, 672, 673. minutes of organization meeting. 567. notice of assignment of stoelc, 762. of meeting to organize, 6-"4. of special meeting to extend term of duration, 100. public notice of meeting to extend duration of corporation, 100. quit-claim deed, 1184. release of mortgage by corporation, 1194. report of commissioners, 90. statemont for American Implement Co.. 89. statement of incorporation on stock plan, 88. statement by corporation under revenue law, 97. waiver of notice of organization meeting, 656. IMPLEMENT COMPANY— object clause, 89. IMPROVEMENT BONDS — See Bond Issues ; Car Thu.sts. agreement to advance money on, 906. and refunding mortgage bonds, i:i.'>9. clauses regulating issue of, 1341. INCOME — See Dividends. table showing average rate of income on dividend paying stocljs at various prices, 1102. return of, under Federal internal revenue law, 2024. INCOME BONDS — See Bond Issues. collateral trust deed securing, 1302. form of, 1303, 1315. mortgage bond scrip, 1318. notice as to payment of interest, 1442. notice by bondholders' committee, 1443. as to declaration of interest on, 1442-1444. to deposit to have Interest warrants attached, 1437. payment of interest on, clause in re, 1320. INCORPORATION — ^See Agreement ; Articles ; Certificate ; Directors ; Formation ; Meeting ; Minutes ; Notice ; Organization ; Subscription ; Waives. agreements as to preliminary expenses, 618. See Promoters ; Options. agreement to subscribe after incorporation, 622. preliminary to incorporation, 600-604. forms and suggestions relative to, 235. INCORPORATORS — See MEETisd ; Minutes; Subscribers; Organizatio.n ; Options ; Promoters. agreement of. to subscribe after incorporation, 622. call for first meeting of, 655. minutes of first meeting of, 657, 659, 663. proxy for first meeting of, 1053. waiver of notice by, 656. INCREASE OF CAPITAL STOCK — See A.mendments to Charter ; Capital Stock ; Merger and Consolidation ; Preferred Stock. application for stoclc, 1658. for warrant, 1659. assignment of right to subscrilx?, 1661. certificate of, Illinois, 1646. to be filed with recorder, 1647. by issuing preferred stock, 1648. California, 28. Connecticut, 57. Kansas, 118. INDEX. 2085 I [itKFERr.NCE.S ABE TO TAGES.] INCREASE OF CAPITAL STOCK — continued. Michigan, 105. Missouri, 170. New York, 219. Oregon, 263. Texas, .'519. Vermont, 332. West Virginia, 346, 3.54. of judges of election of stockholders' meeting to pass on, (Pennsylvania.) of issue of additional shares, (Connecticut), disposition of regulating clauses, D.'t.'J. fractional stock allotment warraut, 1004. letter to stockholders In re application for Increased stock, 1658. concerning Increase and right to subscribe, 1050. minutes of special meeting of stockholders to consider increase, 1640. to increase stock and reorganize company, 1056. notice of increase of stock at annual meeting, 1040 of special meeting to increase capital stock, 1041, 1642, 1643. to increase stock and reorganize company, 1653. to increase capital stock and issue preferred stock, 1666. of Increase of stock, for publication, 1600. by issuing preferred stock, 1650. by issuing cumulative preferred stock at annual meeting, 1651. of common stock, preferred not changed, 1651. and right to subscribe therefor, 1673. of annual meeting and special meeting to increase capital stock, 1666. of special meeting to Increase capital stock and amend charter and by-laws, 1067. to amend charter and Increase capital stock, 1634. to increase capital stock and resolution therefor, 1668. to Increase capital stock and corporate Indebtedness, 1669, 1670. of offer of increased capital stock to stockholders, 1675. to stockholders in reference to increase of capital stock, 1670. of meeting called by directors to consider, 20. offer to stockholders of privilege to subscribe for increase, 167#. prior right of stockholders to subscribe, regulating clause, 553. proxy for special meeting for, 1058, 1726. published notice of special meeting for, 1041, 1042. of increase of common stock, preferred not changed, 1652. receipt of notice, agreement and prosy, 1654. for subscription to fractional shares of increase, 1663. regulating clauses, 552, 553. resolution for, 30, 1645, 1671. by issuing preferred stock, 1648. appointing registrar for, 1070. of directors concerning Increase, 1071. calling stockholders' meeting to increase, 28, 1672. statement of, Kansas, 118. status of, regulating clause. 553. stock allotment receipt, 1661. warrant, 1602. temporary certificate, 1664. waiver of right to subscribe to increased stock, 1663, 1726. warrant for increase of stock, 1663. INCREASE OF DIRECTORS — See Directors; Amendment. regulating clause, 564 INDEBTEDNESS — See Bo.nd Issues; By-Laws; Capital Stock Clauses; Re- oroanization ; Statement for Ortainino Credit. notice of special meeting for increase of, 1033, 1669. INDEMNITY — bond for lost certificates. 772. for lost bonds, 1181. for lost notes. 1180. lost coupons, 1479, 2086 INDEX. rHBFERENCBS ARE TO PAGES,] INDENTURE — See Bond Issues; Trust Deed; Aqkbbment ; Contracts; Deeds. trust, securing gold notes, 1382. INDIANA — acknowledgment, 372. articles of incorporation, 103. of voluntary aasociation, 105. certificate of foreign corporation, 107. foreign corporation report, 109. INSPECTION — See By-Laws ; Examination ; Books. by-law clauses, 719, 725, 734. charter clause, 70, 549. INSPECTORS — See By-Laws; Elections; Annual Meeting; Juduks ; 'I'ki.i.kks ; ^'OTING. by-law clauses, 685, 695, 706. certificate of election, 1047, 1048. (Ohio), 243. INSPECTORS' OATH BOOKS AND REPORT. 1047. INSTALLMENTS — See Agreement ; Assessments ; Calls ; Subscription ; For- feiture ; Reorganization. certificate of payment of, 641. of subscription payable by, 641. on subscription, receipt for, 640. forfeiture for non-payment of, 5;>5, 536. payment of, regulating clause, 554. receipt for, 782. resolution for payment of dividends on, 1076. subscriptions payable in, 623, 624, 625, 639, 1005. INSURANCE— See Bond Issues. assignment of policy to secure debt, 1494 note. INTEREST — See Bond Issues ; Dividends ; Notes ; Guaranty. notice of bondholders' meeting to consider default in, 1470. of ascertaining and declaration of, on income bonds, 1444, of declaration of, on adjustment mortgage bonds, 1441. of ()(). (504. . LISTING SECLIUTiKS ON STOCK EXCHANGES— See Flotation; Stock; * TllA.N.SFKU. agreement to furnisli information, Cliicago Stock ICxclianj^e form, 1"J64. I'hlladelphia Stock Exchange rules, ]0»)7. application to list stock on N. Y. Stock Exchange. 1049. to list additional stock on N. Y. Exchange, 1!»03. to list stocks on Hoston Stock Excliange, 19.">6. to list l>onds on Boston Stock Exchange, 1959. contract with registrar, Boston Stock Exchange, 196L'. notice to stockliolders to excliange stock certKlcatcs for listed certificates, 1969. requirements for listing securities on Chicago Stock Exchange, 1962. on Plilladi Ipliia Stock Excliange, 1904. rules of New York Stock Exchange, for listing securities, 1940. LOAN — See Bo.\d Lssl'E.s ; Negotiahi.h In.stkumexts ; Notks. LOCATION — See Place op Busi.ness ; Pm.Non'AL Place of Bi sinks.s. LOST CERTIFICATES — See Bond Issles ; Stock; Bo.nd ; I.nuem.mtv ; Notice: STOLKN I N. ST II I -.Mi; .NTS. advertisement l)y administrator of lost certificates of stock, 772. affidavit of ownersliip to accompany bond of indemnity, 773. application for new certificate. 771. bond indemnity for lost ci>rtiflcate of stock, 772. for lost coupons, 1479. for lost note, 1180-1. by-law provisions, 702, 724, 726. notice of, 771. and application for new certificate, 771. regulating clauses, 562. LOUISIANA — acknowledgment out of slate, 374. certificate of amendment of charter, 131. certificate of incorporation, 127. foreign corjioration — declaration and power of attorney, 133. LUMBER— agreement for sale and purchase of, l.j20. 1523 note. M. MACHINERY' — See Agreement ; Conteact. agency agreement for sale of, 15S0. order under same, 1581. agreement for i>rivilcge of sale of. 1510. proposal and acceptance for sale of, 1514, MAINE— acknowledgment, out of state, 374. annual return, 138. articles of agreement, 136. by-laws. 729. certificate of foreign corporation, 138. certificate of organization, 13(>. foreign corporation-appointment of attorney, 1.39. power of attorney to act after organization. 682. to accept stock and act after organization, 682, oath of clerk, 137. MAINTENANCE — See By-Laws; PniNni-AL Ofuce ; Location; Officb. of office and meetings out of state, 529. 2090 INDEX. [REFERENCES ARE TO PAGES,] MAJORITY OF STOCKHOLDERS — Sec Stockiioldeus ; Reorganization ; Voting Trusts ; Amendment ; Dissolution ; Increase ; Merger and Consolida- tion ; Voting. property to be sold at request of, 567. agreement to sell stock to promoters, 816. agreement by promoters of consolidation to exchange control of stock, 850, notice of call of meeting by, 1637, MANAGER — See Bv-Laws ; Directors; General, Manager; Emplovee, agreement for employment of, 1566-1567. MANUFACTURING— corporation, agreement preliminary to formation of, 611. power to engage in, 539. plant, lease of, 1209 . plant, option agreement on, 789. agreement to sell portion of business and lease, 822, charter of United States Steel corporation, 2017. MARGIN — See Agreement; Collateral; Negotiable Instruments; Notes; Pledge. receipt and agreement for stock deposited as security for, 892. MARYLAND — acknowledgment out of state, 375. articles of incorporation, 142. certificate of foreign corporation, 146. foreign corporation — annual statement, 147. report of capital stock of corporation, 143. MASSACHUSETTS — ■ acknowledgment, 375. agreement of association, 149. articles of amendment, 152. articles of organization, 150. certificate of condition, 154. foreign corporation — appointment of attorney, 158. appointment of auditor, 159. certificate, 156. certificate of condition, 160. issue of capital stock, 153. notice of first meeting, 150. MEETING — See Annual Meeting ; By-Laws ; Directors ; Stockholders ; First Meeting ; Incorporators ; Minutes ; Notice ; Organization ; Regulating Clauses ; Si'Ecial Meetings ; Subscribers ; Waiver. afiidavit of mailing notice of, 654, 1044-1045. inspector's oath and report, 1047. minutes of first meeting of subscribers, 657, 658, 663-665, first meeting of directors, 665, 675. adjourned meeting of stockholders, 667. annual meeting of stockholders, 1046. organization meeting of directors (Arizona), 070. (Illinois), 672-3.'^ (West Virginia), 675. notice of first meeting of directors, 668. See Notich. notice of bondholders' meeting, 1471. power to hold meetings out of state, 539. pro.xy for bondholders' meeting, 1472. ratification of minutes, 680. resolution signed by all directors, regulating clause, 565. waiver of notice of first meeting of directors, 668, 669. of organization meeting, 656, 657. notice of bondholders' meeting to consider default in interest, 1470. notice of special meeting to authorize Issue of bonds, 1271, 1272. MERGER AND CONSOLIDATION— affidavit verifying service of notice, 1754. agreement by promoters of consolidation for exchange of control of stock, 850. INDEX. 2091 [references ABE TO PAGES.] MEUGKU AND CONSOLIDATION— (o/ifinutf/. Tiir amal>;umatlon and conBolidatlou, 1750. conHolidiitlon (IlUnote), K!!)."}. consolidation (New Jersey), ITl.'i. sale of biisiiu'ss, 1750. merger and consolidation (New Jersey), 1710. merKtT and consolidation (I't-nnsylvanla), 1705. merger of national lianks, 17:.'9. merger of trust companies ( Pennsylvania i . IToD. to consolidate, between promoters of holding corporulions, 1759. approval of resolution Ijy individual stockholders. 1750. assent to merger and proxy, 17'J7. certificate of consolidation (Connecticut), (!3. (Illinois), 1702. letter enclosing new certificate, 17.T2. to correspondents about endorsements, 17.33. to stockholders of national banks and trust companies setting forth plan of consolidation, 1734. minutes of stockholders' meeting, 1755. of stockholders' meeting of national bank, approving increase of capital, merger, etc., 17lti. of special meeting of stockholders to consider, 1752. notice of meeting to act upon agreement of merger (New York), 1704. of meeting to consider proposed consolidation (Pennsylvania), 1704. of merger of trust companies. (I'ennsylvaiiia ), 170S. of directors' meeting to consider consolidation, 1752. of plan to purchase stock of auoth'T corporation becoming operative, 2044. of right to subscribe, 1726. of special meeting to act upon agreement of merger (West Virginia), 1703. to consider proposed consolidation (Illinois), 1692, 1754. of stockholders' meeting to consider merger, 1727. to correspondents of absorbed bank, 1733. to stockholders of plan of merger of national banks, and option to exchange stock, etc., 1725. of proposed merger and amendments. 1728. by liquidating committee and request for deposit of stock, 1731. to stockholders of national bank entering consolidation, 1738. of national bank to be dissolved, 1739. of state bank, of special meeting to change name, 1740. of state bank to be dissolved, 1740. option agreement to sell business to promoter of consolidation, 792. plan for purchase of entire stock of another corporation, 2()."!5. proof of service of notice of meeting, 175;i. proxy for meeting to consider consolidation (Illinois), 1701. and waiver of riglit to sui>scribe, 1720. of stockholders of national bank and state bank, 1741. of stockliolders of national bank and state bank for meetings to dis- solve corporations, 1744. published notice of consolidation (IllinoisK 1702. notice of merger of national banks, 1734. receipt for stock by licpiidating committee, 1732. receipt for stock to liquidating committee. 1732. recommendation by directors to stockholders of consolidated company. 1698. resolution of directors as to consolidation (New Jersey), 1712, 1713 note. of stockholders in re same, 171.'> iiotr. to authorize sale of business and property to another corporation, 1753. allotting stock In new company, 1758 MICITIC.AN— acknowledgment out of state, 376. annual report — foreign and domestic, 166. 2092 INDEX. [keferences are to pages,] MICHIGAN— continued. articles of association, 163. certificate of amendment to articles of association, 164. certificate of increase of capital stock, 1C5. foreign corporation — appointment of agent. 109. statement, 168. notice of dissolution, 170. MINES— agreement for sale of minerals, l."09 nolc. agreement to pay commissions for sale of, 1584 note. agreement in re exploration work, 8(»12, SO.*?, 805, agreement for deposit of tailings from, 1531 note. agreement for management of, 1509 note. bond for deed to, 1189. bond for performance of covenants of lease, 1488. syndicate agreement to purchase and resell, 981. MINNESOTA— acknowledgment, 376. certificate of incorporation, 171. foreign corporation — affidavit and statement, 172. appointment of agent, 173. MINUTES— See Annual Meeting ; By-Laws ; Directors ; First Meeting ; In- coRPORATOEs ; MEETINGS ; NOTICE ; Proxy ; Resolutions ; Stockhoi.deus ; Special Meetings ; Subscribers ; Waiver. of first meeting of board of directors, 665. of special meeting of directors to consider stockholders* meeting to in- crease capital, 1640. of organization meeting of directors (Arizona), 670. of organization meeting of directors (Illinois), 672, 673. of organization meeting of directors (West Virginia), 675. of annual meeting of stockholders, 1046. ' of adjourned meeting of stockholders, 607. of first meeting of subscribers, 241, 657, 659, 668, 665. of directors' meeting to act on contract, etc., 1063. to consider sale of entire corporate property, 530. of incorporators' and directors' meetings to authorize issue of stock for patents, 867. of special meeting of directors to call stockholders' meeting, 1640. of special meeting of stockholders, 1638. to sell entire corporate property, 831. of special stockholders' meeting to increase capital, 1643. and reorganize company, 1050. authorizing purchase of property from promoters, 864. of national bank approving merger, etc., 1746. to dissolve corporation, 1767. ratification of. 680. resolution confirming, 663. MISCELLANEOUS- purposes, broadly stated, object clause, 544. MISCELLANEOUS INSTRUMENTS — See Agreement; Contract. amended certificate of incorporation of United States Steel Corporation, 2017. annual report to stockholders of a corporation. 2027. 2031. Carnegie Iron-clad agreement, 2021. declaration and notice of plan to a((niir<' entire stock of another cor- poration becoming operative, 2044. general letter of attorney in fact for a corporation, 2012. notice of allotment of bonds subscribed for, 2045. by receiver of time within which claims against corporation to be filed, 2015. of petition and offer to buy property of bankrupt corporation, 2013. to creditors by special master in foreclosure proceedings to file claims, 2016. INDEX. 2093 [rekehenceh ake to VAnrs.] MISCELLANEOUS rXSTHr>nONTS- continued. of purchaKc of lorponilc nssi-ts and asHumptlon of llahllltlMi, 2016. plan for acqutsitiou by corporation of all Ktock o( anothpr corporation. 2035. proof In Imnkruptiy of debt due corporation, 2008. of secured debt due corporation, 2000, 2010. receipt for stock depoHlicd under plan to acquire stock In another cor- poration. 204.'{. receiver's bond (Illinois), 200*!. subscription for bonds under plan to ncciuirc stock of anoilier corporm- tlon, 2042. United .States Intirual revenue — return of annual net income, 2024. Mississirri — acknowledgment, 377. charter, 174. MISSOURI— acknowledsment of trust deed In, 1421. acknowledgment of mortgage, 378. acknowledgment out of state, 377. affldavlt of dissolution, 170. affidavit of retirement, 18.".a. annual report of domestic corporation, 178a, of foreign corporations, 183. anti-trust affidavit, 1S2. certificate of incorporation, 175. forn-.s for foreign corporations. 180. isr>. statement increasing or decreasing capital stock, 177. MODIFICATION — See Agukemknt ; Amendment; Reorganizatio.n. of contract, agreement for, 1481. MONOrOLIKS — See Trusts and Combinations. MONTANA— ^ acknowledgment. 379. annual report of corporation, 185. articles of incorporation, 184. MORTGAGE — See Bond Issies ; Trust Deed; Chattel Mortgage; Pledge. by corporation to corporation, llflO. chattel, corporation to individual, 1196. covenant against short term notes, 1163. limitation on power to, 568, 569. notice of special stockholders* meeting to authorize, 1631. release of, by corporation, 1194, 1195. of part of mortgages premises, 1195. restriction on power, regulating clause, 568, 569. resolution of stockholders, authorizing, 10.->7 note, 1190. of directors, authorizing, 1057 nutc, 1270. supplemental, l.'iOO. 1407. 1410. MUNICIUAL CORPORATION— notice of sale of shares belonging to, 930. N. NAMEl See Organization; State Forms ; .\mendment or Charteb ; Changs. certificate of change of (Connecticut), 60. (Illinois), 1687. (Vermont), 333. (West Virginia), 347. notice of change of, 1688. of stockholders' meeting to change, 1686. order for change of ( California i. 25. resolution for change of. n'>4i). 1687. sale of good will and right to use. 1504. 209^ INDEX. [REFERENCES ABE TO PAGES.] NATIONAL BANK — See Bank ; Mergeb and Consolidation ; Increase of Capital Stock ; Dissolution. NEBRASKA — acknowledgment, 3S0. articles of incorporation, 187. certificate of foreij,ni corporation, 188. foreign corporation — resolution, 188. NEGOTIABLE INSTRUMENTS — See Bond Issues; Flotation; By-Laws; Check ; Collateral ; Coupon ; Debentures ; Pledge ; Short Term Notes ; Notes ; Voucher. agreement to surrender notes if reorganization effected, 1174. bond of indemnity on payment of lost, 1180. by-law provisions as to, 718, 7o4. collateral note by corporation to bank, 1155, 1156. secured by stock and bonds, 1157. trust note with guaranty, 1158. corporate check, 1175, 1176. coupon, 1160. judgment note, 1173. draft by corporation, 1150. endorsement of check by corporation, 1176. of draft, 1151. of note, 1151. without recourse, 1152. for collection, 1153. waiving protest, 1153. restrictive, 1154. extension interest note, 1172. of trust deed note payable in gold coin, 1171. joint and several judgment note, 1173. non-negotiable note, 1154, note payable to corporation, 1150. notice of extension of notes, 1169. offer to extend gold notes, 1170. payment of interest coupons, 1105. payment of part of note issue. 1100. payment of short term notes, 11 05, 1166. privilege of extension of gold notes, 1170. redemption of convertible notes, 1101. of collateral trust certificates, 1167. retirement of coupon notes, 1160. offer of short term notes, 1105. refunding gold notes, 11G6. promissory notes, 1150. and endorsements, 1154. resolution authorizing issue of short term notes, 1101. for issue of short term notes and covenant against mortgages, 1165. short term note, 1159 with covenant against mortgages, 1163. voucher, 1180. check, 1177, 1178. letter used with voucher, 1179. NEVADA— acknowledgment, 380. articles of Incorporation, 190. foreign corporation — certificate, 191. NEW HAMrSITIRE— acknowledgment, 380. annual return, 193. articles of association, 193. NEW .TERSEY — acknowledgment, out of state. 381. affidavit of publication, 198. INDEX. 2095 (REFERENCES ARE TO PAGES.] NEW JKRSm' — continued. aKrccmfiit of coiisoUdiitlon, 171.3, 1719. annual report by domestic corporation, 201. foreign corporation, 20-. to state board of assessors, 203. by-laws, (!84, «!).'{. certificate of cliange, litO. of change of location of principal otfico, 197. of dissolution by unanimous consent, l'.)7. of Incorporation, 19.5. of United States Steel Corporation, 2017. of payment of capital stock, 190. list of stocklioldcrs, 1049. officers and directors at time of dissolution, 199. notice of annual meeting, 1033, 1084. proxy for annual meeting, 10.^i4, 1056. to consent to dissolution, lO.'.O. sale of stock of Illinois corporation by, 646 statement by foreign corporation, 201. NEW MEXICO— acknowledgment, 381. annual report to secretary of New Mexico, 207. articles of incorporation, 205. certificate as to payment of capital stock, 206. of change of agent of foreign corporation, 208. statement of foreign corporation, 206. of suspension of business, 207. NEW YORK — acknowledgment, 382. of corporation mortgage, 382, 1419. capital stock report, 220. certiticate of "foreign corporation, 217. Incorporation, 210. of incorporation of Hart, Schaffner & Marx, 211. of increase of capital stock, 219. of payment of one-half of capital stock. 216. NEW YORK " STOCK EXCHANGE— See Listing Securities on Stock EXCHANCiES. forms of transfer prescribed by, 757, 761. NORTH CAROLINA— acknowledgment. 383. affidavit of publication of certificate of dissolution, 226. annual statement of domestic corporation, 227. of foreign corporation, 228. application for domestication by foreign corporation. 229. certificate of dissolution by unanimous consent, 225. of incorporation, 224. NORTH DAKOTA— acknowledgment, 384. annual report — domestic corporation, 231. foreign corporation, 232. appointment of attorney by foreign corporation, 231. articles of incorporation, 230. NORTIIICKN SECCRlTIES COMPANY — See Trust and Combinations form of stock certiticate, 745. resolution of directors concerning reduction of capital stock, amendment of charter and calling stockholders' meeting. 16TS. NOTES— See Bond Issues; By-Laws; C..i.i..vtkhai. ; Nk.:..tiaiu.e Instruments; Short Term Notes ; Aoreement ; Contract ; Guaranty. advertisement of serial gold notes, 1024. agreement to purchase, 708. collateral, 900-903. to bank. 1155-1157. trust, with guaranty, 1158. 2096 INDEX. [references are to PAGE8,] NOTES — contin ued. endorsement, 1151-1154. guaranty of payment of extended, 1548. of corporate, 1550, 1551 note. non-negotiable, 1154. notice of special meetng to authorize issue, 1632. offer of short term notes for sale, 1165. promissory, 1150. short term, 1159. coupon. 1160. resolution authorizing issue, 1161, 1163. with covenant against mortgages, 1163. NOTICE — See Adveutisement ; Agent ; Amendments to Charters ; Aj^nuai. Meeting ; AssEss.^^ENTs ; Assignments ; Bankruptcy ; Bond Issues ; By- Laws ; Call ; Car Trusts ; Certificates ; Collateral ; Contract ; Decreasb OF Capital Stock ; Directors ; Dissolution ; Dividends ; I':xtension ; Flota- tion ; Foreign Corporations; Guaranty; Income Bonds; Issue of Stock FOR Property; Interest; Increase of Capital Stock; Lease; Letter; Listing Stock ; Lost Certificates ; Meeting ; Merger ; Mortgage ; Nego- tiable Instruments; Notes; Object; Ofb^er ; Organization; Place of Business ; Pledge ; Preferred Stock ; Principal I'lacb of Business ; Pro- moters ; Prospectus ; Property ; Publication ; Public Work ; Receipt ; Receivers ; Redemption ; Regulating Clauses ; Reorganization ; Sale ; Short Term Notes; Sinking Fund; Special Meetings; State Forms; Stock ; Stockholders' Agreements ; Subscriptions ; Tenant ; Trademarks ; Trustee ; Unfair Competition ; U. S. Steel Corporation ; Voting Trusts ; Waiver. affidavit of mailing, 654, 1044-1045, 1644, 1766, of publication, 23, 40, 198, 350. of service of, 29, 40, 150. authority to give to agent, 1046. by advertisement, regulating clause, 569. l)y-law provisions, 686, 696, 707-708, 720, 727, 732. certificate of publication, 1644, 1766. computing time of, regulating clause, 569. effect of, regulating clause, 569. manner of giving, regulating clause, 569. signing, regulating clause, 569. O. OATn — Sen Acknowledgment ; Affidavit. of cleric (Maine), l?,!. of inspector of election, 1047. of judge of election, 836. of secretary, 082. OBJECT — notice of special meeting to change, 1686. certificate of change of. 1689. notice of change of, 1688. resolution for change of. 1646, 1689. OB.TECT CLAUSES — S-e General Ob.iect Clauses; Regulating Clauses; Special Object Clauses; Charter; Certificate of Incorporation; State- ment for Incorioration. OFFER See Agreement ; Flotation ; Notice ; Proposal ; Prospectus ; Advei^ tisement ; Option ; Underwriters. by corporation to sell real estate, 811. by promoter to transfer property to corporation for stock and bonds, 856. of refunding gold notes, il66. of treasury stock to public, 1005. to purchase shares under deposit agreement, 940. to purchase entire corporation property, 831. to donate stock to corporation, 1142. to sell stock to purchaser of bonds, 887. t« return stock transferred as security for, deb^, 898. INDEX. 2097 [BEFEKENCES are to I'AfJES.] OFFER — continued. to BtotkUoldciH of rljibt to subscribe for Increase of stock, 1674-5. to triiiisfer propi-rly for stock, Odli, 004, 071, 837. See IssuB OF Stock fob I'HOrEHTV. to sell real estate to corporation, 811. OFFICE — See Amenhments td Cuakteus; State Fobms ; By Law.s ; N(/riCB; Officers; Directors; By-Laws; Minutes; Bond; Agent; Emplovkes. charter clauses, H'M. certificate of chanRC of, 1092. OFFICEKS — See Aoents ; Employees; By-Laws; Di rectors ; Meeti.no. election, 507. by-law provisions, 688-9, 097, 70;i, 704, 709, 7111. 727, 732, 734, 739. regulating clauses, 506, 567. removal, 507, 089, 704, 734. resignation, 079. resolution accepting, 679. OHIO— acknowledgment, 384. out of state, 385. amendment of articles of incorporation, 240. annual report of domestic corporation, 244. of foreign corporation, 2.")4. articles of incorporation, 234. book of stock certificates, 237. certificate of appointment of agent by foreign corporation, 254. of a foreign corporation, 257. of dissolution of corporation for profit, 244. of election, of directors, 243. declaration of a foreign corporation. 250. forms and suggestions relative to organization of stock companies, 235-243. minutes of stockholders' first meeting. 241. notice of opening books of sul)scription, 230. statement of foreign corporation, 249. of increase of proportion of stock of foreign corporation, 252. stock journal, 238. stock ledger, 238. subscription blank, 236. waiver of notice of first stockholders' meeting, 242. OIL COMPANY — object clause, 128. OKLAHOMA^ acknowledgment, 385. articles of incorporation, 258. foreign corporation — appointment of agent, 200. revocation of agent, 200. statement of domestic corporation, 259. of foreign corporation, 201. OPINION OF COUNSEL — See Attorney ; Counsel ; New York Stock Exchange, Listing Secirities On. as to validity of bond issue, 1026. as to issue of bonds, 1027. ns to organization, right to issue bonds and title to real estate. 1028. as to legality of organization and In^nd issue, 1029. requirement of, for listing securities on New York Stock E.xchange. 1945. OPTION AGREEMENTS~See Agreement; Contract: Issce of Stock for Property ; Offer. agreement between promoters and holders of option to transfer for stock in new corporation, S15. for right to purchase property held under options, 807. for sale of options, 812. • for extension of option and surrender thereof, 813. for sale of entire business to another corporation. 819. [ for sale of portion of business and lease of property, 822. 2098 INDEX. [references are to pages.] OPTION AGREEMENTS — continued. bond to keep options In force, 813, consent of holders of stock to sale of entire corporate property, 833» election return upon proceedings to sell entire corponite property, 834. escrow agreement, 818. letter of deposit in escrow, 819. minutes of directors' meeting to consider sale of entire corporate property, 830. of special meeting of stockholders to consider sale of entire corporate property, 831. notice of acceptance of option, 814. option agreement, 799. for sale of property to promoters, 788. on manufacturing plant, 789. for property to be taken over by proposed corporation, 796. to sell business to promoter of a consolidation, 792. to give option on stock to syndicate which agrees to do exploration work on mines, 802. by corporation and syndicate permitting exploration work, 803. by member of syndicate to do exploration work on mines, 805. to lease with option to promoter, 810. by majority stockholder to sell stock to promoter, 816. to purchase concession, 797. to purchase property, 809. to purchase, agreement for lease with, 810. to repurchase shares, dividends guaranteed by vendor, 871. resolution for giving option, 814. resolution of directors approving sale of entire property to another cor- poration, 821. extracts from minutes of stockholders' meeting approving sale of entire property, 822. stock option, 1135 trust company's receipt for stock deposited in escrow under option agree- ment, 817. vendor's underwriting proposition, 795. ORDER See Assignment; Agreement; Contract; Dividends; Subsci!iptio\. dividend, 1083-1085. for change of name (California), 25. for machinery under agency agreement, 1583. for voluntary dissolution (California), 20. to deliver documents, 1541. of business. See By-Laws. OREGON— acknowledgment, 385. annual statement — domestic corporation, 263. articles of incoi'poration, 203. certificate and copy of resolution dissolving corporation, 264. of directors'meeting, dissolving corporation, 265. • of increase or decrease of capital stock, 263. foreign corporation — annual statement, 270. declaration of purpose, 267. power of attorney, 268. ORGANIZATION— Sec Agreement; By-Laws; Directors; Incorporators; Meeting; Minutes; Notice; Options; Promoters; Subscriptions. agreement for, 615. by-law provisions, 730. certificate of (Connecticut), 54. forms and suggestions (Ohio), 235. meetings, 654-683. minutes of directors' meeting (Arizona), 670. notice of meeting for, 054, 655. Massachusetts, 150. ■ • INDEX. 2099 [REFERENCES ARE TO PAGES.] ORGANIZATION — continued. power of attorney to act after, 652. proxy for, 1053. statement for (Illinois), 88. waiver of notice of first meetinj? of directors, 668. of first meeting of subscribers, 241i, 056, BfiT. ORIGINAL SUHSCRIl'TION LIST — See Slbschu'TIon. form of, 633. P. PAID-UP STOCK — See A.^reement ; Issue of Stock for I'ropehtt ; Subscrip- tion ; Stock. agreement to issue for debt, 845. certificate of, 743. California, 40. subscription for, 635. PAPP:R COMPANY — sinking fund gold bond, 1332. PAR — See Capital Stock Clai-ses ; Pkeferuf.d Stock Clauses ; State Forms ; Change; Amendment to Ciiauteu. subscription for stock above, (\4'2. value, resolution to change number and, 1080-2. PARTIAL RELEASE — of mortgaged premises, 1105. PARTIALLY-PAID CERTIFICATE— of stock, 743. PATEINT — See Agreements ; General Object Clauses ; Promoters ; Em- ployee. agreement to assign to corporation, 1020, 1030 note. to sell stock received for, 880. for sale of interest in patent in exchange for stock, 1930, 1931 note. for sale of a secret process, 1505. to share in expense of maintaining patent suit, 1031. with employee as to inventions, 1578, 1570 note assignment of entire interest in invention before issue of letters patent, 1924. of entire interest in letters patent, 1024. of territorial interest in letters patent, 1026. of undivided interest in letters patent, 1925. of patents, 1028. of patent to promoter, 858. charter clauses as to, 60, 80, 530, 537. license, shop-right, 1020. not exclusive, with royalty, 1027. resolution authorizing issue of capital stock for, 867, 1930 note. royalty agreements in re, 1500 note, 10:50 note. PAYMENT— of calls and assessments, regulating clause, 554. PENNSYLVANIA — acknowledgment by attorney, 386. application for charter, 271. foreign corporation — bonus report, 280. capital stock report, 277. power of attorney and statement, 275. report of loans, 278. revocation of agency, 276. notice of iipplloation for charter, 272. proof by subscribing witness, 386. proof of acknowledgment taken t ut of state, 387. of publication of notice, 273. registry of corporations, 273. foreign corporation, 274. flttttement of location of oflJce — ^foreign corporntlcn, 275. 2100 INDEX. [references are to PJ^OBS.] TKUMANENT DIVIDEND ORDER — See Dividends ; Order. permanent dividend order. 1083-1085. I'ERSONAL INJURIES — See Relisask ; Emplovees ; Employees' Benefit Asso- ciations. Telease of claim for, 1551, 1552. PERSONAL PROPERTY— See Ar.uEKMENT : S.\i.i:. assijrnment by corporation, 1502. Philadelphia" STOCK exchange— See listing stock. rules of, 1964. PHILIPPINE islands— articles of incorporation, 283. PLACE OF BUSINESS — See Amk.md.ment to Charter.s ; Charter; OFFICE, certificate of change of (Connecticut), 59. New Jersey, 197. Texas, 321. Vermont, 333. notice of change of (California), 24. resolution for change of, 1602. PLAN — See Dissolution; Holding Company; Increase of Capital; Reorgan- ization. for acquisition of entire stock of another corporation, 2035. PLANT— agreement for lease of entire, 1205. manufacturing, lease of, 1209. PLEDGE — See Agreement ; Bond Issues ; Collateral ; Negotiable Instru- ments ; Notes ; Short Term Notes ; Stockholders' Agreements ; Sale and Pledge of Stock ; Mortgage ; Guaranty. agreement for hypothecation of stocks and bonds, 904. for storage of property on leased premises, 1532, 1533 note. in relation to, 1535, to transfer stock to bank for debt, 895-898. appointment of custodian for, on leased property, 1534. assignment of equity in pledged collateral, 924. notice to pledgor after sale of pledged stock, 931. of sale of collateral securities, 925. of corporate securities by corporation, agreement with bankers, 912. of book debts. 1198. of money due under contract, 1493. of stock with collateral agreements, 905. of unissued capital to secure advances by bank. 910. resolution authorizing president to pledge securities, 924. restriction on power to, regulating clause, 658, 569. PLEDGED STOCK— power of attorney to transfer, 763. POOLING AGREEMENT — See Agreement ; Option ; Stockholders' Agree- ments ; Reorganization ; Voting Trusts ; Close Corporation. form of, 1133. PORTO RICO— annual report of domestic corporation, 289. of foreign corporation, 298. articles of incorporation, 286. certificate as to paid In capital, 287. of amendment to articles, 287. of consent to be sued and designation of agent, 294. of dissolution by consent of two-thirds of stockholders, 290. of dissolution by unanimous con.sent, 292. of substitution of agent, 296. revocation of appointment of agent, 296. revocation of consent of agent, 297. verified statement for foreign corporation, 293, written consent of agent, 295. INDEX. 2101 [REFERENCES ARE TO PAGES.] t POWER See Charter; Ge.nkhai, Object Clauses; Uegulating Clauses; Bt- Laws ; Capital, Stock Ci-ai sks ; Srr.ciFic (juject Ci-iCSES ; 1'owjjr of Attorney. i»0\VKU OF ATTOKNKY — See Age.nt ; By-Law.s ; FouJfiG.N Cohporation ; Proxv ; Kegllating Clauses; Stock; Transkeu ; AttA(;kS.1 TEOMOTERS — continued. for priipcrty to l)o taken over by proiJOKed corporation, 790. to {jurcliase concession, 7'J7. to purchase property, 809. preliminary aKroement for Incorporation, GOO. remiincration of, regulating clause, 042. resolution, to give option, 814. PROMOTION— .See I'iio.mdtkks. PROOF — See Affidavit ; Ack.nowlidgment ; Cektificate. of debt due corporation In bankruptcy jirocecdlngs, liOOS. of secured debt In baukruptcy proceedings, UOU'J, IJOlO. of service of notice, 175;:!. PROl'IUtTY — See Agkkeme.nt ; Contkact ; Ge.nekal Object Clauses; lasuB or Stock fok I'iuji-euty ; Lea.se ; Moktgaue ; Oi'Tio.n ; 1'uomoteu.s ; Sale ; Land. agreement for purchase of by corporation, 844. to sell for stock and bonds, 840. for purdiase of, and payment for in stock, 8.'J!). certificate of appraisement of, exchanged for stock, 800. direction to sell on recjuest of stockholdrTS, regulating clause, 507. minutes of stockholders' meeting authorizing purchase from promoters, 804. notice to remove on expiration of lease, lli21. offer to transfer for stock, 837. by promoter to transfer for stock and l>onds, 856. power to acquire and hold, 540. proposal to exchange for stock, 837. resolution to purchase in exchange for stock, 859. to sell in exchange for stock and cash, 800. of stockholders authorizing sale for stock, 802. of directors authorizing purchase with stock, 863. subscription payable in, 048. PROPOSAL — See Advertiseme.nt ; Offer ; Notice ; Option ; Agreement ; Sale. I'UOSPECTUS — See Advertisement ; ri.oTATioN ; Notice ; Offer ; Stock ; Bond Issues ; Short Term Notes. form, 983. for preferred stock, 985-089, 990, 993, 997. for sinking fund bonds, 1008. Issued by brokers, 987-989. of brokers for bonds and stock, 1016. PROTEST — against bond issue by stockholder, 1271 note. PROVISIONAL CEKTIFICATE — See Certificates of Stock; Temporary Cer- tificate; Definitivf, Securities. where stock not fully paid-up, 744. PROXY — See Annual Meeting; Banks; Bond I.ssues ; Bv-I^vws ; First Meet- ing; Voting; Merger and Consolidatio.n ; Minutes; Stockholders' Meet- ings; Powers of Attorney; Attorney; Agent. : - . and waiver of right to subscribe for increase of stock, 1726. by-laws, provisions for, 695, 720, 730. for annual meeting, 1053, 1054. for bondholders' meeting, 1472. first meeting of incorporators, 1053. unlimited period, 1000. proceedings to dissolve corporation, 1059. Bpecial stockholders' meeting to increase capital stock, 1058. to increase capital and amend charter, 105S. to dissolve national bank, 1744. to two attorneys, 1055. to several attorneys, 1055, 1060. receipt of notice, agreement and, 1054. revocation of, 1002. eubstltutlon of. lOOl. United States Steel corporation, form of, 1056. TOting by, regulating clause, 557. 2104 INDEX. I REFERENCES ABE TO PAGES.] PUBLIC SALE — See Advertisement; Okfek ; Notice; Sale; Bo.vd Lsst}£s ; I'l.EUlJE. PUBLICATION — See Affidavit ; Notice. notice, 1045. certificate of, 1644. I'UBLIC WORK — See United States; Proposal; Agreement. agreement to complete unfinished, 15128 note. guaranty of making contract for, If bid accepted, 1528 note. notice of reception of proposals for and form of bid, 1528 note, PUBLISHED NOTICE — See Notice; Increase of Capital Stock: Amendment OF Charter; Advertisement; Annual Report; Advertisement; Affidavit. charter clauses as to notice, 569. PUBLISHER'S CERTIFICATE, 23, 40, 198, 350, 835. 1043. Q. QUICK ASSETS — See Preferred Stock ; Bond Issues ; Assets. covenant in trust deed to keep on liand, 1327. QUIT — See Landlord ; Lease ; Tenant. notice by landlord to tenant to, 1220. notice of tenant of intention to, 1221. QUIT-CLAIM DEED — .See Deed. by corporation, 1184. R. RAILROAD — See Car Trusts; Bond Issues; Reorganization; Rolling Stock. agreement for right of way, 1531. general mortgage bond, 1322. lease of, 1213. subscription to stock of, 625. RATIFICATION— See Minutes ; Proxy ; Waiver. of minutes of directors' meeting, 680. RECAPITALIZATION — See Increase of Stock ; Decrease of Stock ; Reorgani- zation ; Merger and Consolidation ; Dissolution. notice of stockholders* committee, in re, 617. REAL ESTATE} — See Deeds; Agreement; Land; Lease; Mortgage; Prop- erty ; Bond Issues ; Option. offer to sell, 811. RECEIPT — See Increase of Stock ; Reorganization ; Subscription ; Install- ments ; Calls ; Merger and Consolidation. application for shares and, 363. for documents deposited in trust, 1541. for installments, 640, 782. for stock deposited under agreement, 2043. for stock deposited under escrow agreement, 817. transferred as security for debt, 808. for subscription, 642. of notice, agreement and proxy, 1654. stock allotment, 1661. subscription payable in installments and, 638. for fractional shares of increase, 1063. under plan to acquire stock of another corporation, 2043. RECEIVERS — See Bond Issues; Bankruptcy; Reorganization; Pledge. bond of (Illinois), 2006. certificates, 2006-2008. clause for appointment of in pledge agreement, 1198, 1199. notice of offer to buy assets and pay calls, 786. time within which to present claims, 2045. REDEMPTION — See Bond Issues ; By-Laws ; Preferred Stock ; Negotiablr Instruments ; Notes ; Mortgages ; Pledge. notices in re, 1445-1461. of preferred stock, regulating clauses, 580, 581. REDUCTION — See Amendments to Charter ; Decrease of Capital Stock ; Directors ; Increase of Stock ; Reorganization ; Dissolution. regulating clause In re, 554. INDEX. 2105 [REFEBENCEH AJIE TO PAGES.] REKUNDING AND IMPROVEMENT MORTGAGE BOND8, i:{:{0. clauses regulating issue of, 1.341. REFUNDING GOLD NOTES — See Bo.ND Ishues ; Negotiable I.nsthume.mtb ; Notes. offer of, 1106. REGISTERED BONDS — See Bv-Lawh ; Cehtieicates of STofK ; Increase or Stock; Li.stino Securitie.s o.n St(j(:k Exchange.s ; Tba.vskeu; Registrar; Reoistratio.n. certificate, 744. effect as notice, regulating clause, .'')G9. REGISTRAR — See By-Laws; Capital Stock; I.ncrease of Capital Stock; liLSTiNo Securities o.n Stock Exciia.nge ; Transfer; Registered Stock; Bond Issues ; Reorganization. certificate to, 1070. contract with, 1902. resolution appointing, 1069-1070. REGISTRATION— of forfeited stock, 5.56. of trade marks, 1932-1937. REGISTRY — endorsement on bond, 1228, 1318. REGISTRY OF CORPORATION— See Foreign Corporations; State Forms. REGULATING CLAUSES — See By-Laws; Capital Stock Clauses; General OiLiECT Clause.s; Specific Ou.ikct Clvisfs. accounts, 547. advertisement, notice by, 569. auditing- accounts, 547. auditors, 548. balance sheet, 548. books, examination by stockholder, 70. 549. power to close transfer, 549. to examine, 549. by-laws, power of directors to adopt, 567. calls and assessments, 555. payment of, 554. setting off dividends against, 561. cash dividends, 562. change of stock issue, 552. classification of directors, 563. cumulative voting, 558, 559. directors, compensation of, .565. for extra services, 565. control over capital stock and dividends, 551. disqualified, acts of, 564. dividing into classes, 563. effect of resolution signed by all, 565. executive committee, power to appoint, 70, 56«. increase of, 564. interested, 564. management by, 563. officers, appointment of, 566. power to fill vacancies in board, 564. restriction on power to mortgage or pledge, 568, 569. sale of property by, 508. to sell property on request of majority of stockholders, 567. defaced or lost certificates, 562. dividend, 560. cash, 562. payment on stock held jointly, 561. of profits in, 562. 2106 INDEX. [REFERENCES ARE TO PAGES.] REGULATING CLAUSES — continued. providing for contingent account and distributing balance of profits in, 561. setting off against call, 561. stock, 562. examination of books and accounts, 70, 549. executive committee, 70, 566. increase of stock, 552. disposition of, 553. prior right of stockholders to subscribe for, 553. status of, 553. lending money on and purchasing own stock, 562. lien of corporation on stock, 77, 560. meetings, holding out of state, 70. mortgage lien not to be created without consent of preferred stockholders, 216. notice by advertisement, 569. computing time of, 570. manner of giving, 569. signing, 569. officers, appointment, 567. removal, 567. preferred stock, reservation of right to retire, 554. restricting voting power on, 557, 559. recognition of stockholders, 550. reduction of capital stock, 554. restriction on power to mortgage or pledge, 568, 569. ^ right of continuing stockholders to purchase shares of retiring stockholder, 550. sale of property by directors, 568. shares jointly registered, 551. stock, allotment of, 554. disposition of, 554. disposition of increase of, 553. forfeiture for non-payment of calls and assessments, 555. registration of forfeited stock purchased, 556. transfers and certificates. 549. transmission by death, 550. voting, at stockholders' meetings, 556. by proxy, 557. cumulative, 558, 559. manner of, 556. power to form voting trust, 560. restrictions on preferred stock, 560. RELEASE See Agkeemext ; Bond Issues ; Contract ; Stockholders' Agree- ments ; Personal Injuries ; Mortgage ; Subscription. agreement to pay money with, 1554. by employee for personal injury, 1552. covenant not to sue stockholder on account of stock liability, 1553. general, to a corporation, 1551. * of claim for personal injuries, 1551. 1552 note. of mortgage by corporation (Illinois), 1194, 1195. of part of mortgaged property, 1195. of stock subscription, 632. REMITTANCE — See Increase; Subsckiption ; Dividend.s ; Voucher; Check; Underwriting, application for shares with, 637. REMOVAL OF OFFICE — See Principal Place of Business ; Amendment to Charter ; I'lacb or BusiNE.ss ; Location. regulating clause. 567. REMUNERATION OF PROMOTERS— See PpoMOTEBS. general object clause, 542. INDEX. 2107 [REFERENCES ARE TO PAGES.] REX)RGAN'lZ.\TION — See Dissui-ltion ; Mi:ii<;ku a.m> Consolidation : Voting TursTs ; JJkcai itai.ization ; Change ; Incuease ok Cai-itai. Stock ; De- crease OF Capita I. Stock. agreement fi)r, 1.S04. 1802. of bankrupt corporation, 1828. for readjusfmcnt of debt in afcordiince with plan, 1818. to siirrtiider notes and take other security If plan effective, 1174. assi>,Minunt of certllicate of deposit iindir agreement for, 1841. bondholders' deposit aKreement for insolvent corporation, 1843. call for assessments due under plan and aRreement, 1878. certificate of deposit of claim under agreement, 1840. endorsed assignment of, 1841. of deposit, 11)14. of bonds under agreement of merger and consolidation, 1918. of stock, 1915. of common stock, 1917. clauses in various af;rooments for. abandonment of plan, 18;J2, 18CG. accounts of committee, 1825, 1838, 185.J, 1871. assessments, 1864. bonds, deposit of, 1844. transfer to committee, 1801. certificates of deposit, 1819, 1831, 1845, 1852, 1863. agreement to accept, 1805. transfer of, 1805, 1819, 1831. 1864. negotiability, 1820, 1831, 1863. claims, manner of deposit, 1804, 1814, 1817, 1819, 1830. committee, general powers, 1805, 1820. 1821. 18:)R, 1843, 1867, 18G9. changes in, 1807, 1824, 1837, 1843, 1845, 1S54. 1871. expense of, 1807, 1824, 1835, 1837, 1S45, 1853, 1808, 1870. compensation of, 1807, 1824, 1837, 1845, 1853, 1871. majority mav act, 1845, 1872. person:i"l Interest not to disqualify. 1824. 1838. 1845, 1853, 1S72. personal liability, 1S07, 1824, 18:58, 1845, 1853, 1854, 1871. power to deal with property acciuired, 1805. power to adopt plant, 1846. 1853, 18G5. rejection of claims, 1806, 1814, 1818, 1819. power to procure loans, ISoO. 1S;'>5, 1809. power to deal with deposited obligations, 1819, 1847, 1852, 1867. construction of plan by committee, 1822, 1832. 1852, 1867. conveyance ot property to new company, 1806, 1836, 1869. deposited claim not to merge or be released, 1825, 1839, 1873. depositary. 1819, 1838, 1845, 1854. change in, 1839. distribution of new securities, 1800. enumeration of specific powers not to limit general powers, 1825, 1876. execution of agreement in counter-parts, 1807, 1818, 1830, 1847, 1873. further assignm(-nts, 1805, 1S19. majority of depositors to control, 1854, 1855. modification of plan, 1806, 1813, 1822, 1832. 1S05. notice to depositors. 1805. 1826, 1832, 1846, 1854. 1800. 1873. powers as to property, 1835. proceeds of sale of pi'ot>erty by committee, 1806. stock, transfer to committee, 1804, 1831, 1852. termination of agreement, 1847. 1853. third parties to acquire no rights, 1825, 1831, 1839, 1848, 1873. time limit for deposits, 1814, 1820, 1832, 1853, 1863. voting power of committee. 1821, 1851^ 1868, 1870. underwriting by committee, 1838, 1870. withdrawal from agreement, 1810, 1822. 1847. 1S54. 1865, 1866. final notice by committee requesting deposits, 1910, 1911. requesting deposits and penalty for nOD-Compiiance, 1911. of reception of deposits, 1912, 2108 INDEX. [references are to pages.] REORGANIZATION— ro«/inued. iustallment, notice of committee calling for, 1911. letter to secured creditors as to reorganization of bankrupt corporation, 1S27. minutes of special meeting to increase stocli and reorf,'!inize, 1G56. notice by committee of security holders in re merger, 18'J1. by committee requesting deposit of bonds, 1901. of modified or substituted plan for readjustment of debt, 1814. by committee under protective agreement, of offer to purchase secur- ities and termination of agreement, 1913. of exchange of certiflcates of deposit for definite securities, 1921. of return of bonds deposited tinder agreement, 1920. of withdrawal of deposit agreement, 1919. of distribution to holders of certificates of deposit, 1920. final, reijuesting deposits, 1910, 1911. by committee of time limit on deposits and creation of voting trust, 1877. of election to terminate deposit agreement, 1894. of formation of bondholders' protective committee for insolvent cor- poration, 1842. of call of installments under agreement and notice to holders of securities not deposited, 1896. of committee calling for final installment on securities deposited. 1911. of committee representing security holders requesting deposits of securities, 1892. of committee of third mortgage Iwndholders, 1894. In reference to plan of reduction of capital stock, 1899. of default In interest and request for deposits, 1849. of extension of time to make exchange of securities, 1914. to deposit stock under plan of reduction of capital, 1898. to deposit under plan of reorganization, 1907. of filing of account of reorganization committee, 1923. of formation of preferred stockholders' protective committee, 1850. of committee declaring plan operative and extending time for deposits, 1902. of protective committee of income bondholders, 1895. of committee as to exchange of certificates of deposit for new cer- tiflcates of stock, 1921. of reorganization committee requesting deposits, 1899, 1900. of committee declaring plan operative, 1901, 1902, 1903. of stockholders' committee in reference to deposit under phui of reduc- tion of capital, 1897. of resolution to extend time of deposit of stock under agreement, 1908. of committee declaring plan operative and limiting time for deposit of securities, 1903. of adoption of bondholders' agreement, 1904. of adoption by committee of plan and agreement for reorganization, 1856. of expiration of period within which bonds may be deposited, 1912. of modification of plan, 1906. of extension of time to deposit securities, 1908, 1909. of further extension of time to receive deposits, 1909. of special meeting to increase capital and reorganize, 1653. to bondholders and stockholders of plan and agreement for reorgan- ization, 1856. to bondholders by committee of approval of plan, etc., 1874. to bondholders of formation of committee and request for deposits, 1881. to stockholders of approval of plan and right to withdraw stock on payment of expenses, 1875. plan and agreement for reorganization of allied corporations, 1884. of reorganization, 1859. for readjustment of debt, 1809. INDEX. 2109 tREFERKNCES AUK TO PAnES.] REORGANIZATION — continued. published notice of adoption of plan nnd agreement to protect boarthold- ers, 1003. by coniinlltt'o foiiiicd liy merger of separate committcoB of Heparate corporations, 181).'{. right to fxchange certl/lcates of deposit for stock certificates, 1922, statfiiiint of linaiK'lal condition of Insolvent corporation, 1848. stockholders' protective aKreement for Insolvent corporation, isrd. r('or>,'anl/.atlon agreement and notice of steps to carry out same, 1879. underwriting agreement for, VCtO. REPORTS — See A.v.mai. IJKroitT ; Foiieign Corpohatioss ; State Fohmh ; State- ment. annual report to stockholders, 2027, 20.'51, resolution authorizing filing of, 1070. ' KESERVAl'ION— See Cai-ital Stock Ci.adses. of right to alter, amend, or repeal charter, 546. of right to retire preferred stock, 554. RESlG.N'ATION — See IJy-La\v.s ; Dikectobs ; Minl'tes ; Officers. generally, 670, 10G4, 1072, 1073. resolution accepting, 679. RESOLUTIO.X — ^See Amendments to Charters ; Assessments ; Auditor ; Bank Bond Issles ; By-Laws; Calls; Cektiiuates ; Contract; Counsel Decrease of Capital Stock ; Decree ; Dissolution ; Directors ; Divi DENDS ; E.\tension of Duration ; Foreign Corporations ; Guaranty Increase of Capital Stock; Installments; Issue of Stock for ruopEUTY Meetings; Merger; Minutes; Mortgage; Negotiable Instruments Officers ; Option Agreements ; Patents ; Place of Business ; Pledg:: Preferred Stock ; I'romotehs ; Property ; Registrar ; Reorganization , Resignation ; Sale ; Scrip ; Seal ; Shares ; Short Term Notes ; Special Meetings; St.\te Forms; Stock; Stockholders' Agreements; Subscrip- tion ; Transfer ; Treasurer ; Treasury Stock. certificate of passage of, by secretary, 1071. 1039. confirming previous minutes, 1068. signing by nil directors, effect of, 565. RETIRING STOCKHOLDERS — See Agreeme.nt ; Stockholders' Agreements. right to purchase stock of, 550. corporation, aflldavit of (Mo.), 183. RETURN — See Reports. of judges of election, 8.'!5. REVOCATION— See Subscription. of subscription, generally, 631, 632, 653. of power of attorney, 1561. of proxy, 1002. RHODE ISLAND — See State Forms. acknowledgment, 3,SS. articles of association, 300. certificate returned to Secretary of State, 300. foreign corporation — power of attorney. ;W2. power of attorney — domestic corporation, 301. RIGHT OF WAY— See Water. of railroad, agreement for, 1531. agreement to lay pipe. 1528. RIGHT TO RETIRK-See Preferred Stock. preferred stock, regulating clause. 554. RIGHT TO SUBSCRIBE— See Increase of Capital Stock; Subscription. to increase of capital stock, 553. ROLLING STOCK— See Car Trusts. ROYALTY— See Patents. agreement. wi. re, 1509 note. RT!LES— See Listing Securities on Stock Exchanges; Employees' Bfj«efit Association. S. SALARY — See By-Laws ; Directors : E.mployee ; Officer ; Agent. osslfeTiment of, 15S4. 2110 INDEX. [references are to pages,] SALE — See Agreement ; Contract ; Directors ; Issue op Stock F(ir Property ; Merger and Consolidation ; Stockholders' Agreements ; Keohganization ; Property ; Pledge ; Bond Issues ; Sale and 1'ledge of Stocks and Seccrities. bin of, by corpor;ition, 1499. bill of, to corporation, 1500. assignment of bill of, with warranty, 1501. of entire business to another corporation, 819, 840, 847, 848, 1756. consent of stockholders to, 883. election return on proceedings for, 5.34. minutes of directors meeting to consider, 830. notice of stockholders meeting to consider, 1630, offer to purchase, 831. of collateral securities, notice of, 9i!5. of good-will and right to use name, 1504. of property by board of directors, 568. of secret process, 1505. resolution authorizing sale, 1753. SALE AND PLEDGE OF STOCKS AND SECURITIES— See Agreement ; Bond Issues; Contract; Flotation; Issue of Stock p-or Proi'erty ; Stock- holders' Agreements ; Underwriting. assignment of equity in pledged collateral, 924. agreement by corporation to advance money on improvement notes, 906. for sale of corporate stocks and bonds, 873. for sale Of stock with collateral conditions, 878. for sale of stock on credit and pledge of stock to pay debt, 888, for sale of stocks and bonds, 881. for location of plant and sale of stock, 883. for hypothecation of stocks or bonds, 904. to sell stock, 875-878. to deposit stock in escrow, 900. to sell stock received for patent, 880. to complete public work In consideration for stock, 893. to subscribe to bonds and convey land on location of plant, 884. to excliange bonds, 888. to purchase notes, 908. with broker for sale of stock, 881. with broker. 892. with creditor bank to take stock for debt, 895. with corporation by bank for loan to be secured by pledge of securi- ties, 1912. broker's memorandum of sale of bonds, 893. collateral note, 900, 902, 903. contract for advances of money in consideration of stock, 909. endorsed agreement to take back stock at par, 873. note secured by collaterals with power of sale, 901. Botice of sale of shares by special master on foreclosure, 929. of sale of collateral securities, 920. of public sale of collateral by trustee on default in interest, 926, 927 of public sale of stocks, 928. of pul>lic sale of stock belonging to municipal corporation, 930, of executor's sale of stocks, 930. of adjourned sale, 931. to pledgor after sale of pledged stock, 931. offer to return stock transferred to secure debt to liank, 898. to sell stock to purchasers of Iwnds, 887. to purchase entire capital stock to be deposited by stockholders. 940., pledge of stock with collateral agreements, 905. . of uncalled capital to secure advances by bank, 910. published notice to stockholders of offer to buy entire capital and of terms of deposit agreement, 932. receipt and agreement for stock deposited as marginal security, 892. for stock deposited as security for debt to bank, 897. INDEX. 2111 (REIERENCES AltE TO PAGES,] SA-LD— Continued. resolution to sell treasury stock, 809. autliorizlUK president to sell and pledge LondB, 899, 924. stockholders" deposit agreement under an offer to buy Block, !j:j3. vendor's aKreeineut guarantcelnK' dividends on shares with option to repur- chase, 871. SCHKDULK— of contributions to employes' t>enelit association, 1C04. SCRIP See Bond Issues; Incuease oi- Stock; Subsckii'tio.n ; Dividends certificate, 1081. dividend, 1080. income mortgage bond, 1318. resolution authorizing, 1080. SEAL — See By-Laws ; Organization ; Minutes. I| by-law provisions, G93, 701, 713, 726, 729. certlliciite of impression of (Colorado), 00. resolution adopting, 074. SECOND I'UEFKKRED STOCK CKRTIFICATE — See Certificates of Stock; Preferred Stock. form of, 749 note. SECRET IJROCESS — See Patents. agreement for sale of, 1505. SECRETARY — See Hv-Laws ; Directors' Meetings; Incorporation; Minctes; Oath. agreement for employment of, 1565 note. by-law clauses, 691, G97, 705, 710, 722, 727, 735, 739. certificate of passage of resolution, 1071, 1639. charter clauses, 353. oath of, 682. SECURITIES — See Bond Issues; Capital Stock Clauses; Certificates of Stock ; Checks ; Flotation ; Issue of Stock for Property ; Negotiable Instruments ; Notes ; Suort Term Notes ; Pledge ; Reorganization ; Sale AND Pledge ok Stock ; Stockholders' Agreements ; Stock ; Underwriti.nq. power to issue, 539, 540. to acquire and hold, 533, 534, 535. to borrow money and issue, 535. listing of. See Li.sting Securities on Stock Exchanges ; Stock Exchange. SEPARATE ASSIGNMENT OF SHARES ^OF STOCK— detached assignment, 760, 761. SHARES OF STOCK — See Agreement ; Bv-Laws ; Certificates of Stock ; Capital Stock Clauses ; Issue of Stock for 1'roperty ; Pledge ; Sales AND Pledge of Stock ; Stock. allotment letter, 637. application for and receipt, 636. with remittance, 637. assessments, calls and forfeiture of, 776-787. Jointly registered, 551. liiii of corporation on, regulating clause, 560. ofCer to purchase under deposit agreement, 940. power of attorney to subscribe, 627, 628, 630. to transfer, 763. to transfer (New York Stock Exchange forms), 757-761. resolution to make call upon, 776. SHORT TERM NOTES — See Bond Issues; Coupons; Negotiable Instru- ments ; Notes ; Flotation ; Securities. form of, 1159, 1100. notice of maturity of, 1160. of payment of, 1165. offer for sale, 1105, 1166. resolution authorizing Issue, 1161, 1163. with covenant against mortgages, 1163. 2112 INDEX. [befebences akk to pages.] SINKING FUND — See Bond Issues ; By-Laws ; Notice ; Prefebueb Stock ; Redemption. bonds (paper companj-). 1332. certificate of notary public as to drawing of bonds for, 1449, 1450. . of sinking fund, commissioners as to drawing bonds for, 1451. clauses providing for, 1328, 1336. convertible coupon bond, 1330. first mortgage bonds (coal company), 1334. notices in re redemption of bonds, 1448-1453. prospectus for, 1008, 80LIC1TOK — See By-Laws; Agent; Attokney ; Counsel. resolution appointing, 10G7. SOUTH CAROLINA — See State Forms. acknowledgment, 338. annual report of foreign corporation, 308. application for amendment of charter, 305. application and statement by foreign corporation, 30%. by-laws, 714. declaration and petition for charter, 304. domestic corporation, annual report, 307. return of corporators, 304. SOUTH DAKOTA — See State Fobms. acknowledgment, 388. amendment to articles of incorporation, 312. articles of incorporation, 311. foreign corporation, appointment of resident agent, 313. SPECIAL MASTER— in foreclosure proceedings, notice of sale of shares by, 929. SPECIAL MEETINGS OF STOCKHOLDERS — See Anmdal Meetings; Amend- ments TO Chabtebs ; By-Laws; Dissolution; Incbease ; Meeting; Mergeu AND Consolidation ; Minutes ; Notice ; Pboxy ; Voting. by-law provisions, 684, 694, 702, 703, 719, 726, 731, 738, 739. minutes of special meeting, 1638. to consider sale of entire corporate property, 831. to dissolve corporation, 1767. to increase capital stock, 1643. and reorganize corporation, 1656. notice of special meeting 4 to increase capital stock, 1641, 1642, 1068, 1669, 16Te. to amend charter and increase capital, 1634. to authorize corporate mortgage, 1631. to authorize issue of notes, 1632. to authorize issue of Ixjnds, 1632. to authorize pledge of stock, 1035. to consider proposed contract, 1620. to consider consolidation, 1692, 1703, 1704. to consider conveyance of all property, 1630. to consider sale of cars, lease, etc., 1031. to consider increase of indebtedness, 1633. to change date of annual meeting, 1636. to increase stock and amend charter, 1667. to dissolve corporation, 1765. to reduce capital stock, 1677. to increase capital stock and issue preferred stock, 1666. to pass on purchase of entire assets of another corporation, 1630. to Increase capital stock and reorganize company, 1653. to increase indebtedness and authorize bond issue, 1633. of corporation organized under special charter to accept provisions of later act, 1635. called hy resolution of board of directors, 1636. of call of meeting by majority of stockholders, 1637, by one atockholder, 1038. INDEX. 2113 [refe&ences are to pages.] SPECIAL MEETINGS OF STOCKHOLDERS — continued. proxy for meeting to IncreaBe capital stock, l(t58. See Pboxi. by-law provisions, BM.'i, 720, 730. quorum, 084, 694, 703, 720, 720, 731, 7S8. stockholders' call for special meeting of stockholders, 1037. voting, 085, 004, 703, 720, 726, 731, 738. waiver of notice of meeting for general purposes, 1628. KI'ECIFIC OH.IE(T CLAUSES (alphabetically arranged), 306 591. for agricultural Implements, 89. automobiles, 103. clothing business, 212. financial agents, 76. investment company, 105. oil company, 128. United States Steel Corporation, 2017. SPECIFIC FLEDGE — of book debts, 1198. STANDARD OIL COMl'AN V— Sro Tklsts and Combinations. notice of dl.slnti'gratlon pursuant to decree of cnnrt, 1802. STATEMENTS — See Articles ; Certificates ; Declaratio.n ; Foreign CORro- HATI0.N8 ; State Forms. acknowledgment of. See State Forms. as to the issue of stock, (Virginia), 338. for obtaining credit, 1542, 1543, 1544, 1546. of domestic corporation (Oklahoma), 259. of incorporation (Illinois). 88. to State Corporation Cominission (Virginia), 339. STATE FORMS — See Ack.nowledgme.nts ; Articles ; Certificate ; Declara TioN ; Foreign ConroKAXiONS. (for each state see name of state In its alphabetical order in this index.) see generally pp. 1-391. STOCK — See Bv-Laws ; Capital Stock Clauses ; Certificates of Stock ; Decrea.se of Capital Stock; Increase of Capital Stock; Issue of Stock FOR Property; Preferued Stock; Sale and Pledge of Stock; Stockholdekk' Agreements ; Subscription ; Reorganization ; Underwriting ; Voting Trust. agreement for control of, 1134. for purchase of property and payment In. 839. to hold la trust for employee, 1570. See Employee. to purchase stock purchased in consideration of employment, 1577. to sell property for bonds and, 846, 848. allotment of, charter clause, 554. receipt, 1061. warrant, 1662. fractional warrant, 1664. application for. See Subscription. application for new certificate, 771. See Lost Certificate. assessment upon. See Assessments, Call and Forfeitures of Stock. resolution for, 776. order of referee in bankruptcy for, 777. assignment of shares to be held in trust, 1139. book (Ohio), 237. certificates, 746-770. See Certificates of Stock. application for new, 771. assignment by endorsement, New York Stock Exchange forms, 757. ' creating holder a creditor, 755. detached assignment of, 761. full-paid, 793. Illinois form. 762. Northern Securities Company, 745. notice of lost, 771, 772. 2114 INDEX. [references are to pages.] STOCK — confiitued. partially iialil, 743. preferred stock, 74(5-7o3. provisional, not fully paid, 744. resolution adopting, 680. to purchase, 674 conversion of bonds Into, mortgage clause, 1326. directors' resolution accepting offer to sell property for, 838. disposition of, regulating clause, 554. dividends. See Dividends. regulating clauses, 561, 562. forfeiture, proceedings for, 782-7S7. See Assessments ; Calls. issue, change of, charter clause, 552. journal, 776. ledger, 768-770. letter of deposit In trust, 1138. notice of call upon, 777, 778, 779, 780. See Call. of public sale of, 925-928, 930. offer to transfer property for, 837. option, 1135. order for Issue of certificates, 869. pooling agreement, 1132. power to acquire and hold company's own, 533-534. and hold stock of another corporation, 534, 535. power of attorney to transfer, 763, 1560. to sell stock and receive dividends, 1560. proposal to exchange property for, 837. receipt for installment, 787. reserving lien to corporation, 754, stockholders' resolution accepting offer to sell property for, 838. subscription before organization, 620, 621, 622. for preferred stock, 623-628. payable in installments, 68, 639. See SuBSCRirTioNS. transfer book, 764-766. by-laws as to, 692, 700, 701, 710, 723, 725, 736. charter clauses, 549. waiver of notice of call upon, 780, 781. STOCK EXCHANGE — See Listing Securities on Stock Exchanges. STOCKHOLDERS — See Annual Meetings ; By-Laws ; Incorporation ; Meet- ings ; Minutes ; Special Meltings ; Stock ; Stockholders' Agreeime-nts ; Subscription ; Reorganization ; Voting Trusts. committee, notice in re recapitalization. 617. consent to sale of entire corporate property, 833. covenant not to sue on stock liability, guaranty for credit extended by bank, 1546. Journal, 238, 767. ledger, 238, 770. by-law provisions, 728. list of (New Jersey), 1048. minutes of first meeting, 657-659, 663-665. of adjourned meeting, 667. prior right to subscribe for increase, 553. protest against bond issue, 1871 note. resolution authorizing loan, 1190. authorizing mortgage, 1190. concerning defaulted lease, 1222. right to purchase shares of retiring stockholder, 550 temporary certificates, 1664. waiver of notice of first meeting of, 656, 657. INDEX. 2115 [BEFEltENCtS ABE TO PAGES.] STOCKIIOLDFUS" AGREKMKNTS — See A(;iiKK.MKNT ; By-I.aws ; roxTUACT ; Hoi.ui.N(} CoiirANV ; Incukasi; ok Cai-itai, Stock ; Oi-tiox Aukkkmk.nt.s ; I'Ho- MoTEits ; Ueoiiganization ; Voting TursTs ; Ihsle ok Stock lou Tuoi-euty ; Close Coui-ouation ; Pooling Agkek.mknt. agreement for control of stock, ll.'{4. transfer of vendor's shares In tr\ist for company. II 41. 1 close corporation, li;{7. asslnnment of shares of stock to be held In trust, 11 :'.!•. Carnegie Iron-clad agreement, 2021, clause in agreement tu re control of stock, 113G. deposit agreement for stock offered to l>e purchased l>y another corpora- tion, 93. letter of deposit of stock in trust, 1138. notice to stockholders of offer to buy stock under tiTuis of (l>-iMwit agree- ment, 932. offer and agreement to donate stock to a corporation, 1142. pooling agre(>nient, 1133. resolution for appraisal of stock held, 1136. stock option, 1135. stockholders' arbitration agreement and awnrd tliereoii, 1143. agreement to join in litigation based on di-ci'it in s.-ile of slock, 1145. agreement to vote together, 1111 note. STOLEN INSTRUMENTS — See Lost Certificates; Bond Issi;es ; Bond. STORAGE — See Agreement. of consigned property, lease of premises for, 1532. appointment of custodian of, 1534. STUB— of stock certificate, 757. SUB-CONTRACTOR — See Contract ; Agreement ; CoNTRACTon. bond of, 1487. STTBSCRIBER — See Agreexient ; By-Laws; Fiiist Meeting; Incori'orators ; Minutes ; Meeting ; Suhsckiption. agreement to purchase bonds from, 1437. minutes of first meeting of, 657, 659, 663. SUBSCRIPTION — See Agreement; Assessment; Bond Issues; Flotation: Holding Company ; Incorporators ; Increase of Capital Stock ; Merger and Consolidation; Organization; Reorganization; Stock; Underwrit- ing. advance, for controvertible debentures, 1432. agreement to assume, 651. agreement before organization, 620, 621, 622. of incorporators after organization, 622. for preferred stock, 623. 638. See Prefeurf:d Stock. for sale of stock to capitalists to offer same to public, 977. for sale of stock of Illinois corporation sold by New Jersey cor- poration, 646. allotment letter, 637. and terms of proposed stock issue, 624. application for shares and receipt. <>."!6. and remittance, 637. for preferred stock with bonus, 1006, 1007. for subscription to bonds, 1025. blank, 633. by letter, 634. for Increased stock, 1660. See Increase of Capital Stock, certificate of, for ten per cent of capital (OhloK 239. payable in Installments. 635, 641. conditional. 625-627, 636, 6.3S. contract, and agreement with promoters. 613. contract, 633, 634, 635, 636. for additional shares payal)le in In.'^tallments. 635, for stock, 671. for stock offered by broker, 638. 994. 2116 INDEX. [REFKRKXCKS ABE TO PAGES.] SUBSCRIPTION — continued. for stock above par, 642. for full-paid stock, 635, 1006. for bonds, 1436. for bonds with stock bonus, 1435, 2042. list, 633. notice of right to subscribe to stock in new company or take cash divi- dend. 628. offer of treasury stock to public. 1005. payable in installments. 623, 624, 638, 639. payable in property, 648. power of attorney for 627, 628, 630. providing for issue of preferred stock, 643. and bonus, 645, 004. receipt, notice of dividends on, 1088. receipt for, 642. for debentures. 1435. for bonds, 1436. for bonds with bonus of stock, 1435. for installment paid, 640. release of, 632. revocation of, G31, 632, 653. to stock of railroad company, 625. to stock above par payable in installments, 1005. to preferred stock offered by brokers, 904. transfer of, 650, 651. warrant for debentures, 1432. fractional, 1433. with collateral agreements, 649. SUBSTITUTION — See Powee of Attornev ; Proxy. power of, New York Stock Exchange form, 757. of proxy, 1061. under power of attorney, 1561. SUB-UNDERWRITERS — See Underwriters. SUPPLEMENTAL MORTGAGE, 1399, 1407, 1410. SURETY — See Bond; Guarantv. bond to indemnify, 14SC, 1484. SURPLUS — See Capital Stock Clauses ; By-Laws ; Dividends ; Preferred Stock ; Sinking Fund. SURRENDER — 'See Dissolution ; Reorganization. of charter before organization, 1771. SYNDICATE — See Bond Issues ; Brokers ; Flotation ; Option Aokeements ; Promoters; Stockholders' Agreements; Keukganization ; Underwuitino ; Voting Trusts. agreement to purchase and resell mines, 981. T. TABLE— showing actual rate of income on dividend paying stocks at various prices. 1102. TAX See Annual Reports ; Foreign Corpouations ; Internal Revenue ; State Forms. TELLERS — See Inspectors; .Tudges ; Election. TEMPORARY CERTIFICATE — See Certiiicates of Stock; Subscription. form of, 1664. notice of exchange for mortgage bonds, 1424. voting trust, notice of exchange for definitive certificates. 1129. TENANT — See Lease ; Landlord. notice to quit by landlord, 1220. notice of Intention to quit by, 1221. , notice to remove property at expiration of lease, 1221. y notice to, of conveyance to purchaser, 1222. INDEX. 2117 [nEFEKENCFS ARE TU TAGES.] TENNESSEE^ — See Foreign Coriuraiioss. acknowledgment, 389. amendment to charter, 31f5. charter of Incorijoratlon, ■'U.'i. forelKn corporation, annual report, 317. TESTIMONIU.M CLAUSE— Of deed poll, 1223. of Indenture, 1223. TEXAS — 'See Foreign Corporations. acknowledgment, 3R'.). affidavit to accompany charter, 320. amendment changing name of place of business, 3B1. amendment Increasing capital stock. 310. annual report of a corporation, 323. anti-trust affidavit, 32.'). charter of domestic corporation, 319. TIMBER CERTIFICATES— notice of payment of coupons on, 1444. TIMI'3 — See Notice. of notice, coujpuflng, regulating clause, .570. TRACTION COMTANY— See Car Trusts; Rolling Stock; Railroad. TRADEMARKS — See Patents. application for cancellation, 1938. for applicants under ten-year proviso, 1936. declaration for corporation or association, 1935. for a firm, 1934. for an individual, 1933. for foreigner under act of 1906, 1937. notice of opposition, 1038. object clauses, 536, 537. petition for registration under federal law, 1932. statement for corporation or association, 1934. for a firm, 1033. for an individual, 1932. for individual under Sec. 3 of Act of 1906, 1937. for registration, 1935. warning against unfair covnpetition. 1030. TRANSFER— See Assignment ; CERTincATr.s of Stock ; By-Laws ; Bond issues; INCREASE OF STOCK ; REGISTRAR; STOCK ; LISTING SECURITIES ON Stock Exchange. agent, by-laws as to, 602, 724. book. See Stock Journal; Stock Ledgfr : Books. closing of, bylaw provisions, 002, TOO, 725. power to close, 549. notice of annual meeting and extension of time for closing, 1043. resolution adopting form of, 673. of shares, regulating clauses, 549, 550. by-laws, 602. 700, 701, 710, 723, 728. 7.36. New York Stock Exchange forms, 757-761. of subscription, 650, 651. power of attorney to accept, and act after organization (Maine), 652. of stock, power of attorney for, 763. TRANSPORTATION— telegraph and electric business, object clause, 544. TREASURER— See By-Laws; Directors' Meetings; Minutes. bond of, 681, 682. charter clauses as to duties of. 353. by-laws as to. 600, 698, 705, 710, 722. 728. 735, 739. as to iKjnd of, 601, 609, 722, 728, 735. deed by, for forfeited stock. 785. resolution as to deposit of funds, 673. as to payment of corporate moneys. 673, 674. naming bank as depositary, 674, 080. 2118 INDEX. [REFERENCES ABE TO PAGES.] TREASURY STOCK — See Bv-Laws ; Cafital Stock Clauses ; Incoepokation ; Mi.NCTKS ; Issue of Stock for Peopkrty. agreement with fiscal agent to sell, 979. to donate stock to a corporation, 1142. charter clauses. 327. offer of, to public, 1005. resolution to sell, 899. TRUST — See Anti-Trust Affidavit; Bond Issues ; Increase of Capital Stock; Stockholders ; Agreement ; Trustee ; Thusts and Combinations ; Voting Trusts. affidavit as to connection with. 95, ISO. 325. 3G0. as to funds of employees' benefit association. 1603. acceptance of by trustee under supplemental mortgage, 1409. agreement to transfer vendor's shares to secretary in trust for corpora- tion, 1141. to hold stock in, for employee, 1570. assignment of shares to be held in, 1139. certificates, guaranteed, 1371. declaration of, in land, 1185. by trustee of, 1186. deed, securing first mortgage bonds, 1225. between benefit association and trustee, 1598. securing collateral trust bonds, 1277. guaranteed trust certificates, 1370. of shares of stock for benefit of employees, 1587. securing income Iwnds, 1302. indenture securing gold notes, 1382. letter of deposit of stock in, 1138. TRUST COMPANIES — See Merger; Trustee; Bond Issues. notice of merger (Pennsylv-nuia), 1708. agreement for merger of (Pennsylvania), 1709. TRUSTEE — See Trust ; Bond Issues. declaration by, 1186. certificate by trustee on Ijonds, 1230, 1259, 1281, 1305, 1346, 1385. for bondholders, notice of vacancy in office, 1474. notice of appointment of successor. 1474, 1475. of public sale of securities. 026, 027. of sale of real estate under trust deed, 1477. of sale of collateral securing bonds, 1476. object clause for, 77. TRUSTS AND COMBI.VATIOXS — See Disintegration; Dissolution. preferred stockholders' protective agreement in re disintegration of The American Tobacco Company, 1779. notice of formation of stockholders' committee to formulate above plan, 1778. certificate of deposit of stock under above plan, 1790. / certificate of deposit of bonds under above plan, 1791. forwarding schedule of securities under above plan, 1792. notice of extension of time to deposit bonds under above plan, 1793. publislied notice of depositing Iwnds under above plan, 1704. notice of listing of certificates for stock deposited under above plan and of extension of time to deposit stock, etc., 1704. notice of approval of plan and of right to wit'r.draw bonds, 1795. circular letter concerning last mentioned notice. 17S6. circular letter to stockholders in reference to plan of disintegration. 1797. decree for disintegration of The American Tobacco Company, 1802 note. notice by brokers concerning exc'.ange of securities, 1802. notice of disintegration of Standard Oil Company pursuant to decree of court, 1802. reBolutlon of directors of Northern Securities Company concerning reduc- tion of capital stock, amendment of charter and calling stockholders' meeting, 1678, 1679. INDEX. 2119 [references are to pages.] u. UNr>KU\VUITINO — See Aijkkkmknts ; Bono Issues; Flotation; l>« kkase of L'Ai"iTAi, Stock ; 1'ko.moti;iy proiiKiter of offer to undiTwrlte shares, 944. by company of offer to underwrite shares. lU.'. agreement to underwrite debentures, 901. between trust company and underwriters lor advance to corporation, 9G2. • application by undiTwrlter for allotment of shares, 949. authorization to arrange for public underwritln>{, 974. Invitation for subscriptions to underwriting, 974. letter of deposit of \inderwriting agreement In escrow, 9o7. concerning compensation of underwriters, 97."). to underwriter informing him of .shares for which admitted, 948. he Is required to take up, 948. offer addressed to promoter to underwrite shares In company to be formed, 942. addressed to company, to underwrite shares, 944. sub-underwriting agreement, 972, 97."]. supplemental underwriting agreement, 96ij. underwriting agreement containing application for allotment of shares, 943. for preferred stock of company to be formed, 952, 953. no application for shares necessary — pooling, 94G. for bonds with stock bonus, 955, 970. for bonds of construction company, 958. for bonds, 959, 901. for reorganization of Connecticut corporation, 000. with company, 949. with vendors, conditions and application, 954. underwriting certificate, 975. vendor's underwriting agreement, 795. UNFAIR COMPETITION — See Anti-Tkust Laws ; Dissolution ; Disintegration OF TRtSTS AND COMBINATIONS ; TRUSTS AND COMBINATIONS. warning against, 1939. UNITED STATES— bond for contract with, 1527. certificate of authentication of record under act of Congress, 394. contract with (Treasury Dept.), 1523. certified copy of contract with, 1528. power of attorney to prosecute claim against, 1558. return of annual net income under Internal Itevenue Law, 2024. •versus Tlie American Tobacco Company, forms, 1778-1803. UNITED STATES STEEL CORPORATION— amended certificate of incorporation, 2017. by-laws of, 684. certificate of preferred stock, 750. notice of annual meeting to approve contracts in which directors Interested, 1035. notices of annual meeting, 1035, 1036. proxy for first annual meeting, 1050. UTAH — See Fobkign Corporations. acceptance of Constitution and appointment of attorney by foreign corpora- tion, 329. acknowledgment, 380. articles of Incorporation, 327. V. VACANCIES — See Bv-Laws ; Directors; Meetings; Minutes; Resignation-. by-laws as to, 736, 7.39. in board of directors, filling. 504. VENDOR — See Agreemi:nt; Assignment; Bill of Sale; Deed; Issue of Stock for Property ; Oi-tion ; Pro.moters ; I'roperty ; Sale. agreement to transfer shares to secretary in trust for company, 1141. underwriting proposition, 795. 2120 INDEX. [references are to PA0B6.] VERMONT — See Foreign Corporations. acknowledgment, 390. annual license tax return, 334. articles of association, 331. certificate of change of domicile, 333. certificate of change of name, 333. certificate of increase of capital stocls, 332. certificate of paid-up stock, 331. certificate of reduction of capital stock, 332. foreign corporation — return for registration, 335. VESSEI^- agreement for hiring, etc., 1537. VICE-PRESIDENT— See Bv-Laws. by-law provisions, 600, G08, 705, 721, 727, 733, 73». VIRGINIA — See Foreign Corporations. acknowledgment, 300. certificate of incorporation, 337. power of attorney — foreign corporation, 340. statement as to issue of stock, 338. to State Corporation Commission, 339. VOLUNTARY ASSOCIATION — articles of (Indiana), 105. VOLUNTARY DISSOLUTION^See Dissolution. order for (California), 26. VOTING — See Ballot; Bv-Laws ; Directors; Election; Inspectors; Meet- ing ; Minutes ; Proxy ; Regulating Clauses ; Preferred Stock. by-law provisions, 605, 694, 703, 706, 719, 726, 730, 738. cumulative, 558, 559. by proxy, regulating clause, 557. power of preferred stockholders. See Preferred Stock. regulating clause, 557. on preferred stock while dividends unpaid, charter clause, 574. VOTING TRUST — .See Voting ; Stockholders' Agreements ; Dividends. acceptance of, 1110, 1115. certificate, 1107, 1112, 1116, 1118, 1121, assignment of, 1119. notice of reception of deposits of stock, 1120. of extension of time to deposit stock. 1128. by voting trustee of dividend on certificates, 1131. of exchange of temporary certificates for definitive securities, 1129. of cancellation of voting trust agreement, 1130. of dividend on stock held in voting trust, 1131, 1089, 1090-1092. of termination of, and exchange of certificates for new stock, 1129. of dividend on stock held in extended voting trust, 1132. power of attorney for renewal of, 1126. published notice of renewal of and request to holders, 1128. renewal of, 1119. letter in re renewal, 1125. supplemental notice in ra renewal, 1127. VOUCHER — See Negotiable Instruments. check, 1177, 1178. letter to accompany, 1179. W. WAGON— agreement for sale of, 1583 noie. WAIVER — ^See Assessments, Calls and FoitFEiTURE of Stock ; By-Laws ; First Meeting; Notice; Special Meetings; Directors' Meetings; Organization; Stockholders' Meetings ; Minutes. by-law provisions respecting, 721, 731, 737. of notice of first meeting of incorporators, 656. / INDEX. 2121 [REFEHESCES ARB to PA0E8.] WAIVER — continued. of notice of meetlnjj to organize (HIImoIs), t556. of first meeting of subscrilters (Ohio), 242. (West VlrKlnla), «.-)7. of notice of drat meeting of directors, W. 669. of notice of asseHsmentH, "SO, 781. of notice of directors' meetings, HXJ6. of notice of stockholders' meeting for generiil purposes. 1628. of meeting to amend charter. 247, 24H. of opening of books of subscription, 2.'{6. of right to subscribe for increased stock, Kif!,".. WARKANT — See Si;bscrii-tion ; I.vcbeash of Stock; Dividends; Bond Issueu. application for, 16.'>9. dividend, 1081. for debenture, 1432. • for increase of stock. See Incrkasb of Stock. fractional stock allotment, 1664. fractional, for debentures, 1433. stock allotment, 1662. WARRANTY— See Guaranty; Deed; Bill of Salb. assignment of bill of sale with, l.'iOl. deed, corporation to corporation, 1183. articles of agreement for, 1187. WASHINGTON— See Foreign Corporations. acknowledgment, 390. articles of Incorporation, 342. foreign corporation — power of attorney, 343. WATER— agreement for right to lay pipe for, 1528. WEST VIRGINIA — See Foreign Corporations. acknowledgment, 391. affidavit of corporators as to principal place of business, 346. agreement for Incorporation, 345. agreement to transfer property for full paid stock, 677. certificate of change, 346. certificate of dissolution, notice, 349. certificate of president as to dissolution, 1772. certificate of change of name, .347. foreign corporation — application and preliminary report, 3»#. power of attorney, 3.51. minutes of organization meeting, 659. of first meeting of directors, 675. notice of dissolution, 1770. power of attorney — domestic corporation, 347. report of election, 348. resolution for voluntary dissolution, 1772. surrender of charter b<>fore organization. 1771. waiver of notice of first meeting of incorporators, 659. of first meeting of directors, «)7."i. WISCONSIN — See Foreign Corporations. acknowledgment, 391. of trust deed, 1270. affidavit for foreign corporation, 360. amendment to articles of organization, 354. annual report — domestic corporation, 366. foreign corporation, 350. articles of organization, 353. certificate of newly elected officers — foreign corporation, 33V. dissolution of corporation, 355. foreigrn corporation — statement, 357. , supplemental annual report, 360. trust deed of Power Company, 1249, 2J22 INDEX. [REFEREjicER ARE TO PAGES.] WORKING CAPITAL — See Caiital Stock Clauses ; By-Laws ; Assets ; QorCK AssKTs : SiNKix<5 Find. by-law provisions. 693. 700. 718. WYOMING — See Foreign Corpoiutions. acknowledgment, 391. articles of Incorporation. 302. deslsnation of office and agent \.y foreign corporation, 364. foreign corpgi-atioa— ecceptance uf constitution, 363. -^iBRARY OF LEROY DAWSOU LAW LIBRARY UNIVERSITY OF CALIFORNU LOS ANGELES 1 if c,ni ITHFR', RFninN'Al 1 IRRARY FACIl IT/ AA 000 732 558 LIBRARY OF LeROY DAWSO^'