UNIVERSITY OF CALIFORNIA LOS ANGELES SCHOOL OF LAW LIBRARY f/.GL FRANK 321 VALt: TOLEDO, ;0, FRA TOLEDO, ORGANIZATION AND MANAGEMENT OF BUSINESS CORPORATIONS IN OHIO BY HOWARD A. COUSE > OF THE CLEVELAND BAR AUTHOR OF OHIO PRIVATE CORPORATIONS. AND THE OHIO FORM BOOK CINCINNATI THE W. H. ANDERSON CO. 1915 COPYRIGHT, 1915, BY THE W. H. ANDERSON COMPANY. J-Jnt^tfo Publishers' Note. In 1913 we published an exhaustive treatise on Ohio Private Corporations in two volumes by Howard A. Couse of the Cleve- land bar. That treatise has been very favorably received and is extensively used by lawyers throughout the state. The fol- lowing pages are reprinted from that work, for the benefit of those lawyers and corporation officers who desire a book on the practical organization and management of business corpo- ration, with forms, but who do not need the complete work, which is necessarily more expensive. This volume affords a useful guide for the conduct of cor- porate business, as well as the formation of private business corporations. For the preparation of briefs in litigated cases, however, and of opinions on special phases of Ohio corporation law, we recommend the larger treatise. THE W. H. ANDERSON COMPANY. BUSINESS CORPORATIONS IN OHIO PART I. ORGANIZATION AND MANAGEMENT OP PRIVATE CORPORATIONS FOR PROFIT. It 53. 54. 56. 56. 57- 58. t Scope of chapter. 5 10. Advantages of corporation. a. Limited liability. b. Transferable shares. c. Corporate entity. d. Continuous existence. e. Administrative system. Disadvantage of corporation. a. Expense. b. Surveillance of corporate affairs and publicity. Selection of state for incor- poration purposes. 11. a, Ohio. b. Foreign incorporation. 512. Expense of incorporation. a. Initial organization ex- pense. b. Annual franchise tax. c. Federal income tax. d. Foreign corporations. Initial expense of en- tering state. Annual franchise tax. 5 13. Transactions before organiza- tion. a. Generally. 514. b. Contracts by promoters with third persons. 515. c. Agreements by promoters between themselves. J 16. Subscriptions to stock before incorporation. Stockholders' rights and pow- ers. a. In general. 517. b. Election of directors. c. Information. d. Prevention of breach of 5 18. trust. e Regulations. 19. f. Certificates of stock. g. Right to dividends nd 5 20. Increased stock, h. Certain acts of directors 21. must be ratified. 22. 1. Changes In capital stock or corporate name or purpose. Liability of stockholders. Stock. Various kinds of stock. a. Nominal or authorized capital stock. b. Share of stock. c. Issued stock. d. Unissued stock. e. Treasury stock. f. Preferred stock. g. Common stock, h. Full paid stock. i. Watered stock. Capitalization. Stocks and bonds distinguished. Amount of capitalization. Con- siderations affecting. a. Actual value. b. Exceeding actual value. Earning power. c. Less than actual value. d. Capitalization of public utility companies and railroads. Form of capitalization. Pre- ferred and common stock. Bonds. Disposal of stock and bonds. "Blue Sky" law. Organization. Outline of pro- cedure. Incorporators. a. Qualifications. b. Functions. c. Liability. d. Dummy directors. Articles of incorporation. Statements In articles of incorporation. Name of corpora- tion. Location of corpo- Effect on taxation. ration. . Purpose of corpo- ration. Single purpose. Capital stock. Filing and recording of ar- ticles of Incorporation. Defective articles. Certi- fied copies. 1 OHIO PRIVATE CORPORATIONS. 23. 24. 25. Amendments of articles of incorporation. Record or minute book. Subscriptions to stock. a. Opening books. b. By whom received. c. Requisites. d. Ten percent payable with subscriptions, e. . Payable In f. cash. Effect of non- 26. 27. 28. 29. 30. 31. 32. 33. payment. g. Release or withdrawal, h. Payment Certificate of subscription. Liability of incorporators. First meeting of stockhold- ers. Regulations. a. Distinguished from by- laws. b. Provisions in. c. Relating .to directors and officers. d. How adopted or amend- ed. Election of directors. a. Procedure. b. Tellers or inspectors of election. c. Who may vote. d. Proxies. e. Cumulative voting. Regular meetings of stock- holders. a. When held. b. Notice. c. Closing of stock records. d. Presiding officer. e. Quorum. f. Procedure at meetings. g. Order of business. Special meetings of stock- holders. Minutes. Directors. a. Qualifications. b. Number. c. Term of office. d. Vacancies. e. Meetings. f. Quorum. g. Minutes. h. Compensation. 1. Resignation. j. Powers. k. Directors' contracts with corporation. 1. By-laws. m. Power to issue stock for property, n. Liability. 34. Committees of the board. Executive committee. 35. Executive officers. a. Who are. b. Qualifications. c. By whom elected or ap- pointed. d. Powers and duties. e. Compensation. f. Resignation or removal. g. Liability, h. President. i. Chairman of the board, j. Vice-president, k. Secretary. 1. Treasurer, m. General manager, n. Managing director. 36. Certificates of stock. a. In general. b. Negotiability. c. Transfers of stock. d. Method of transfer. e. Consequences of failure to transfer. f. Pledged stock. Transfer of. g. Lost certificates. 37. Taxation of stock. a. In Ohio corporations. b. In foreign corporations. 38. Increase of capital stock. a. Before organization. b. After organization. c. Disposition of new stock. d. Stock dividend. e. Increase by preferred stock. 39. Reduction of capital stock. 40. Organization of corporation to take over business of partnership or another corporation. 41. Foreign corporations. a. License fee law. b. Franchise tax law. (Ini- tial.) c. Method of computing franchise tax. d. What corporations are subject to law. e. Failure to comply with law. Consequences. f. What constitutes "doing business" in the state. g. Annual franchisa tax. 42. Syndicates: promoting, un- derwriting, etc. ORGANIZATION AND MANAGEMENT OF PRIVATE CORPORATIONS FOR PROFIT. 1. Scope of chapter. In this chapter it is attempted to treat the subjects from a practical standpoint, and to present in a concise form suggestions and statements of the rules of law which are properly considered before action is taken in the various proceedings of organization and management. This chapter is intended to be read or used in connection 3 ORGANIZATION AND MANAGEMENT. 2 with the forms immediately following. All of the statements in this chapter are not applicable to banking, insurance, pub- lic utility and other corporations which in many respects are governed by special statutes. 2. Advantages of corporation. The usual forms under which several individuals may unite for business purposes are the corporation, partnership, limited partnership and the limited partnership association. In practice, corporations greatly outnumber all other forms of business association. Limited partnerships, at one time frequently met with in Ohio, are now comparatively rare. The organization of limited part- nership associations is authorized by statute, 1 but these stat- utes are wholly unadjudicated by the courts and but little ad- vantage has been taken of them. The corporate form of organization possesses distinct ad- vantages, among which are the following: a. Limited liability. A subscriber to stock in a corpora- tion is liable to the extent of the par value of the stock purchased but no further. Having once paid for his stock, a stockholder is not liable for the debts or obligations of the corporation, nor can the corporation make additional assess- ments on him. The amount of his subscription is risked in the enterprise, but no more. 2 When stock is transferred the new holder is not liable for more than the original holder. When stock has once been paid in full no holder is liable. The liability of a member of a partnership, however, is not limited to the amount of his investment. If a partnership becomes insolvent, the individual property of the partners may be subjected to the payment of firm obligations. Limited partnerships provide some features of limited liability but a limited partnership must have at least one general partner whose liability is unlimited. b. Transferable shares. The capital stock of a corpora- tion is divided into equal shares, the par value of which may be large or small, so that funds for the enterprise may be contributed by few or by many persons, as may be desired. Paid up shares in a corporation are evidenced by certifi- cates on which a blank assignment is usually printed. This enables a stockholder to easily transfer his interest in the 1 G. C., 8059 to 8078. in all Ohio corporations were for- 1 Stockholders in banks, both na- merly subject to a similar double tional and state, who have paid liability, but this was abolished in for their stock, are, in case of in- November, 1903. The double lia- solvency of the bank, liable for an bility of state bank stockholders additional amount equal to the par was added in 1912, to take effect value of their stock. Stockholders January 1, 1913. 2 OHIO PRIVATE CORPORATIONS. 4 corporation. A stockholder may not only sell his shares but may use them as collateral security in obtaining loans or credit. The facility with which a stockholder's interest in a cor- poration may be transferred and utilized is a feature which is lacking in other forms of organization. The interest of a partner is not easily transferred and can not be pledged as security for loans. c. Corporate entity. A corporation has a separate legal existence without regard to its individual members. Its membership may be completely changed without affecting the corporate existence. 8 A member of a partnership can not enter into contracts with his firm, nor bring suits against it. A corporation, how- ever, may make contracts with its stockholders, and may sue and be sued by them. d. Continuous existence. The existence of a corporation is not affected by the death of one or more of its stock- holders, nor by their bankruptcy, insanity or other inca- pacity, nor by disagreements between them. The corporate organization continues intact whereas a partnership under such circumstances would in many instances have been dis- solved and the enterprise seriously interrupted. The duration of the life of a corporation is not limited, except in the case of real estate corporations. 4 Nominally a corporation has a perpetual existence, but it may be terminated, (1) by failure to make annual reports or to pay taxes, 5 (2) by voluntary surrender of its charter by unanimous consent of its stockholders, 6 (3) by dissolu- tion through judicial proceedings, because of insolvency of the corporation or other conditions which render imprac- ticable the accomplishment of its purposes, 7 or (4) by for- feiture of its charter by the state for misuse or nonuse of corporate rights. 8 Until a corporation has been terminated by one of such methods it continues to exist unaffected by vicissitudes or changing conditions among its stockholders. e. Administrative system. Each member of a partnership is impliedly authorized to act for the firm and to bind it by transactions within the scope of its business. With corpora- tions, however, the rule is different. A stockholder, as such, has no authority to act as agent for the corporation. Repre- * Andres v. Morgan, 62 O. S. 236; stalments of capital stock have Bank v. Trebein, 59 O. S. 316. been paid, and there are no invest- * Articles of incorporation formed ments or unpaid debts, the charter for the purpose of buying or sell- may be surrendered by action of ing real estate expire in twenty-five the holders of a majority of the years. G. C., 8648. stock. G. C., 8738. G. C., 5509 to 5513. T G. C., 11938, 11943. * G. C., 8740. Where no in- G. C., 12323. 5 ORGANIZATION AND MANAGEMENT. 3 sentatives of the stockholders are selected, by vote, to con- duct the corporate business and affairs. The stockholders elect a board of directors which has the management and control of the business. It is possible for minority stockholders, by cumulative voting, to elect one or more directors and be represented in the management. The board of directors selects officers and agents who transact the business under the control and supervision of the board. During their term of office, the directors, acting as a board, are supreme in the management of the corporate business and so long as they in good faith conduct the business lawfully and within the limits of the articles of incorporation, they are not subject to interference or control by the stockholders, even by a majority. This system of representative management, when properly used, is practical and efficient, and is especially advantageous where the capital stock of a corporation is distributed among numerous holders. 3. Disadvantages of corporation, a. Expense, onereut reports, etc. The expense of doing business as a corporation in- cludes (1) the initial incorporation cost, and (2) an annual franchise tax of three-twentieths of one percent on the issued capital stock. Formerly the sole expense was the initial incorporation cost. In 1902 an annual franchise tax of one-tenth of one percent on the issued capital stock was imposed. In 1910 this was increased to three-twentieths of one percent. If the corporation transacts business outside of Ohio (other than interstate commerce), an annual franchise tax must be paid in each state. In addition to the expense, is the burden of numerous re- ports. Corporate officers are required to make the following reports: (1) Ohio franchise tax, annually. (2) Franchise tax in each other state in which it transacts business, usually annually. (3) If the corporation has issued bonds, reports of the federal income tax deducted from bondholders interest, both monthly and annually. (4) Dividends paid to stock- holders, annually (for information of the federal government)- The foregoing reports are in addition to (a) the property tax and (b) federal income tax reports which are required from individuals as well as corporations. b. Surveillance of corporate affairs and publicity. The fed- eral commissioner of corporations has power to investigate a corporation engaged in interstate commerce as to its organ- ization, and the conduct and management of its business. Under the federal income tax law the tax returns of corporations are filed in the office of the commissioner of internal revenue and constitute a public record, and the 4 OHIO PRIVATE CORPORATIONS. 6 books and papers of a corporation may be examined by revenue agents as to the correctness of its tax returns. In general the advantages of the corporate form largely outweigh its disadvantages. For the conduct of a small busi- ness, or a business owned by a few individuals, however, a limited partnership may be preferable. 4. Selection of state for incorporation purposes. a. Ohio. Where the principal business of a proposed cor- poration is to be transacted in Ohio it should, in general, be organized under the laws of this state. A private business corporation may be organized in another state, and may transact all of its business in Ohio upon compliance with requirements imposed by statute upon foreign corporations. In former years, when stockholders in Ohio 'corporations were subject to double liability, many companies were incorporated in other states to transact business in this state. But since the abrogation of the double liability in 1903, foreign incor- poration is unusual. Foreign incorporation increases the cost. Organization fees and annual franchise taxes must be paid in the state of incorporation and also the license fee and annual franchise tax to the state of Ohio. An additional expense is the maintaining of an office in the state of incor- poration, which is required by the laws of many states. An- other objection to foreign incorporation is the fact that a state has power to place additional restrictions and condi- tions on the right of foreign corporations to do business within it, or may wholly exclude them from the state. 1 Where the stock will be held by residents of Ohio, and the property and business of the corporation will be in an- other state incorporation in this state may be advantageous. Stock in such foreign corporations, held by residents of Ohio, is taxable in Ohio, while stock in Ohio corporations is exempt from taxation. By Ohio incorporation, tax on the stock is avoided. If the stock is valuable, the entrance and franchise taxes paid by the corporation, in the state where its business is located, are less than the Ohio tax on the stock. b. Foreign incorporation. If the proposed corporation will operate plants or do business in several states, a selec- tion must be made of the state, the laws of which are best adapted to the purposes of the corporation. Among the states having so called liberal incorporation laws are Maine, Delaware, Connecticut, Massachusetts, New York, Nevada, Arizona, South Dakota and New Mexico. Among the sub- jects for investigation in the choice of a state for incorpora- tion purposes are the following: Are the laws well adjudicated? Amount of organization fees and taxes. Is there an annual franchise tax? 1 Aetna Iron, etc., Co. v. Taylor, C. C. 602: 5 C. D. 242. 3 N. P. 152; S. C. 4 Dec. 180: 13 7 ORGANIZATION AND MANAGEMENT. 5 Is the charter perpetual? Corporate objects and purposes permitted. Are nonresidents eligible as directors? May stockholders' and directors' meetings be held outside of the state? May the principal office be located outside of the state? Are books required to be kept in the state? Limitations and restrictions on amount of capital stock. Can preferred stock be issued? Amount of capital (subscribed and paid in) with which corporation may commence business. Amount of capital required to be paid in money. Power to issue stock in consideration for property, ser- vices, etc. Conclusiveness of judgment of directors as to value of property, services, etc., received by the corporation as pay- ment for stock. May a voting trust be formed? Liability of directors. Liability of stockholders for corporate debts. Inheritance tax on stock. Does it apply to nonresident stockholders? Protection of the minority. Cumulative voting. Publicity of affairs required. A careful investigation of these questions requires a visit to a law library containing the reports, statutes and most recent session laws of each state. Valuable information, however, may be found in a volume published annually, giving a summary of the corporation laws of every state. 2 The corporation laws of some of the liberal states require that an office be maintained in the state; that one director be a resident of the state; that the stock book and transfer book be kept in the office, and that stockholders' annual meetings be held in the state. In several of such states there are located incorporating agencies which make a business of furnishing, for a moderate charge, office conveniences to cor- porations organized therein, but transacting all their business outside. In such cases an officer of the agency usually acts as resident director or agent. 5. Expense of incorporation. In estimating the cost of incorporation the yearly fee or tax should be taken into consideration as well as the initial expense of organization. a. Initial organization expense. The expense of organiza- tion includes the state filing fees, fees of acknowledgment, etc., equipment of books and seal, and counsel fees. 'Parker's Corporation Manual. 5 OHIO PRIVATE CORPORATIONS. 8 In Ohio the state fees required of a corporation with an authorized capital stock of $50,000 or less are reasonable in amount as compared with the fees charged in other states. It is different, however, where the capitalization is large. For instance, the amount required of a corporation having an authorized capital of $1,000,000 in Ohio is $1,002; while in New Jersey it is $210; in Maine $117; in Arizona $40; and in South Dakota $28. The initial expense of incorporating a company in Ohio with a capital stock of $10,000, or less, may be estimated substantially as follows: Secretary of State, filing articles of incorporation $10.00 Secretary of State, filing certificate of subscription 2.00 Notary fee, articles of incorporation 40 Clerk's certificate, articles of incorporation 35 Equipment of record book, stock ledger, transfer book, stock certifi- cate book, and seal $8.00 and upwards Attorney's fee $50.00 and upwards Total $70.75 Where the capital exceeds $10,000, the fee for filing the articles is one-tenth of one percent of the authorized capital stock ($1 per $1,000). 1 b. Annual State franchise tax. An annual franchise tax, for the privilege of continuing business under the corporate form, popularly known as the Willis law tax, is imposed on Ohio corporations, amounting to three-twentieths of one percent upon the subscribed or issued and outstanding capital stock ($1.50 per $1,000) ; in no case less than ten dollars. 2 Public utility companies pay taxes based on gross receipts instead of on capital stock. c. Federal income tax. A corporation is subject to an income tax imposed by the federal government amounting to one percent of its net income. 3 The federal income tax, however, and the state property tax, which is imposed upon the property of corporations at the same rate as on property belonging to individuals, should probably not be classed as "incorporation" expenses. d. Foreign corporations. Initial expense of entering State. There are two laws applying to foreign corporations entering Ohio. To enter the state for the purpose of doing business a foreign corporation must pay a license fee according to the amount of its capital stock, ranging from $15 where the capital stock is less than $100,000 to $50 where the capital * G. C., 176. labor, agricultural or horticultural 1 G. C., 5498. Southern Gum corporations, fraternal benefit socie- Co. T. Laylin, 66 O. S. 578. ties, certain building and loan as- * U. S. Stats, at Lar., vol. 38, p. sociations, nor on certain other cor- 166. This tax is not imposed on porations not for profit. 9 ORGANIZATION AND MANAGEMENT. |6 stock is $1,000,000 or more. If the corporation owns or uses a portion of its capital or plant in Ohio, it must pay in addi- tion to the foregoing license fee, an initial franchise tax of one-tenth of one percent upon the proportion of property owned and used and business done within the state. 4 An annual franchise tax is imposed on foreign corporations amounting to three-twentieths of one percent upon the pro- portion of its authorized capital stock represented by prop- erty owned and used and business transacted in Ohio; min- imum $10. 5 6. Transactions before organization. A corporation is not "organized" until directors have been elected by the stockholders. 1 The business and property of a corporation are conducted and controlled by its board of directors. 2 Prior to organization no one is authorized to bind the corporation by any act or transaction. 3 Agreements entered into by promoters prior to organ- ization may become binding on the corporation if, after organization, such acts are expressly adopted and ratified by the board of directors, or if the corporation accepts the bene- fits of the acts. b. Contracts by promoters with third persons. Assuming to represent proposed corporations, promoters frequently enter into agreements with third persons. They engage attorneys to attend to the incorporation; they secure leases on prop- erty, and make contracts of purchase, frequently advancing money for such purposes. If, after organization, the cor- poration accepts the benefit of such a transaction, or ex- pressly assumes it, it becomes the obligation of the corpora- tion. 4 But if there be a failure to incorporate, or if the corpora- tion after organization neither accepts the benefits of the transaction nor expressly assumes it, the corporation is not bound. The promoter under such circumstances has no redress against the corporation, and may in some cases be personally liable to third persons on the contracts made with them. 5 Where there are several promoters, one who has been 4 G. C., 178 to 192. Mosier v. Parry, 60 O. S. 388, G. C. 5503. 401; Dayton, etc. Co. v. Coy, 13 0. 1 An election for directors can not S. 84. be held until ten percent of the *City Bldg. Assn. v. Zahner, 6 capital stock has been subscribed. W. L. B. 389: 10 Am. L. R. 181; G. C., 8635 ; Trust Co. v. Floyd, Third Ward Bldg. Assn. v, Lotze, 47 0. S. 525; Telephone Co. v. Cm- 11 W. L. B. 285. cinnati, 73 O. S. 64, 77; Hessler Mosier v. Parry, 60 O. S. 388, v. Cleveland, etc. Co., 61 0. S. 621. 401. G. C., 8660. 7 OHIO PRIVATE CORPORATIONS. 10 held liable to third persons on such a contract may compel the others to pay their proportionate share of the losses. Fraud of a promoter may invalidate his contracts which are adopted by the corporation in ignorance thereof. The corporation may rescind a contract of purchase of property, negotiated on its behalf by the promoter, who received secret commissions from the seller. 6 c. Agreements of promoters between themselves. An agree- ment between individuals to form a corporation and pro- viding for its future control is valid, as between the parties to it, if the corporation is created according to statutory requirements, and the objects contemplated are lawful and proper. 7 Such an agreement does not affect the corporation, or future stockholders, unless its provisions are enacted by the stockholders into the corporate regulations. 7. Subscriptions to stock before incorporation. No subscriptions to the capital stock or other preliminary agreements need be made prior to the filing of articles of incorporation with the secretary of state. After the articles have been filed and recorded it is the duty of the incorpo- rators to open books for subscriptions. It is sometimes desirable, however, to definitely commit, and, if possible, to legally -bind the parties interested in a proposed enterprise, before the expense of preparing and filing articles is incurred. A mutual agreement between individuals to become stock- holders in a corporation thereafter to be organized is valid, 1 and has been held to bind the persons executing it from the time it is made, provided incorporation is perfected within a reasonable time. 2 Such an agreement should be distinguished from an ordi- nary subscription to capital stock, made before incorporation. The latter is a continuing offer, merely, and not a present contract. Prior to incorporation there is no authority in any person to accept the subscription. There is a want of mu- tuality. A mere subscription may be withdrawn or can- celled, by the person making it, if he acts before the cor- poration is organized and his subscription accepted. 8 Commonwealth Steamship Co. v. Co. v. Davis, 40 Minn. 110, 41 N. American Shipbuilding Co., 10 O. W. 1026; Knox v. Childersburg L. R. 427; 197 Fed. 797 (U. S. D. Land Co., 86 Ala. 180, 183, 184, 5 C. 1912) s. c. 10 0. L. R. 395; 197 So. 578. Fed. 780. * Mill Co. v. Felt, 87 Me. 234.; T Doan v. Rogan, 79 0. S. 372, Hudson Real Estate Co. v. Tower, 386. 161 Mass. 10; Auburn Bolt Works 'Doan v. Rogan, 79 O. S. 372, v. Schultz, 143 Pa. St. 256; See 386. Wallace v. Townsend, 43 O. S. 537. "Minneapolis Threshing Machine 11 ORGANIZATION AND MANAGEMENT. 8 If the subscription is not withdrawn, but is permitted to stand until the corporation is organized and the subscription accepted, the contract, according to the rule prevailing in a majority of the states, becomes complete and enforceable by the corporation. 4 In Ohio, however, it has been held that subsequent in- corporation and acceptance of the subscription does not render a prior subscription enforceable. 8 8. Stockholders' rights and powers, a. In general. Stockholders have very limited powers and functions in the active management of the affairs of a corporation. The business and property are managed and controlled by the board of directors. Even a majority of stockholders can not interfere with or control the actions of directors so long as the affairs are conducted lawfully, within the limits of the articles of incorporation and in accordance with the lawful regulations. 6 When the holders of a majority of the stock of a corporation become dissatisfied with the management, the usual remedy is to elect other directors at the succeeding annual election. But majority stockholders may bring about an immediate change in the policy of management by in- creasing the number of directors at a special meeting of the stockholders. 1 Among the rights and powers possessed by stockholders are the following: b. Election of directors. Directors are elected by the stockholders and every owner of full paid stock has a right to be present at elections and to vote. By cumulative voting minority stockholders are sometimes enabled to elect one or more directors and to secure representation on the board. c. Information. A stockholder has a right to examine the books and records of the corporation at all reasonable times. A corporation is required by statute to make an annual statement of its financial condition and to furnish a copy to each of its stockholders. 2 d. Prevention of breach of trust. Stockholders may, un- der some circumstances, enjoin the directors from fraudulent dealings with the corporate property or from committing acts beyond the limits of the charter of the corporation. 4 Nebraska Chicory Co. v. Led- 'Dayton, etc. Co. v. Coy, 13 O. nicky, 79 Neb. 587, 113 N. W. 245; S. 84, 91. McNaught v. Fisher, 96 Fed. Rep. 'Toledo, etc. Co. v. Smith, 205 168; Athol Music Hall Co. v. Fed. 643, 673. Carey, 116 Mass. 471; Planters, G. C., 8665; Gold Bluff, etc. etc. Packet Co. v. Webb, 144 Ala. Co. v. Whitlock, 75 Conn. 669; In 666 ; Cook on Corporations, 72 re Griffing Iron Co., 63 N. J. L. and cases cited. 168, 357. G. C., 8685. 8 OHIO PRIVATE CORPORATIONS. 12 e. Regulations. Stockholders have a right to adopt reg- ulations for the government of the corporation. Regulations should not be confused with by-laws, which are adopted by the directors and are for the government of the directors only. 3 The corporation laws of many other states provide for by-laws only, which are adopted by the stockholders and are similar to the regulations of Ohio corporations. Although the "corporate powers, business and property must be exercised, conducted and controlled by the board of directors,"* the stockholders are expressly authorized by statute to adopt regulations providing for "the duties and compensation of officers" and "the manner of election, or appointment, and the tenure of office, of all officers other than the trustees or directors." 6 This authorizes the stockholders to place restrictions upon the salaries of the officers and directors, and to reserve the right to elect subordinate officers. f. Certificates of stock. The holders of stock, which has been fully paid, are entitled to certificates evidencing the same. It is the duty of the president and secretary, on de- mand, to issue such certificates. Upon any transfer of full paid stock the transferee is entitled to have it transferred to his name on the books of the company and to receive new certificates issued in his name. 6 g. Right to dividends and increased stock. "When dividends have been declared by directors each stockholder is entitled to be paid his share. When the capital stock is increased each stockholder has a right to subscribe for and take his pro rata share of the increase. h. Certain acts of directors must be ratified by stockholders. The entire property and assets of a corporation can not be sold unless the proposition has been submitted at a meeting of the stockholders called for the purpose and the proposi- tion ratified by the holders of three-fourths of the stock. In such case minority stockholders who are dissatisfied with the sale are entitled to be paid the value of their stock. 7 Bonds convertible into stock can not be issued by a cor- poration without the written assent of three-fourths of the stockholders representing three-fourths of the capital stock actually paid. 8 i. Changes in capital stock or corporate name or purposes. Morris v. Griffith, 34 W. L. B. 8 G. C., 8704. 191 ; State v. Burial Assn. 8 C. C. G. C., 8673, 8672. n. s. 248, 18 C. D. 397. T G. C., 8710 to 8718. 4 G. C., 8660. 8 G. C., 8709. 13 ORGANIZATION AND MANAGEMENT. 1Q The capital stock of a corporation can not be increased or reduced, nor can its articles of incorporation be amended, without the favorable action of the holders of at least a majority of its capital stock. Some changes require the con- sent of the owners of three-fourths or three-fifths of its stock. 9 9. Liability of stockholders. Where stock has been fully paid up, in cash or property, its holder is under no liability (except as to debts incurred by the corporation prior to November 23, 1903). A subscriber to stock is liable to the extent of the par value of his stock but no further. The corporation can not make additional assessments on him, nor is he liable for debts of the corporation. A person to whom "watered stock" is issued by a cor- poration may, under some circumstances, be liable to creditors of the corporation for the amount of "water," that is, the difference between the par value of the stock and the amount actually paid for it. 1 "Where "watered stock" is purchased from a stockholder for value, by a person having no notice that the stock is not fully paid up, the purchaser is not liable. The purchaser may rely on the representation of the corporation that the stock is full paid. The statement "full paid and nonassessable" on a stock certificate is a representation by the corporation that the stock has been paid up and the purchaser need not inquire further. 2 Double liability. Prior to the year 1903 a stockholder in an Ohio corporation who had paid for his stock was, in case of insolvency of the corporation, liable for an additional amount equal to the par value of his stock. This double liability was abolished by an amendment to the constitution. Stockholders are now subject to such double liability for debts incurred prior to November 23, 1903, but are under no liability for debts incurred subsequent to that date, 3 ex- cept stockholders in banks, both state and national, who are subject to the double liability. The double liability of State bank stockholders was added by an amendment to the con- stitution adopted September 3, 1912, to take effect January 1, 1913. 4 10. Stock. The term "capital stock" is variously used to indicate (1) the nominal or authorized capital stock, (2) G. C., 8699, 8720. etc. Co., 4 N. P. n. s. 113, 121: 17 1 Gates v. Tippecauoe Stone Co., L. D. 8 aff'd no rep. 78 0. 8. 408. 57 O. S. 60. G. C., 8687. 1 Roebling Sons Co. v. Shawnee, 4 Constitution, Art. XIII, 3. 10 OHIO PRIVATE CORPORATIONS. 14 the paid up and issued capital stock (3) the capital or property of the corporation and (4) the common stock only, exclusive of the preferred stock. 5 a. The nominal or authorized capital stock is the amount specified in the articles of incorporation as the limit of capi- tal which may be subscribed and paid in by stockholders. 1 In taxation and certain other statutes the term capital stock has been used as meaning the capital or property of the corporation. 2 A clear distinction, however, is now recognized between the capital stock and the capital of a corporation. The amount of the capital stock remains fixed while the actual property or capital fluctuates in value and continually increases or dimishes in amount. 3 b. A share of stock is a right which entitles its owner to participate in the profits of the corporation, in its assets upon liquidation, and to vote at elections of directors, and upon certain matters required by statute to be submitted to stockholders. 4 In this chapter the term "stock" is used as meaning shares of stock which is its generally accepted meaning at the present time. Formerly the word "stock" was used as the equivalent of capital stock. c. Issued stock is that part of the nominal or authorized capital stock which has been subscribed for, or sold, and for which payment has been made. A certificate is not necessary to constitute a person, who has subscribed and paid for stock, a stockholder, 6 as a certificate of stock is not the stock itself, but merely evidence of its ownership. Issue! stock, however, is usually represented by certificates, and stockholders who have paid for their stock are entitled to have certificates issued to them. 6 When originally issued by an Ohio corporation, stock must be fully paid for in cash, services, or property. 7 d. Unissued stock is that part of the nominal or author- ized capital stock which has not been subscribed for, or sold, and in which no property rights have been acquired. Unissued stock is sometimes confused with treasury stock, but it differs widely from the latter. Unissued stock is not Miller v. Baker Co., 208 Fed. 511; Cleveland Trust Co. v. Lander, 190; 11 O. L. R. 557. 62 O. S. 273. 1 See G. C., 8625. * See Jones v. Davis, 35 O. S. 2 Lee v. Sturges, 46 0. S. 160; 477. Bradley v. Bauder, 36 O. S. 34; 6 Ry. Co. v. Bank, 1 C. C. 199, Jones v. Davis, 35 0. S. 476, 477; 207; 1 C. D. 109. Railway Co. v. Furnace Co., 49 O. G. C., 8672. S. 112. T Gates v. Tippecanoe Stone Co., 'State v. Jones, 51 O. S. 510, 57 O. S. 60. 15 ORGANIZATION AND MANAGEMENT. 1Q an asset of the corporation. It is merely the right in the cor- poration to issue stock. e. Treasury stock is stock originally issued and full paid, which has been acquired by the corporation through gift, in liquidation of a debt, or otherwise, and which is held subject to disposal by the directors. 8 The term treasury stock is sometimes wrongly applied to unissued stock. Treasury stock is an asset of the corporation and may be sold below par. Treasury stock can not be voted. f. Preferred stock is that which is given a preference over the other stock of the same corporation. It is issued in many different forms with various preferences and restrictions. The usual preference relates to dividends, and entitles its owner to dividends at a specified rate before any dividends are paid on common stock. The Ohio statute 9 prohibits the issuing of preferred stock in excess of "two-thirds of the actual capital paid in." The statute limits the priority dividend rate on preferred stock to eight percent. Priority in assets, on liquidation of the cor- poration, is given by the statute. Preferred stock may be issued, subject to redemption at a fixed time and price, which must be stated on the certifi- cate of such stock. The right to vote preferred stock may be limited or en- tirely withheld. All preferences and restrictions should be set forth in the articles of incorporation and also on the certificates of stock. After organization the capital stock of a corporation may be increased by an issue of preferred stock, upon the written assent of three-fourths in number of its stockholders repre- senting three-fourths of its capital stock. 10 Dividends on preferred stock may be made cumulative or noncumulative. If cumulative, all arrears must be paid in succeeding years before any dividend is paid on common stock. Tf noncumulative, no deficiency need be made up in subsequent years. Dividends in excess of the specified rate on preferred stock are paid to the holders of common stock until the com- mon stock holders receive an amount equal to that paid on the preferred stock. Further surplus profits in any year are divided pro rata among all stockholders, common and preferred, without dis- Cook on Corporations, 46; G. C., 8667 to 8671. Conyngton on Corporate Organiza- 10 G. C., 8699. tion, 64; Taylor v. Miami Ex- porting Co., 6 Ohio 176, 220. 11 OHIO PRIVATE CORPORATIONS. 16 tinction. By an express stipulation, dividends on preferred stock may be limited to the agreed rate and all surplus divi- dends paid to the holders of common stock. g. Common stock is all the capital stock of a corporation to which no advantage, preference or priority is given over other stock. h. Full paid stock is stock, the entire par value of which has been paid, in money or property, and on which there is no liability to the corporation or to creditors. i. "Watered stock" or "fictitiously paid stock" is that which has been issued as full paid stock when in fact the entire par value has not been received by the corporation. The person receiving such stock from the corporation may be held liable to creditors, in the event of insolvency of the corporation, for the amount of the "water," viz., the dif- ference between the par value of the stock and the amount actually paid for it. Because of such possible liability watered stock is usually issued by some method whereby the records of the corporation are made to show that full value has been given for the stock. The method most fre- quently adopted is that of issuing stock for property or services at an overvaluation. That property has been fraudu- lently overvalued is usually difficult of proof, and this method appears to be regarded as the most effectual in concealing the real character of the stock. Occasionally stock is issued as full paid in consideration of a sum of money less than its par value. In such cases the real character of the stock and the amount of "water" are usually easy of proof. 11 11. Capitalization Meaning of term. Stock and bonds distinguished. The term "capitalization" is variously used. (1) In one acceptation it includes the entire authorized capi- tal stock of a corporation, both common and preferred, whether issued or not, but does not include bonds. (2) In another acceptation the term capitalization represents the par value of stock which has been issued. (3) In its usual financial acceptation, the term includes both stock and bonds, but only to the extent they have been issued. In financial practice, stocks and bonds are both treated as securities "issued against" the property of a corporation, but there is an important distinction between them. Bonds are evidences of debt. A bondholder is a creditor of the corporation. An issue of bonds is usually secured by a mort- u For circumstances under which than par, see Peter v. Union Mfg. a corporation whish has commenced Co., 56 O. S. 181. business may sell stock for less 17 ORGANIZATION AND MANAGEMENT. 12 gage on all or a part of the property of the corporation. Interest on bonds falls due at fixed intervals, irrespective of whether profits have been earned, and if not paid, the cor- porate property may be swept away by foreclosure proceed- ings under the mortgage. A stockholder, however, is not a creditor. The return on his investment is in the form of dividends, not interest; and dividends even on preferred stock can be declared only out of surplus profits. 1 12. Amount of capitalization. Considerations affecting. In this section the term "capitalization" is used as repre- senting the par value of the stock which has been issued. a. Actual value. The basis of capitalization contemplated by the law of Ohio is the amount of cash, or the actual value of property, for which stock is issued. 1 There are certain classes of corporation, notably banks and financial institutions, which have rigidly adhered to this rule and are capitalized on the basis of actual values. The rule is also followed, in many instances, in the organization of trading or mercantile corporations. In estimating the actual value of property, as a basis for capitalization, intangible assets may be included. Where an established business is taken over by a corporation, the good will and other intangible property are often exceedingly valuable. Whether in such cases the valuation placed upon prop- erty by directors is conclusive, in the absence of fraud, has not been determined by the supreme court of Ohio. One circuit court has expressed the opinion that the "good faith" rule should prevail. 2 b. Exceeding actual value. Earning power. Numerous corporations have been capitalized not on the amount of money or the value of property invested (including intangible property at a fair appraisement) but on the basis of the prospective earning capacity. Bonds or preferred stock, and sometimes both, were issued up to the cost or value of the property and common stock was issued in such additional amounts as the estimated profits would pay dividends upon. The practice of capitalizing in excess of property values has been followed, in perhaps a majority of cases, in good faith and without fraudulent intent. It has been defended by authorities upon substantially the following grounds: G. C., 8724; Miller v. Ratter- 'Kunz v. National Valve Co., 9 man, 47 0. S. 141. C. C. n. 8. 607; 29 C. C. 619. 1 Gates v. Tippecanoe Stone Co., 57 O. S. 60. 12 OHIO PRIVATE CORPORATIONS. 18 Capital risked in business enterprises is rightfully entitled to a larger return than capital invested in conservative real estate mortgages or municipal bonds. If a business enter- prise, capitalized at actual property values, proves successful it will pay dividends largely in excess of prevailing interest rates. By "a large capitalization dividends are kept low enough to avoid the cupidity of possible competitors and the interference of legislatures." 3 Another reason given is that experience has demonstrated that stock can be sold more easily and for a proportionately higher price where the capitalization is high and the dividend rate fairly low, than where the capitalization is low and the dividend rate high. It has been further suggested by the defenders of capitalizing in excess of property values, that such capitalization injures no one because the practice is so common and well known that neither creditors nor investors rely on the nominal capitalization as representing actual property values. In Ohio, capitalization at amounts in excess of property values is contrary to the legal requirement that all stock issued must be fully paid for in money, services, or prop- erty. 4 To avoid the liability imposed by this rule resort has been had, in organization proceedings, to fiction, by which it was made to appear that the stock has been fully paid. Usually property or services were accepted in payment by the directors at valuations which were inflated. As already stated this frequently has been done without fraudulent intent. The persons to whom the stock was so issued, in many cases, derived no personal gain from it, but immediately assigned it to the corporation or to trustees, to be treated as treasury stock and given as a bonus to the pur- chasers of bonds, or sold at a discount or otherwise used in raising funds for corporate purposes. If the corporation remains solvent there is but little dan- ger of personal liability arising from the transaction. It is possible that the transaction may be set aside by the cor- poration, or by dissenting stockholders, 8 but as it has been usually consummated at the time of organization of the cor- poration and with the consent of the original stockholders, the corporation is bound by the transaction. 6 If, however, the corporation should become insolvent a * Cook on Corporations, 46, B Orton v. Edson Reduction Ma- quoted in Kunz v. National Valve chinery Co., 5 C. C. n. s. 540; 17 Co., 9 C. C. n. s. 605; 29 C. D. C. D. 107 (affirmed without report 519. 75 0. S. 580). 4 Gates v. Tippecanoe Stone Co., Old Dominion, etc., Co. v. 57 O. S. 60. Lewisohn, 210 U. S. 206. 19 ORGANIZATION AND MANAGEMENT. 13 personal liability to subsequent creditors may result. The persons to whom the stock has been issued may, if it be proved that the property or services were fraudulently over- valued, be held liable for the difference between the actual value of the property and the par value of the stock. 7 That there has been a fraudulent overvaluation of prop- erty is often difficult of proof, especially where the property accepted by the directors includes intangible assets such as good will, etc. 8 Where the stock will be offered to the public, the "blue sky" law should be taken into consideration by promoters who contemplate capitalization in excess of property values. 9 c. Less than actual value. Where a corporation is organized to conduct a business of comparatively small proportions, and it is intended that the stock shall be held by few per- sons, and not sold to the public, it is sometimes advantageous to fix the capitalization at less than the actual value of the investment. By this means a saving is effected in the amount of state organization fees and annual franchise (Willis) taxes. In practice the excess of the property values over the capital stock is sometimes covered by a bond issue. d. Capitalization of public utility companies and railroads. Stocks and bonds issued by railroads and public utility com- panies are void unless the issue is authorized by the public utilities commission of Ohio after a hearing. The application to the commission for authority to issue stock or bonds must specify the amount, character and purpose of the issue, and certain information in detail. The money or property de- rived from the issue must be applied to the authorized pur- pose. 10 The application must be signed and verified by the presi- dent and secretary and penalties are provided for false statements. 11 13. Form of capitalization. Preferred and common stock. Bonds. In financing a corporation it is often desired to assure or guarantee a specific return on the capital in- vested. The owner of common stock has no such assurance. He is entitled to his pro rata share of the dividends which have been declared by the directors out of surplus profits. But the directors have discretionary power to declare or to withhold dividends. It is only in exceptional cases that a stockholder can compel the declaration of a dividend, al- ' Gates v. Tippecanoe Stone Co., 'See Sec. 14, Disposal of stock 57 O. S. 60. and bonds. See Cook on Corporations, 35. G. C., 614-53 to 614-55. "G. C., 614-57. 14 OHIO PRIVATE CORPORATIONS. 20 though there are surplus profits. Directors may, and often do, use the profits to enlarge and develop the business in- stead of making a division among the holders of common stock. In cases of bad faith or abuse of discretion on the part of directors, courts will interfere, but not otherwise. Preferred stock, however, may be issued with a much more definite assurance of dividends, and with priority over com- mon stock in assets in the event of liquidation. 1 Directors have power, in the exercise of discretion, to withhold dividends on preferred stock, but because of the probable injury to the credit of the corporation arising from nonpayment, such dividends are rarely withheld where sur- plus profits exist. The dividend rate on preferred stock is usually fixed at from six to eight percent. 2 Bonds constitute a debt of the corporation, and are usually secured by a mortgage on the corporate property. The in- terest rate on bonds is customarily from four to six percent. Where bonds can be sold without sacrifice, the annual inter- est charge thereon is less than the sum required to pay divi- dends on preferred stock of the same amount. But if it is uncertain whether the earnings of the corporation will be sufficient to pay interest on the bonds, regularly and prompt- ly when due, in addition to operating expenses, a bond issue is dangerous because of the right of foreclosure of the mort- gage upon a default of interest. Furthermore, preferred stock, held by residents of Ohio, is exempt from taxation, while bonds are taxable. For these and similar reasons preferred stock is usually chosen as the form of security to be issued, when conditions are such that preferred stock can be sold. 14. Disposal of stock and bonds. "Blue sky" law. The sale of corporate stock and bonds is regulated by the so- called "blue sky" law. 1 In general, this law provides that corporate securities may be disposed of through licensed dealers only. All others are prohibited from obtaining subscriptions to, or selling, securities. But there are a number of exceptions. An Ohio corporation may dispose of securities, issued by it, for its sole account, without any commission, and at a total expense not exceeding two percent of the proceeds, plus $500, provided no part of the issue is issued for patents, services, good will or 1 G. C., 8668 to 8671. * 104 v. 110; 106 v. 360; 103 v. *In Ohio priority dividends are 743, G. C., 6373-1 to 6373-24. limited to 8 percent. G. C. 21 ORGANIZATION AND MANAGEMENT. 14 for property not located in Ohio. A statement of the above facts must be made by the president and secretary or in- corporates to the commissioner (state superintendent of banks ) before the securities are offered for disposition. Un- less disposed of by the corporation under the above circum- stances corporate securities, with some exceptions, can be dis- posed of only by persons holding a license. 2 Licensed dealers are required to file certain information with the commissioner concerning corporate securities to be sold by them, including the name, location and names of of- ficers and directors of the issuer; a financial statement show- ing, in general detail, its assets and liabilities and capital stock on or subsequent to the end of its last fiscal year, and its gross income, expenses, and fixed charges for one year next preced- ing; also a description of the securities and the purpose of the issue. The above information is dispensed with in certain cases, as where the security has been listed in daily newspaper quotations for a year or more or appears in an approved manual or where the transaction is a single sale for $5,000 or more, or in the case of undefaulted public utility or industrial securities outstanding prior to March 1, 1914, if the issuer was then and is at the time of sale, a going concern. A special certificate or license from the commissioner is required in the case of promotions, underwriting flotations, etc., as to each issue, to the effect that the law has been com- plied with ; that the business of the applicant is not fraudulently conducted ; that the proposed disposal of securities is not on grossly unfair terms and that the issuer or vendor is solvent. The application for such certificate must contain detailed in- formation, including: (a) Certified copies of the articles of incorporation, regu- lations and by-laws and (b) of all minutes of stockholders and directors relative to the issue, (c) A sworn statement of the president and secretary of the issuing company showing in detail the items of cash, property, services, patents and other consideration for which the securities have been or are to be issued, (d) Certified copies of all contracts between the issuer and underwriters, and all contracts relating to the disposal of the securities. (e) Contracts between under- writers and salesmen, agents or brokers. A special certificate is not required for the securities of all corporations, exceptions being made in favor of certain public utility, transportation, manufacturing, coal mining, quarrying and real estate companies organized under Ohio G. C., 6773-1, 6373-2, 6373-14. 15 OHIO PRIVATE CORPORATIONS. 22 laws, whose property covered by such securities is located in Ohio. 3 A copy of each prospectus, circular, etc., must be filed with the commissioner by dealers. The "blue sky" law does not apply to certain securities, including : Securities of a public utility authorized by the public utilities commission and not defaulted or judicially invali- dated. Stocks and obligations of banks or building and loan associations which are subject to examination by proper authorities. A sale to one purchaser of more than fifty percent of an entire issue of corporate bonds, not defaulted, nor judicially invalidated, and secured by a bona fide mortgage on real estate. Isolated sales by an owner (not the issuer) of his own property, or by a pledgee. Issues of Ohio corporations not for profit. A statement of only the main features of the law, as affecting disposal of the securities of Ohio corporations, is here given, owing to the lack of space. Full information with blank applications, etc., may be obtained on application to the Superintendent of Banks, Columbus, Ohio. 15. Organization. Outline of procedure. The formal proceedings by means of which a corporation is organized are briefly outlined as follows : (1) An instrument styled in the Ohio statutes "articles of incorporation," is prepared and executed by five or more incorporators. (2) This instrument is filed in the office of the secretary of state, where it is recorded and a certified copy furnished to the incorporators. (3) Books for subscriptions to the capital stock are opened by the incorporators and notice thereof either pub- lished or waived by the incorporators. (4) Subscriptions for stock are received by the incor- porators, whose duty it is to then collect from each sub- scriber ten percent of his subscription. (5) "When ten percent of the entire capital stock has been subscribed the incorporators so certify in writing to the secretary of state. (6) The first meeting of stockholders is then called by the incorporators, who publish notice of the meeting, unless notice is waived by all the subscribers. (7) At the first meeting of stockholders the number of directors is determined, directors elected and usually a code G. C., 6373-14, 6373-16 (106 v. 360; 104 v. 110). 23 ORGANIZATION AND MANAGEMENT. 16 of regulations adopted and a time fixed for the first meeting of directors. (8) Before meeting the directors qualify by taking an oath. At their first meeting the directors elect officers and usually enact by-laws. This perfects the organization. 16. Incorporators. a. Qualifications. Only natural persons may act as incorporators. Corporations, firms, and associations are not qualified. 1 Incorporators must be sui juris. Infants are not competent to act. 2 At least five incorporators must act in every case. A majority must be citizens of Ohio. Incorporators are not required to become subscribers to stock or to have any financial interest in the corporation. It is a frequent practice for the attorneys who are employed to incorporate a company, or their clerks, to act as the in- corporators. This is sometimes done because the real parties in interest do not desire to be known in that connection. At other times it is for 'the purpose of convenience or to ex- pedite the organization. b. Functions. Incorporators have in charge the formal or- ganization proceedings. They sign and acknowledge the articles of incorporation, receive subscriptions to the capital stock and receive payment of the first instalment of ten percent. When ten percent has been subscribed they so cer- tify in writing to the secretary of state and call and give notice of the first meeting of stockholders. c. Liability. A person may become involved in liability by acting as an incorporator unless care is taken in one im- portant particular. By signing a "certificate of subscrip- tion" and filing it with the secretary of state, the incorpo- rators certify, in effect, not only that ten percent of the capital stock has been subscribed, but also that ten percent on each share subscribed for has been paid, and incorporators may be held personally liable for any deficiency in its actual payment. 8 d. Dummy directors. Persons without financial interest in the corporation, who participate as incorporators in the formal organization proceedings, sometimes go further and act as temporary directors and transact business of impor- tance on behalf of the corporation. "When stock is to be is- sued for property, the owners of the property are disquali- fied from acting as directors in the transaction. In such Rep. Atty. Gen. 1908, p. 72; 2 Hesaler v. Cleveland Punch & Opinions Attys. Gen. 109. Shear Works, 61 0. S. 621. G. C., * State v. Burial Assn., 8 C. C. n. 8634. See below, Certificate of sub- s. 253 ; 18 C. D. 397. scription. Liability of inoorporators. 18 OHIO PRIVATE CORPORATIONS. 34 cases the nominal parties usually subscribe for the small amount of stock necessary to qualify them, are elected directors and pass resolutions authorizing the issuance of stock for the property. There is doubt as to the legality of this practice. Corpora- tions so organized may, under some circumstances, be held to be without legal standing, at least in the federal courts. 4 The terms "dummy incorporators" and "dummy direc- tors" are sometimes applied to the persons who act as in- corporators and directors without financial interest. 17. Articles of incorporation. "A charter is the in- strument which creates the corporation." 1 In Ohio the formation of corporations is provided for by general laws. The charter of an Ohio corporation consists of the instrument known as "articles of incorporation" to- gether with the general laws of the state. Persons who fully comply with the general laws are entitled, as a matter of right, to organize a corporation. When articles of incorporation showing compliance with the general laws are presented to the secretary of state, with the proper fee, it is the duty of that officer to file and record the articles. He has no discretion except as to the form of the articles. 2 Form. The matters to be set forth in articles of incorpora- tion are specified by statute. 8 The form of the articles is prescribed by the secretary of state. The better practice is to use the blank which is fur- nished without charge by that officer. If for any reason that is impracticable the language of such blank must be exactly followed. Suggestions as to filling in and completing the blank forms are given in the paragraphs following. When completed the instrument must be subscribed by the incorporators and acknowledged by them before a notary public or other officer authorized to take acknowledgments. The official character of such notary public or other officer must be certified by the clerk of the court of common pleas, and the instrument filed in the office of the secretary of state. 18. Articles of incorporation. Statements in. Name of corporation. The name of a corporation for profit must begin with the word "The" and end with the word "Com- pany." 1 When the business of a corporation is once established 4 American, etc. Co. v. Adams, 13 * State v. Taylor, 55 O. S. 61. O. L. R. 137 (U. S. D. C. 1915). G. C., 8625. *Cook on Corporations, 2. l G. C., 8625. 25 ORGANIZATION AND MANAGEMENT. 19 its name sometimes becomes of great value. The name is often inseparable from the good will. 2 It is therefore advisable, in many cases, to select a name for the corporation which is distinctive and in which trade- name rights may be acquired and protected. When a corporation is formed to take over a partnership business the name of the partnership is usually adopted, with the necessary addition of the words "The" and "Company." Even where partnership assets, including good will, are sold through a receiver, the corporation may adopt the name pre- viously used by the firm. 8 A corporation can not adopt a name already assumed by an existing Ohio corporation, or so similar thereto as to mis- lead the public, without the written consent of the existing corporation; nor can a corporation adopt a name which is likely to mislead the public as to the character or purpose of its business. 4 The action of the secretary of state in filing and record ing articles of incorporation is not conclusive against another corporation having a similar name. The older company may enforce its rights by injunction. 5 The use by a corporation of a name which infringes the trade name of an individual, or of another corporation, may be enjoined. The fact of being incorporated by such name is not a defense. 6 19. Location of corporation. Articles of incorporation must contain a statement of "the place where" the corpora- tion "is to be located, or where its principal business is to be transacted." 1 The office building or street address of the corporation need not be specified. The requirement is satisfied by stat- ing, in the articles, the name of the municipality or place where the principal office is to be located. Where a cor- poration has several offices, the office where the stockholders meetings are held is regarded as the principal office. Under a former statute, similar in some respects to the present law, it was held that a corporation might, at pleas- Snyder Mfg. Co. v. Snyder, 54 P. 300; 9 L. D. 288; Backus Oil 0. S. 86. Co. v. Backus Oil, etc. Co., 5 W. Snyder Mfg. Co. v. Snyder, 54 L. B. 546; R. W. Rogers Co. v. O. S. 86. Wm. Rogers Mfg. Co., 70 Fed. Rep. 4 G. C., 8628. 1017; Bissell Chilled Plow Works Cincinnati Vici Shoe Co. v. Cin- v. T. M. Bissell Plow Co. 121 Fed. cinnati Shoe Co., 7 N. P. 135; 9 Rep. 357; Chickering v. Chicker- Low. D. 579. ing, 120 Fed. Rep. 69; Higgins v. Thayer Carpet Cleaning, etc., Higgins Soap Co., 144 N. Y. 462. Co. v. Geo. A. Thayer Co., 6 N. * G. C., 8625. 20 OHIO PRIVATE CORPORATIONS. 26 ure, move its office from one building to another, within the specified municipality or place, although the motive was to avoid taxation. 2 Effect on taxation. The personal property of a corporation (except property located in other counties) is taxed in the municipality or township where its principal office is lo- cated, 3 although much of its business is carried on else- where. The statement in the articles of incorporation is conclu- sive as to the location of the office. 4 Vessel companies and corporations engaged in certain other kinds of business are able to avoid the higher taxes of the cities wherein much of their business is actually transacted, by locating their principal offices in small villages, or rural townships, where the tax rate is low. 5 The removal of the principal office of a corporation to another municipality or place is accomplished by an amend- ment of its articles of incorporation. A vote of at least three-fifths of the issued capital stock is necessary for this purpose. 8 20. Purpose of corporation. Corporations may be or- ganized for any purpose for which individuals may lawfully associate themselves except for carrying on professional business. 1 The purpose for which a corporation is formed must be clearly stated in the articles. The nature of the business to be transacted must be specified. Where articles of incor- poration do not clearly and definitely set forth the corporate purpose, or where the statement of the purpose is ambiguous, the secretary of state may refuse to file and record the ar- ticles. 2 It is good practice to state the purpose in general terms. It is improper to attempt to enumerate incidental powers, which are conferred upon the corporation by the general law. 3 Single purpose. Except where special provision is made by statute, a corporation can be organized for one main purpose 2 Pelton v. Transportation Co., * Pelton v. Transportation Com- 37 O. S. 450; Mercantile Trust Co. pany, 37 O. S. 450. v. Etna Iron Works, 4 C. C. 585. B Pelton v. Transportation Com- *G. C., 5371; Pelton v. Trans- pany, 37 O. S. 450. portation Co., 37 O. S. 450; See 4 G. C., 8719, 8720. Sims T. Best, 1 C. C. n. s. 41; 15 G. C., 8623. C. D. 149; Hubbard v. Brush, 61 2 Opinions Attys. Gen. 470; 5 O. S. 252. Opinions Attys. Gen. 969. 3 Rep. Atty. Gen. (1909-10) 146. 27 ORGANIZATION AND MANAGEMENT. 22 only. Several different classes of business can not be united in one organization. 4 But several purposes which are incident to the main pur- pose of a corporation may be combined. Thus, a corporation organized for the main purpose of operating a street railway by electricity may also furnish electric light and power. 5 To carry out the main purpose several means may be joined. A corporation organized to furnish light may, in its articles of incorporation, provide for furnishing both gas and electricity for such purpose. 6 The secretary of state has refused to file and record ar- ticles of incorporation in which it was attempted to join several purposes which were unrelated to the main purpose. 21. The capital stock. The amount of the authorized capital stock must be stated in the articles, together with the number of shares. If preferred stock is to be issued, all preferences and restrictions appertaining thereto should be specified in the articles. 1 Considerations relating to the amount and form of the capital stock have been discussed elsewhere. 2 Par value of shares. It is usual to fix the par value of shares at $100 each. Where stock is to be placed in small amounts among numerous holders it is sometimes deemed good policy to make the par value of each share $50 or $10. Shares in mining companies are often given a par value of $1 each. 22. Articles of incorporation. Filing and recording. Articles of incorporation are sent direct to the secretary of state, together with the proper fee. If the instrument is in proper form, and shows compliance with the law, it is the duty of the secretary of state to officially accept, file and record the same. In case of wrongful refusal, mandamus will lie to compel its filing and recording. 1 But where the instrument is defective in form, or where the corporate purpose is illegal, or unauthorized, 2 or is not clearly stated, 8 or where it is attempted to unite several different classes of business, 4 or the name of the corporation is misleading, or infringes the name of another corporation, 5 4 State ex rel. v. Taylor, 55 O. S. G. C. 8668, 8669. 67-68. For discussion of tha "single * See Capitalization and Amount purpose" doctrine, see 3 O. L. R. of Capitalization, above. 187, paper by T. H. Hogsett; 3 O. * State v. Taylor, 55 O. S. 61. L. R. 205, paper by C. T. Lewis. * State v. Laylin, 73 0. S. 90. State v. Taylor, 55 O. S. 65; M Opinions Attys. Gen. 470. G. C. 9134 to 9136. State v. Taylor, 55 O. S. 61. Pickard v. Hughey, 58 0. S. 577. G. C. 8628. 23 OHIO PRIVATE COEiPORATIONS. 28 or the law is not complied with in other respects, it is the duty of the secretary of state to refuse to file and record the same. 6 Correction of defective articles. Where articles of incorpora- tion are refused acceptance and record, the secretary of state returns the same to the incorporators with an explana- tion of the defects. In such case, it is not proper practice to attempt to alter the original instrument or to correct it by interlineation. A new instrument should be prepared, signed and acknowledged by the incorporators. 7 Effect of filing. The filing and recording of articles of incor- poration do not create the corporation; they are merely au- thority to the incorporators to do so. The corporate exist- ence does not commence until the requisite stock has been subscribed and paid and the directors chosen. 8 Certified copy of articles. A certified copy of articles of incorporation, which have been filed and recorded, is fur- nished by the secretary of state to the incorporators. Such copy is by statute made "prima facie evidence of the exist- ence of the corporation." 9 In appropriation proceedings in addition to such certified copy it is necessary for the corporation to prove the legal and proper organization including the subscription and pay- ment of the requisite stock and the legal election of directors. This would be the safe course to pursue in any case where it is necessary to prove the legal existence of a corporation. 10 23. Articles of incorporation. Amendments. Articles of incorporation may be amended in the following respects: (1) The corporate name may be changed. (2) The location of the corporation may be changed. (3) The corporate purposes may be modified, enlarged or diminished. (4) There may be added matters omitted from the ar- ticles, or which might lawfully have been provided for in the original articles. Limitations. A corporation can not, by amendment, change substantially the original purposes of its organization, nor can the capital stock, by amendment, be increased or di- minished. The restrictions upon the selection of the original cor- porate name apply also to a change of name. 1 Procedure. Amendments to articles of incorporation may be Trust Co. v. Ford, 75 O. S. 335. G. C. 8629. T 2 Opinions Attys. Gen. 243. "Telephone Co. v. Cincinnati, 73 State v. Insurance Co., 49 O. O. S. 64. 8. 440. 1 G. C. 8719. 29 ORGANIZATION AND MANAGEMENT. 24 made only at a meeting of the stockholders, by a vote of the owners of at least three-fifths of its capital stock then sub- scribed. For the notices, or waivers of notices, required in connection with the stockholders' meeting, and for the cer- tificate of amendment to be filed with the secretary of state, see Forms. 24. Record or minute book. One book is usually suf- ficient to contain the record of the organization proceedings and also of the proceedings of the stockholders and directors. A loose-leaf book is used to a considerable extent for this purpose, the advantage being that all records and minutes may be typewritten. Formerly loose-leaf books were subject to the objection that the records could be easily changed by the removal of pages and the substitution of others. At the present time loose-leaf books are made for this purpose, with the pages consecutively numbered and permanently marked, so that the risk of substitution is little if any greater than in the case of a bound book. Many corporations, however, use a bound book, the min- utes being written with pen, or typewritten on thin paper and pasted in the book. In the latter case, substitutions are possible. If, however, each page is attested by the signa- tures of the president and secretary, no substitution can be made without the aid of such officers. For the purposes of a small corporation a book of 100 pages is adequate. Corporations whose directors hold fre- quent meetings keep separate books for stockholders and directors minutes. Preparation of organization record in advance. In the case of small and close corporations where the directors, officers and organization details have been agreed upon in advance by the parties in interest, it is a not uncommon practice for attorneys in charge of the incorporation to prepare in ad- vance the entire organization record including the minutes of the first stockholders' and directors' meetings and the cer- tificates of stock. By this method the minutes as well as all waivers, certificates, subscriptions, consents, etc., are ready for signature, and the organization proceedings may be con- summated and the record completed with a considerable saving of time. If the meetings are actually held and the formal procedure actually carried out the practice is believed to be valid. Contents of record. Organization proceedings should be recorded in full so that the due and complete organization and legal existence of the corporation may be readily proved, should occasion require. 25 OHIO PRIVATE CORPORATIONS. 30 Upon receiving from the secretary of state the certified copy of the articles of incorporation, the record book should be opened. On the title page should be entered, "Record of proceedings of the Incorporators, Stockholders and Directors of The Company." The following matters should be recorded in 1 the order given : Proceedings of incorporators. (1) Copy of the articles of incorporation, with all cer- tificates. ' (2) Order for opening books of subscription, with notice or waiver. ,-(3) Order designating one incorporator to receive pay- . ment of first instalment on stock. (4) Subscription agreement. M5) Certificate of subscription. (6) Order for first stockholders' meeting. (7) Notice, or waiver of notice, of first meeting of stock- holders. Proceedings of stockholders. (1) Minutes of first meeting of stockholders. (2) Regulations. (3) Assent to adoption of regulations. (4) Certificate (by incorporators) of election of direc- tors. Proceedings of directors. (1) Oath of directors. (2) Minutes of first meeting of directors. (3) By-laws. Forms for the above entries are given in detail elsewhere in this work. 1 All orders, subscriptions, certificates, waivers, etc., should be signed in the record book. This places the record of the entire organization proceedings in a compact and convenient form. 25. Subscriptions to stock, a. Opening looks. After a certified copy of the articles of incorporation is received from the secretary of state the first important duty of the incorporators relates to subscriptions to the capital stock. 1 All of the incorporators need not act. A majority may open the subscription book and sign the certificate of sub- scription. But thirty days' previous notice of the opening 1 See Forms. scription books, notice of opening, *For formal proceedings of in- subscription agreement, etc., see corporators including order for, and Forms. waiver of notice of, opening of sub- 31 ORGANIZATION AND MANAGEMENT. 25 of the subscription book must be published where only a majority act. Publication can not be waived unless all of the incorporators sign the waiver. 2 Whether an incorporator may act by proxy has not been judicially determined in Ohio. b. By whom received. Before the election of directors, sub- scriptions are received by the incorporators. The right to dispose of whatever stock remains unsubscribed after the directors are elected and qualified vests in the board of directors. 8 The "blue sky" law should be considered before sub- scriptions are sought from the public. 4 c. Requisites. A subscription for stock must be in writing. A verbal agreement to take shares is not enforceable, in the absence of facts constituting an estoppel. 5 It is not essential to the validity of a subscription that it be made in the book provided for that purpose by the incor- porators. A subscription is not invalid because made on a separate sheet of paper. 6 The form of the subscription is not prescribed by statute. The subscription need not contain a statement of the times of payment, as this is provided for by the statute. 7 d. Ten percent payable with subscription. An instalment of ten percent on each share is payable at the time the sub- scription is made. The incorporators are authorized to re- ceive payment of this instalment. 8 It is good practice for the incorporators to designate one of their number, by an order entered in the record of their proceedings, to receive payment. 9 Payment is frequently made in the form of certified checks payable to the order of the corporation, which are turned over to the treasurer of the corporation upon his election. e. Payable in cash. The incorporators have no authority to receive anything but money in payment of the first instal- ment. 10 It is clear that ten percent of the subscriptions to the 'G. C. 8631. 0. S. 225, 249; Ashtabula, etc., ISims v. Street Railroad Co., 37 R. R. Co. v. Smith, 15 0. S. 328, O. S. 565. 336. 4 See Sec. 14, Disposal of stock Sims v. Street Railroad Co. 37 and bonds. O. S. 565. Fanning v. Insurance Co., 37 O. Cincinnati v. Queen City Tele- S. 339; Hanes v. Dayton, etc., R. phone Co., 2 N. P. n. s. 349, 364; R. Co., 40 O. S. 98. 15 L. D. 43 (affirmed 73 O.. S. 64). Ashtabula, etc., R. R. Co. v. "Dayton, etc., R. Co. v. Hatch, Smith, 15 O. S. 328. 1 Disney 96; See Gates v. Tippe- T Chamberlain v. R. R. Co., 15 canoe Stone Co., 57 0. S. 74. 25 OHIO PRIVATE CORPORATIONS. 33 original capital stock is required to be paid in cash. Where the capital stock is increased, however, it is doubtful whether any of the new or increased stock need be paid in cash. A practice sometimes followed, where it is desired to take over property of considerable value and to pay in the least possible amount of cash, is to originally organize with a small capital stock, one-tenth of which is paid in cash. After organization the capital stock is increased and all the increased stock issued for property. 11 f. Effect of nonpayment. A subscriber who has not paid the first instalment of ten percent may be excluded from vot- ing at elections for directors. 12 But failure to pay the first instalment does not release the subscriber from liability on his subscription. 13 If the incorporators certify to the secretary of state that ten percent of the capital stock has been subscribed, when ten percent has not been paid, the incorporators may incur a personal liability. 14 g. Release or withdrawal. The incorporators being author- ized to receive subscriptions, 15 a subscription received by the incorporators after books have been opened is binding. 16 Such subscriptions should be distinguished from subscrip- tions made before articles of incorporation have been filed, which have been held to be lacking in mutuality and not enforceable. 17 A subscription received by the incorporators is a contract, which can not be dissolved without the consent of both par- ties. The subscriber can not relieve himself from liability by attempting to withdraw or cancel his subscription. The cor- poration can not release the subscriber to the prejudice of any intervening creditor. 18 Directors have no power to release or cancel a subscrip- tion, except with the unanimous consent of the other sub- scribers. 19 But the directors may compromise with and release a "See Increase of capital stock, Brush, 10 Ohio 113, 114; Ashta- below. bula, etc., R. R. Co. v. Smith, 15 U G. C. 8636; Queen City Tele- O. S. 334, 336. phone Co. v. Cincinnati, 73 O. S. 77. 1T Dayton, etc., Co. v. Coy, 13 O. u Henry v. Vermillion, e-;., R. R. S. 84 (91). Co., 17 Ohio 187; See Chamberlain "Gaff v. Flesher, 33 O. S. 107; v. R. R. Co., 15 O. S. 225 (249) ; Royce & Pulling v. Tyler, 2 0. C. Ashtabula, etc., R. R. Co. v. Smith, 175; 1 C. D. 428; Niles v. Olszak, 15 0. S. 328 (336). 87 0. S. 229. 14 Hessler v. Cleveland Punch & " Cook on Corporations, 168, Shear Work*, 61 O. S. 621. 169: See Warner v. Callender, 20 M Sims v. Street Railroad Co., 37 O. S. 198; Royce & Pulling v. 0. S. 565. Tyler, 2 C. C. 187; 1 C. D. 428. "Milford, etc., Turnpike Ob. v. 33 ORGANIZATION AND MANAGEMENT. 26 subscriber where there is a controversy as to his liability, or where the subscriber is insolvent. 20 Subscriptions obtained through fraud by promoters or representatives of a corporation may be rescinded, if the subscriber acts promptly upon discovery of the fraud. 21 h. Payment. As already stated, ten percent on each share is payable to the incorporators when the subscription is made. The balance is payable as required by the directors, 22 who may require the entire amount to be paid immediately, or may levy assessments as money is needed for the purposes of the corporation. Directors have power to accept property in payment of such balance. After the first instalment of ten percent has been paid, nothing is due on a subscription until a call has been made by the directors specifying the person to whom, and the time and place where the instalment is payable. 23 A suit to collect an instalment can not be brought until sixty days after the time of payment designated in the call. 24 Where subscriptions are paid by instalments it is cus- tomary to issue transferable receipts for payments, the re- ceipts being exchanged for certificates of stock when all the instalments are paid. 26. Certificate of subscription. Liability of incorpora- tors. As soon as ten percent of the capital stock has been subscribed and paid, it is the duty of the incorporators, or a majority of them, to so certify in writing to the secretary of state. A blank form of such certificate is furnished to the incorporators by the secretary of state. Incorporators sometimes fail to appreciate the full sig- nificance of the certificate of subscription, as, in the form provided, no mention is made of payment. Incorporators are by statute made liable for the amount of any deficiency in the actual payment of ten percent on each share of stock subscribed for. 1 In other words, by signing a certificate of subscription, incorporators become guarantors of the corporation to future creditors. A number of interesting questions relating to the liability of incorporators under a certificate of subscription have not been adjudicated. It has not been determined whether there is any liability where the directors subsequently accept prop- " Cook on Corporations, 171 ; * G. C. 8632. Warner v. Callender, 20 O. S. 198. " G. C. 8632 ; Railroad Co. T. "See Armstrong v. Karshner, 47 Fink, 41 0. S. 329. O. S. 294; Nugent v. R. R. Co., 2 "G. C. 8674. Dis. 302; Jewett v. Railway, 34 O. 'G. C. 8634. 8. 609. 27 OHIO PRIVATE CORPORATIONS. 34 erty in payment of the entire subscription, no cash having been paid by the subscriber; or whether the liability can be enforced under any circumstances by subsequent stockhold- ers. It is settled, however, that this liability is a security for the creditors of the corporation, and may be enforced by creditors although they have no knowledge of the certificate. 2 It is not difficult for incorporators to effectually guard against liability. They may, by order entered on the record of proceedings, designate one of their number to receive payment of the first instalment; and may refuse to accept any subscription unless the first instalment accompanies it. It is probable that incorporators may refuse to call the first meeting of stockholders until the requisite sum is in the possession of the designated incorporator. If a first meeting is called, the incorporators have the right to act as inspectors or tellers of the first election of directors and may refuse to permit a subscriber to vote until he has paid the first instalment. 3 All of the incorporators need not sign the certificate of subscription. A majority is sufficient. Avoiding liability of incorporators under large capitalization. Where it is desired to issue a large part of the stock for property and to pay in the least possible cash for stock, a practice sometimes followed is to originally organize with a small capital stock, one-tenth of which is paid in cash. After organization the capital stock is increased to the desired amount. Incorporators have nothing to do with the increase, their duties and functions having ended with the organization and election of directors. All the increased stock is subse- quently issued for property by the directors. 4 27. First meeting of stockholders. The first meeting of stockholders is called by the incorporators after ten per- cent of the capital stock has been subscribed. This meeting should be held within the state. 1 A notice of such meeting is required to be published thirty days before the time designated, but the notice may be, and in practice almost invariably is, waived in writing by all of the subscribers. 2 'Hessler v. Cleveland Punch & * See Increase of Capital Stock, Shear Works Co., 61 0. S. 621; below. Ames v. McGaughey, 88 O. S. 297. 1 See Myers v. Manhattan Bank, * G. C. 8636 ; Cincinnati v. 20 Ohio 283 ; Cook on Corporations. Queen City Telephone Co., 2 N. P. 589. n. s. 364; 15 L. D. 43 (affirmed *G. C. 8631. 73 O. S. 64). 35 ORGANIZATION AND MANAGEMENT. 28 For the routine of the first meeting of stockholders, see Forms. The important business transacted at the first meeting consists of (1) the adoption of regulations, and (2) the elec- tion of directors. 28. Regulations, a. Distinguished from by-laws. Pro- visions are contained in the Ohio statutes for regulations, which are adopted by the stockholders for the government of the corporation and for by-laws which are adopted by the directors for the government of the directors. 1 In many States the corporation laws provide for by-laws only, which are adopted by the stockholders and correspond to the regulations of an Ohio corporation. A corporation is not required to adopt regulations, but a carefully prepared code of regulations is important, as it provides for many details which would otherwise, in all probability, be entirely omitted. Regulations must be consistent with the constitution and laws of the state. Regulations are intended to supplement the general provisions of the statutes and to provide per- manent rules relating to the administration of the affairs of a corporation, and also relating to organization, in matters of detail. b. Provisions in. Certain matters are specified by statute, 2 as proper subjects to be provided for in the regulations. It seems that there is no authority to make regulations upon other subjects, although other regulations have been sus- tained as contracts. 8 The number of directors is fixed by the stockholders, within the statutory limitation that the number shall not be less than five nor more than thirty. As a matter of con- venience the determination of the number of directors is usually in the form of a provision in the regulations. Where the regulations provide that more than a majority vote is necessary for amendments thereto, 4 the provision relating to the number of directors should be omitted from the regula- tions, and a separate resolution should be passed fixing the number. By statute, the number of directors may be changed by a vote of a majority of the stock at a stockholders' meet- ing. 5 For customary provisions of regulations, see Forms. c. Directors and officers, regulations relating to. Stock- 1 State v. Burial Aasn., 8 C. C. 4 Wangerien v. Aspell, 47 O. S. n. 9. 248; 18 C. D. 397. 260. *G. C. 8704. "G. C. 8665. Nicholson v. Franklin Brewing Co., 82 O. 8. 94, 110, 111. 29 OHIO PRIVATE CORPORATIONS. 36 holders are authorized by statute to provide in the regula- tions for (a) "the duties and compensation of officers" and (b) "the manner of election, or appointment, and the tenure of office, of all officers other than the trustees or directors." 8 This confers important rights upon the stockholders, viz., the right to control (1) the salaries, (2) and duties of of- ficers, and (3) the election and term of subordinate officers. 7 A complaint not infrequently made against the manage- ment of corporations, is that dividends are improperly di- minished by the payment of extravagant salaries to the officers. 8 The stockholders, through appropriate regulations, may remove the temptation to such abuse of power by the direc- tors. It is sometimes provided in regulations that each director shall receive a certain sum (ranging from $1 to $20) for his attendance at any directors' meeting, and that he shall receive no other compensation as director. The salaries of other officers may be specified in the regu- lations; or it may be provided that such salaries shall be fixed yearly in advance by the stockholders at the annual meeting. Or the regulations may merely place maximum limits on salaries, leaving the exact amount to be determined by the directors. In the absence of regulations on the subject, the presi- dent, vice-president, secretary, treasurer and other subordi- nate officers are chosen by the board of directors. Stock- holders may, in the regulations, reserve the right to elect all of such officers, 9 with the exception of the president. 10 This right is infrequently exercised except in the case of the secretary. As these officers perform their duties un- der the supervision of the directors, it is generally deemed better policy to lodge the appointing power in the directors also. d. How adopted. Eegulations may be adopted, or amended, by the written assent of two-thirds of the stockholders, or by a majority of the stockholders at a meeting called for the purpose. 11 29. Election of directors. Qualifications and term of office. All directors must be the holders of stock in the cor- poration in an amount to be fixed by the by-laws, and a majority of the directors must be citizens of Ohio. 1 G. C. 8704; Morris v. Griffith, C. n. s. 118; 19 C. D. 168; Cook 34 W. L. B. 191. on Corporations, 657. T Belting Co. v. Gibson, 68 O. S. G. C. 8704. 449; Morris v. Griffith, 34 W. L. 10 G. C. 8664. B. 191. "G. C. 8703. Dissett* T. Publishing Co., 9 C. *G. C. 8661. 37 ORGANIZATION AND MANAGEMENT. 09 The voting at elections for directors must be by ballot. Directors elected at the first meeting of stockholders hold office until the next annual election, or until their successors are elected and qualified. Thereafter directors are elected for the term of one year. 2 a. The procedure at elections is usually as follows: Nomi- nations are called for by the presiding officer. When the nominations are closed, if there is a contest, tellers or in- spectors of election are chosen, who take charge of the bal- loting. If there is no contest, the secretary or some other officer may be instructed by motion to cast the ballot of all stock- holders present for the persons nominated. b. Tellers or inspectors of election. Stockholders are entitled to have the election conducted by tellers or inspectors of election. Where such officials are appointed, they, and not the president or chairman of the meeting, have the right to decide who may vote. At the first election of directors the incorporators have a right to act as tellers or inspectors of election. 8 At subsequent elections the right to choose the inspectors is vested in the stockholders, and not in the directors. 4 Upon application by stockholders owning at least a one- tenth interest in the stock of a corporation, made prior to a stockholders' meeting, a court of common pleas may ap- point three disinterested inspectors of election. 5 c. Who may vote. In general, only persons who appear as stockholders on the books of the corporation are entitled to vote, in person or by proxy, at stockholders' meetings. The officers in charge of the election are governed by the stock books of the corporation. They can not take notice of the rights of third persons in the stock, nor can they refuse to permit a registered stockholder to vote. 6 It is sometimes provided in the corporate regulations that only those persons may vote who appear on the books as stockholders for a certain period, usually ten days, prior to the meeting. 7 Where stock is transferred during such period, it is cus- *See Lutterby v. Herancourt n. s. 364; 15 Low. D. 43 (affirmed Brewing Co., 12 N. P. Dec. 67. 73 O. S. 64). For term of office of directors of * State v. Merchant, 37 O. S. 251. Building and Loan and certain In- G. C. 8640 to 8645. siirance Companies see G. C. 'Hafer v. Railway Co., 14 W. L. 9646, 9515. B. 68, 72 (1885); Franklin Bank * G. C. 8637 ; Queen CHy Tele- v. Commercial Bank, 36 O. S. 355 phone Co. v. Cincinnati, 2 N. P. (1881); See G. C. 8642, 8643. 'See G. C. 8642. 29 OHIO PRIVATE CORPORATIONS. 38 tomary for the transferrer to give a proxy enabling the transferee to vote at the meeting. No person may vote on any stock on which an instalment is due and unpaid. 8 Holders of preferred stock may vote unless by the terms of its issue the voting right is withheld. d. Proxies. Where a stockholder, in writing, authorizes an- other person to vote his stock at one or more stockholders' meetings, the written authorization is called a "proxy." The term "proxy" is also applied to the person to whom the au- thority is given. A proxy may be revoked at any time by the stockholder, although by its terms "irrevocable." 9 A stockholder who attends the meeting is entitled to vote, although he has given a proxy. e. Cumulative voting. A stockholder in an Ohio corporation has the right to cast his votes under the socalled cumulative system. He may vote "the number of shares owned by him for as many persons as there are directors to be elected, or . . . cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock equals, or ... distribute them on the same principle among as many candidates as he thinks fit."" Cumulative voting is authorized for the purpose of en- abling minority stockholders to secure representation on the board of directors. For each director to be elected a stockholder is entitled to one vote per share of stock registered in his name on the books of the corporation. Under the cumulative system a stockholder may cast all of his votes for one candidate, or he may divide them among a part, or all, of the candidates. Where there are five directors, a person owning one share is entitled to five votes, all of which may be cast for one candidate. Or one vote may be cast for each of five candi- dates, or the votes may be divided among the candidates in any other other manner desired. If 500 shares of stock have been issued and are repre- sented at a stockholders' meeting at which five directors are to be elected, a minority which controls 85 shares is enabled, under the cumulative system, to elect one director. The 85 shares are entitled to 425 votes. The balance of 415 shares is entitled to 2,075 votes. If the 425 minority votes "G. C. 8636. 10 G. C. 8636. Griffith v. Jewett, 15 W. L. B. 419. 39 ORGANIZATION AND MANAGEMENT. 30 are cast solidly for one candidate, it is impossible for the majority to defeat him. Under the cumulative system it is impossible for a minor- ity to obtain control of the board of directors, if the ma- jority act together and cumulate their votes. But if the majority scatter their votes, a strong minority of stock- holders may be able to secure a majority of the board. 11 30. Regular meetings of stockholders, a. When held. An annual meeting of stockholders is usually provided for in the regulations, which specify the time, place and manner of calling and conducting the meeting and for the number of stockholders necessary to constitute a quorum. In the absence of a regulation on the subject, the annual meeting should be held on the first Monday in January of each year. 1 Meetings of stockholders should be held within the State. b. Notice. Where the time and place of the annual meet- ing are provided for in the regulations, notice of the meet- ing, or of the business to be transacted, is not required to be given unless the regulations provide for notice. 2 Regulations sometimes require notice to be mailed to the stockholders, but stipulate that failure to give the notice shall not invalidate proceedings at the meeting. In such case the secretary should observe the requirement. The notices should be signed by the secretary and a copy preserved, with the date of mailing. If any business, other than the routine of the annual meeting, is to be considered at the meeting, it is prudent to mention it in the notice. c. Closing of stock records. It is sometimes provided in the regulations that only those persons may vote who appear as stockholders on the stock books for a certain number of days before the meeting. Where the regulations contain such a provision it is customary to so state in the notice. This provision is not, in effect, a closing of the transfer books. Transfers of stock may be made at any time, but the transferee can not vote as a stockholder unless the trans- ferrer gives a proxy enabling the transferee to vote at the meeting. d. Presiding officer, etc. The regulations usually provide that the president shall preside at meetings of the stock- holders, and that the secretary shall keep a record of the proceedings of stockholders. In the absence of the president, 11 See Schwartz v. State, 61 O. 8. G. C. 8647. 497. * State v. Bonnell, 35 0. S. 10. 30 OHIO PRIVATE CORPORATIONS. 4Q the vice-president should preside. In the absence of both president and vice-president, a chairman of the meeting should be chosen by the stockholders. In the absence of the secretary, a secretary pro tern should be chosen. e. Quorum. A quorum at a stockholders' meeting is the number of shares of stock necessary to be represented by the holders, or proxies, in order that business may legally be transacted. This is usually provided for in the regulations, the customary requirement being a majority of the stock issued and outstanding. If there is no regulation on the subject, the stockholders present in person or by proxy, at a duly called meeting, may transact the business of that meeting although a ma- jority of the stock is not represented. 3 Where a quorum is required by the regulations, it is im- portant to determine at the outset of the meeting, whether a quorum is present. This may be ascertained by a roll call, or by requesting the stockholders and holders of proxies to report to the secretary. Proxies should be filed with the secretary. If a quorum is present, that fact should be noted on the minutes. If a quorum is not present, the meeting may be ad- journed to a specified time when, if a quorum is secured, the meeting may proceed. f. Procedure at meetings. Stockholders' meetings are usually conducted according to the rules of parliamentary law. It is sometimes provided in the regulations that meetings shall be conducted according to Robert's Rules of Order or some other handbook on parliamentary law. g. The order of business at stockholders' meetings is usually prescribed in the regulations as follows: (1). Reading of minutes. The minutes of the preceding annual meeting, and of all special meetings of the stock- holders held subsequent thereto, should be read by the secre- tary. This is not always an unimportant part of the meeting. As minutes are proper evidence of the proceedings, 4 all in- complete or ambiguous statements, or errors, should be cor- rected before the minutes are approved. The record, or form of statement of the previous proceedings, is approved by an approval of minutes at a subsequent meeting. 6 (2). Reading of reports and statements. Reports are fre- quently made by the president, treasurer, and sometimes by See Lutterby v. Herancourt "Bank v. Iron Co. 30 W. L. B. Brewing Co., 12 L. D. 67, 72, 73. 382. * See Cook on Corporations, 714. 41 ORGANIZATION AND MANAGEMENT. 31 other officers. After being read, the reports may, on motion, be ordered received and placed on file. Some reports may properly be referred to special committees or to the incoming board of directors for attention. (3). Unfinished business. This includes matters which may have been considered at previous meetings, but not disposed of and also matters which have been referred to committees for attention. (4). The election of directors has been discussed elsewhere in this chapter. (5). New or miscellaneous business. (6). Adjournment. The meeting may on motion be ad- journed sine die, or to a definite time. An adjourned meet- ing is merely a continuation of the original meeting and no- tice of the adjourned meeting need not be given to the stock- holders. 6 For authentication of the minutes by the officers, see Forms. 31. Special meetings of the stockholders. Unless waived by all stockholders of the corporation, two prelimi- naries are required for a special meeting of stockholders. (1) The meeting must be ordered or called by competent authority, and (2) Notice, specifying the time, place and object of the meeting must be given to all stockholders. It is frequently provided in the regulations (1) that spe- cial meetings may be called by the board of directors or by a certain number of stockholders, and (2) that notice of the meeting may be given to the stockholders by mail. No business can be legally transacted at a special meet- ing except that which is specified in the call and notice of the meeting. "Where a special meeting is held by consent of all the stockholders these rules do not apply. As a precautionary measure in such cases a waiver should be signed by all stock- holders. 1 There are numerous statutory provisions for stockholders' meetings to take action on special matters. The provisions of the statute relating to the call for and notice of the meet- ing should be carefully followed in each case. Among the subjects specially provided for are the following: election of directors where, for any cause, directors have not been elected at the regular meeting; change in the number of directors; amendment of the articles of incorporation; amendment of the regulations; increase of capital stock; sale of entire assets of the corporation, and dissolution of the corporation. State v. Bonnell, 35 O. S. 10. 'See Forms. 33 OHIO PRIVATE CORPORATIONS. 42 32. Minutes. The minutes of stockholders' meetings do not differ materially from the minutes of directors' meet- ings, except that the names of the directors present at the meeting are entered in the minutes, which is not the usual practice in making up the minutes of stockholders' meetings. Matters are properly brought before a meeting in the form of motions or resolutions. Important matters are usu- ally presented in the form of written resolutions. Other matters are brought up by motion, usually presented orally. During a meeting the secretary, as a rule, takes notes of the proceedings and subsequently from his notes writes out the minutes in full. It is advisable to make up the full minutes within a short time after the meeting, before the circumstances are forgotten. All motions and resolutions passed upon should be re- corded in the minutes with the action taken thereon, whether favorable or adverse. It is not customary to mention the names of the persons by whom motions are made; but the names of the persons by whom important resolutions are offered are usually entered. As motions are made verbally, care should be taken by the secretary to enter accurately the substance of every motion. When the secretary is in doubt as to the meaning of a motion, the person making it may be requested to re- peat his motion, or to place it in writing. The discussions over motions and resolutions are usually not entered, although the names of persons taking part in the debate are sometimes mentioned. Reports, contracts and other instruments are frequently presented and acted upon at corporate meetings. Where the matter is important the document should be copied into the minutes. In other cases it is sufficient to describe the instru- ment so as to identify it, and to file the original. For specimens and forms of minutes see Forms. 33. Directors, a. Qualifications. A majority of the directors must be citizens of Ohio, and all directors must be holders of stock in the amount fixed by the by-laws. 1 A person not a stockholder may be elected a director and may, after election, qualify himself by acquiring stock. 2 Where a director ceases to own stock, but continues to act as a director, he may be recognized as a de facto director and his acts as to third persons held valid. 3 It has been held that a person does not become properly 1 G. C. 8661. 'Campbell Printing Press Co. v. *Greenough v. Railroad Co., 64 Belman Bros. Co., 11 C. C. 360; Fed. Rep. 22. 5 C. D. 389. 43 ORGANIZATION AND MANAGEMENT. 33 qualified where a share of stock is transferred to him merely for the purpose of qualifying him as a director; he having no real interest in the stock. 4 An oath, faithfully to discharge his duties as director, is required to be taken by each director before entering upon his duties. 5 b. Number. The number of directors of a corporation is fixed by the holders of a majority of its stock, within the statutory limitation that the number must be not less than five nor more than thirty. 6 Within the same limitations, the number of directors may be changed at a regular or special meeting of the stockhold- ers. When majority stockholders become dissatisfied they may bring about a change in the policy of management by increasing the number of directors at a special meeting of stockholders. 7 A director can not be ousted from his office by a decrease in the number of directors. In other words, a decrease in the number of directors can not become effective until the expiration of the terms of the directors then serving. In practice the minimum number is usually the most satisfactory for small corporations. Where the stock of a corporation is equally divided between two separate inter- ests, the number of directors is sometimes fixed at six, or some other even number, so that each interest may have an equal representation on the board. In the case of large corporations, especially consolidated companies, a large directorate is not infrequently chosen in order that several interests may be represented on the board. Where the number of directors is large, the work of the board is performed, to a considerable extent, through com- mittees. c. Term. The term of directors chosen at the first election continues until the time fixed for the annual election. 8 Thereafter directors are elected for one year. 9 But, if no election is held at the time fixed for the an- nual meeting, or if an attempted election is invalid, the di- rectors previously elected hold over and continue in office until their successors are properly elected and qualified. 10 4 Bartholomew v. Bentley, 1 0. Co., 12 N. P. Dec. 67. The terms of S. 37. directors of Building and Loan, cer- G. C. 8663. tain Insurance and other Com- *G. C. 8635. panics, may in the regulations or T GK C. 8665; Gold Bluff, etc., by-laws, be fixed at from one to Co. v. Whitlock, 75 Conn. 669; In three years. G. C. 9646, 9515. re Griffing Iron Co., 63 N. J. L. "State v. Bonnell, 35 0. S. 10, 168, 357. 17; State v. Smallcy, 7 C. C. 400; G. C. 8635. 4 C. D. 653. Lutterby v. Herancourt Brewing 33 OHIO PRIVATE CORPORATIONS. 44 d. Vacancies on the board of directors caused by death, res- ignation, disqualification, etc., may be filled by the remaining directors, unless the by-laws otherwise provide. 11 e. Meetings. 12 Individual directors, as such, have no au- thority to represent the corporation. To bind the corpora- tion the directors must act together as a board. 13 Regular meetings of the board are usually provided for in the by-laws, usually being held monthly or quarterly. No notice of regular meetings need be given to the directors unless notice is required by the regulations or by-laws. 14 Notice of special meetings should in general be given all directors. But transactions at special meetings within the powers of the board of directors have been upheld, where a quorum was present, although a minority of the board were not personally notified of the meeting and were absent, but no objection was subsequently made by the absent members. 15 Notice of a special meeting may be waived by all direc- tors. Where all the directors attend a meeting, failure to give notice does not invalidate the proceedings of the meeting, although notice is required by the by-laws. f. Quorum. A majority of the entire board of directors con- stitutes a quorum. 16 Directors must be present in person. A director can not act by proxy. 17 Where a quorum is assembled, a majority of those pres- ent may bind the board and the corporation, although they constitute a minority of the entire board. 18 The acts of directors at a meeting at which a quorum is not present are voidable, but may be ratified by the ac- quiescence of the full board. 19 g. Minutes. The minutes of directors' meetings do not differ materially from the minutes of the meetings of stockholders. Where important business is transacted at a meeting, a practice sometimes followed is to insert below the minutes an approval thereof signed by all the directors. 11 G. C. 8662. L. D. 249, affirmed 11 C. C. n. a. M For proceedings at the first 401; 20 C. D. 656; 83 O. S. 507. meeting of directors and for speci- "State v. Boniiell, 35 O. S. 15. men minutes of other directors " Bank v. Flour Co., 41 0. S. 552, meetings including notices, waivers, 559. etc., see Forms. M See G. C. 8664. M McCortle v. Bates, 29 O. S. "Bank v. Iron Co., 30 W. L. B. 422: State v. Peoples, etc., Assn., 382. 42 O. S. 583 : State v. O. & M. Ry., " See Kalb v. American Nat'l 6 C. C. 412: 3 C. D. 516; 49 O. Bank, 21 C. C. 1, 7, 8; 11 C. D. S. 668; Schott, etc., Co. v. Security, 437. etc., Ins. Co., 7 N. P. n. s. 548: 19 "See Rolling Stock Co. v. Rail- road, 34 O. S. 450. 45 ORGANIZATION AND MANAGEMENT. 33 h. Compensation. If the compensation of directors is pro- vided for in the regulations of the corporation, directors are not entitled to additional compensation without the consent of the stockholders. "Where no provision for compensation is made in the regulations, directors are probably entitled to reasonable compensation for their time and reimbursement for the expense incurred in attending meetings. 20 A director, who is also elected or appointed an executive officer of the corporation is entitled to reasonable compen- sation for his services as such officer although no agreement was made in advance regarding compensation, where the cir- cumstances show that the intention of both parties was that he should be paid. 21 Where directors have accepted compensation for a period of service they can not subsequently vote themselves "back pay" for the same period. 22 i. Resignation. A director has the right to resign at any time. 23 His resignation may be oral or in writing. It is doubtful whether all the directors can resign at one time leaving the corporation helpless. Where no directors are elected within a reasonable time after the expiration of the terms of those duly elected, and the corporation discontinues business, it is presumed that the offices have been abandoned. 24 j. Powers. The corporate powers, business and property of corporations are exercised, conducted and controlled by the board of directors. Within the limitations of the articles of incorporation, and the regulations of the corporation, the board of direc- tors is supreme in the management of its affairs. 25 By express statutory provision, certain acts of unusual importance, such as a sale of the entire assets and property of the corporation, and the issuance of convertible bonds, are required to be ratified by stockholders. It has already been stated that directors must act to- gether as a board. One director as such has no authority to represent the corporation. The business transactions of the corporation are carried out through the executive officers or other agents; but the authority of such officers and agents must be traced to the board of directors in all cases, except " State v. Peoples, etc., Assn., 42 " Brigga v. Sp-iulding, 141 U. S. O. S. 579, 583; See Cook on Cor- 132, 154. porations, 657. ** Bartholomew v. Bentley, 1 O. "Dalton v. Brush Electric Light S. 37, 42. Co., 13 C. C. 505; 7 C. D. 141. * Bradford Belting Co. v. Gibson, "State v Peoples, etc., Asan., 42 68 O. S. 442. 0. 8. 579. 33 OHIO PRIVATE CORPORATIONS. 46 where the officers' authority has been defined by the stock- holders in the regulations. 26 The executive officers and other agents are chosen by the board of directors, unless by the regulations the stockholders have reserved the right to select them. Directors are eligible to become executive officers. 27 k. Directors' contracts witlv corporation. Although a con- tract made by a corporation with a director, who partici- pated in the directors' meeting at which the contract was authorized, is not wholly void, 28 yet it may be avoided by the corporation upon a showing of its unfairness. It is the duty of a director to act in entire good faith, and to have no per- sonal interest adverse to the corporation. In all cases of directors' contracts with the corporation, including the fixing of the salary of a director as an execu- tive officer, the interested director should not participate in the vote, and the minutes should so indicate. In fact the better practice is for him to remain away from the meeting, or at least to withdraw from the room while his contract is being discussed and voted upon. 1. By-laws. Directors may adopt by-laws for their govern- ment, consistent with the laws of the State and the regula- tions adopted by the stockholders. 29 m. Power to issue stock for property. A corporation may exchange its stock for property. 30 This power is undoubtedly vested in the board of direc- tors, as the board controls the business and property of the corporation, 31 is authorized to dispose of its unissued stock, 32 and controls the payment of the original subscriptions to its stock, except as to the first instalment of ten percent. 33 It may be stated generally that the board of directors of a corporation has power (a) to accept property in pay- ment for the original stock subscriptions (except the ten percent payable in cash), (b) to exchange for property any stock which remains unissued after organization, and (c) upon an increase of the capital stock to exchange for prop- erty that part of the increased stock which is not subscribed for by existing stockholders. Directors may accept property in payment of such subscriptions by existing stockholders. The general rules of law governing such transactions re- quire (1) that the property be taken at a fair valuation; * Bradford Belting Co. v. Gibson, Co., 57 O. S. 75; Orton v. Edson, 68 O. S. 442. etc., Co., 5 C. C. n. a. 540; 17 C. "Dalton v. Brush Electric Light D. 107 (affirmed 75 0. S. 580). Co., 13 C. C. 505; 7 C. D. 141. W G. C. 8660. "Rolling Stock Co. v. Railroad, "Sims v. Street Railroad Co., 34 O. S. 450. 37 O. S. 565. "G. C. 8702. "G. C. 8632. * See Gates v. Tippecanoe Stone 47 ORGANIZATION AND MANAGEMENT. 33 (2) that the directors have no personal interest in the prop- erty or transaction; (3) that the directors act in good faith, and (4) that the property be such as may be purchased by the corporation in the prosecution of its business. The practice of issuing stock for overvalued property is frequent. Stock thus issued is termed "watered stock." As to the consequences of violating the rule that property must be taken at a fair valuation, the law is not well settled. If it can be proved that the property was fraudulently over- valued, the persons to whom the stock was issued may be held personally liable to subsequent creditors for the differ- ence between the actual value of the property and the par value of the stock. 84 The corporation itself can not recover this amount from the stockholders, but may, if not estopped, set aside the transaction and recover the stock itself, upon returning the property. 35 Where no fraud is proved in the issuance of stock for property, there is some conflict of authority in the various jurisdictions. In many jurisdictions it is held that a valua- tion placed upon property by the directors is conclusive in the absence of fraud. The "good faith" rule has received the approval of one circuit court in Ohio. 36 That property has been fraudulently overvalued is some- times difficult of proof, especially in cases where the prop- erty received by the corporation includes good will, patents, etc. In cases where it is possible to prove the actual value of the property, fraud may sometimes be implied. "A gross and obvious overvaluation of property would be strong evi- dence of fraud." 37 "Where corporations are organized to "take over" a "property" or business, a common procedure is to have the company incorporated by "dummy incorporators," some- times clerks in the employ of the real parties in interest, or clerks in the office of the attorneys employed to attend the incorporation. The "dummy incorporators " subscribe for the minimum amount of stock necessary, pay the amount re- quired to be paid in cash with certified checks or drafts fur- nished by the real parties and made payable to the order of the corporation. The incorporators are then elected direc- tors, hold a directors' meeting, elect officers and adopt a resolution accepting a written proposition, made by the real M Gat8 v. Tippecanoe Stone Co., **Kunz v. National Valve Co., 9 57 O. S. 60. 0. C. n. s. 607; 19 C. D. 519 "See Orton v. Edson, etc., Co., 5 (1907). C. C. n. s. 540; i7 C. D. 107 " foit v. North Carolina, etc., (affirmed no rep. 75 0. S. 580). Co., 119 U. S. 313. 34 OHIO PRIVATE CORPORATIONS. 43 parties in interest, to exchange property for stock. The "dummy directors" and officers then resign their positions, one by one, and the vacancies are filled by the election of the real parties in interest. This practice is of doubtful validity as the dummy di- rectors may be held to be mere agents of the real parties. 37a When it is desired to pay in the least possible cash for the stock the corporation is sometimes organized with a small capital stock, ten percent of which is paid by certified check as already described. After organization the capital stock is increased, the original stockholders waive their right to subscribe for the new stock, and all the new or increased stock is issued for the property. Where any part of an issue of stock is issued for patents, services, good will or property not located in Ohio, the issue can, as a rule, be disposed of only through a licensed dealer, on a special certificate obtained from the commissioner as to the issue. 38 n. Liability. Directors may become personally liable: by incurring debts before ten percent of the capital stock has been paid in; 39 by issuing false statements concerning the financial condition of the corporation; by engaging in a business not authorized by the articles of incorporation, and wholly foreign thereto; by gross negligence whereby assets of the corporation are lost, by fraudulently dealing with the property of the corporation, and for false statements in a prospectus or advertisement of the stock or bonds of the corporation. 40 By statute directors are also made personally liable for declaring dividends otherwise than out of surplus profits de- termined as directed by the statute; for advertising a greater dividend than has been actually earned and paid; and for advertising a larger amount of capital stock than has actu- ally been subscribed and paid in. 41 The trustees of a corporation not for profit are liable for all corporate debts by them contracted. 42 As business men are often unwilling to assume such lia- bility, clubs and other organizations are frequently incor- porated as corporations for profit, although their purposes are really not for profit. 34. Committees of the board. Executive committee. An executive committee is provided for in the regulations of "a. See American, etc. Co. v. K Trust Co. v. Floyd, 47 0. S. Adams, 13 O. L. R. 137 (U. S. D. 525. C. 1915). "See notes to G. C. *" See 14 Disposal of stocks and * G. C. 8728. bonds. G. C. 6373-2, 6373-14. G. C. 8666. 49 ORGANIZATION AND MANAGEMENT. 34 many corporations. In larger corporations a finance com- mittee is not uncommon. A loan or discount committee is usually appointed by the directors of banks. 1 These are permanent or standing committees of directors appointed to exercise certain powers of the board of direc- tors during intervals between meetings of the board. The object of such committees is to render unnecessary frequent meetings of the board and to provide authority in cases where action must be taken quickly. Standing committees are more frequent in large corporations having numerous directors than in the case of small corporations. A small committee is more easily convened than a large board and its decisions are more promptly and definitely reached. The membership of a standing committee is determined by the regulation by which it is authorized. In many cases the president, treasurer and sometimes one other officer, ex officio, constitute the executive committee. The treasurer is usually ex o/ficio a member of the finance committee. In other cases the members of the committee are chosen by the board. All members of standing committees must be directors. Powers. The supervision and control of transactions in the usual course of business may undoubtedly be delegated to an executive committee. 2 "Whether the discretionary powers conferred upon direc- tors by statute 8 may be delegated to a committee has not been decided in Ohio. In other jurisdictions there is some conflict of authority upon the subject. It is said that, by the weight of authority, such powers may be delegated to an executive committee composed of directors, and that its acts and contracts are binding on the corporation. 4 Where the acts of an executive committee are subsequently approved by the board of directors, no question can arise as to the powers of the committee. The question may arise, however, where the acts are not brought to the attention of the board, or, being brought to its attention, are repudiated. In view of the unsettled condition of the law regarding the powers of an executive committee, it is advisable to dearly define in the regulations the duties and powers of the executive committee and to limit its functions so far as possible to transactions arising in the usual course of busi- ness. 5 'See G. C. 9728, 9729. Thompson on Corporations (2 ed.) *Bank v. Iron Co., 30 W. L. B. 1207; Lutterby v. Herancourt 382; Cincinnati v. Cameron, 33 O. Brewing Co., 12 L. D. 74. S. 336, 364. 'See Bank v. Iron Co., 30 W. L. G. C. 8860, 8704. B. 382; Morris v. Griffith, 34 W. 4 Cook on Corporations, 715; L. B. 191. 35 OHIO PRIVATE CORPORATIONS. 50 Where no executive committee is provided for in the regulations the board of directors may appoint such a com- mittee, at least with limited powers, through a by-law pro- vision or a resolution. A standing committee should transact its business at meetings of which all members should have notice. 8 A record of its proceedings and acts should be kept and frequent re- ports thereof made to the board for approval. A standing committee is sometimes used as a device for the purpose of excluding minority directors from partici- pation in the active management. An executive committee authorized to exercise "all the powers of the board" during intervals between meetings may (in jurisdictions where such powers may legally be delegated to the committee) become in effect the real managing body of the corporation. This may be guarded against by inserting, in the regula- tion by which the committee is authorized, a provision re- quiring the members of the committees to be elected by the unanimous vote of the board of directors. 35. Executive officers, a. Who are. A director is an "officer," 1 but not an "executive officer." 2 The executive officers are the president, secretary and treasurer, 3 and probably also the chairman of the board, vice-president, managing director, etc., where such officers are provided for in the corporate regulations. 4 b. Qualifications. The president must be a director. 5 The other executive officers are not required to be members of the board of directors, but all executive officers must be holders of stock in an amount fixed by the by-laws. 6 In practice the vice-president and treasurer are usually chosen from among the members of the board. The secre- tary is in many cases not a director. In small corporations two offices are frequently held by the same person. c. By whom elected or appointed. The executive officers are chosen by the board of directors except where, in the regu- lations, the stockholders have otherwise provided for their selection. The stockholders may, in the regulations, reserve the right to elect all of the officers, 7 with the exception of the president. 8 Hayes v. Canada, etc., Co., 181 affirmed in 11 C. C. n. s. 401; Fed. Rep. 289. 20 C. D. 656: 83 0. S. 507. 1 Railway Co. v. McCoy, 42 O. * G. C. 8664. S. 253; G. C. 8704. 4 G. C. 8704. See G. C. 8661; State ex rel. "G. C. 8664. v. Peoples, etc., Assn., 42 0. S. 583; 6 G. C. 8661; See Bonnell v. Schott, etc., Co. v. Insurance Co., Brown, 11 C. C. n. s. 58. 7 N. P. n. s. 548; 19 L. D. 249 ' G. C. 8704. G. C. 8664. 51 ORGANIZATION AND MANAGEMENT. 35 d. Powers and duties. The powers of executive officers are derived from (1) statute, (2) the regulations adopted by the stockholders, and (3) the board of directors. 9 By statute, the president and secretary are authorized and required to execute stock certificates 10 and certain certificates and reports to the state. The regulations may, and usually do, contain provisions defining the duties of officers. All other powers of the execu- tive officers are derived from the board of directors. The active business of a corporation is managed and controlled by the board of directors. Corporate contracts are usually negotiated and executed by the executive officers, but the authority of the officers to do so should, in some manner, be traced to the board of directors. 11 The executive officers are agents merely. Authority is conferred upon them in the same manner in which the au- thority of agents is bestowed in other cases. It may be given by the directors expressly in the form of by-laws, or by motion or resolution; or the authority may be given in- formally, by consent or acquiescence of the board. Un- authorized acts of officers may be ratified by the board of directors. 12 In general, the burden of proof of an officer's authority rests on the party who affirms it. 13 But in some cases the authority may be presumed. Writ- ten contracts and other instruments are usually executed in the name of the corporation by one or more of the executive officers. It is usually provided in corporate regulations that "the president shall sign all contracts, notes, and other papers executed by this company." In the absence of such a regula- tion instruments are generally executed by the president, with the consent or acquiescence of the directors. It has been held that an instrument or contract, executed in proper form by the president and delivered, with the corporate seal affixed, is presumed to have been authorized by the directors, and that the burden of proof rests on the party denying such authority. 14 This presumption is applied only to matters within the See Morris v. Griffith, 34 W. strong v. Chemical, N. B., 83 Fed. L. B. 191. Rep. 556; Sun, etc., Assn. T. Moore, "G. C. 8672. 183 U. S. 642. "Belting Co. v. Gibson, 68 0. S. "Belting Co. v. Gibson, 68 0. S. 442; Minor v. Board of Control, 20 442. C. C. 4; 11 C. D. 16. "Bank v. Flour Co., 41 O. S. " Smead Foundry Co. v. Ches- 557 ; C. H. & D. R. R. Co. v. Harter, brough, 18 C. C. 783: 6 C. D. 670; 26 O. S. 426; Dexter Sav. Bank T. East Cleveland R. R. Co. v. Everett, Friend, 90 Fed. Rep. 703. 19 C. C. 205: 10 C. D. 493; Arm- 35 OHIO PRIVATE CORPORATIONS. 53 usual authority of the president. There is no presumption that the president is authorized to convey the entire prop- erty of a corporation, 15 to make an assignment for credi- tors; 16 to execute a cognovit note, 17 to sell a bond issue of the corporation, and to employ a broker for that purpose, 18 or to make promissory notes payable to himself. 19 A certificate of stock issued to the president or secretary personally is valid in the hands of a bona fide holder, al- though issued fraudulently, the president and secretary being authorized by statute to execute such certificates. 20 e. Compensation. The stockholders, by appropriate provi- sions in the regulations, have the right to fix or limit the salaries of officers, or to provide that such salaries shall be fixed by the stockholders from time to time. In the absence of such a regulation the salaries may be fixed by the direc- tors. An executive officer is entitled to reasonable compensa- tion for his services although no agreement was made in ad- vance for compensation, where the circumstances show that it was the intention of all the parties that he should be paid. 21 In practice certain officers serve without the expectation of compensation. 22 In view of the foregoing, it is advisable to insert pro- visions regarding salaries in the regulations or by-laws, fix- ing in advance the salaries which are to be paid, and, where certain officers are to serve without salary, specifically stat- ing that such officers shall receive no compensation. f. Resignation or removal. An officer may usually resign at any time, unless he has entered into a contract with the corporation to serve for a certain time, in which case he may be liable for damages in the event of resignation. Where an officer has been appointed or elected for a certain term, and has accepted the appointment, a contract for that term is consummated. The officer can not be removed without lia- bility for damages, unless the right of removal is reserved in the regulations or by-laws; or unless the removal is for cause, 23 such as embezzlement or breach of trust. M DeLaVergne, etc., Co. v. German O. L. R. 563 ; Arnkens v. Rouse, Sgs. Inst., 175 U. S. 40. 26 W. L. B. 221. 16 Commercial N. B. v. Cincinnati * Railway Co. v. Bank, 56 O. 8. N. B., 3 C. C. 513 (517) 2 C. D. 351. 295. "Dalton v. Brush, etc., Co., 13 "Smead Foundry Co. v. Ches- C. C. 505: 7 C. D. 141. brough, 18 C. C. 783: 6 C. D. 673. "See Fitzgerald, etc., Co. v. Fitz- East Cleveland R. R. Co. v. gerald, 137 U. S. 98 (111). Everett, 19 C. C. 205: 10 C. D. 493. "See State v. Bryoe, 7 Ohio pt. M In re Continental Iron Co., 2 2, 82. 53 ORGANIZATION AND MANAGEMENT. 35 g. Liability. Officers are not personally liable on corporate contracts within their authority, and within the powers of the corporation. But when they exceed their authority, of- ficers may be held personally liable. 24 Officers should make all contracts in the name of the corporation. 25 Where an officer makes a contract or signs promissory notes, in his own name, he may be held personally liable thereon, although he has no personal interest in the trans- action and did not intend to bind himself. Where he signs "John Doe, Treasurer," he is still personally liable. To relieve himself from liability the signature should be "The A. B. Company, by John Doe, Treasurer." 28 An officer may be personally liable for negligence or mis- conduct in the discharge of his duties. He may also be held personally liable for fraudulent or reckless and careless mis- representations as to the financial condition of the corpora- tion, which are relied on by other persons to their injury. 27 h. President. The president must be chosen from the mem- bers of the board of directors. He has, by virtue of his of- fice, only such powers as are given him by statute, viz., to sign stock certificates and to make certain reports and cer- tificates to the state. All other powers of the president are derived from the regulations or from the directors. His duties as usually defined in the regulations are to preside at meetings of the stockholders and directors, to sign all bonds, contracts, notes, etc., of the corporation, and to perform other duties assigned to him by the directors. As to the authorization by directors of the acts of the president see "Powers" above. i. Chairman of the hoard. This office is sometimes created by the regulations of large corporations. The duties of the incumbent are usually limited to presiding at the meetings of the directors. j. Tlie vice-president performs the duties of the president in the absence or disability of the latter. In large corporations several vice-presidents are provided for, termed first vice- president, second vice-president, etc., and in some cases active executive duties are prescribed for the incumbents. k. The secretary keeps the records of the meetings of the stockholders and directors, has charge of the corporate seal and the stock books, and together with the president exe- "Medill v. Collier, 16 O. 8. 610. v. Shea, 20 C. C. 527: 11 C. D. 304 "Norris v. Dains, 52 O. S. 215. (affirmed 66 O. 8. 683). , "Aungst v. Creque, 72 O. b. 551; "Cable v. Bowlus, 21 C. C. 53: Titus v. Kyle, 10 O. 8. 444; Bella 11 C. D. 563 (affirmed 69 O. 8. 663). 35 OHIO PRIVATE CORPORATIONS. 54 cutes certificates of stock, 28 and certain reports and certifi- cates to the state. As in the case of other executive officers the secretary has only such powers as are given him by statute, regulations, or the board of directors. 29 He has no implied authority to bind the corporation by statements to the effect that the corporation had refused to perform a contract, 80 nor has he implied authority to sign a petition for a street improvement, making the property of the corporation liable for an assessment. 31 The secretary must obey the orders of a court of com- petent jurisdiction respecting the books of the corporation in his possession, and may be held for contempt of court for wilful disregard of such orders. It is no defense that he is acting under the orders of the directors. 32 1. Treasurer. The customary duties of the treasurer include the receipt and custody of all moneys and securities of the corporation, and the supervision of its accounts and financial affairs. Usually the by-laws require all moneys received to be promptly deposited in some specified bank. All bank ac- counts should be kept in the name of the corporation. If a deposit of corporate money is made under the name of the treasurer, any loss by reason of the failure of the bank may fall upon the treasurer personally. The treasurer is usually required to give bond in an amount sufficiently large to protect the corporation against loss. Where a corporation is a creditor of a bankrupt, the claim should be proved by the oath of the treasurer. If that is impossible owing to his absence or disability, the proof may be made by another person having knowledge of the facts, but in such case the reason why the proof is not made by the treasurer must be stated. m. General manager. The duties of a general manager, when such officer is provided for in the regulations, are usually to have charge of the transactions occurring in the usual course of the business of the corporation. 33 Transactions not occurring in the ordinary course of business are usually beyond his authority. It has been held that a general manager has no authority to sign a petition 98 G. C. 8672, 8673. "Arbuckle v. Woolson Spice Co., Belting Co. v. Gibson, 68 O. S. 21 C. C. 356: 11 C. D. 727. 442; Trustees v. Deposit Co., 76 0. ""See Washington Gas Light Co. S. 267. v. Lansden, 172 U. S. 534, 547; Life 'Belting Co. v. Gibson, 68 0. S. Ass. Co. v. Statler, 17 C. C. n. s. 442. 50: 34 C. D. 391; aff'd no rep. 88 "Minor v. Board of Control, 20 O. S. 59. C. C. 4: 11 C. D. 16. 55 ORGANIZATION AND MANAGEMENT. 36 for a street improvement, making the corporate property liable for an assessment. 84 n. Managing director. The office of managing director is sometimes provided for in the regulations. A director ap- pointed to this office usually performs the duties of the general manager, but he is given larger powers. He is re- garded as the direct representative of the directors and, in the active management of the business, as the highest execu- tive officer. 36. Certificates of stock, a. In general. A holder of stock which has been paid in full is entitled to a certificate, signed by the president and secretary of the corporation, showing the number of shares owned by him. 1 A certificate of stock is not the stock itself but merely evidence of its ownership. 2 A person may be a stockholder without a certificate. The person who appears on the books of the corporation as the owner of stock is entitled to vote and to receive dividends. He is entitled to these rights al- though no certificates have been issued by the corporation, or although his certificates have been lost. 3 Certificates of stock, however, are valuable as evidence of title. They en- able the stockholder to readily dispose of his stock, or to use it as collateral security. 4 A stockholder is not entitled to a certificate until his stock is paid in full. 6 Where stock subscriptions are paid by instalments it is customary to issue transferable receipts for the payments; the receipts being exchanged for certificates when all the instalments are paid. b. Negotiability. Certificates of stock issued after July 1, 1911, are negotiable, under the Uniform Stock Transfer Act. 8 Certificates of stock issued prior to July 1, 1911, do not possess the legal essentials of negotiable instruments, but as a general rule, the corporation itself and former owners of the stock are estopped from setting up claims to stock evi- denced by such certificates in the hands of an innocent pur- chaser for value. 7 ** Minor v. Board of Control, 20 351 ; National Bank v. National C. C. 4: 11 C. D. 16. Bank, 37 0. S. 215. 1 G. C. 8672. Cincinnati, etc., Ry. Co. T. Bank, 'Bank v. Towle Mfg. Co., 67 O. 1 C. C. 208; 1 C. D. 109, 207. S. 314. G. C. 8673-1, 8673-5. * Railroad Co. v. Robbins, 35 O. S. T Dueber, etc., Co. v. Dougherty, 502; Franklin Bank v. Commercial 62 O. S. 589, 595; Railway Co. T. Bank, 36 O. S. 355; Norton v. Nor- Bank, 56 O. S. 351; Railroad Co. T. ton, 43 O. S. 522. Robbins, 35 0. S. 483. 4 Railway Co. v. Bank, 56 O. 8. 36 OHIO PRIVATE CORPORATIONS. 56 Liability of transferee. Where stock represented by certifi- cates has not been fully paid, a purchaser who has notice of that fact may be liable to creditors for the amount unpaid. But a purchaser for value without notice that the stock is unpaid is not liable. The statement "full paid and non- assessable," printed on a stock certificate, is a representa- tion by the corporation that the stock has been fully paid and the purchaser need not inquire further. 8 c. Transfers. When stock is assigned the assignee is entitled to have the stock transferred to his name on the books of the corporation, and to have a new certificate issued to him. 9 The regulations of most corporations contain provisions relating to the transfers of stock and the issue of new cer- tificates. It is usually provided that old certificates must be surrendered before new certificates are issued in their place. In such a case where a corporation issues a new cer- tificate without requiring a return of the old certificate which is subsequently presented by an innocent purchaser, the cor- poration is liable and must replace the stock or account for its value to the purchaser. 10 d. Method of transfer. A form of assignment is customarily printed on the back of each stock certificate. In practice a stockholder usually transfers his stock by affixing his sig- nature to the blank without filling in the name of the as- signee or of the attorney to make the transfer on the books of the corporation. Certificates thus assigned in blank may be transferred by delivery only until the name of an assignee is filled in, in which case it should be presented for transfer on the corporate books. The name of the secretary is usually filled in as the attorney to make the transfer on the books. "When surrendered for transfer a certificate should be marked "cancelled" by the secretary and pasted on the stub from which it was detached. 11 Trust companies are frequently employed by large cor- porations to act as transfer agents or registrars. This is for the purpose of guarding against an overissue of stock and as a guaranty to the public of the genuineness and regularity of certificates. A transfer agent usually has possession of the stock cer- tificate book, cancels surrendered certificates, fills out new certificates and, after they are signed by the president and Roebling Sons Co. v. Shawnee, ** Railroad Co. v. Robbing, 35 O. etc., Co., 4 N. P. n. s. 113, 121; 17 S. 483; Lee v. Citizens N. Bank, 2 L. D. 8 (affd no rep. 78 O. S. 408). C. S. R. 298. Railroad Co. v. Fink, 41 0. S. "Herrick v. Wardwell, 58 O. 8. 321. 294. 57 ORGANIZATION AND MANAGEMENT. 35 secretary, the transfer agent endorses or otherwise authen- ticates the certificates. Doubt has been expressed as to whether a trust company or other corporation can legally be appointed a transfer agent of an Ohio corporation with the usual powers of a transfer agent. 12 A registrar keeps a record or register of all stock issued and transferred, and countersigns the new certificates as issued. e. Consequences of failure to transfer. On the books of the corporation stock appears in the name of the original stock- holder until the certificates are presented for transfer. A purchaser or pledgee of stock who merely holds the certifi- cates endorsed in blank, and does not present them for trans- fer, is not entitled to vote and incurs the risk that the divi- dends may be paid to the transferrer. Furthermore, notices of stockholders' meetings and of proposed corporate action on important matters, such as a sale of the entire corporate property, or a consolidation, are sent to the person regis- tered on the books as the owner. In some instances pur- chasers and pledgees of stock have suffered losses which might have been averted by a prompt transfer. 18 f. Pledged stock. When stock is used as collateral security for a loan or credit, the certificates are usually assigned in blank and delivered to the pledgee together with a "collat- eral note." The pledgee is entitled to have the stock trans- ferred to his name on the corporate books, 14 the word "pledgee" usually being entered on the stock record after his name. If the stock was issued by a foreign corporation and is taxable in Ohio, it is taxed in the name of the pledgor, where it has not been transferred to the pledgee on the corporate books. 15 By holding the endorsed certificates, without a transfer on the corporate books, the pledgee does not avoid taxation on the note, or debt due him, but does avoid taxation on the stock. Before the double liability of stockholders was abolished in the year 1903 there were good reasons why a pledgee "Burch v. Cincinnati Trust Co., "Railway Co. v. Bank, 68 O. S. 12 N. P. n. s. 87 (1911) s. c. 14 C. 599; Dayton N. B. v. Merchants N. C. n. s. 346. B., 37 O. S. 215; Railway Co. v. u See Stafford v. Banking Co., 61 Rawson, 16 W. L. B. 423. O. S. 160; Railway Co. v. Bank, 68 "Ratterman v. Ingalls, 48 O. 8. O. S. 582; Railroad Co. v. Robbins, 468, 491; See Taxation of stock be- 35 O. S. 502; Schnruck v. Grume, low, as to what stock is taxable in etc., Co., 7 N. P. n. s. 24: 19 L. D. Ohio. 819 (afTd 78 0. S. 409). 37 OHIO FKiVATE COKPOKAT1ONS. 53 should not have the stock transferred to his name. "Where the stock was transferred the pledgee became the stockholder and became subject to the double liability; while such lia- bility was avoided by merely holding the assigned certifi- cates without a transfer. 16 Since the abolishment of the double liability (except as to bank stockholders) this reason no longer exists. If the pledgee desires to collect the dividends, to vote and to re- ceive notices of corporate meetings he should have the stock registered in his name. g. Lost certificates are usually provided for in corporate reg- ulations, new certificates being issued in place of those lost, the corporation taking a bond of indemnity from the stock- holder as security against loss from the reappearance of the old certificate in the hands of an innocent purchaser. 17 The loss of a certificate does not deprive a stockholder of his right to vote and receive dividends, but without a cer- tificate it is difficult for him to dispose of his stock. By statute it is provided that an owner of a lost certifi- cate may, by a proceeding in the probate court, require the corporation to issue a new certificate, upon the giving of a bond. 18 37. Taxation of stock, a. In Ohio corporations. No person is required to list for taxation shares of stock in any Ohio corporation. 1 b. In -foreign corporations. As a general rule, shares of stock in foreign corporations held by residents of Ohio are taxable in Ohio and the holders of such stock are required to list the same for taxation. 2 But to this rule there is an important exception. Where all the property of a foreign corporation is taxed in the name of the corporation in Ohio, the stock of such corpora- tion is exempt from taxation. 3 Stock in a foreign corporation is also exempt from taxation where its holder furnishes satisfactory proof to the taxing authorities that at least two-thirds of the property of such corporation is taxed in Ohio and the remainder in M Henkle v. Salem Mfg. Co., 39 0. porations was exempt from taxation S. 547. only when the property of the cor- "G. C. 8673-17; See Hof v. poration was taxed in its name in Western German Bank, 6 W. L. B. Ohio; Lander v. Burke, 65 O. S. 665 (697). 532 (1901). "G. C. 8673-17, 8677 to 8681. 'G. C. 5372; Bradley v. Bauder. 1 G. C. 192, 5372; Jones v. 36 O. S. 28; Lea v. Sturges, 46 0. Davis, 35 O. S. 474; Prior to the S. 153. amendment of R. S. 148c in 1904 *G. C. 192, 5372; Hubbard v. (97 O. L. 496) stock in Ohio cor- Brush, 61 O. S. 252. 59 UKGAMXA'liO.N AMJ MANAGEMENT. 3^ other states; providing the corporation pays, as an annual franchise tax, the same percentage on its entire authorized capital stock that is required of a domestic corporation on its subscribed or issued stock.* 38. Increase of capital stock. When the original capi- tal stock is fully subscribed for, and ten percent on each share paid in, a corporation may increase its capital stock or the number of shares into which it is divided. a. Before organization, the increase may be effected by the unanimous written consent of all the original subscribers. b. After organization, the increase is affected by the vote of the holders of a majority of its stock. 1 c. Disposition of new stock. Each stockholder is entitled to subscribe for and take new stock in proportion to his hold- ings of the old stock. This right may be waived by a stock- holder. If a stockholder fails to subscribe within a reason- able time, after opportunity is afforded him, he is deemed to have waived his right and the directors may dispose of the stock to others. 2 Where capital stock is increased, there is no requirement that a certificate of subscription be filed with the secretary of state. 8 Directors and stockholders may, however, incur a per- sonal liability by acting as if it had been subscribed. In one case where an increase of capital stock was properly au- thorized by stockholders, a certificate of such action filed with the secretary of state, and a bond issue put forth on the faith of such increased stock and no effort was made to sell the new stock, it was held that an intention was thereby shown on the part of the stockholders to take new stock in proportion to their original holdings, and a judgment against the stockholders was rendered accordingly,. 4 When the original capital stock is subscribed for ten percent of the subscriptions are payable in cash. It is doubtful whether the same requirement applies in the case of an increase of capital stock. 8 Where it is desired to incorporate a company to take over property of considerable value, and to pay in the least possible cash for the stock, a practice sometimes followed is for the corporation to be originally organized with a small G. C. 192. Rep. Atty. Gen. 1911-1912 p. 60. 1 G. C. 8698 ; For the notice, or 4 Kreisser v. Ashtcbula Gas Light waiver of notice of the stock- Co., 2 O. C. n. 8. 697; 14 C. D. 313. holders' meeting, and the certificate 'Rep. Atty. Gen. 1911-1912 p. 66; of increase, see Forms. Rep. Atty. Gen. 1906-1907 p. 52. 'Hall v. Hall, 11 C. C. n. s. 335: 20 C. D. 826 (aff'd 79 0. S. 456). 40 OHIO PRIVATE CORPORATIONS. 60 capital stock, ten percent of which is paid in cash. After organization the capital stock is increased to the desired amount, and the new stock is by the directors exchanged for the property. The validity of this practice, however, has not been recognized by judicial decisions in Ohio. d. Stock dividend. Where a surplus of corporate assets, in excess of all debts and of the capital stock, has been earned, the capital stock may be increased to the amount of the sur- plus, and the new stock distributed among the stockholders in the form of a stock dividend. e. Increase by preferred stock. Upon the written assent of three-fourths in number of the stockholders, representing at least three-fourths of the capital stock, a corporation may in crease its capital stock by an issue of preferred stock. 6 39. Reduction of capital stock. "With the written con- sent of the persons in whose names a majority of the stock stands on the books of a corporation, the directors may reduce the amount of its capital stock and the nominal value of all the shares. 1 The statute provides that the rights of corporate credi- tors can not be affected by a reduction of the capital stock. Where the subscriptions to the original capital stock have not been entirely called in, or assessed to the full amount, before the reduction of the stock, the subscribers will remain liable to existing creditors in the original amount. Where corporate assets have been reduced by losses, the capital stock is sometimes reduced to bring it to the level of the assets, and to make the book value of the stock approximately par. The annual franchise (Willis law) tax is assessed not on corporate assets but on the issued and outstanding stock. By a reduction of the capital stock, a saving is effected in such tax. The credit of the corporation is not affected, in many instances, by the reduction, as the nominal capital stock is not often relied upon in extending credit to a cor- poration. 40. Organization of corporation to take over business of partnership or another corporation. 1 Corporations are frequently organized to take over the ousiness of a partnership or of another corporation. Pay- G. C. 8699. * The consolidation of corpora- 1 G. C. 8700 ; For forms of written tions, authorized by special statutes, consent of stockholders, resolution is not considered in this paragraph, of directors, and certificate of re- duction, see Forms. 61 ORGANIZATION AND MANAGEMENT. 40 ment for the property and business transferred is usually made in the form of stock in the new corporation. 2 One of the important things to be provided for in such cases is the indebtedness of the partnership or old corpora- tion, if any indebtedness exists. Where partnership prop- erty is transferred to a new corporation, organized to con- tinue the business, payment being made wholly in stock of the new corporation, the new corporation may be liable for the debts of the partnership. 8 This rule does not, of course, apply where the new cor- poration purchases the assets for cash, unless the transaction is a fraudulent one. Where the partnership, or old corporation, is solvent and the change is made to obtain the advantages of the corporate form of organization or for other good reasons, the debts may be assumed by the new corporation as a part of the trans- action. Where the partnership or old corporation is insolvent or in serious financial embarrassment, there are grave objec- tions to assuming its debts and it is difficult, if not impos- sible, to acquire its assets except for cash. In case of insolvency the assets may be purchased for cash from the trustee in bankruptcy or assignee for creditors. But the value of the good will of the old concern will be largely destroyed by bankruptcy or an assignment. It is often possible for the old concern to effect a private settle- ment or composition with the creditors, without the financial difficulties becoming publicly known and without any cessa- tion of business. A corporation can not dispose of its entire property, ex- cept by the action of three-fourths of its directors, ratified at a stockholders' meeting by a vote of the holders of three- fourths of its stock. 4 Where the property of a corporation is taken over, the foregoing proceedings should be taken. Where a partnership is succeeded by a corporation the partnership name is usually adopted by the corporation, with such changes as are necessary to make it conform to the statutory requirement that a corporate name must commence with the word "The" and end with the word "Company." 5 *See Gas & Fuel Oo. v. Dairy Bank v. Trebein, 59 O. S. 316; Cook Co., 60 O. S. 96, 105-106. on Corporations 8672, 673. Andres v. Morgan, 62 O. 8. 236; 4 G. . 8710 to 8718. Creditors may recover a judgment For right to adopt partnership against the new corporation ib. Or name, see Snyder Mfg. Oo. v. Sny- they may, by other proceedings, der, 54 O. S. 86. reach the property transferred. 41 OHIO PRIVATE CORPORATIONS. 62 Many matters to be taken into consideration in incor- porating a business or partnership are discussed elsewhere. 6 41. Foreign corporations. A foreign corporation is one that has been organized under the laws of another state or of a foreign government. 1 A State has power to wholly exclude foreign corporations from doing business within its borders, or it may admit them under any reasonable conditions or limitations. 2 Cor- porations engaged in interstate commerce, however, can not be excluded or restricted by a state. 3 Foreign corporations are permitted to do business in Ohio upon compliance with certain conditions. There are two laws imposing conditions upon foreign corporations en- tering the State: (a) the license fee law and (b) the fran- chise tax law. a. The license fee law applies to nearly all private busi- ness corporations and requires the procurement of a certifi- cate or license from the secretary of state. 4 In order to procure a certificate from the secretary of state a corporation is required to file a sworn copy of its charter or articles of incorporation, and a statement showing the amount of its authorized capital stock, the kind of busi- ness proposed to be carried on, and to designate a principal office or place of business and a person upon whom process may be served, and to pay a small license fee based on its authorized capital stock. 5 b. Initial franchise tax. Corporations which own or use a part or all of their capital or plant in Ohio must procure the certificate already mentioned and are further required to pay a franchise tax of one-tenth of one percent "upon the proportion of the authorized capital stock of the corporation represented by property owned and used and business trans- acted in Ohio." 6 c. Method of computing franchise tax. This tax is based, not upon the property owned and used and business transacted in this state, but upon the proportion of the total authorized capital stock represented by such property and business. The proportion which the property owned and used and business transacted in Ohio bears to the entire property and business of the cor- poration is the proportion of the capital stock on which the See Amount of Capitalization; 88; W. U. Tel. Co. v. Mayer, 28 Form of Capitalization; and Direct- O. S. 521. ors (number, power to issue stock 'Toledo Commercial Co. v. Glen for property). Mfgr. Co., 55 O. S. 221. 'Cook on Corporations, 7. 4 G. C. 178, 179, 180. 1 Humphrey v. State, 70 O. S. 87, G. C. ' 179, 180. 8 G. C. 183, 184. 63 ORGANIZATION AND MANAGEMENT. 41 tax is based. Thus, where the property owned and used and business transacted in Ohio is $25,000, the entire corporate property and business $50,000, and the authorized capital stock $100,000, the tax is based on one-half of its authorized capital stock, or $50,000, the Ohio property and business being one-half of the total property and business. If all of its property and business were in Ohio the tax would be based upon its total authorized capital stock. 7 d. What corporations are subject to law. A foreign corpora- tion organized to carry on professional business is not en- titled to a certificate from the secretary of state as foreign corporations are permitted to enter the state to carry on only such business as may lawfully be carried on by Ohio corporations. 8 The franchise tax law 9 does not apply to banking, insur- ance, building and loan or bond investment corporations or to corporations engaged in interstate commerce. A foreign corporation engaged in interstate commerce which is not subject to the laws gains no advantage by voluntary com- pliance with their requirements. 10 A foreign corporation engaged in interstate commerce may be admitted to do business in Ohio, but the application for admission should expressly limit its life in Ohio to twenty-five years. 11 e. Failure to comply with law Consequences of. A foreign corporation can not maintain an action upon a contract made by it in this state until it has complied with the statutory requirements. 12 A contract made by a foreign corporation, before com- plying with the statutory requirements, is void on its behalf but is enforceable against it. 18 The property of a foreign corporation "doing business" in Ohio without complying with the statutory requirements is subject to attachment. 14 A foreign corporation organized to deal in real estate which is not subject to the law does not become exempt from attachment by a voluntary compliance with the re- quirements. 16 Certain penalties and fines are provided in the acts for 1 0pinion of Wade H. Ellis, Atty. G. C. 183, 184. Gen., 5 O. L. R. 163; Aetta Iron & 10 Bigalow v. Armour, 74 0. S. Steel Co. v. Taylor, 13 C. C. 602: 168. 5 C. D. 242, s. c. 3 N. P. 152: 4 "5 Opin. Attys. Gen. 1002. Low. D. 180; 4 Opins. Attys. Gen. U G. C. 178, 187. 621-624 (1894); Rep. Atty. Gen. * G. C. 5508. 1910-1911, p. 600; State v. Coal Co., M G. C. 11819, 10253, 186. 17 N. P. n. s. 60. "Bigalow v. Armour, 74 O. S. State v. Laylin, 73 O. S. 90; 168. See 6 Opin. Attys. Gen. 975 (1903). 42 OHIO PRIVATE CORPORATIONS. 64 noncompliance with the requirements, but in this respect the acts appear to be wholly unadjudicated. 16 f. What is "doing business" in the State. A foreign corpora- tion which maintains a stock of goods within the state, from which deliveries are made of goods sold, is doing business in the state. 17 But a foreign corporation is not doing business in the state where it maintains no stock of goods in the state and limits its business to shipping goods into the state, upon orders, and it need not register as a foreign corporation. This is true whether the orders are obtained through travel- ing salesmen or correspondence, 18 or a resident broker, 19 or whether the corporation maintains an office in the state with a resident agent in charge, for the purpose of soliciting or- ders. 20 Nor is it doing business in a state to consign goods to a commission merchant, located in the state, where the com- mission merchant conducts all the business in the state and pays all expenses of receiving, handling and storing the goods. 21 A single and isolated transaction is not doing business in the state. 22 g. Annual franchise tax. A foreign corporation is required to file an annual report with the secretary of state and to pay an annual franchise tax of "three-twentieths of one per- cent upon the proportion of the authorized capital stock of the corporation represented by property owned and used and business transacted in Ohio, and to be not less than ten dollars in any case." 28 42. Syndicates. A syndicate is an unincorporated com- bination of persons united for the purpose of an enterprise too large for successful accomplishment by a single individ- ual. 1 Syndicates are frequently formed for the purpose of pro- moting or financing large corporations, or of holding cor- porate stocks and bonds. M G. C. 182, 186. "Cooper Mfg. Co. v. Ferguson, "People v. Wainple, 131 N. Y. 113 U. S. 727. 64; 29 N. E. 1002; Singer Mfg. Co. " G. C. 5503; See Opinion by v. Adams, 165 Fed. 877. Wade H. Ellis, Atty. Gen., 5 O. L. M Commercial Co. v. Mfg. Co., 55 R. 163 ; State v. Coal Co., 17 N. P. O. S. 217. n. s. 60. * McBath v. Jones Cotton Co., 149 * 27 American & English Ency. of Fed. 383; Doe v. Mfg. Co., 104 Fed. Law (2d ed.) 562; Anderson's Dic- 684. tionary of Law; Baltimore Trust " Textbook Co. v. Pigg, 217 U. S. & Guarantee Co. v. Hambleton, 84 91. Md. 456; 40 L. R. A. 216. 21 Butler Bros. Shoe Co. v. U. S. Rubber Co., 156 Fed. 1 (C. C. A.). 65 ORGANIZATION AND MANAGEMENT. 43 Before an enterprise is incorporated, or its securities are offered to the public, it is often necessary or advantageous to obtain options on property, or to purchase property, and sometimes to develop and improve the property and place the enterprise in the situation of a going concern. For such purposes large amounts of money are often required. Where a syndicate is formed, its members contribute funds with which the property is acquired or developed. The property is subsequently turned over to the corporation and the stocks, bonds or money received from the corporation for the property are distributed among the members of the syndicate in proportion to the amounts contributed by each. 2 Where, after the organization of a corporation, an issue of bonds, or of preferred stock is to be offered to the public, it is often desirable that there be some assurance or guaranty to the corporation that all of the securities will be sold. This is sometimes accomplished through an "underwriting syndi- cate," which agrees to purchase all of the bonds or stock which remain unsold at the end of a certain period. The agreement, A syndicate agreement usually recites the purposes of syndicate and, where the syndicate is formed to raise funds, binds the members who are usually termed "syndicate subscribers," to pay in the amounts set opposite their respective names. The mutual promises of the parties to the agreement constitute the consideration. A subscriber to an interest in a syndicate formed to purchase the property of a corporation can not defend against a note given for his subscription on the ground that the property was fraudu- lently overvalued, where the valuation was made by repre- sentatives of the syndicate and not of the vendor corpora- tion. 3 A syndicate agreement usually appoints a treasurer to receive and disburse the funds, and one or more "syndicate managers" to act as agents or attorneys in fact for the syn- dicate and to take active charge of the business. The powers of the syndicate managers are usually defined in detail. Extensive discretionary powers are sometimes conferred. Legal status. Judicial decisions as to the legal status of syndicates and the liabilities of syndicate members have not been entirely harmonious. This is perhaps due to the fact that individuals have united under the name "syndicate" for widely different purposes, and under agreements con- taining entirely dissimilar provisions. Whether the members * Knickerbocker Trust Ob. v. Tradesmen's N. B. v. Looney, 99 Evans, 188 Fed. 549 (C. C. A. Tenn. 278; 42 S. W. Rep. 149. 1911). 42 OHIO PRIVATE CORPORATIONS. 66 of a syndicate are liable as partners has been variously de- cided. In a number of cases they have been held to be part- ners. 4 In one case syndicate members were said to be "quasi partners" with the syndicate manager, whose relation to the members was "analogous to that of a partner to his copart- ner." 5 The true rule probably is that a syndicate is not neces- sarily a partnership, but the liability of its members for the acts of the syndicate managers or agents depends upon whether there exists "a basis of fact for the legal implication of agency." 6 4 Bank v. Wehrmann, 69 O. S. Nagel, 14 C. C. n. s. 228 (1911) 160; 202 U. S. 295: 4 O. L. R. 344; affirming 9 N. P. n. s. 385. Wehrman v McFarlan, 6 N. P. 333 ; 6 Runkle v. Burrage, 202 Mass. Homer v. Meyers, 29 W. L. B. 403; 98 (1909). Lape v. Parvin, 2 Disney 560; Bal- 'Hornblower v. Crandall, 7 Mo. timore Trust & Guarantee Co. v. App. 220, affirmed 78 Mo. 581 ; Lane Hambleton, 84 Md. 456; 40 L. R. v. Fenn, 120 N". Y. Suppl. 256 A. 216, 230; See note 18 L. R. A. (1909); Merrill v. Milliken, 101 n. s. 1094; See also Mooney v. Me. 56: 63 Atl. Rep. 299 (1905). 67 FORMS. PART II. FORMS. LIST OF FORMS. Articles of Incorporation. Form No. 1. Of corporation for profit. 2. Preferred stock clauses. 3. Provision limiting each stockholder to one vote. Purpose Clauses. Abstract company. Advertising: novelty company. Agency company. Air cooling company. Amusement park company. Architectural company. Audit company. Baking company. Band company. Bank and trust company. Baseball club company. Building and loan associa- tion. Building company. Business college. Butchering company. Car company. Clay and brick company. Coal company. Coal company. Another form. Collateral loan company. Commercial school. Common carrier company. Construction company. Construction company, other form. Construction company, other form. Cooperage company. Co-operative store company. Dairy company. Directory company. Dock and warehouse com- pany. Driving park company. Drugstore company. Drygoods and notions com- pany. Electric light and power company. Elevator company. Embalming fluid company. Engineering and construc- tion company. Express company. Fence company. Foundry company. Fish company. Freight loading company. Gas and electric company. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. An- An- Form No. 47. Natural gas company. 48. Artificial gas company. 49. General store company. 50. Glassware company. 61. Green house and nursery company. 52. Heating company. 63. Hotel and restaurant. 64. House furnishing company. Insurance companies. 55. Employers' libility acci- dent and health corn- company. 56. Fidelity and guarantee company. 57. Fire insurance company. 58. Mutual protective insur- ance association (fire, etc.). 69. Life, accident, etc., insur- ance company. 60. Mutual protective associa- tion (life and accident). 61. Live stock insurance com- pany. 62. Live stock mutual pro- tective association. 63. Credit insurance com- pany. 64. Interurban and street rail- way company. 65. Iron company. 66. Light, heat and power com- pany. 67. Live stock company. 68. Lodge building company. 69. Lumber company. 70. Mail order company. 71. Mail tube company. 72. Manufacturing company. 73. Market house company. 74. Mausoleum company. 75. Meat market company. 76. Men's furnishing company. 77. Mercantile agency company. 78. Mercantile or trading com- pany. 79. Messenger service company. 80. Millinery company. 81. Milling company. 82. Mineral springs company. 83. Mining company. 84. Motion picture company. 85. Motion picture company. Another form. 86. Musical instrument company. 87. Ohio river bridge company. OHIO PRIVATE CORPORATIONS. 68 Form 88. 89. 90. 91. 92. 93. 94. 95. 96. 97. 98. 99. 100. 101. 102. 103. 104. 105. 106. 107. 108. 109. 110. 111. 112. 113. 114. 115. 116. 117. 118. 119. 120. 121. 122. 123. 124. 125. 126. 127. No. Oil and gas company. Oil and gas company. An- other form. Orchard land company. Pipe-line company. Plumbing and heating com- pany. Pottery company. Printing and publishing com- pany. Publishing company. Railroad company. Real estate company. Sales agency company. Sand and gravel company. Sanatorium company. Sanitorium and drug com- pany. Scenic railway company. Securities company. Securities company. Another form. Sewerage company. Stock yards company. Taxicab and garage com- pany. Telephone company. Telephone company. (Local.) Telephone company. (Mu- tual.) Tennis club company. Theater company. Title guarantee and trust company. Towel supply company. Trade secrets and patents company. Transfer company. Undertaking company. Union interurban depot and terminal company. Vessel company. Warehouse company. Waste paper and junk com- pany. Water transportation com- pany Water pany transportation com- Another form. Waterworks company. Wine or liquor company. Wrecking company. Articles of union depot com- pany. Organization proceedings. 128. Record of organization pro- ceedings of corporations for profit. (1) Proceedings of incorpo- rators. (a) Order for, and waiv- er of notice of, open- Ing of books of sub- scription. (b) Notice of opening of books of subscrip- tion. (c) Order designating one incorporator to receive payment of instalment of sub- scriptions. (d) Subscriptions to cap- ital stock. (Book.) Form No. (e) Separate subscrip- tion for stock. (f) Certificate of sub- scription of ten per- cent. (g) Order for first stockholders' meet- ing. (2) Proceedings of stock- holders. (a) Notice of first meet- ing of stockholders. (b) Waiver of notice of first meeting of stockholders. (c) Minutes of first stockholders' meet- ing. (d) Regulations of cor- poration for profit. (e) Regulations of a club. (f ) Assent of stock- holders to adoption of regulations. (g) Certificate of elec- tion of directors. (3) Proceedings of directors. (a) Minutes of first di- rectors' meeting. (b) Oath of directors. (c) By-laws of corpora- tion for profit. (d) Resolution of direct- ors accepting prop- erty in payment for stock. Miscellaneous proceeding's. 129. Amendments to articles of incorporation; proceedings for. (a) Waiver of notice of stock- holders' meeting. (b) Notice of stockholders' meeting. (c) Minutes of stockholders' meeting. (d) Resolution for amend- ment of articles of in- corporation. (e) Waiver of notice of amendment. (f) Notice of amendment. (g) Certificate of amendment. 130. Increase of capital stock; proceedings for. (1) Before organization. (a) Consent o f sub- scribers. (b) Certificate of in- crease. (2) After organization. (a) Waiver and agree- ment for purpose of increasing capital stock. (b) Notice o f stock- holders' meeting. (c) Resolution for in- crease. (d) Certificate o f in- crease. Increase b y preferred stock. 69 FORMS. Form No. (e) Written assent of stockholders. (f ) Resolution for in- crease. (g) Certificate o f in- crease (preferred). Waiver by stockholders of right to take in- creased stock. 131. Reduction of capital stock. proceedings for. (a) Consent of stockholders. (b) Resolution of directors. (c) Certificate of reduction. 132. Sale of entire assets of cor- poration; proceedings for. (a) Minutes o f directors' meeting:. (b) Notice of stockholders' meeting. (c) Waiver of notice of stock- holders' meeting. (d) Minutes of stockholders' meeting. 133. Dissolution. (a) Call for stockholders' meeting. (b) Notice of stockholders' meeting. (c) Certificate of dissolution of corporation for profit where instalments of Its capital stock have been paid. (d) Certificate of dissolution of corporation for profit where no instalments of its capital stock have been paid. (e) Certificate of voluntary dissolution of corpora- tion not for profit. Foreign Corporations. 134. Statement by foreign corpora- tion (G. C. 178-182). 135. Statement by foreign corpora- tion (G. C. 183-192). 136. Certificate of a foreign cor- poration retiring from busi- ness in Ohio. 137. Statement of increase of pro- portion of capital stock (G. C. 185). Corporations not for profit. 138. Articles of incorporation, corporation not for pront. Purpose Clauses. 139. Associated charities. 140. Association for apprehending horse thieves. 141. Athletic club. 142. Athletic club. Another form. 143. Builders' exchange. 144. Canoe club. 145. Cemetery association. 146. Chamber of commerce. 147. Charitable trust. Corporation to administer. 148. Ohautauqua assembly. 149. Church or religious society. Form No. 150. Club house corporation. 161. College. 152. Consumers' league. (Ruling organization.) 153. Deaconess home. 154. Family association. 165. Farmers' institute society. 156. Farm laborers' association. 157. Free loan association. 168. Home for indigent and aged women. 159. Hospital. 160. Improvement association. 161. Law and order league. 162. Merchants' exchange. (Leaf tobacco.) 163. Musical club. 164. Musical club. Another form. 165. Mutual benefit association of employees. 166. Benevolent mutual aid asso- ciation. 167. Political club. 168. Public library. 169. Retail merchants' association. 170. Salvage. 171. Social and improvement club. 172. Social settlement association. 173. Yacht club. 174. Young Men's Christian Asso- ciation. 175. Agricultural society. Articles of incorporation. 176. Township agricultural soci- ety. Articles of incorpora- tion. 177. Charitable trust Articles of corporation to administer. 178. Endowment fund corporation. Articles of incorporation. 179. Fraternal benefit society. Articles. 180. Society for prevention of cruelty to animals. Articles. Organization Proceedings. 181. Organization record of cor- porations not for profit. (a) Record book and signa- tures of members. (b) Minutes of meeting of incorporators for elec- tion of first trustees. (c) Oath of trustees. (d) Regulations. (e) Written assent to regula- tions. Miscellaneous forms relating to or- ganization and management. 182. Resolution of directors for call or assessment on stock subscriptions. 183. Notice of call on stock sub- scriptions. 184. Notice of sale of stock for nonpayment of call. 185. Receipt for Instalment pay- ment on stock. 186. Transferable receipt for in- stalment payment on stock. 187. Certificate of common stock. 188. Certificate of preferred stock. OHIO PRIVATE CORPORATIONS. 70 Form No. 189. Special clauses for preferred stock certificates. 190. Certificate of stock reserving lien to secure indebtedness to corporation. 191. Corporation calendar. 192. Stock transfer book. 193. Stock ledger. 194. Proxy, one specified meeting. 195. Proxy, all meetings within a specified time. 196. Proxy, general. 197. Revocation of proxy. Annual meetings of stockholders. 198. Notice of annual meeting. 199. Minutes of annual meeting. 200. Ballot. 201. Inspector's certificate of elec- tion. Special meeting's of stockholders. 202. Waiver of call and notice. 203. Call, by stockholders. 204. Call, by resolution of direct- ors. 205. Notice of special meeting. 206. Minutes of special meeting (including resolutions (a) for increase in number of directors and (b) for com- mittee to inspect books). Amendment of regulations. 207. Assent of stockholders to. 208. Resolution of stockholders for. Directors' meetings. 209. Notice of regular meeting. 210. Call for special meeting. 211. Notice of special meeting. 212. Waiver of notice of special meeting. 213. Minutes of directors' meet- ing, including (a) motion authorizing compromise of claim and (b) resolution de- claring dividend. 214. Certificate to transcript of minutes. 215. Certificate by secretary to resolution. 216. Resolution filling vacancy caused by disqualification. 217. Resignation of director or officer. 218. Resolution accepting donation of treasury stock. 219. Donation of stock to treas- ury. 220. Resolution ratifying: un- authorized act of officer. 221. Resolution declaring stock dividend. Miscellaneous. 222. Dividend order. 223. Permanent dividend order. Form No. 224. Railroad consolidation agree- ment. 225. Railroad consolidation agree- ment, another form. 226. Lease of railroad. 227. Release, by property owner, to railroad company of damages for occupation of street. 228. Deed of land to interurDan traction company for rail- road purposes. 229. Deed of right of way to rail- road company. 230. Consolidation of religious societies. 231. Agreement to subscribe for stock in corporation not yet organized. 232. Stock pooling agreement. 233. Voting trust agreement. 234. Consent to use of similar name by new corporation. 235. Deed of corporation, with certificate of acknowledg- ment. 236. Bill of sale by corporation of assets, with agreement of officers not to reengage in business. 237. Option o n manufacturing plant. 238. Option, by corporation, on manufacturing plant. 239. Option to purchase stock in corporation. 240. Option to purchase stock at "book value"; certificates to be deposited. 241. Option contract to purchase stock if vendee desire to re- sell. 242. Put. 243. Call. 244. Bond to corporation issuing new certificate of stock in lieu of lost or destroyed certificate. 245. Bond of treasurer of corpora- tion. 246. Collateral note. 247. Collateral note, another form. 248. Syndicate agreement. 249. Underwriting agreement. 250. Underwriting agreement, an- other form. 251. Power of attorney to manag- ing agent. Bond Issues. 252. Resolution o f directors authorizing. 253. Resolution of stockholders ratifying 254. Written assent of stock- holders to convertible bonds. 255. Deed of trust, or corporate mortgage, securing bonds. 256. Bond pooling agreement. 257. Bondholders' agreement, cor- poration in default for in- terest. 71 FORMS. Form 1 ARTICLES OF INCORPORATION. NOTE. The following forms are prepared for use under the general corporation law for manufacturing and business corporations. (G. C. 8623 to 8743.) The special statutory provisions relating to the in- corporation of banks, insurance, building and loan, and public utility cor- porations should be carefully followed; but the forms and procedure are generally similar to those here given. No. 1. Corporation for Profit. (G. C. 8625.) These Articles of Incorporation of The Company Witnesseth, that we, the undersigned, all (or a majority) of whom are citizens of the State of Ohio, desiring to form a cor- poration, 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 (for statements of purposes of various corporations, see purpose clauses, form No. 4 et seq.}. FOURTH. The capital stock of said corporation shall be ... dollars ($ ), divided into ( ) shares of dollars ($ ) each. (// preferred stock is to le issued omit the foregoing "Fourth" and use such parts of Form No. 2, as may be desired.) 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 Notary Public, in and for said county, this day of , A. D. 19 . . , the above named , , , , and , who each severally acknowl- edged the signing of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes therein men- tioned. Witness my hand and official seal on the day and year last aforesaid. ...., Notary Public. Form 2 OHIO PRIVATE CORPORATIONS. 72 The State of Ohio, 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 Notary Public, was at the date thereof a Notary Public, in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; 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. No. 2. Preferred Stock Clauses. NOTE. If preferred stock is to be issued omit the "Fourth" para- graph of the foregoing form and use such of the following provisions as may be desired. FOUETH. The capital stock of said corporation, common and preferred, shall be dollars ($ ) , consisting of ( ) shares of common stock of the par value of dollars ($ ) each and ( ) shares of preferred stock of the par value of dollars ($ ) each. The holders of the preferred stock shall be entitled to a dividend of percent per annum, payable (quarterly, semiannually or annually) out of the surplus profits of the com- pany for each year in preference to all other stockholders, and such dividends shall be cumulative (or noncumulative) . PREFERRED STOCK NOT TO PARTICIPATE IN EXCESS PROFITS. The holders of preferred stock shall not be entitled to any dividends in excess of percent per annum and the ar- rears thereof. NOTE. If the following paragraph is used, omit the foregoing para- graph. PREFERRED STOCK TO PARTICIPATE IN EXCESS DIVIDENDS. When dividends of percent have been paid for any year on the entire preferred and common capital stock, issued and outstanding, further dividends for that year shall be paid on all stock without distinction. PREFERRED STOCK NOT ENTITLED TO VOTE. The holders of preferred stock shall not be entitled to vote thereon at meetings of the stockholders of said corporation. 73 FORMS. Form 5 PREFERRED STOCK TO BE VOTED. UPON DEFAULT OF DIVIDENDS. The holders of preferred stock shall not be entitled to vote thereon at meetings of the stockholders of said corporation so long as dividends at the rate above specified are paid; but in case of default in the payment of such dividends, then and there- after the holders of preferred stock may vote thereon at any and all stockholders' meetings. PROVISION FOR REDEMPTION. Such preferred stock may be redeemed at the option of the corporation on the day of , 19 . . . . , or on the day of of any year thereafter, upon payment of dollars ($ ) per share and all accumu- lated dividends. OPTION TO CONVERT PREFERRED INTO COMMON STOCK. The holder of any number of shares of preferred stock may, at his election, on surrender of his certificates thereof, convert the same into an equal number of shares of common stock. No. 3. Provision in Articles of Incorporation Limiting Each Stock- holder to One Vote Irrespective of Stock Owned. (G. C. 8638.) NOTE. The following may be added to the "Fourth" paragraph of the form No. 1, above. Provided, that each stockholder, irrespective of the amount of stock he may own, shall be entitled to one vote, and no more, at any election of directors, or upon any subject submitted at a stockholders' meeting. PURPOSE CLAUSES. CORPORATIONS FOR PROFIT. No. 4. Abstract Company. THIRD. Said corporation is formed for the purpose of making and furnishing abstracts and certificates of title to real property and to do a general searching of records. No. 5. Advertising Novelty Company. THIRD. Said corporation is formed for the purpose of manufacturing, improving, buying, selling and dealing in f at Form 10 OHIO PRIVATE CORPORATIONS. 74. wholesale and retail, calendars, signs and all kinds of adver- tising novelties, articles and devices, and the doing of all things necessary or incident thereto. No. 6. Agency Company. THIED. Said corporation is formed for the purpose of acting as an Agency for general insurance, bonding, negotiating loans and transfers of real estate, and doing all things incident thereto. No. 7. Air-Cooling Company. THIRD. Said corporation is formed for the purpose of ventilating, purifying and regulating the humidity of air and of manufacturing and dealing in all kinds of apparatus, devices and inventions designed for said purposes. No. 8. Amusement Park Company. THIRD. Said corporation is formed for the purpose of furnishing to the public facilities for holding musical, theatrical and other entertainments, providing social entertainments and other means of recreation and amusement; to acquire, lease, own and maintain such real estate, buildings and personal property as may be necessary or proper for the objects and purposes afore- said, and the doing of all things necessary or incident thereto. No. 9. Architectural Company. THIRD. Said corporation is formed for the purpose of making plans, specifications and drawings, making estimates, superintending work, designing and building all kinds of struc- tures and of carrying on and conducting a general architectural business. No. 10. Audit Company. THIRD. Said corporation is formed for the purpose of auditing accounts and books, and appraising and valuing the assets of individuals, firms and corporations, both public and private, and the doing of all things necessary or incident thereto. 75 FORMS PURPOSE CLAUSES. Form 15 No. 11. Baking Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in bread, crackers, cakes, biscuits, candies, confectionery and kindred products and all materials for the same, and doing all things necessary or inci- dent thereto. No. 12. Band Company. THIRD. Said corporation is formed for the purpose of furnishing band and orchestra music and generally to do and carry out all things incident to band and orchestra organizations, including the purchase of all necessary music and instruments, uniforms and other necessary paraphernalia. No. 13. Bank and Trust Company. (G. C. 9703.) THIRD. Said corporation is formed for the purpose of conducting a commercial bank, savings bank, safe deposit com- pany and trust company; exercising all of the powers which may be exercised by a corporation engaged in such business, and the doing of all things necessary or incident thereto. NOTE. The above form combines all the four classes of business authorized by G. C. 9702 and 9703. Omit such classes of business as it is not desired to engage in, if any. Minimum capital stock see G. C. 9704. No. 14. Baseball Club Company. THIRD. Said corporation is formed for the purpose of acquiring, owning, leasing, equipping, improving and maintain- ing suitable grounds for a baseball park, the exhibition of base- ball games and the giving of other exhibitions therein, and the doing of all things necessary or incident thereto. No. 15. Building and Loan Association. (G. C. 9643 et seq.) THIRD. Said corporation is formed for the purpose of raising money to be loaned to its members, and others, and Form 19 OHIO PRIVATE CORPORATIONS. 76 generally the doing of all things and the transaction of all busi- ness authorized by the laws of Ohio to be done and transacted by building and loan associations. No. 16. Building Company. (G. C. 10210.) THIKD. Said corporation is formed for the purpose of constructing and maintaining buildings to be used for hotels, storerooms, offices, warehouses and factories, and to acquire by purchase or lease and to hold, use, mortgage and lease all such real estate and personal property as may be necessary for such purpose, and the doing of all things necessary or incident thereto. No. 17. Business College. THIRD. Said corporation is formed for the purpose of conducting a general business college, including instruction in bookkeeping, banking, penmanship, office practice, shorthand and typewriting, and all branches of study pertaining to a thorough business education, and the doing of all things necessary or incident thereto. No. 18. Butchering Company. THIRD. Said corporation is formed for the purpose of carrying on a general wholesale and retail butcher, provision and food product business, manufacturing of meat foods and a general butcher business in all its branches. No. 19. Car Company. THIRD. Said corporation is formed for the purpose of owning, leasing, operating and furnishing cars for the trans- portation of freight on and over railroad lines, within or with- out the state of Ohio, or partly within and partly without said state, and the transaction of such other business as is incident thereto. 77 FORMS PURPOSE CLAUSES. Form 24 No. 20. Clay and Brick Company. (See G. C. 10137.) THIRD. Said corporation is formed for the purpose of leasing, buying, owning, holding and operating clay, shale, lime- stone, coal and mineral properties; mining, selling and dealing in clay, shale, limestone, coal and other minerals, the manufac- turing therefrom of brick, cement and other products, and the doing of all things necessary or incident thereto. No. 21. Coal Company. (See G. C. 10137.) THIRD. Said corporation is formed for the purpose of leasing, buying, owning, holding and operating coal mines and coal properties in Ohio and other states, manufacturing coke, buying, selling and dealing in coal and coke and the products thereof, and the doing of all things necessary or incident thereto. No. 22. Coal Company, Another Form. THIRD. Said corporation is formed for the purpose of mining coal and dealing in coal, coke and kindred products, by wholesale and retail, and the transaction of all business inci- dental thereto and connected therewith; with power and authority to purchase, sell or lease mineral lands and to purchase, own, lease or control suitable real estate for the transaction of its business. No. 23. Collateral Loan Company. (G. C. 9857 et seq.) THIRD. Said corporation is formed for the purpose of malcing loans on pledges of goods and chattels, and upon mort- gages thereof, and the doing of all things necessary or incident thereto. No. 24. Commercial School. THIRD. Said corporation is formed for the purpose of carrying on the ordinary work of a business or commercial Form 28 OHIO PRIVATE CORPORATIONS. 73 school, and of acquiring and holding the property, whether real or personal, necessary to carry on such work. No. 25. Common Carrier Company. (G. C. 10170.) THIRD. Said corporation is formed for the purpose of making and performing contracts for the carriage of persons and the storage, forwarding, carriage and delivery of property, and doing all things incident thereto and necessary for the con- venient dispatch of its business, and authorized by law. No. 26. Construction Company. THIRD. Said corporation is formed for the purpose of carrying on the general work of a construction company, such as grading, laying track, ballasting, building bridges, and doing any and all work necessary in making and preparing roadbeds for steam, electric and other railroads, and all contract work relating thereto; also construction and contract work of every kind for cities and towns; also the construction and erection of buildings, and in general, doing construction and contract work of every kind. No. 27. Construction Company. Another Form. THIRD. Said corporation is formed for the purpose of carrying on a general contracting, construction and building business with and for individuals, firms, private and public cor- porations and public authorities and bodies, and for that purpose to manufacture, buy, sell and deal in materials and furnish labor, and generally to do all things necessary or incident thereto. No. 28. Construction Company. Another Form. THIRD. Said corporation is formed for the purpose of doing a general contracting and construction business, building, constructing, manufacturing, installing, operating and repairing power plants, bridges, dams, sewers, buildings, machinery and structures of all kinds; buying, selling and dealing in the mate- rials therefor and the doing of all things necessary or incident thereto. 79 FORMS PURPOSE CLAUSES. Form 33 No. 29. Cooperage Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in barrels, boxes and all kinds of cooperage stock and all things incident thereto. No. 30. Co-operative Store Company. THIRD. Said corporation is formed for the purpose of conducting a general store, buying, selling and dealing in gro- ceries, provisions, dry goods, clothing and general merchandise; distributing merchandise to its stockholders at prices not greater than the cost thereof, with expense of distribution, and the doing of all things necessary or incident thereto. No. 31. Dairy Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in butter, cheese, cream and all other dairy products, and the doing of all things necessary or incident thereto. No. 32. Directory Company. THIRD. Said corporation is formed for the purpose of printing and publishing city, county and state directories and of doing a general printing and publishing business. No. 33. Dock and Warehouse Company. (See G. C. 10207.) THIRD. Said corporation is formed for the purpose of establishing, constructing, acquiring, owning, leasing and operat- ing docks, wharves and warehouses in the city of and elsewhere in and adjacent to Lake Erie, and of receiving, shipping and forwarding merchandise and property of all kinds, issuing warehouse receipts therefor and the doing of all things necessary or incident thereto. Form 37 OHIO PRIVATE CORPORATIONS. 80 No. 34. Driving Park Company. THIRD. Said corporation is formed for the purpose of erecting and maintaining a park and grounds, containing drive and speedways for the purpose of recreation and amusement and holding meets therein with horses and vehicles. No. 35. Drug Store Company. THIRD. Said corporation is formed for the purpose of carrying on a wholesale and retail drug, cigar and tobacco busi- ness, buying and selling drugs, druggists' sundries, cigars and tobacco, and also for the purpose of manufacturing, compounding and selling pharmaceutical preparations. No. 36. Dry Goods and Notions Company. THIRD. Said corporation is formed for the purpose of buying, selling and dealing in dry goods, notions, furnishing goods and general merchandise in all their varieties at whole- sale and retail, also acquiring by purchase or lease such prop- erty, both real and personal, as may be deemed necessary or convenient for the aforesaid purposes; also doing all such other things and business as may be necessary, convenient or incident to the main purpose of such corporation. No. 37. Electric Light and Power Company. THIRD. Said corporation is formed for the purpose of manufacturing or otherwise acquiring, transmitting, distributing, selling and supplying electricity to public or private consumers, for light, heat and power purposes; constructing, maintaining and operating all necessary plants, poles, wires, conduits and structures for the transmission and distribution of electricity in the counties of in the municipalities and town- ships of said counties, and for lighting the streets and public and private buildings therein and the doing of all things nec- essary or incident thereto. 81 FORMS PURPOSE CLAUSES. Form 42 No. 38. Elevator Company. (G. C. 10172.) THIRD. Said corporation is formed for the purpose of purchasing and holding real and personal estate, erecting or purchasing and owning the necessary buildings, offices and ma- chinery for the purpose of carrying on the business of receiving, storing, delivering and forwarding grain of all kinds, and the doing of the business of general storage, warehousemen and forwarders of all kinds of produce and merchandise. Said cor- poration shall not deal as buyer or seller, on its own account or for others. No. 39. Embalming Fluid Company. THIRD. Said corporation is formed for the purpose of manufacturing, compounding, buying, selling and trading in embalming fluids, embalming instruments, embalming tables, disinfectants, antiseptics, deodorizers and anything pertaining to the business of embalming, preserving and caring for the human dead. No. 40. Engineering and Construction Company. THIRD. Said corporation is formed for the purpose of doing a general engineering and contracting business; grading, macadamizing and all other work connected with or incident to road and street building, ballasting, railroad construction and concrete work of all kinds, acquiring by lease, purchase or other- wise, real estate and other property necessary or convenient for such purposes and the doing of all things necessary or incident thereto. No. 41. Express Company. THIRD. Said corporation is formed for the purpose of doing a general express business within said state, carrying and delivering express matter. No. 42. Fence Company. THIRD. Said corporation is formed for the purpose of growing and manufacturing hedge and wire fences, dealing in Form 46 OHIO PRIVATE CORPORATIONS. 82 wire, hedge plants, tools, fence machines, patents pertaining to the same, and such other business as may grow out or on account of the said business. No. 43. Foundry Company. THIRD. Said corporation is formed for the purpose of carrying on the business of a foundry and machine shops, for purchasing and owning the necessary real estate, buildings, ma- chinery, tools, fixtures, supplies, for manufacturing and selling the products of said foundry and machine shop, including iron and steel castings, machinery, and generally to carry on a manufactory in iron and steel products. No. 44. Fish Company. THIRD. Said corporation is formed for the purpose of operating fisheries, buying, selling and dealing in, at wholesale and retail, fish, fisheries, materials and supplies; acquiring, owning, holding and disposing of all necessary or convenient real estate, docks, wharves, tugs and other boats, and other property and equipment, and the doing of all things necessary or incident thereto. No. 45. Freight Loading Company. THIRD. Said corporation is formed for the purpose of loading coal, iron ore, freight, merchandise, materials and prop- erty of all kinds from docks or cars to boats, scows, lighters or other vessels, or therefrom to docks, or cars, conducting a gen- eral stevedore business and the doing of all things necessary or incident thereto. No. 46. Gas and Electric Company. (See also Light, Heat and Power Company.) THIRD. Said corporation is formed for the purpose of manufacturing, producing, distributing, furnishing and selling gas and electricity, or either, for light, heat, power and other purposes, and for doing all things incident to said purpose. 83 FORMS PURPOSE CLAUSES. Form 50 No. 47. Natural Gas Company. (See Oil and Gas Company.) No. 48. Artificial Gas Company. THIKD. Said corporation is formed for the purpose of manufacturing gas for light, heat and power, to be made from any and and all substances, or a combination thereof, from which gas can be obtained, and for the purpose of selling and disposing of the same in the city of and elsewhere, with full power to lay pipes and conductors therefor, through the avenues, streets, lanes and alleys thereof, and in such other places as may be necessary or convenient to supply said avenues, streets, lanes and alleys, and any manufactories, public places, buildings, houses or any other place or building whatsoever with gas, for light, heat and power, together with the power to hold, occupy and employ such real and personal estate and to do such other things as may be necessary or convenient to carry out the objects of this corporation, and to manufacture and sell coke and all other products used in the manufacture of gas- No. 49. General Store Company. THIED. Said corporation is formed for the purpose of doing a general merchandise business at wholesale and retail and of buying, selling and dealing at wholesale and retail in dry goods, notions, clothing, gentlemen's furnishing goods, hats, caps, boots, shoes, carpets, groceries, queensware, glassware, wool, live stock, grain, butter, eggs and other country produce. No. 60. Glassware Company. THIRD. Said corporation is formed for the purpose of manufacturing, selling, buying and dealing in, glass bottles, glass jars and all other forms and kinds of glassware; and of doing all other acts and things in any way incidental to or con- nected with such business. Form 54 OHIO PRIVATE CORPORATIONS. 84 No. 51. Greenhouse and Nursery Company. THIRD. Said corporation is formed for the purpose of growing, raising, buying, selling and dealing in any and all kinds of trees, shrubs, vines, plants, flowers, seeds, grains, roots, vegetables, bulbs and fruits; acquiring, holding, owning and selling all real estate and personal property necessary or con- venient in carrying out of said purpose and the doing of all things necessary or incident thereto. No. 52. Heating Company. THIRD. Said corporation is formed for the purpose of making and supplying steam and steam heat for both public and private consumption and use; also the supplying of hot water for said use; and the purchase and use of such tools, engines, pipes and other apparati necessarily incident to said business; and to acquire franchises and privileges to so supply said steam, steam heat and hot water. No. 53. Hotel and Restaurant. THIRD. Said corporation is formed for the purpose of doing a general hotel, restaurant, catering and cafe business, and the doing of all things necessary or incident thereto. NOTE. For hotel building company, see Building Company. No. 54. House Furnishing Company. THIRD. Said corporation is formed for the purpose of manufacturing, leasing, buying, selling and dealing in house, store and other furniture and furnishings and cabinet work of all kinds and to do all things incident thereto, including selling said goods on installments. 85 FORMS PURPOSE CLAUSES. Form 57 INSURANCE COMPANIES. No. 55. Employers' Liability, Accident and Health Company. (G. C. 9510.) THIRD. Said corporation is formed for the purpose of making insurance on the health of individuals and against per- sonal injury, disablement or death, resulting from traveling or general accidents by land and water; making insurance against loss or damage resulting from accident to property, from cause other than by fire or lightning; making insurance to indemnify employers against loss or damage for personal injury or death resulting from accidents to employes or persons other than em- ployes and of indemnifying persons and corporations other than employers against loss or damage for personal injury or death resulting from accidents to other persons or corporations. No. 56. Fidelity and Guarantee Company. (G. C. 9510.) THIRD. Said corporation is formed for the purpose of guaranteeing the fidelity of persons holding places of public or private trust, who may be required to, or do, in their trust ca- pacity, receive, hold, control, disburse public or private moneys or property; of guaranteeing the performance of contracts other than insurance policies; executing and guaranteeing bonds and undertakings required or permitted in all actions or proceed- ings, or by law allowed; and indemnifying bank depositors against loss by reason of bank suspension and failure, and doing any and all things necessary or incident thereto. No. 57. Fire Insurance Company. (G. C. 9510, 9556.) THIRD. Said corporation is formed for the purpose of insuring houses, buildings and all other kinds of property in and out of the state, against loss or damage by fire, lightning and tornadoes, and explosions from gas, dynamite, gunpowder, and other like explosives, and against loss or damage by water, caused by the breakage or leakage of sprinklers, pumps, tanks, Form 59 OHIO PRIVATE CORPORATIONS. 86 water pipes and fixtures connected therewith, and insuring against loss by the theft of automobiles and accessories, and against damage thereto from this cause, and the making of all kinds of insurance on goods, merchandise and other property in the course of transportation, on land, water or on a vessel, boat or wherever it may be. No. 58. Mutual Protective Insurance Association (Fire, etc.). (G. C. 9593, 9594.) (Insert in articles of incorporation of corporation not for profit, Form No. 138.) THIRD. Said corporation is formed for the purpose of enabling its members to insure each other against loss by fire and lightning, cyclones, tornadoes, or wind storms, hail storms and explosions from gas, to enforce any contract by them en- tered into whereby the parties thereto agree to be assessed spe- cifically for incidental purposes and for the payment of losses which occur to its members on property in this state, subject to the limitations of section 9593 of the General Code of Ohio. No. 59. Life, Accident, etc., Insurance Company. (Corporation for Profit.) (G. C. 9339, 9385, 9340). THIRD. Said corporation is formed for the purpose of mak- ing insurance on the lives of individuals, and every insurance appertaining thereto or connected therewith, in Ohio and else- where, on the stock plan, and granting, purchasing and disposing of annuities, and, further, of insuring against accidents to, and sickness, temporary or permanent physical disability, of, individ- uals, and the doing of all things necessary or incident thereto. (As to the following special provisions, see G. C. 9340.) FOURTH. The corporate powers of said corporation are to be exercised according to the provisions of Chapter 1, Subdi- vision 1 of Division III, Title IX, Part Second, of the General Code of Ohio, and of the regulations and by-laws of said cor- poration. FIFTH. The number of directors of said corporation shall be twenty-one (21) all of whom shall be stockholders and a majority of whom shall be citizens of the state of Ohio. The directors shall be elected at the annual meeting of the stock- holders of the corporation on the second Monday in January in 87 FORMS PURPOSE CLAUSES. F onn 61 each year and shall hoH office until the next annual meeting of the stockholders and until their successors are chosen and quali- fied. The other officers of said company shall be elected an- nually by the board of directors at the first regular meeting or special meeting of the board after such annual election. In the event of a vacancy occurring in said board by death or other- wise, the same shall be filled by the affirmative vote of a major- ity of the members of the board of directors. SIXTH. Regulations for the government of the business and affairs of the company, not inconsistent with law, may be adopted, changed or amended by a majority vote of the share- holders at any annual meeting or at any special meeting, pro- vided notice of such special meeting shall show that an amend- ment of the regulations will be proposed. The board of direct- ors of the corporation may from time to time adopt, change, amend or repeal by-laws not inconsistent with law, governing the transaction of its business and affairs. SEVENTH. The capital stock of said company and the amount of capital to be employed shall be one hundred thousand ($100,000) dollars divided into ten thousand (10,000) shares of ten dollars ($10.00) each. No. 60. Mutual Protective Association. (Life and Accident.) (G. C. 9427 et seq.) (Insert in articles of incorporation of corporation not for profit, Form No. 138.) THIRD. Said corporation is formed for the purpose of trans- acting the business of life (and accident) insurance, on the as- sessment plan, under sections 9427, 9428 and 9429 of the General Code of Ohio, and of doing all things necessary and incident thereto. No. 61. Live Stock Insurance Company. (G. C. 9510, 9524.) THIRD. Said corporation is formed for the purpose of making insurance on the lives of horses, cattle and other live stock against loss by death caused by accident, disease, fire or lightning, and against loss by theft and damage by accident, and the doing of all things necessary and incident thereto. Form 64 OHIO PRIVATE CORPORATIONS. 88 No. 62. Live Stock Mutual Protective Association. (G. C. 9608, 9609.) (Insert in articles of incorporation of coporation not for profit, Form No. 138.) THIRD. Said corporation is formed for the purpose of enabling its members to insure each other against loss from death of domestic animals, and to enforce any contract by them entered into, whereby they specifically agree to be assessed for the payment of losses and incidental expenses. No. 63. Credit Insurance Company. (G. C. 9621.) THIRD. Said corporation is formed for the purpose of guar- anteeing and indemnifying merchants, manufacturers, traders and those engaged in business, and giving credit, from loss and damage by reason of giving and extending credit to their cus- tomers and those dealing with them, and the doing of all things necessary and incident thereto. FOURTH. (Add paragraphs Fourth, Fifth, Sixth and Sev- enth, of Articles of Life, Accident, etc., Insurance Company, Form No. 59.) See G. C. Sees. 9621, 9340, 9341. No. 64. Interurban and Street Railway Company. (G. C. 9117.) THIRD. Said corporation is formed for the purpose of constructing, building, acquiring, by purchase, lease or other- wise, and owning, maintaining and operating a line of railroad with rights of way, roadbed, single or double tracks, side tracks, switches, spurs, turnouts, branches, extensions, stations, depots, terminals, way stations, freight houses, power houses, lines for the transmission of electric power, telegraph and telephone lines, and all other necessary or convenient appurtenances and appli- ances incidental to the operation of a railroad; said railroad to be operated by electric or other motive power except animal power; of acquiring and holding real estate and personal prop- erty and all equipment and accessories necessary, convenient and proper to carry out the purposes herein mentioned, of construct- ing, owning and operating power plants for the generating of elec- tricity by steam, water or other motive power, the same to be 89 FORMS PURPOSE CLAUSES. p or m 67 used in propelling its cars, rolling stock and machinery; of using, supplying and selling electricity so generated, for heat, light, power and other purposes, and receiving compensation therefor; for transporting passengers, packages, express matter, United States mail, baggage and freight, and engaging in the general business of a common carrier upon its railroad, or lines of rail- way, telegraph and telephone lines; and with full right to pur- chase, lease, sublease or otherwise acquire electricity or other motive power. Said line of railroad shall have the city of , county of , state of Ohio, for one terminus, and the city of , county of , state of Ohio, for its other terminus, and shall pass through the following named coun- ties in the state of Ohio, to wit : No. 65. Iron Company. (G. C. 10143.) THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in iron and steel and the various products and forms thereof. No. 66. Light, Heat and Power Company. THIRD. Said corporation is formed for the purpose of producing, acquiring, buying, leasing, using, furnishing, supply- ing, selling, transmitting, and distributing light, heat and power, generated by means of gas, electricity, steam or hot water, or any or all of them, and in connection therewith, of constructing, acquiring, purchasing, using, leasing or purchasing plants, works, constructions, or parts thereof for the production, use, trans- mission, distribution, regulation, control or application of gas, electricity, steam or hot water, and the doing of all things neces- sary or incident thereto. No. 67. Live Stock Company. THIRD. Said corporation is formed for the purpose of buy- ing, breeding, raising, selling and dealing in horses, cattle and all other kinds of live stock, vehicles, harness and other equip- ment therefor, and the doing of all things necessary or incident thereto. Form 71 OHIO PRIVATE CORPORATIONS. 90 No. 68. Lodge Building Company. (G. C. 10196.) THIRD. Said corporation is formed for the purpose of erect- ing, equipping and maintaining a building, to be used and oc- cupied by (specify two or more lodges which will occupy the building) as a lodge room and club house; of ac- quiring, owning, holding and disposing of real estate and per- sonal property necessary or convenient to carry out the purpose aforesaid and the doing of all things necessary or incident thereto. No. 69. Lumber Company. THIRD. Said corporation is formed for the purpose of doing a general manufacturing and wholesale lumber business; manufacturing wood products of every description; buying, sell- ing and dealing in lumber, at wholesale or retail, in its own behalf and as agent, factor, or broker; acquiring, by lease, pur- chase or otherwise, and holding and disposing of such timber lands and other real and personal property as is necessary or convenient for carrying out the foregoing purpose and the doing of all things necessary or incident thereto. No. 70. Mail Order Company. THIRD. Said corporation is formed for the purpose of con- ducting a mail order business in a general line of (specify articles to be dealt in) and the doing of all things nec- essary or incident thereto. No. 71. Mail Tube Company. (See G. C. 3645-1.) THIRD. Said corporation is formed for the purpose of es- tablishing and carrying on the business of transporting and de- livering United States mail, messages, packages, commercial bundles, and merchandise; conducting a general forwarding busi- ness by and through subways, underground tubes, tunnels, con- duits and other similar means, operated by air, electricity or 91 FORMS PURPOSE CLAUSES. Form 75 other motive power, and also by vehicles, and motor vehicles; transmitting and supplying power along the line of its subways, mail tubes, tunnels, or conduits; acquiring, holding, owning, leas- ing, and disposing of inventions, letters patent and patent rights relating to such tubes, tunnels, or conduits and the motive power thereof, and the doing of all things necessary or incident thereto. No. 72. Manufacturing Company. (See G. C. 10137 to 10141.) THIRD. Said corporation is formed for the purpose of man- ufacturing, buying, selling and dealing in (specify articles to be manufactured) ; of acquiring, owning, holding and selling real estate and personal property necessary or convenient to carry out the purpose aforesaid and the doing of all things necessary or incident thereto. No. 73. Market House Company. (G. C. 10151.) THIRD. Said corporation is formed for the purpose of con- structing and maintaining a market house in , Ohio, and exercising all the powers which may be exercised by such corporations under the laws of Ohio. No. 74. Mausoleum Company. THIRD. Said corporation is formed for the purpose of erect- ing, maintaining, operating and selling mausoleums, crypts, vaults and burial places for the dead; caring for, preserving and pro- tecting dead bodies and the doing of all things necessary or inci- dent thereto. No. 75. Meat Market Company. THIRD. Said corporation is .formed for the purpose of buying, selling and dealing in meats, fish, fowl and provisions and the doing of all things necessary or incident thereto. Form 79 OHIO PRIVATE CORPORATIONS. 92 No. 76. Men's Furnishing Company. THIED. Said corporation is formed for the purpose of dealing in woolens, trimmings and fabrics used in connection with the tailoring business; in the manufacture, purchase and sale of custom made and ready made clothing of every kind and nature and for the purpose of dealing in furnishing goods. No. 77. Mercantile Agency Company. THIRD. Said corporation is formed for the purpose of compiling, collecting, publishing and selling commercial credit rating and other directories, collecting accounts, furnishing reports and abstracts and certificates of titles and the per- forming of such other business as usually pertains to the pub- lishing of reference and other directories, making collections and furnishing financial reports and abstracts and certificates of titles with the right to acquire and hold by lease or pur- chase, such real and personal estate as may be necessary to the carrying on of said business. No. 78. Mercantile or Trading Company. THIRD. Said corporation is formed for the purpose of buy- ing, selling and dealing in, at wholesale or retail, (specify kinds of merchandise to be dealt in, as "cigars, tobacco, pipes and smokers' supplies") and the doing of all things nec- essary and incident thereto. No. 79. Messenger Service Company. THIRD. Said corporation is formed for the purpose of constructing, maintaining, leasing and operating lines of tele- graph for the private use of individuals, firms, corporations, municipal and otherwise, for general business, for police, fire and burglar alarm telegraph service, and in connection there- with for constructing, owning and operating a general mes- senger, delivery and district telegraph service, a general collec- tion, storage and delivery of packages, freight and other proper- ties, for the constructing, owning and operating of a local sys- tem of electrical call-boxes for messages, messengers, fire and burglar alarm signals and signals for police and fire patrol and 93 FORMS PURPOSE CLAUSES. Form 82 night watchmen, and for any other purpose or purposes in con- nection therewith or incident thereto; also the manufacture and sale of any and all electrical or other appliances, supplies and fixtures necessary or incidental to the carrying on of said busi- ness, and also to carry on a general electrical construction and supply business, and to generate and supply electricity for any and all purposes. Said company may also act as advertisers, distributors and general agents for handling the business and collecting and re- mitting funds in connection therewith, of corporations, firms or individuals. It may engage in the business of furnishing sta- tionery and advertising matter, devices and novelties of all kinds. No. 80. Millinery Company. THIRD. Said corporation is formed for the purpose of manufacturing, importing, buying, selling, jobbing and dealing in millinery of every description and doing all things incident thereto, and for owning and holding such real and personal prop- erty as may be necessary or convenient therefor. No. 81. Milling Company. THIRD. Said corporation is formed for the purpose of owning, controlling and operating flour and grist mills, and for buying and selling, at wholesale and retail, and dealing in, grain, seed, flour, feed and kindred merchandise, and for the purpose of owning all machinery, privileges, real estate and other property needed in carrying on such business, and for doing all things incident to such purposes and business. No. 82. Mineral Springs Company. THIRD. Said corporation is formed for the purpose of preparing, manufacturing, bottling, buying, selling, vending, dealing in and furnishing to dealers and consumers, drinking and table water; carbonated water, carbonated and other non- intoxicating beverages, and to do all things incident thereto, and for the further purpose of manufacturing, buying, selling and dealing in such machinery, tanks, fountains, bottles and other material as may be used in connection with or in or about the preparation, manufacture, dealing in or furnishing such water or beverages and to do all things incident thereto. Form 87 OHIO PRIVATE CORPORATIONS. 94 No. 83. Mining Company. (See G. C. 10137, 10139, 10142 and 10143.) THIRD. Said corporation is formed for the purpose of mining, manufacturing and dealing in any and all kinds of ores, minerals and metals, and acquiring and selling any and all real estate and personal property in the state of Ohio and elsewhere necessary or convenient for the better transaction of the business of the company, and to insure or aid in the carry- ing out of the general powers of the company, and the doing of all things necessary or incident thereto. No. 84. Motion Picture and Vaudeville Theater Company. THIRD. Said corporation is formed for the purpose of purchasing, renting and holding real estate and constructing buildings thereon for the purpose of operating and conducting motion picture and vaudeville entertainments and the doing of all things necessary or incident thereto. No. 85. Motion Picture and Vaudeville Theater. Another Form. THIRD. Said corporation is formed for the purpose of buying, leasing or otherwise acquiring and owning, holding, operating and conducting motion picture and vaudeville theaters and the doing of all things necessary or incident thereto. No. 86. Musical Instrument Company. THIRD. Said corporation is formed for the purpose of manufacturing, purchasing, selling and dealing in all kinds of pianos, organs, automatic pianos, instruments of all kinds, ap- pliances, supplies and all things incident thereto. No. 87. Ohio River Bridge Company. (G. C. 9310 et seq.) THIRD. Said corporation is formed for the purpose of constructing, owning, maintaining and operating a toll bridge 95 FORMS PURPOSE CLAUSES. Form 90 over the Ohio River, with one or more tracks, for railway and highway traffic from a point in Township, County, Ohio, on the northerly side of said river to a point in Township, County, State of , on the southerly side of said river, with suitable avenues and approaches thereto, and for such purposes and objects to have the powers enumerated and conferred on such companies by sections 9310 to 9313 of the General Code of Ohio and the doing of all things necessary or incident thereto. No. 88. Oil and Gas Company. (See G. C. 10137, 10139.) THIRD. Said corporation is formed for the purpose of drilling for and accumulating petroleum oil and natural gas, buying and selling oil and gas rights, privileges and leases, and oil and gas and the products thereof, leasing oil and gas terri- tory, refining, manufacturing and dealing in oil, dealing in land containing oil and other minerals and the doing of all things necessary or incident thereto. No. 89. Oil and Gas Company. Another Form. THIRD. Said corporation is formed for the purpose of leasing, acquiring, holding, operating and disposing of petroleum oil and natural gas properties, drilling for petroleum oil and natural gas, producing, accumulating and disposing of petroleum oil and natural gas, and the products thereof; manufacturing, distilling, refining and otherwise converting such oil and gas and the products thereof, and marketing and disposing of the same, and the doing of all things necessary or incident thereto. No. 90. Orchard Land Company. THIRD. Said corporation is formed for the purpose of buying, selling and dealing in orchard lands, and the products thereof, cultivating and maintaining orchards and nurseries, and the doing of all things necessary or incident thereto. Said corporation is formed subject to the provisions of section 8648 of the General Code of Ohio. Form 94 OHIO PRIVATE CORPORATIONS. 96 No. 91. Pipe Line Company. (G. C. 10128.) THIRD. Said corporation is formed for the purpose of transporting oils and other fluids through tubing and pipes and for handling and storing the same in tanks or otherwise and exercising ail the powers which may be exercised by such cor- porations under the laws of Ohio. No. 92. Plumbing and Heating Company. THIRD. Said corporation is formed for the purpose of doing the business of plumbing, heating, gas fitting, sewer build- ing and buying, selling and dealing in all kinds of material and supplies used by or in said above trades or business; of owning, manufacturing, selling, leasing for hire and dealing in mechan- ical devices, machinery and articles of all kinds made and con- nected and in accordance with any or all letters patent of the United States or foreign countries heretofore or hereafter granted pertaining to said above trades or business. Also to purchase, own and control patents whether domestic or foreign pertaining to said above trades or business and of licensing others to use the same for hire. No. 93. Pottery Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying and selling china pottery and earthen- ware; to decorate and embellish the same; to mine and manu- facture and deal in china clay, flint and feldspar and all mate- rials of any nature used in the manufacture of said wares and to acquire, hold and possess and sell real estate and other property necessary for the proper and convenient conduct of said business for profit. No. 94. Printing and Publishing Company. THIRD. Said corporation is formed for the purpose of doing a general printing, publishing, binding, engraving, electro- typing and lithographing business, and the doing of all things necessary and incident thereto. 97 FORMS PURPOSE CLAUSES. Form 96 No. 95. Publishing Company. THIRD. Said corporation is formed for the purpose of printing and publishing newspapers, magazines, periodicals; conducting a general advertising and printing business and the doing of all things necessary or incident thereto. No. 96. Railroad Company. THIRD. Said corporation is formed for the purpose of building, constructing, acquiring by purchase, lease or other- wise, and owning, maintaining and operating a railroad with rights of way, roadbed, tracks, side tracks, spurs, switches, sta- tions, depots, terminals, way stations, freight houses, power houses, lines for the transmission of electric power, telegraph and telephone lines, and all necessary, useful and convenient buildings and structures, having the city of , county of , state of Ohio, for one terminus and the city of , county of , state of Ohio, for its other terminus, and passing through the following named counties in the state of Ohio, to wit : and , and with branches from said main line to towns or places within the lim- its of said counties, or to connections with other railroads within the state, or to mines, clay banks, quarries, manufacturing estab- lishments, elevators, warehouses and navigable waters; said rail- road to be operated by steam, electric or other motive power; and of building, constructing, manufacturing and acquiring, by purchase, lease or otherwise, the necessary engines, locomotives, motors, cars, coaches, rolling stock and equipment of all kinds necessary, sufficient and convenient for the proper and profitable operation of such railroad; of owning real estate in all the said counties sufficient and proper for maintaining such stations, de- pots, terminal facilities, way stations, freight houses, power houses and yards necessary, sufficient and convenient for the proper and profitable operation of a complete railroad system; of owning real estate, with buildings, structures, machinery, tools and other appliances sufficient for shops and repair shops, for the purpose of making, manufacturing, building and repairing engines, locomotives, motors, cars, coaches and rolling stock and equipment of all kinds. Form 101 OHIO PRIVATE CORPORATIONS. 98 No. 97. Real Estate Company. (G. C. 8648-8650). THIRD. Said corporation is formed for the purpose of buying, selling and dealing in real estate and the doing of all things incident thereto, subject to the provisions of sections 8648, 8649 and 8650 of the General Code of Ohio and is to exist for the term of twenty-five years. No. 98. Sales Agency Company. THIRD. Said corporation is formed for the purpose of doing a general agency and commission business, buying, sell- ing and dealing in (specify articles) for itself and as agent, factor and broker and the doing of all things neces- sary or incident thereto. No. 99. Sand and Gravel Company. THIRD. Said corporation is formed for the purpose of acquiring, by dredging, purchase, or otherwise, selling and dealing in sand, gravel, crushed stone and building materials and supplies, and the doing of all things necessary or incident thereto. No. 100. Sanitorium Company. (G. C. 8624.) THIRD. Said corporation is formed for the purpose of erecting, owning and conducting sanitoriums for the receiving of and caring for patients and for the medical, surgical and hygienic treatment of such patients, and for instruction of nurses in the treatment of disease and hygiene. No. 101. Sanitorium and Drug Company. THIRD. Said corporation is formed for the purpose of manufacturing, compounding, using, buying, selling and deal- ing in drugs, medicines, surgical instruments, chemicals and formulae ; erecting, owning and conducting sanitoriums or hos- pitals for the receiving and caring for patients, and for the medical, surgical and hygienic treatment of the diseases of such 99 FORMS PURPOSE CLAUSES. Form 105 patients, and for the instruction of nurses in the treatment of disease and in hygiene, and of doing all things necessary to carry out, or incident to, said purpose. No. 102. Scenic Railway Company. THIRD. Said corporation is formed for the purpose of manufacturing, operating and selling scenic and pleasure rail- ways of improved construction covered by letters patent of the United States; to acquire the control of said and future patents upon or in relation to such railways; to introduce said structures into public use; and, in connection with said business, to man- ufacture, use and vend such articles as may be conveniently and profitably dealt with in that connection; and to acquire and use such property as may be necessary or convenient for the afore- said business of the company. No. 103. Securities Company. THIRD. Said corporation is formed for the purpose of acquiring, owning, holding and disposing of stocks in other kin- dred but not competing private corporations, bonds, notes, bills of exchange, mortgages, bills of lading, warehouse receipts and other securities, as owner, agent, factor or broker; promoting, financing, developing and otherwise furthering the lawful enter- prises of others and the doing of all things necessary or incident thereto. No. 104. Securities Company. Another Form. THIRD. 'Said corporation is formed for the purpose of carrying on a general brokerage business, dealing in stocks, of other kindred and not competing corporations, bonds and other kinds of securities and commercial paper; acting as financial agent for corporations, firms and persons, and the doing of all things necessary or incident thereto. No. 105. Sewerage Company. ((G. C. 10157 ec seq.) THIRD. Said corporation is formed for the purpose of constructing, maintaining and operating a sewer on Form 109 OHIO PRIVATE CORPORATIONS. 100 Avenue, Ohio, draining the streets, alleys, buildings and grounds lying contiguous and adjacent to said avenue, and the doing of all things necessary or incident thereto. No. 106. Stock- Yard Company. (G. C. 10211). THIRD. Said corporation is formed for the purpose of erecting and maintaining pens, buildings and other structures for the safe keeping of live stock intrusted to it on sale or other- wise, and to purchase or lease such real estate as may be neces- sary for the convenient prosecution of said business. No. 107. Taxicab and Garage Company. THIRD. Said corporation is formed for the purpose of doing a general taxicab and automobile livery business, acquiring, owning, operating, letting and renting automobiles, taxicabs, motor and other vehicles for hire, in the transportation of per- sons and property; the conducting of a general automobile garage and repair business; buying, selling and dealing in auto- mobile supplies, parts and accessories, and the doing of all things necessary or incident thereto. No. 108. Telephone Company. THIRD. Said corporation is formed for the purpose of building, purchasing, equipping, maintaining and operating tele- phone exchange systems and furnishing telephone service in and neighboring townships and villages. One ter- minus of said improvement will be in county of , Ohio, and the other terminus will be in , county of , Ohio, with lines extending into (specify route). No. 109. Telephone Company. (Local.) THIRD. Said corporation is formed for the purpose of constructing, maintaining and operating a telephone exchange system in the city of , Ohio, and in the county of , in said state. 101 FORMS PURPOSE CLAUSES. Form 113 No. 110. Telephone Company. (Mutual.) THIRD. Said corporation is formed for the purpose of giving its members, together with their families and help in business relations, free telephone service over any of its lines and to enforce any of its contracts which may be by them en- tered into by which those entering shall agree to be assessed specifically for incidental purposes and for the payment of ex- change services. No. 111. Tennis Club Company. THIRD. Said corporation is formed for the purpose of promoting the game of tennis; acquiring, by lease, purchase or otherwise, owning, holding and selling such real estate and per- sonal property as may be necessary or convenient for construct- ing, equipping and maintaining tennis courts and club houses for its members and guests, and the doing of all things neces- sary or incident thereto. No. 112. Theater Company. THIRD. Said corporation is formed for the purpose of operating theaters for the exhibition of motion pictures, shows and theatrical performances, the providing of other forms of public entertainment and amusement; of constructing, buying, leasing, owning, maintaining and selling such real estate, build- ings and personal property as may be necessary or convenient to the carrying out of said purpose, and the doing of all things necessary or incident thereto. No. 113. Title Guarantee and Trust Company. (G. C. 9850.) THIRD. Said corporation is formed for the purpose of preparing and furnishing abstracts and certificates of title to real estate, bonds, mortgages and other securities; guaranteeing such titles, the validity and due execution of such securities, and the performance of contracts incident thereto; making and nego- tiating loans for itself and as agent or trustee for others, and guaranteeing the collection of interest and principal , of such loans; taking charge of and selling, mortgaging, renting or Form 117 OHIO PRIVATE CORPORATIONS. 102 otherwise disposing of real estate for others, and performing all the duties of an agent relative to property deeded or otherwise entrusted to it; owning real estate, as a place for carrying on its business, and to do any and all things necessary or inci- dental to an abstract, title guarantee and loaning business, and the transaction of any and all business incidentally or necessarily connected with each or all of the foregoing provisions. No. 114. Towel Supply Company. THIRD. Said corporation is formed for the purpose of buying, selling, leasing and otherwise supplying white coats, aprons, towels, napkins and other linen, soap, combs, brushes and other toilet articles, with cabinets therefor, to persons, firms and corporations, in offices, stores, factories and other places, con- ducting a laundry, and the doing of all things necessary or in- cident thereto. No. 115. Trade Secrets and Patents Company. THIRD. Said corporation is formed for the purpose of applying for, acquiring, leasing, purchasing, registering, holding, owning and using any and all trade secrets, processes, inventions and improvements whether secured by letters patent in the United States or elsewhere, or otherwise; operating, manufac- turing and using the same; selling, assigning, granting of licenses in respect of, and otherwise disposing of the same and the doing of all things necessary or incident thereto. No. 116. Transfer Company. THIRD. Said corporation is formed for the purpose of transferring, moving and delivering baggage, household goods and other personal property, the carrying of passengers and prop- erty by automobiles, trucks and other vehicles in the city of , Ohio, and in the vicinity thereof and the doing of all things necessary or incident thereto. No. 117. Undertaking Company. THIRD. Said corporation is formed for the purpose of engaging in the undertaking business; buying, selling, renting, supplying and furnishing caskets, coffins and burial and funeral 103 FORMS PURPOSE CLAUSES. p orm 120 supplies and furnishings; owning and operating an ambulance and coach service and the doing of all tilings necessary or inci- dent thereto. No. 118. Union Interurban Depot and Terminal Company. (G. C. 9169-1 et seq.) THIRD. Said corporation is formed for the purpose of constructing, owning, maintaining and operating a union elec- tric interurban terminal depot and connecting tracks, with all necessary and proper yards, tracks, buildings and structures for the use of interurban and street railways, with all the rights, privileges and powers incident thereto or connected therewith, and with all the properties, rights, privileges and powers given or granted to such a corporation under any general or special law of the state of Ohio, including the power to purchase, ap- propriate or condemn private lands for the purpose aforesaid and to hold and improve the same, and also the power of acquir- ing all necessary, proper or desirable rights of way or franchises for electric interurban railways to enter said interurban ter- minal and depot buildings and grounds. Said union electric interurban terminal and depot and connecting tracks and the improvements connected therewith shall be located in the city of , county of , and state of NOTE. Articles of union depot company, see form No. 127. No. 119. Vessel Company. THIRD. Said corporation is formed for the purpose of purchasing, building, leasing, chartering, acquiring, owning, op- erating and selling steamboats and all other kinds of vessels and water craft, the doing of a general freight and passenger busi- ness, and towing; of acquiring, by purchase or otherwise, such real estate, docks, wharfs, equipment, appliances and other prop- erties as may be necessary or convenient to carry out such pur- pose and the doing of all things necessary or incident thereto. No. 120. Warehouse Company. THIRD. Said corporation is formed for the purpose of establishing, maintaining and conducting warehouses for the storage, receipt, custody, shipment and forwarding of personal property and chattels of all kinds; issuing warehouse receipts therefor; acquiring, holding, owning and selling real estate and personal property, including trucks and moving vans, necessary Form 124 OHIO PRIVATE CORPORATIONS. 104 or convenient in the carrying out of said purpose and the doing of all things necessary or incident thereto. No. 121. Waste Paper and Junk Company. THIRD. Said corporation is formed for the purpose of buying and otherwise acquiring, selling and dealing in waste paper, rags, bottles, broken glass, zinc, iron, rubber, brass, junk and other kindred articles and the doing of all things necessary or incident thereto. No. 122. Water Transportation Company. THIRD. Said corporation is formed for the purpose of purchasing, chartering, acquiring, owning, handling or operating steamships, vessels and other vessel property or interest therein; purchasing, constructing or owning all necessary or proper terminal facilities, including all real estate and personal prop- erty as may be suitable or necessary thereto and doing all such things as may be properly incident to the above enumerated purposes. No. 123. Water Transportation Company. Another Form. THIRD. Said corporation is formed for the purpose of building, buying, selling, leasing and renting boats, barges and all kinds of water craft and operating the same in towing, freight- ing and transporting, by water, of any and all kinds of merchan- dise and property, and the doing of all things necessary or inci- dent thereto. No. 124. Waterworks Company. THIRD. Said corporation is formed for the purpose of supplying the city of and the inhabitants thereof and individuals, firms, corporations, townships and municipali- ties within said city and in the vicinity thereof with water for domestic, sanitary, manufacturing, fire and other purposes; of acquiring, erecting, maintaining, owning and operating all nec- essary, expedient or convenient pumping stations, settling basins, filtering galleries, reservoirs, water towers, buildings, structures, engines, machinery, appliances and equipment; of acquiring, lay- ing and maintaining in public streets, alleys, lanes, highways and public and private grounds, pipe lines, conduits and con- nections through which to distribute water; and of acquiring, by lease, purchase or otherwise, owning, selling and conveying all such real estate, water rights, easements and franchises as may 105 FORMS PURPOSE CLAUSES. Form 12? be necessary or convenient to carry into effect the corporate pur- poses aforesaid and the doing of all things necessary or incident thereto. No. 125. Wine or Liquor Company. THIRD. Said corporation is formed for the purpose of manufacturing and selling at wholesale and retail spirituous, malt and vinous, distilled or fermented liquors, wines and other beverages. To acquire and own all such real estate and personal property as may be necessary or convenient to the successful accomplish- ment of the above objects and purposes. No. 126. Wrecking Company. THIRD. Said corporation is formed for the purpose of erecting, purchasing, moving, wrecking, selling and erecting buildings and structures and building material and the doing of all things necessary or incident thereto. No. 127. Union Depot Company. Articles of Incorporation. (G. C. 9160 et seq.; 106 v. 317.) The undersigned, A. B., president of The E. F. Railroad Company, and C. D., president of The G. H. Railroad Company, having been thereto duly authorized and directed by resolutions of the boards of directors of said railroad companies, respectively, duly passed, hereby associate said companies to become a body corporate, in accordance with the laws of the state of Ohio, under the following articles: 1. The name of said corporation shall be "The Union Depot Company." 2. The names of said companies are The E. F. Railroad Company and The G. H. Railroad Company, and said corpora- tion is formed for the purpose of purchasing or leasing depot grounds, and locating, constructing and maintaining a common or union station house, passenger and freight depot, and term- inal and connecting tracks for the use of both steam and elec- tric railroads ; and of constructing, maintaining and operating in connection with its terminals and station a terminal rail- road with two or more tracks connecting the railroads of one or more companies; and of constructing and maintaining ware- houses, stores, office buildings, hotels and other structures for the accommodation of the public and of operating or leasing the same; and exercising all the powers which may be exer- cised by such corporations under the laws of Ohio. Form 128 OHIO PRIVATE CORPORATIONS. 1Q6 Said depot, terminals, connection tracks and structures to be operated in connection therewith are to be constructed in the city of , Ohio. 3. The amount of capital stock necessary to obtain a site, and construct, maintain and operate such depot, terminals, tracks and other structures is dollars ($....). In witness whereof, the presidents of said companies, on behalf of said companies, have hereunto set their hands and caused the seals of said companies, respectively, to be hereto affixed this .... day of , A. D. 19 ... (Corporate seal.) The E. F. Eailroad Company. Attest , Secretary. By A. B^, President. (Corporate seal.) The G. H. Eailroad Company. Attest , Secretary. By C. D., President. NOTE. For articles of interurban depot and terminal company, see form No. 118. No. 128. Record of Organization Proceedings of Corporations for Profit. NOTE. Every corporation should have a permanent record book con- taining a record of the proceedings of the incorporators, stockholders and directors. On the title page should be entered "Record of Proceed- ings of the Incorporators, Stockholders and Directors of The .... Com- pany." On the first page an entry substantially as follows should be made: 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 cor- porate, in accordance with the general corporation laws of Ohio, under the name and style of The Company, and with all the corporate rights, powers, privileges and liabilities provided for by such laws, did subscribe and acknowledge, as required by law, articles of incorporation as follows, to wit: (Copy in full the articles of incorporation, together with the certificate of acknowledgment and certificate of the clerk as to the official character of the officer taking the acknowledgment. A copy of the articles is furnished by the secretary of state, and the certificate of the secretary of state as to the filing and recording of the articles should also be copied into the record.) (1) PROCEEDINGS OF INCORPORATORS. On this day of ,19 , all (or "a majority") of the incorporators of The Company met at to order the opening of books of subscription to the capital stock 107 FORMS ORGANIZATION PROCEEDINGS. Form 128 of said The Company ; to fix the time and place for such opening and to waive the notice of such opening required by law to be given; and having agreed upon the same the fol- lowing 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. (a) ORDER FOR, AND WAIVER OF NOTICE OF, OPENING OF BOOKS OF SUBSCRIPTION. , Ohio, , 19... The undersigned, being (all, or, a majority) of the subscribers to the articles of incorporation of The Com- pany, do hereby order that books be opened for subscriptions to the capital stock of said Company at the office of , in the city of , , county, Ohio, on the day of , 19. ., at o'clock . . M., and we do hereby in writing waive (or order) the notice by publication of the time and place of such opening of books of subscription, required by law. Incorporators. NOTE. If all the incorporators are not present to waive notice, or if publication is deemed best, the foregoing forms should be changed in such particulars and the following notice must be published at least thirty days before the time set for opening in a newspaper published or generally circulated in the county where the books of subscription are to be opened: (b) NOTICE OF OPENING BOOKS FOR SUBSCRIPTIONS TO CAPITAL STOCK OF THE COMPANY. Pursuant to an order this day made by the undersigned, books for subscriptions to the capital stock of The Company will be opened at the office of , in the city of , county, Ohio, on , 19. ., at o'clock . . M. , Ohio, , 19... Incorporators. Form 128 OHIO PRIVATE CORPORATIONS. 108 ORDER DESIGNATING ONE INCORPORATOR TO RECEIVE PAY- MENT OF INSTALMENTS OF SUBSCRIPTIONS. "We, the undersigned, do hereby designate and appoint to receive payment, from the subscribers to the capital stock of The Company, of the instalments required by law to be paid on their respective subscriptions; the same to be paid to the treasurer of said corporation as soon as a treasurer is elected and qualified. Incorporators. (d) SUBSCRIPTION BOOK 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 agree to pay therefor the sum of dollars ($ ) per share. Names. Shares. 109 FORMS ORGANIZATION PROCEEDINGS. Form 128 (e) SEPARATE SUBSCRIPTION FOR STOCK. Subscription for Stock. The Company. Suite , Building, , Ohio. Capital Stock, $ , Ohio, , 19... The undersigned applies for shares of the capital stock of The Company, of , Ohio, and hereby agrees to accept such portion thereof as may be allotted and to pay therefor the sum of One Hundred Dollars ($100) per share. Name Address Number of shares . (f) CERTIFICATE OF SUBSCRIPTION OF TEN PERCENT. The Company. Certificate of Subscription. , Ohio, , 19... To the Secretary of State, Columbus, Ohio: "We, the undersigned, all (or, a majority) of the incorporators of The Company, do hereby certify that on the .... day of , 19.., all the incorporators of said Company did order, in writing, that books be opened for subscriptions to the capital stock of said Company at , on the .... day of , 19.., at .... o'clock .. M. and, at the same time, did waive, in writing, the notice by publication of the time and place of such opening of books of subscription, required by law; and further, said books having been opened at the time and place ordered, that ten percent of the capital stock of said Company has been subscribed. Incorporators. NOTE. If the notice by publication was not waived, the certificate should be changed accordingly, to show publication. The incorporators are personally liable for any deficiency in the actual payment of ten percent of the stock subscribed for. G. C. 8634. It is imprudent for the incorporators to permit an election for directors to be held until such payment has been made. It is proper for the incorporators to designate one of their number to receive payments. Form 128 O HI O PRIVATE CORPORATIONS. HO (g) ORDER FOR FIRST STOCKHOLDERS' MEETING , Ohio, , 19... We, the undersigned, do hereby certify that the foregoing is a true and correct record of the proceedings by us had as sub- scribers to the articles of incorporation of The Company in the organization of said corporation, and we do hereby ap- point the office of in the city of , Ohio, as the place, and , 19.., at .... o'clock .. M., as the time, for holding the first meeting of stockholders of said corporation for the election of directors and the transaction of such other business as may come before said meeting. Incorporators. (2) PROCEEDINGS OF STOCKHOLDERS. (a) NOTICE OF FIRST MEETING OF STOCKHOLDERS. Notice is hereby given that the first meeting of the stock- holders of The Company will be held at the office of in the city of , Ohio, on the .... day of , 19.., at .... o'clock .. M. for the election of directors and the transaction of such other business as may come before said meet- ing. Incorporators. NOTE. The above notice should be published for at least thirty days before the time set for the meeting. The notice, however, may be waived in writing in case all subscribers to the capital stock are present in person or by proxy. (b) WAIVER OF NOTICE OF FIRST MEETING OF STOCKHOLDERS. , Ohio, , 19... We, the undersigned, being all of the subscribers to the capital stock of The Company and being all this day, at .... o'clock . .M., present, in person or by proxy, at the first meeting Ill FORMS ORGANIZATION PROCEEDINGS. Form 128 of stockholders of said Company, at the office of in the city of , Ohio, do hereby waive the notice of such meet- ing required by law, and agree that the same may be held forth- with. Stockholders. Proxies. Shares. (c) MINUTES OF FIRST STOCKHOLDERS' MEETING. , Ohio, , 19. .. Pursuant to the foregoing waiver and agreement the stock- holders of The Company met at the time and place therein mentioned, being the time and place designated by the incorporators for the holding of the first meeting of stockholders. On motion of , duly seconded and carried, Mr was chosen chairman and Mr secretary of the meeting. Mr presented and read the proposed code of regu- lations hereinafter set forth for the government of this corpora- tion and moved their adoption. The motion was duly seconded and shares, being the entire capital stock of said corpora- tion being cast in the affirmative and no shares of stock being cast in the negative, it was resolved that the code of regulations hereinafter set forth be adopted as the code of regulations gov- erning this corporation, and that the written assent of the stock- holders favoring the adoption of such resolutions be recorded in the minutes of the meeting. NOTE. Minutes of the first meeting of stockholders are continued on page 125. Provisions and suggestions for regulations are given in the intermediate pages. Form 128 OHIO PRIVATE CORPORATIONS. 112 (*) REGULATIONS OF A CORPORATION FOR PROFIT. Regulations of The Company. ARTICLE I. STOCK. (a). Certificates of stock. Each stockholder of this Company, whose stock has been paid up, shall be entitled to a certificate or certificates showing the amount of stock registered in his name on the books of the Company. Each certificate shall be issued in numerical order from the stock certificate book, and be signed by the president and secretary. A full record of each certificate, as issued, shall be entered on the stub thereof. (b). Transfers of stock. Transfers of stock shall be made only on the books of the Company, and must be accompanied by the surrender of the certificates, properly assigned, evidencing the stock so transferred. Certificates so surrendered shall be cancelled and attached to the stubs corresponding thereto in the stock certificate book. (c). Lost, destroyed or mutilated certificates. If any certifi- cate of stock in this Company becomes worn, defaced or mutilated, / the directors, upon production and surrender thereof, may order the same cancelled and may issue a new certificate in lieu of the same. If any certificate of stock be lost or destroyed, the di- rectors, upon the giving of a proper bond of indemnity with surety to their satisfaction, may issue a new certificate in lieu thereof to the person entitled to such lost or destroyed certificate. ARTICLE II. MEETINGS OF STOCKHOLDERS. (a). Annual meeting. The annual meeting of the stock- holders of this Company shall be held at the principal office of i the Company in . . ... . , . , Ohio, on the first Monday in January of each year at 10 o'clock A. M.. if not a legal holiday, but if a legal holiday, then on the day following at the same hour. (b). Special meetings of the stockholders may be held at any time pursuant to a resolution of the board of directors, or by a call signed by two stockholders. Calls for special meetings shall specify the time, place and object or objects thereof, and no business other than that specified in the call shall be considered at any such meeting. (c). Notice of meetings. A written or printed notice of every regular or special meeting of the stockholders, stating the time and place, and in case of special meetings, the objects N thereof shall be given each stockholder appearing on the books of the company by mailing the same to his last known address at least ten days before any such meeting. Provided, however, 113 FORMS REGULATIONS. Form 128 no failure or irregularity of notice of any regular meeting shall invalidate the same or any proceeding thereat. (d). Quorum. A majority in amount of stock issued and , outstanding shall constitute a quorum for the transaction of business. ARTICLE III. DIRECTORS. The number of directors shall be five. The election of di- rectors shall be held at the annual meeting of the stockholders, * or at a special meeting called for that purpose. Directors shall hold office for one year, or until their successors are elected and qualified. Directors chosen at the first election shall hold office until ' the time fixed for the next annual meeting, or until their suc- cessors are elected and qualified. All directors must be holders of at least one share of the capital stock of this Company. A majority of the directors must be citizens of the state of 1 Ohio. ARTICLE IV. OFFICERS. The officers of the Company shall be a president, vice-presi- dent, secretary, and treasurer. Two offices may be held by one person. Said officers shall be chosen by the board of directors by a majority ballot, and shall hold office for one year or until their successors are elected and qualified, except that officers elected at the first meeting of the directors shall hold office until the next annual meeting of directors, or until their succes- sors are chosen and qualified, provided, however, any REMOVAL, officer may be removed at any time by a vote of two- thirds of the members of the board of directors. All officers must be holders of at least one share of the capital stock of this Company. ARTICLE V. DUTIES OF OFFICERS. (a). President. The president shall preside at all meetings of stockholders and directors, sign the records thereof, and, together with the secretary, shall sign all certificates of stock and ^ all other written contracts and obligations of the Company ex- cept checks, and perform generally all the duties incident to the office, and such further and other duties as may be from time to time required of him by the stockholders or directors. (b). Vice-President. The vice-president shall perform all the duties of the president in case of the absence or disability of the latter. In case both president and vice-president are absent or unable to perform their duties, the stockholders or directors, as the case may be, may appoint a president pro tempore. (c). Secretary. The secretary shall keep minutes of all the , Form 128 OHIO PRIVATE CORPORATIONS. 114 proceedings of the stockholders and directors of this Company and make a proper record of the same, which shall be attested by him. He shall keep such books as may be required by the board of directors, and shall have charge of the seal and stock books of the Company and shall issue and attest all certificates of stock, and generally perform such duties as may be required of him by the stockholders or directors. (d). Treasurer. The treasurer shall receive and have in charge all money, bills, notes, bonds, and similar property be- longing to the Company, and shall do with the same as may be ordered by the board of directors. He shall sign all checks and shall keep such financial accounts as may be required, and shall generally perform such duties as may be required of him by the stockholders and directors. On the expiration of his term of office, he shall turn over to his successor, or to the board of di- rectors, all property, books, papers and money of the Company in his hands. AETICLE VI. COMPENSATION OF OFFICERS. The compensation of directors shall be such as the stock- holders may from time to time determine. The compensation of other officers shall be fixed by the board of directors. The treasurer and other officers, if required by the board of directors, shall furnish bonds for the faithful performance of their duties in such amount, and with such sureties, as may be fixed and required by the board of directors. (NOTE. For substitute Article VI, see special provisions following:) AETICLE VII. SEAL. \ The corporate seal of this Company shall be circular with the words "The Company" and " , Ohio," sur- rounding the word "seal." ARTICLE VIII. ORDER OF BUSINESS. Unless changed by a majority vote at all stockholders' meet- / ings the order of business shall be as follows: (1) Reading of the minutes. (2) Eeading of reports and statements. (3) Unfinished business. (4) Election of directors. (5) New or miscellaneous business. ARTICLE IX. AMENDMENTS. These regulations may be adopted, amended or repealed by the written assent of the owners of two-thirds of the stock of 115 FORMS REGULATIONS. Form 128 this Company, or by the vote of the owners of a majority of the stock at a meeting called and held for that purpose. SPECIAL PROVISIONS. NOTE. The following provisions may be included in the regulations, if desired. ARTICLE . WHO MAY VOTE AT STOCKHOLDERS' MEETINGS. At all meetings of stockholders, only such persons shall be entitled to vote who appear as stockholders upon the books of the corporation for ten days next prior to such meeting. ARTICLE . PROXIES. The instrument appointing a proxy shall be in writing and subscribed by the person making the appointment. The instrument appointing a proxy shall be deposited at the office of the Company not less than twenty-four hours before the time for holding the meeting at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of six months from the date of its execution, and no proxy shall be used at an adjourned meeting which could not have been used at the original meeting. A vote in accordance with the terms of a proxy shall be valid, notwithstanding the previous death of the principal or revocation of the appointment, or the transfer of the share on which the vote was given, unless notice in writing of the death, revocation or transfer shall have been received at the office of the Company at least twenty-four hours before the meeting. ARTICLE . ADDITIONAL OFFICERS. DUTIES AND SALARIES. (NOTE. The following may be added to Article V of the Code of Regulations, supra. The titles of the offices should also be inserted in Article IV.) (e). General manager. The general manager shall, under the supervision of the board of directors and the president, have charge of and manage the active business operations of the Company. He shall perform such further duties and make such reports as may be required of him by the board of directors, and shall receive such salary, not exceeding dollars per annum, as may he fixed by the board of directors. (f). Counsel. Counsel of the company shall prepare all such contracts required in the business of the Company, and shall examine and pass upon all such instruments presented to the Form 128 OHIO PRIVATE CORPORATIONS. H6 Company as may be referred to him by its officers. He shall advise with the officers of the Company in all such matters pertaining to its affairs as may require his consideration. He shall receive such annual retainer, not exceeding dollars per annum, as may be fixed by the board of directors. (g) Auditor. The auditor shall have supervision over the account books, and over all books and papers relating thereto, and shall examine all vouchers and audit all accounts. He shall keep such records as will at all times show the condition of the busi- ness, finances and accounts of the Company. At least twice dur- ing each year he shall verify the assets of the Company, and shall make -such reports and statements as may be required by the board of directors. ARTICLE . COMPENSATION OF OFFICERS. Note. The following may be used as a substitute for Article VI of the Code of Regulations, supra. Directors. Each director shall receive the sum of five dollars as compensation for his attendance at any regular or special meeting of the board of directors, and shall receive no other compensation for his services as a director of the Company. The president shall receive such compensation, not exceeding dollars per annum, as may be fixed by the board of directors. The vice-president shall receive no compensation whatever. The secretary shall receive such salary, not exceeding dollars per annum, as may be fixed by the board of directors. The treasurer shall receive such compensation, not exceeding dollars per annum, as may be fixed by the board of directors. ARTICLE . DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence of any officer of the corporation, or for any other reason which the directors may deem sufficient, the directors 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 entire board concur therein. ARTICLE . REGULAR MEETINGS OF DIRECTORS. The board of directors shall hold regular meetings at the office of the Company at two o'clock P. M. on the first Tuesday of each month, if not a legal holiday. If a legal holiday, then on the day following at the same hour. 117 FORMS REGULATIONS. F rm 128 ARTICLE . EXECUTIVE COMMITTEE. The president, secretary and treasurer shall together consti- tute an executive committee which shall, in the interim between meetings of the directors, exercise all the powers of that body in accordance with the general policy of the Company and the instructions of the board of directors. Meetings of the execu- tive committee shall be held on call of the president or of any two members of the committee. All members of the committee shall be notified of its meetings and a majority of its members shall constitute a quorum. The executive committee shall keep a record of its meetings and transactions which shall at all times be open to the inspection of any director. ARTICLE . EXECUTIVE COMMITTEE. (ANOTHER FORM.) The board of directors may appoint, at their discretion, an executive committee of not less than two members from their own number, who shall have charge of the management of the business and affairs of the Company in the interim between meetings of directors, with power to fix prices for the Company's products, determine credits, and generally to discharge the duties of the board of directors, but not to incur debts excepting for current expenses, and to replace stock or raw materials in the usual course of business, unless specially authorized. Such exec- utive committee shall at all times act under the direction and control of the board of directors and shall make report of their acts and transactions to the board, which shall form part of the records of the Company. ARTICLE . LIEN OF COMPANY ON STOCK. (a) The Company shall have a first and paramount lien upon all shares registered in the name of each stockholder, whether held 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, fulfill- ment or discharge thereof shall have actually arrived or not. And such lien shall extend to all dividends declared on such shares. A memorandum of this article shall be printed on each certificate. (b) Sale to satisfy lien. After default on any debt, liability or engagement above referred to, on ten days' notice by mail or publication, the directors may sell the shares of the stockholder so in default at either public or private sale and may purchase the same on behalf of the Company, if the same can not be other- wise satisfactorily sold. The net proceeds of any such sale shall be applied in or towards satisfaction of the debts, liabilities or Form 128 OHIO PRIVATE CORPORATIONS. engagements of such stockholder, and the residue, if any, paid to him or his executors, administrators or assigns. ARTICLE . ANNUAL AUDIT AND APPRAISAL. In the month of December of each year an audit of the books of account and an appraisal of all the property and assets of the Company shall be made by a competent and responsible Audit Company or Accountant, selected by the board of directors. The report of such Audit Company or Accountant shall be printed and a copy thereof mailed by the secretary to each stock- holder appearing on the books of the Company at least five days before the date of the annual meeting of stockholders. (e) REGULATIONS OF A CLUB. ARTICLE I. NAME AND LOCATION. 1. The name of this corporation shall be The Club Company. 2. It shall be located within the corporate limits of the city of , Ohio. ARTICLE II. OFFICERS. The officers of the Club shall be a president, a vice-president, a secretary and a treasurer. ARTICLE III. DUTIES OF OFFICERS. 1. .The president shall preside at all the meetings of the Club. He shall, with the secretary, sign all certificates of stock and all other written contracts and obligations of the Club, except checks, and in general perform all duties incident to the office. He shall be ex-officio president of the board of directors. 2. In the absence of the president, the vice-president shall perform all the duties of the president. 3. The secretary shall give notice of all meetings of the Club, and shall keep minutes of such meetings. He shall be ex- officio secretary of the board of directors. He shall keep a roll of members, and notify the treasurer of the election of new members. He shall conduct the correspondence of the Club and be the custodian of its records, documents and seal. Together with the president, the secretary shall sign all certificates of stock and all the written contracts and obligations of the Club, except checks, and in general perform all the duties incident to the office. He shall be exempt from payment of the annual dues. 119 FORMS REGULATIONS. F orm 128 4. The treasurer shall collect the assessments on stock, an- nual dues, and other sums due the Club. He shall sign all checks and pay the bills for authorized expenses when they are certified by the person empowered to make the expenditure. He shall keep the books of the Club. The treasurer shall be exempt from payment of the annual dues. ARTICLE IV. DIRECTORS. 1. The board of directors shall consist of the president, vice- president, treasurer, secretary and chairman of the entertainment committee, all ex-officio, and nine others, three of whom shall be elected at each annual meeting of the Club, to hold office for three years. 2. The board of directors shall have general charge of the affairs, finances and property of the Club and general control of all committees, and shall present a report at the annual meeting. 3. The board of directors shall be empowered to fill a vacancy in any office, or in any committee, or in its own body, by the appointment of a member to serve until the next annual election. 4. The board of directors shall hold stated meetings on the Monday following the annual election and on the third Monday of April, June, October, December and February, and such spe- cial meetings as may be called by the president or secretary. 5. Seven of its members shall constitute a quorum. 6. At its regular February meeting the board of directors shall appoint a nominating committee of five members, not more than two of whom shall be members of the board, which shall prepare and post on the bulletin in the club-house, not less than twenty days prior to said annual meeting, a list consisting of a candidate for each of the offices and places upon committees to be filled at such annual meeting. Other names may be pro- posed for any of the positions to be filled at such annual meet- ing by any twenty members of the Club causing the same, with their signatures, to be presented to the nominating committee not less than five days prior to such annual meeting, whereupon such committee shall post the same on the bulletin board as can- didates. From the ticket proposed by such nominating commit- tee, together with such other candidates, as shall be posted as hereinbefore provided, shall be elected at such annual meeting the officers and members of committees for the ensuing year. ARTICLE V. HOUSE COMMITTEE. There shall be a house committee, consisting of three mem- bers, appointed for one year by the board of directors, at least one of whom shall be a member of such board. The committee Form 128 OHIO PRIVATE CORPORATIONS. 120 shall have charge of the club-house, shall arrange for catering and have the oversight and control of the prices of the same; shall receive complaints, appoint and dismiss all employees, and in general have supervision over the internal economy and regu- lation of the club-house, its premises and other property, except such property as is assigned to the supervision of other officers or committees. The house committee shall provide rules, not inconsistent with these regulations, governing the use of the Club property. ARTICLE VI. ENTERTAINMENT COMMITTEE. 1. There shall be an entertainment committee, consisting of a chairman and four others elected annually by the Club. 2. The committee shall arrange for such social and literary entertainment as in its opinion will promote best the interests and purposes of the Club. ARTICLE VII. COMMITTEE ON LITERATURE AND ART. 1. There shall be a committee on literature and art, consist- ing of three members, elected annually by the Club. 2. The committee shall have charge of the acquisition of all books, periodicals and works of art; and no book, periodical or work of art shall be deposited in the club-house without the com- mittee's approval. ARTICLE VIII. AUDITING COMMITTEE. 1. There shall be an auditing committee, consisting of three members, elected annually by the club. 2. The committee shall audit the accounts of the treasurer at least once each year, shall report each audit to the board of directors and shall report at the annual meeting of the Club. 3. No officer, member of the board of directors, or of any other standing committee shall be eligible to membership. 4. The committee shall be empowered to engage the assist- ance of an expert bookkeeper. ARTICLE IX. ATHLETICS COMMITTEE. 1. There shall be an athletics committee, consisting of three members appointed for one year by the board of directors, at least one of whom shall be a member of such board. 2. The committee shall have charge of all property of the Club nsed in connection with athletics and shall arrange all tournaments and interclub contests. 121 FORMS REGULATIONS OF A CLUB. Form 128 ARTICLE X. ADMISSION COMMITTEE. 1. There shall be an admission committee, consisting of nine members, to serve three years, three of whom shall be appointed annually by the board of directors at its first meeting. The names of the appointees shall not be posted or published. 2. The committee shall investigate the eligibility and act upon the names of all candidates for admission that shall be presented, as hereinafter provided. When the name of a person proposed for membership has been forwarded to the admission committee as provided in Article XIV, Section 1, the committee shall determine whether to post such name, and if it decides to post the same, the name shall then be posted as provided in said article. 3. Five members shall constitute a quorum of the admission committee. ARTICLE XI. MEETINGS AND ELECTION OF OFFICERS. 1. The members of the Club shall meet annually at 8 P. M. on the third Monday of March for the election of officers, di- rectors and elective committees and for the transaction of other business. Notice of such meeting shall be posted in the club- house and mailed to each member at least one week prior thereto. Officers and members of committees thus elected shall serve until their successors are elected and qualified. 2. All elections shall be by ballot. The ballots shall contain the names of all candidates regularly nominated. The ballots shall be prepared and furnished by the secretary. 3. At the annual meeting of the Club, the order of business shall be: (a) Reading of minutes of last meeting. (b) Report of the secretary. (c) Report of the treasurer and auditors. (d) Report of the board of directors. (e) Reports of the committees. (f) Election of officers. (g) General business. 4. Special meetings of the Club members may be called at any time by the board of directors and shall be called by them upon written request of twenty members or more. Notice of any special meeting and the object of the same shall be given in the same manner as for the annual meeting, and no business not thus announced shall be transacted at such special meeting. 5. A majority of the resident members, present either in person or by proxy, shall constitute a quorum at any meeting of the Club. Form 128 OHIO PRIVATE CORPORATIONS. 122 AKTICLE XII. MEMBERSHIP. 1. Any man residing or having a place of business in county shall be eligible to membership, subject, however to section 3 of this article. 2. The resident membership shall not be increased above hundred except by resolution of the board of directors, and shall in no case exceed hundred in number. 3. No person may become a resident member until he has become a stockholder in this corporation, and prior to final con- sideration of his application by the admission committee, he shall deposit with the treasurer a sum sufficient to meet any assessments on his stock then due. 4. The admission committee may extend the privileges of the Club to commissioned officers of the United States army and navy, and to such men of public distinction as the committee may designate; and those to whom privileges are so extended shall pay half resident dues. ARTICLE XIII. NONRESIDENT MEMBERS. 1. Any person not residing, or having a place of business in count} r , who is eligible under the provisions of Ar- ticle XII, may become a nonresident member, subject to the same conditions of proposal and election as obtain in the case of resident members, except that in lieu of the purchase of a share of stock, he shall be required to pay an initiation fee of dollars. 2. Nonresident members shall not be permitted to vote or to hold office in the Club. 3. A nonresident member becoming a resident of county may become a resident member if, or as soon as there is a vacancy, by becoming a stockholder and paying resident dues, and failing so to do, within three months after written notice of such vacancy has been given him by the secretary, his member- ship shall be terminated. When any resident member shall cease to have a residence or place of business in county, he may, upon written request to the secretary, become a nonresi- dent member, and shall then pay nonresident dues. ARTICLE XIV. ELECTION OF MEMBERS. 1. Candidates for membership must be proposed and sec- onded by members of the Club, by letters addressed to the ad- mission committee. These letters must state the name, residence and present occupation of the candidate and they must set forth fully the grounds of recommendation. If the committee deter- mines to post the name of the candidate as provided in Article 123 FORMS REGULATIONS OF A CLUB. Form 128 X, Section 2, the facts constituting his eligibility, together with the names of his proposer and seconder, shall be posted on the bulletin board in the club-house and remain posted for at least two weeks before final action may be taken thereon by the committee. Letters, except those of the proposer and seconder, relating to candidates whose names have been acted upon finally shall forthwith be destroyed. 2. Two negative ballots shall be sufficient to reject, and at least five affirmative ballots shall be necessary to elect a candi- date. 3. No member of the admission committee shall propose or second a candidate for admission. ARTICLE XV. STOCK. 1. The capital stock shall consist of hundred shares of the par value of fifty dollars each, until the same be increased in the manner provided by law. 2. Each candidate elected to resident membership shall be- come a stockholder before he shall be entitled to the privileges of the Club, but no person shall be entitled to such privileges until he has been regularly elected to membership. 3. The Club shall have first lien on transferable shares of the stock to secure all indebtedness of a stockholder to the Club. This lien may be enforced after sixty days from the date at which the indebtedness became due, by the sale, in such manner as the board of directors shall determine, of such stock regis- tered in the name of the debtor on the books of the Club. As much of the proceeds of such sale as may be required to liquidate such indebtedness shall be applied thereto, and any balance shall be paid by the treasurer to the former holder, or his legal rep- resentative. 4. All certificates of stock shall contain a statement that the same is issued to and held by such stockholder subject to the regulations and rules of the Club, together with a statement that such stock upon the resignation, expulsion or death of the holder, shall be forfeited to the Club, except that in the case of trans- ferable shares, it shall be subject to the lien provided for in the preceding section. 5. Transfers of stock to be valid must be registered on the books of the Club, and no stock shall be transferred until all indebtedness of the former holder has been discharged; nor in any case where such former holder has waived his right to trans- fer. ARTICLE XVI. DUES. 1 . The annual dues of the Club shall be dollars, payable quarterly in advance on the first day of March, June, Form 128 OHIO PRIVATE CORPORATIONS. 124 September and December. Any resident member intending to be absent from the city for twelve consecutive months, but in- tending to reside again in , may give notice of such intention to the treasurer and thenceforth he shall be exempt from the payment of dues for one year, provided his absence continues for such period. If his absence continues beyond one year he may again give notice as above provided and again obtain exemption from the payment of dues for one year; but not longer except by vote of the board of directors. 2. Nonresident members shall pay an initiation fee of dollars, which, if the nonresident member becomes a resident of county, shall be applied upon the annual dues of such member for the next succeeding year after he becomes a resi- dent member. If such member fails to become a resident mem- ber, as provided in Article XIII, Section 3, his initiation fee shall be forfeited to the Club. 3. The annual dues of nonresident members shall be dollars, payable on the first day of March. 4. Bills for supplies furnished by the Club to its members shall be presented before the fifth of each month. 5. If the quarterly dues or the bills for supplies of any member remain unpaid on the twentieth day of the month in which they become due, the treasurer shall notify the delinquent that, unless payment is made in the meantime, his name with the amount of his indebtedness will be posted in the club-house on the first day of the following month, and in due time the treasurer shall post the delinquent according to the notice given. No supplies shall be sold to delinquents while thus posted. If the debt remain unpaid for thirty days after such posting the membership of such delinquent member may be terminated, and his stock forfeited or sold as provided in Article XV, Sections 3 and 4. On the written application of such delinquent and on the payment by him of all dues and other indebtedness to date, the board of directors may, upon such terms as it deems proper, remit the penalties of Articles XV and XVI. ARTICLE XVII. RESIGNATION AND EXPULSION. 1. Resignation of membership shall be made in writing to the secretary and shall be accepted by the board of directors, pro- vided the member resigning is not indebted to the Club. 2. Any member of the Club may be censured, suspended or expelled by a majority vote of the board of directors after op- portunity for a hearing has been given. Notice of the hearing and of the charges preferred shall be sent to the member against whom such action is proposed at least ten days before the date appointed for the hearing. 125 FORMS REGULATIONS OF A CLUB. F orm 128 ARTICLE XVIII. VISITORS. At the request of any member, the Club may give to any non- resident of county a visitor's card entitling the recipient to the privileges of the Club for a period of ten days, but no more than three such cards may be given to one recipient within any period of sixty days. The date of introduction and the name and residence of the visitor must be entered upon the visitor's book of the Club, together with the name of the intro- ducing member, who will be held responsible for any debts to the Club incurred by the recipient of the card. ARTICLE XIX. AMENDMENTS. 1. To make amendments to the regulations it shall be neces- sary to post the proposed amendment in the club-house and mail a copy of the same to each member at least thirty days before the meeting at which the amendment is to be voted upon; but nothing herein shall be construed to prevent the amending at such meeting of any such proposed amendment. A two-thirds vote of the members present shall be necessary to pass amend- ments. 2. Article XII, Section 2, of the Regulations, shall be amended only by a four-fifths vote of all the members of the Club present in person or by proxy. ARTICLE XX. CONSTRUCTION OF THE REGULATIONS. 1. The construction of the regulations shall rest with the board of directors. 2. The board of directors shall determine also, pro tempore, any matters not provided for by these regulations, and shall have full power to appoint any special committee and approve its acts. ARTICLE XXI. SEAL. The seal of the corporation shall be circular, two inches in diameter, with the name of the corporation engraved around the margin, and in the center the word "Seal," with such other de- vice as may be adopted by the board of directors. MINUTES OF STOCKHOLDERS' MEETING Continued from page 111. NOTE. The code of regulations as adopted should be copied in full on the minutes. Thereupon the subscribers to the capital stock of The Company duly executed the following written assent to the adop- tion of the foregoing code of regulations as follows: Form 128 OHIO PRIVATE CORPORATIONS. 126 (*) ASSENT TO ADOPTION OF REGULATIONS. , Ohio, , 19... We, the undersigned, being the owners of the number of shares of the capital stock of The Company set oppo- site our respective names, do hereby assent in writing to the adoption of the code of regulations hereinbefore set forth, for the government of this corporation. Stockholders. Proxies. Shares. , Thereupon the chairman declared the election of a board of directors to be next in order. The incorporators of the Company were requested by the chairman to act as inspectors of election. An election for directors was then held. The names of , , , , and were placed in nomination as candidates for the office of directors. No other names were proposed. A ballot was then had with the following result, as announced by the inspectors of election. . received . . votes. Thereupon the following certificate of election was here made upon this record of proceedings by the inspectors of election, and appointing a time and place for holding the first meeting of directors : (g) CERTIFICATE OF ELECTION OF DIRECTORS. , Ohio, , 19... We, the undersigned, being the only subscribers to the articles of incorporation of The Company present at the first 127 FORMS ORGANIZATION PROCEEDINGS. Form 128 meeting of the stockholders of said corporation, held at the office of in the city of , Ohio, on , 19. ., at o'clock . . M., do hereby certify that at the election for directors held at such meeting, and at which we acted as in- spectors of election, shares of the capital stock of said corporation were cast in favor of the election of , , , , and , and no votes were cast in favor of the election of any other person. And we do further certify that at said election, , , , , and were each duly elected to the office of director of said corporation, to hold their said offices until the next annual election of directors, or until their successors are elected and qualified ; and we do hereby appoint , the day of , 19 . . , at . . o'clock . . M., as the time, and as the place, for the holding of the first meeting of said directors. Incorporators. Tnere being no further business, the meeting adjourned on motion of Attest : Secretary. Chairman. (3) PROCEEDINGS OF DIRECTORS. (NOTE For regular and special meetings of directors see forms NOB. 209-221.) (a) MINUTES OP FIRST DIRECTORS' MEETING. , Ohio, , 19... Pursuant to the order made at the first meeting of the stock- holders of The Company, held on , 19. ., the directors of said company met at the office of on , the day of , 19. ., at o'clock . . M. Present Messrs , , , , and An oath faithfully to discharge their duties as directors of said Company was then taken, as follows: Form 128 OHIO PRIVATE CORPORATIONS. 128 (b) OATH OF DIRECTORS. State of Ohio, , County, ss. We, the undersigned, being duly sworn, say that we will faith- fully discharge our duties as directors of The Company. Sworn to and subscribed before me this .... day of 19.. Notary Public. was chosen chairman and secretary of said meeting. On motion of , duly seconded, the following code of by-laws was adopted: (c) BY-LAWS OF THE COMPANY. ARTICLE I. MEETINGS. (a) The directors shall meet annually at the office of the Com- pany on the first Monday of January of each year at 9 o'clock A. M. (b) Regular monthly meetings of the board of directors shall be held at two o'clock P. M. on the first Monday of each month, if not a legal holiday. If a legal holiday, then on the day fol- lowing at the same hour. (c) Special meetings of the board of directors may be held at the office of the company at any time pursuant to a written call by the president or by any two members of the board, or may be held at any time and place, without notice, by the unanimous written consent of all members, or by the presence of all mem- bers at such meeting. (d) Notice of meetings. A written or printed notice of every regular or special meeting, stating the time and place, and in case of special meetings, the objects thereof, shall be mailed to each director at least three days before such meeting, or be tele- graphed at least two days before the same. Provided, however, no failure or irregularity of notice of any regular meeting shall invalidate the same or any proceeding thereof. Only the business specified in such notice shall be transacted at any special meeting. (e) Quorum. A majority of the board shall constitute a quorum at all meetings. 129 FORMS ORGANIZATION PROCEEDINGS. Form 128 ARTICLE II. VACANCIES. In case of any vacancy in the board of directors caused by death, resignation or otherwise, such vacancy shall be filled for the unexpired term by a majority of the board of directors. ARTICLE III. EXECUTIVE COMMITTEE. The management and conduct of the routine business of this company shall be vested in an executive committee composed of two members. The persons holding the offices of president and shall ex officio constitute such executive committee. Such executive committee is authorized to hire and discharge em- ployes and make all contracts in the ordinary course of business, and to do all things necessary and incident thereto. In case of disagreement between the members of said committee as to the making or not making of a contract, such contract shall not be entered into without special authority from the board of directors. The executive committee shall make a full report at each regular meeting of the board of directors, and at other times when re- quested by the board, of all business transacted by it. ARTICLE IV. BONDS. The treasurer of this Company shall furnish a bond, condi- tioned for the faithful performance of his duties in the penal sum of $ with sureties, to be approved by the board of drectors. ARTICLE V. BANK DEPOSITS. All moneys of this Company shall be deposited by the treas- urer, as the same are received by him, in the Bank of , Ohio, in the name of this Company, and shall be withdrawn only by check signed by the treasurer and counter- signed by the president. ARTICLE VI. AMENDMENTS. These by-laws may be amended or repealed by a majority vote of the board at any regular meeting or at any special meeting called for that purpose. MINUTES OF DIRECTORS' MEETING CONTINUED. An election of officers was then held by the board, resulting in the unanimous choice of the following: , president. , vice-president. , secretary. , treasurer. Form 128 OHIO PRIVATE CORPORATIONS. 130 i The chairman thereupon declared said persons to be duly elected to said offices, and said persons thereupon entered upon the performance of their duties. (d) RESOLUTION OF DIRECTORS ACCEPTING PROPERTY IN PAYMENT FOR STOCK. The secretary read the following written proposition: , Ohio, , 19... To The Company. Gentlemen : We hereby offer to sell to your Company the following prop- erty: (description of property) for the sum of $ , payable in the stock of your Company ; the same to be received as full payment of the subscription to the capital stock of your Company heretofore made by us; said stock to be issued as fully paid. Eespectfully, A. B. C. D. On motion of , duly seconded, it was resolved to ac- cept said proposition, and that the president and secretary be in- structed to issue and deliver certificates for shares of the capital stock of this Company to said A. B. and C. D., in the amounts respectively subscribed by each; the same to be issued as fully paid up; and that said property be received in full pay- ment of the subscriptions to the capital stock made by said A, B. and C. D.; said certificates of stock to be delivered upon the delivery of said property to the Company, free of incumbrances, with proper instruments of conveyance thereof. The vote of the directors on said resolution was as follows : Mr , yea, Mr. , yea, etc. NOTE. Directors selling property to the corporation in payment for stock can not act for the corporation in the transaction. Thereupon the board adjourned on motion duly seconded. Chairman. President. Attest : Attest : Secretary pro tem. Secretary. We hereby approve the foregoing minutes. Directors. 131 FORMS AMENDMENTS TO ARTICLES. F nn 129 No. 129. Amendments to Articles of Incorporation; Proceedings For. (G. C. 8719 to 8723.) (a) WAIVER OF NOTICE OF STOCKHOLDERS' MEETING. , Ohio, ,19 We, the undersigned, being all the stockholders [or members] of [name of the corporation], do hereby waive the giving of the notice required by law of the meeting to be held by the stock- holders [or members] of said [name of the corporation], on [time of the meeting], at [place of the meeting], which meeting has been called by a majority of the board of directors [or trustees] of said [name of the corporation] for the purpose of considering the subject of amending the articles of incorporation of said [name of the corporation]. *[The proposed amendment may also be set forth in the waiver] ; thus, beginning at the*, "so as to change the name of said corporation from [its present name], to [the name proposed]" Names. Shares. NOTE. If not waived by all the stockholders or members a notice substantially as follows must be published for at least thirty days prior to the meeting: (b) NOTICE OF STOCKHOLDERS' MEETING. 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 stockholders [or members] of [name of. the corpora- tion], to consider the subject of amending the articles of incorpo- Form 129 OHIO PRIVATE CORPORATIONS. 132 ration of said [name of the corporation]. [The contemplated amendment may be set forth in the notice, but it is probably un- necessary] . Directors (or Trustees). (The notice must be given by a majority of directors or trus- tees.) NOTE. The waiver, or copy of notice with proof of publication, should be entered on the record. (C) MINUTES OF STOCKHOLDERS' MEETING. , Ohio, , 19... A meeting of the stockholders (or members) of The Company was held at on , 19. ., at o'clock . . M., the time and place specified in the foregoing waiver (or notice) , president of the Company, presided. Mr. presented the following resolution: RESOLUTION FOR AMENDMENT OF ARTICLES OF INCORPORATION. '^Resolved, that the articles of incorporation of The Company be, and the same are hereby amended, so that (Copy proposed amendment, as "the corporate name be changed from The Company to The Company," or "the place where said corporation is to be located, and its principal business transacted be changed from , county, Ohio, to , county, Ohio.") Mr moved the adoption of said resolution. The motion was duly seconded and a vote thereon was had by ballot. shares of the capital stock of said Company were cast in favor of the adoption of said resolution and shares were cast against its adoption. (// the corporation has no capital stock, the minutes should be changed accordingly.) More than three-fifths of the capital stock (or members) of said corporation having been voted in favor of the adoption of said resolution the same was declared duly adopted. Thereupon the following written assent and waiver was executed by all the stockholders (or members) of said corporation, as follows: 133 FORMS AMENDMENTS TO ARTICLES. Form 129 (e) WAIVER OF NOTICE OF AMENDMENT. We, the undersigned, being all of the stockholders (or mem- bers) of The Company, do hereby consent in writing that the notice by publication, required by law, of the amend- ment made to the articles of incorporation of said The Company at a meeting of its stockholders (or members) held on , the day of , 19. ., at the office of , be and the same is hereby waived. Names. Shares. There being no further business, the meeting adjourned on motion. Attest: , Secretary. , President. NOTE. Unless waived by all stockholders or members, a notice sub- stantially as follows should be published for three consecutive weeks. (*) NOTICE. To whom it may concern: Notice is hereby given that on , the day of , 19.., at a meeting of the stockholders (or members) of The Company, held at the office of , it was, by a vote of more than three-fifths of the stockholders (or members) resolved, that (Copy resolution in full.) , Secretary of (Name of Corporation.) Form 130 OHIO PRIVATE CORPORATIONS. 134 (g) CERTIFICATE OF AMENDMENT TO BE FILED WITH THE SECRETARY OF STATE. (Copy of resolution in full.) To the Secretary of State, Columbus, Ohio. The Company, acting by its president and secretary, hereby certifies that the foregoing is a true copy of the original amendment to the articles of incorporation of The Company which was adopted by the votes of the owners of more than three-fifths of its capital stock (or members) at a meeting thereof, held on , the day of , 19.., at , notice of which meeting was duly waived in writing as authorized by law (or, pursuant to notice duly given according to law). In testimony whereof, the president and secretary of The Company, acting for and on behalf of said corporation, have hereunto set their hands and caused the seal of said corpora- tion to be affixed (if the corporation has a seal) this day of , 19... The Company. (Corporate seal.) By , President. By , Secretary. No. 130. Increase of Capital Stock; Proceedings For. (G. C. 8698.) (1) Before Organization. (a) CONSENT TO INCREASE OF CAPITAL STOCK. We, the undersigned, being all the subscribers to the capital stock of The Company, all of the authorized capital stock having been subscribed and an installment of ten percent having been paid thereon, do hereby unanimously consent that the capital stock of said company be increased from $ , its present capital stock, to $ , divided into shares of $. . . each. 135 FORMS INCREASE OF CAPITAL STOCK. Fora 130 Names of Subscribers. Shares. 00 CERTIFICATE OF INCREASE. BEFORE ORGANIZATION. TO BE FILED WITH THE SECRETARY OF STATE. We, the undersigned, being all the original subscribers to the capital stock of The Company, do hereby certify that on the day of , 19. ., the original capital stock was fully subscribed for and an installment of ten percent on each share of stock was paid ; and that on said day, by unanimous writ- ten consent, it was agreed to increase the capital stock of said The Company from $ , its original capital stock, to $ , divided into shares of $ each. In witness whereof, we have hereunto set our hands this day of , 19... (2) After Organization, (a) WAIVER AND AGREEMENT FOR PURPOSE OF INCREASING CAPITAL STOCK. , Ohio, , 19... We, the undersigned, being the holders of all the capital stock of The Company, and being this day all present, in person or by proxy, at a meeting of the stockholders of said Company, *called by a majority of its directors, to consider the subject of increasing the capital stock of said Company, (// the meeting has not been so called, and at any meeting at which all Form 130 OfflO PRIVATE CORPORATIONS. 136 the stockholders are present, in person or by proxy, it is decided unanimously to make an increase of capital, that portion of the above beginning at the * should be omitted), do hereby waive in writing the notice of such meeting, by publication and by letter, required by law; and we do also agree, in writing, that the capital stock of said Company may be increased from $ , its present capital stock, to $ , divided into shares, of $ each. Name of Stockholder. Name of Proxy. No. of Shares. NOTE. If the notice of meeting is not waived, a notice substantially as follows must be given by publication, and by mail, to each stockholder at least thirty days before the time of the meeting: 00 NOTICE OF STOCKHOLDERS' MEETING. Notice is hereby given that a meeting of the stockholders of The Company will be held at , on the day of , 19.., at .... o'clock .. M., for the purpose of considering a proposed increase of the capital stock of said Company from $ to $ , or such other amount as may be fixed at said meeting. , Ohio, , 19... Directors. NOTE. At the meeting at which such increase is considered a resolu- tion must be adopted. If the increase is to be common stock, the resolu- tion may be in the following form: 137 FORMS INCREASE OF CAPITAL STOCK. Form 130 (C) RESOLUTION FOR INCREASE. "Resolved, that the capital stock of said The Com- pany be increased from $.. , its present capital stock, to $ , divided into shares, of $ each; and fur- ther, that the president and secretary of said Company be in- structed to file a certificate of such increase with the secretary of state." (d) CERTIFICATE OF INCREASE OF CAPITAL STOCK. , president, and , secretary of The Company, duly authorized in the premises, and acting on behalf of said Company, do hereby certify, that on the day of , A. D. 19.., the capital stock of said Company was fully subscribed for, and an installment of ten percent on each share of stock had been paid; that on said day, by a vote of the holders of a majority ,of the stock of said Company, at a meeting called by a majority of its directors, and held at the office of the Company, in the of , county, Ohio, and at which meeting all the holders of the capital stock of said Company were present in person or by proxy, and waived in writing the notice, by publication and by letter, of the time, place and object of such meeting required by law, and also agreed in writing to the increase of capital stock hereinafter set forth, it was, on motion, "Resolved, that the capital stock of said The Company, be increased from $ , its present cap- ital stock, to $ , divided into shares of $ each; and further, that the president and secretary of said Com- pany be instructed to file a certificate of such increase with the secretary of state;" which is done accordingly. In witness whereof, the aforesaid , president, and , secretary of The (Corporate Seal) Company, acting for and on behalf of said Company, have hereunto set their hands this day of , A. D. 19... The Company. By , President. , Secretary. Form 130 OHIO PRIVATE CORPORATIONS. 138 Increase by preferred stock. (e) WRITTEN ASSENT OF STOCKHOLDERS TO INCREASE BY PREFERRED STOCK. (G. C. 8699.) We, the undersigned, being the owners of the number of shares of the capital stock of The Company set oppo- eite our respective names, hereby assent to the increase of the capital stock of said Company from $ to $ ($ or the whole) of said increase to consist of preferred stock in shares of the par value of dollars ($ ) each. The holders of such preferred stock shall be entitled to a dividend, etc. (Set out terms of preference, etc., for which see Preferred Stock Clauses, Form No. 2.) Names. Shares. NOTE. The written assent of three-fourths in number of the stock- holders, representing three-fourths of the capital stock, is required. G. C. 8699. (f) RESOLUTION FOR INCREASE BY PREFERRED STOCK. "Besolved, that the capital stock of said The Com- pany be and the same is hereby increased from $ to $ , and that ($ or the whole) of said increase be issued and disposed of as preferred stock, in shares of $ each, and that the holders thereof be entitled to receive a dividend on said preferred stock of percent per annum, payable out of the surplus profits of the Company for each year, in preference to all other stockholders and such divi- dends shall be . . cumulative. 139 FORMS INCREASE OF CAPITAL STOCK. F orm 130 Such preferred stock may be redeemed at not less than par at the time and price hereby fixed, and to be also expressed in the stock certificates thereof, to wit: (Set out terms of redemption, preference, voting powers, re- strictions or qualifications, if any, for which see Preferred Stock Clause*, Form No. 2.) And further, that the president and secretary of said Company be instructed to file a certificate of such increase with the secre- tary of state." NOTE. As G. C. 8699 does not specify the procedure for an in- crease by preferred stock, it is prudent to hold meetings of both the stockholders and the directors and to have the foregoing resolution passed at each meeting. Where the articles of incorporation do not provide for preferred stock, the articles should be amended. See G. C. 8668 and 8669. (g) CBTIFIOATE OP INCREASE OP CAPITAL STOCK (PREFERRED). The Company hereby certifies that on the day of , A. D. 19. ., the capital stock of said Company was fully subscribed for, and an installment of ten percent on each share of stock has been paid; that at a meeting of its directors, held at the office of said Company, on the .... day of , A. D. 19 . . , the assent in writing of three-fourths in number of the stockholders, representing more than three-fourths of the capital stock of said Company, having been first previously ob- tained, the following resolution was adopted, viz. : "Resolved, that the capital stock of said The Com- pany be and the same is hereby increased from $ to $ and that ($ or the whole) of said increase be issued and disposed of as preferred stock, in shares of $ each, and that the holders thereof be entitled to receive a divi- dend on said preferred stock of percent per annum, payable out of the surplus profits of the Company for each year, in preference to all other stockholders, and such divi- dends shall be cumulative. "Such preferred stock may be redeemed at not less than par at the time and price hereby fixed, and to be also expressed in the stock certificates thereof, to wit: (Here state the terms of redemption and also the designations, preferences, voting powers, restrictions or qualifications, if any, created. ) "And further, that the president and secretary of said Com- pany be instructed to file a certificate of such increase with the secretary of state/' which is done accordingly. Form 131 OHIO PRIVATE CORPORATIONS. 14Q In witness whereof, said The Company has (Seal.) caused its corporate seal to be affixed and its president and secretary to subscribe this certificate, this day of , A. D. 19... The Company. By , President. , Secretary. 00 WAIVER BY STOCKHOLDERS OF RIGHT TO TAKE INCREASED STOCK. , Ohio, , 19... We, the undersigned stockholders of The Company, do hereby release and waive our right to subscribe for or pur- chase any part of the new or increased capital stock of said Com- pany authorized by resolution of the stockholders passed 19.., and we hereby authorize the directors of said Company to sell or otherwise dispose of the same for the best interest of said Company, as in their discretion they may deem proper. No. 131. Reduction of Capital Stock; Proceedings For. (G. C. 8700.) (a) CONSENT OF STOCKHOLDERS TO REDUCTION OF CAPITAL STOCK. , Ohio, , A. D. 19... The undersigned, in whose names a majority of the shares of the capital stock of The Company stands on the books of the Company, hereby consent that the capital stock of said Company may be reduced from $ , its present author- ized capital, to $ , and the nominal value of each share from $ to $ , and that the board of directors may take such action as may be necessary to carry such reduction into effect. Names of Stockholders. No. Shares Owned. 141 FORMS INCREASE OF CAPITAL STOCK. Form 131 (b) RESOLUTION OF BOARD OF DIRECTORS FOR REDUCTION OF CAPITAL STOCK. "Resolved, that the capital stock of The Company be and the same is hereby reduced from $ , the present amount of its authorized capital, to $ , divided into shares of $ each ; and further, that the president and sec- retary are hereby instructed, on surrender of the original certifi- cates, to issue new certificates therefor, and also to file a certifi- cate of such reduction in the office of the secretary of state, as required by law." (c) CERTIFICATE OF REDUCTION TO BE FILED WITH THE SECRETARY OF STATE. Certificate of Reduction of Capital Stock of The Company. To the Secretary of State, Columbus, Ohio: The Company hereby certifies that, at a meeting of the directors of said Company, held on , 19. ., the writ- ten consent of the persons in whose names a majority of the shares of the capital stock of said Company stood on the books of the Company having first been obtained, the capital stock of said Company was reduced from dollars ($ ) to dollars ($ ), and the nominal value of each share from $ to $ each, and new certificates in accordance therewith directed to be issued on surrender of the original cer- tificates. In witness whereof, The Company has caused its name to be hereto sub- Corporate Seal) scribed by its president and secretary and its corporate seal to be hereunto affixed this day of , A. D. 19. .. The Company. By , President. , Secretary. Eorm 132 OHIO PRIVATE CORPORATIONS. 142 No. 132. Sale of Entire Property and Assets of Corporation; Proceedings For. (G. C. 8710 to 8718.) (a) MINUTES OP DIRECTORS' MEETING. , Ohio, , 19 ... A meeting of the directors of The Company was held at the office of the Company at o'clock . .M., , 19 ... Present, Messrs , , , and The meeting was called to order by , president of the Company. Mr presented the following resolution : "Whereas, an offer of $ . has been made by , for the entire property and assets of The Company, payable in ("cash," or, "stock of "or "bonds of ,"), and whereas, all' the terms, considerations and conditions of said proposed sale are contained in the following proposed agreement, to wit: (Copy proposed amendment in full.) "Therefore be it resolved, that said offer be and is hereby ac- cepted subject to the action thereon of the stockholders of this corporation; and that the president and secretary of this Com- pany be and are hereby authorized and instructed to execute the foregoing agreement upon the adoption of the same by the stock- holders; and that a meeting of the stockholders of this Company be called for the purpose of taking into consideration the execu- tion of said proposed agreement to be held at the office of the Company on , , 19 . . , at o'clock . . M., and the secretary is hereby directed to give notice thereof to all the stockholders of this Company according to law." Mr moved the adoption of said resolution. The motion was duly seconded and was put by the president and the following was the vote : Mr yea. Mr yea. Mr yea. Mr yea. Mr yea. Thereupon the president declared said motion duly carried and said resolution duly adopted. 143 FORMS SALE OF ENTIRE PROPERTY. Form 132 There being no further business, the meeting adjourned on motion duly seconded. Attest: Secretary. President. We approve the foregoing minutes. Directors. (Three- fourths of the directors must authorize a sale of the entire assets of a corporation.) 00 NOTICE OF STOCKHOLDERS' MEETING. A meeting of the stockholders of The Company will be held at the office of said Company on , the .... day of , 19. ., at o'clock . . M. for the purpose of con- sidering and acting upon a proposed agreement for the sale of the entire property and assets of said The Company. , Ohio, , 19. .. Directors. NOTE. Ten days' notice of the time and place of holding the meet- ing and the object thereof must be given by registered letter containing a written or printed notice addressed to each of the persons in whose names the capital stock stands on the books of the corporation; and also by like notice published in some newspaper in the city or town where the corporation has its principal office or place of business. The notice may, however, be waived in writing in case all the stockholders are present in person or by proxy. (c) WAIVER OF NOTICE OF STOCKHOLDERS' MEETING. , Ohio, , 19... We, the undersigned, being the holders of all the capital stock of The Company and being all present, in person or by proxy as appears below, at a meeting of stockholders called by the board of directors for the purpose of considering a proposed agreement for the sale of the entire property and assets of said corporation, do hereby waive notice of said meeting required by law. Form 132 OHIO PRIVATE CORPORATIONS. 144 Stockholders. Proxies. No. of Shares, (d) MINUTES OP STOCKHOLDERS' MEETING. , Ohio, , 19 ... Pursuant to the foregoing notice (or waiver) a meeting of the stockholders of The Company was held at the office of the Company on , 19. ., at .... o'clock . . M. Mr. , president of the Company, presided. Mr presented the following resolution : "Whereas, an offer of $ has been made by for the entire property and assets of The Company, paya- ble in , and Whereas, all the terms, considerations and conditions of said proposed sale are contained in the following proposed agreement, to wit: (Copy proposed agreement in full.) And whereas, the directors of this corporation at a meeting held , 19.., by a vote of more than three-fourths, au- thorized the execution of said agreement; Therefore be it resolved, that the action of the board of directors be and is hereby ratified; and that said agreement be and is hereby adopted; and the president and secretary of this corporation are hereby authorized and directed to execute said agreement and all good and sufficient deeds and transfers of all the property and assets of this Company upon the terms and conditions in said agreement provided." Mr moved the adoption of said resolution and agreement. The motion was seconded by Mr The president appointed and as tellers. The president thereupon put said motion and a vote by ballot was taken with the following results: votes were cast for the adoption of said resolution and agreement. votes were cast for the rejection of said resolution and agreement. 145 FORMS SALE OF ENTIRE PROPERTY. Form 133 Thereupon the tellers announced the foregoing result of the vote and the president declared said motion duly carried and said resolution and agreement duly adopted, more than three- fourths of all the votes cast at the meeting having been cast in favor of such adoption. There being no further business, the meeting adjourned on motion. Attest': Secretary. President. No. 133. Dissolution of Corporations. (G. C. 8738 to 8743.) (a) CALL FOR STOCKHOLDERS' MEETING. (G. C. 8738, 8740.) , Ohio, , 19... To , Secretary of The Company. I (or we) (president or directors) of The Company do hereby call and order a meeting of the stockholders of said Company, to be held at , Street, , Ohio, on the day of , 19 . . , at o'clock . . M. for the purpose of considering and acting upon the proposed dis- solution of said corporation and the surrender and abandonment of its corporate authority and franchises and for the transaction of any and all business necessary or incident thereto, and you are hereby instructed to give notice of such meeting to the stock- holders pursuant to law. (b) NOTICE OF STOCKHOLDERS' MEETING (G. C. 8740.) , Ohio, ,19... A meeting of the stockholders of The Company will be held at , , Ohio, on the day of , 19.., at .... o'clock .. M. for the purpose of con- sidering and acting upon the proposed dissolution of said cor- poration and the surrender and abandonment of its corporate Form 133 OHIO PRIVATE CORPORATIONS. 146 authority and franchises, and the transaction of any and all business necessary or incident thereto. Secretary. NOTE. The statute does not authorize a waiver of this notice by the stockholders. It must be given by publication for four weeks in a newspaper published and of general circulation in the county wherein the principal office of the corporation is located, and by mailing to each stock- holder. (C) CERTIFICATE OF DISSOLUTION OF A CORPORATION FOR PROFIT. (Where installments of its capital stock have been paid.) (G. C. 8740, 8741.) , president, and , secretary, of The Company, duly authorized in the premises, and acting on behalf of said corporation, do hereby certify that said corporation has completely closed its business, and paid all its debts and liabilities; that a majority of the directors of said corporation, desiring to surrender its corporate authority and franchises, duly called a meeting of the stockholders of said corporation, by publication for four weeks in the , a newspaper of general circula- tion in county, and by written notice to each stock- holder, whose residence is known of the object, time and place thereof, to be held at the office of said corporation, at , in county, Ohio, on the day of , A. D. 19..; that at said meeting of said stockholders held on said date, in pursuance of said notice, it was, by the vote of all of the stockholders of said corporation present, in person or proxy. "Resolved, that The Company, having completely closed its business, and paid all its debts and liabilities, hereby surrenders and abandons its corporate authority; and further, that the president and secretary of said corporation be instructed to file a certificate thereof with the secretary of state;" which is done accordingly. In witness whereof, the aforesaid , president, and , secretary, of The Company, acting for and on behalf of said corporation, have hereunto set their hands, and caused the seal of said corporation to be affixed this day of , A. D. 19... (Seal) The Company. By , President. , Secretary. 147 FORMS DISSOLUTION. Form 133 <*) CERTIFICATE OF VOLUNTARY DISSOLUTION OF A CORPORATION FOR PROFIT. (Where no installments of its capital stock have been paid in.) (G. C. 8738, 8739.) , president, and , secretary, of The Company, duly authorized in the premises, and acting on behalf of said corporation, do hereby certify that no installments of the capital stock of said corporation have been paid in, no investments have been made, and no debts incurred which are unpaid, and that a majority of the directors of said corporation, having be- come satisfied that the objects of said corporation can not be accomplished, and desiring to abandon the corporate existence of said corporation, duly called a meeting of the stockholders of said corporation, by publication for two weeks in the , a newspaper of general circulation in county, to be held at the office of said corporation, at , in county, Ohio, on the .. ..day of , A. D. 19..; that at said meeting of said stockholders held on said date, in pursuance of said notice, it was, by the vote of a majority in amount of the stockholders of said corporation present, in person or by proxy, "Resolved, that The Company, having decided that the objects of said corporation can not be accomplished, and having fully paid all its debts and liabilities, hereby abandons and dissolves its corporate existence; and, further, that the presi- dent and secretary of said corporation be instructed to file a certificate thereof with the secretary of state;" which is done ac- cordingly. In witness whereof, the aforesaid , president, and , secretary, of The Company, acting for and on behalf of said corporation, have hereunto set their hands, and caused the seal of said corporation to be affixed this day of , A. D. 19... (Seal) The Company. By , President. , Secretary. (e) CERTIFICATE OF VOLUNTARY DISSOLUTION OF A CORPORATION NOT FOR PROFIT. (G. C. 8738.) , president, and , secretary, of The , duly authorized in the premises, and acting on behalf of said Form 134 OHIO PRIVATE CORPORATIONS. 148 corporation, do hereby certify that no debts incurred by said corporation are unpaid, and that a majority of the trustees of said corporation, desiring to abandon the corporate existence of said corporation, duly called a meeting of the members of said corporation, by publication for two weeks in the , a newspaper of general circulation in county, to be held at the office of said corporation, at , in county, Ohio, on the day of , A. D. 19 . . ; that at said meeting of said members held on said date, in pursuance of said notice, it was, by the vote of a majority of the members of said corporation present, at said meeting, "Resolved, that The having decided that the objects of said corporation can not be accomplished and having fully paid all its debts and liabilities, hereby abandons and dissolves its corporate existence; and, further, that the president and sec- retary of said corporation be instructed to file a certificate thereof with the secretary of state;" which is done accordingly. In witness whereof, the aforesaid , president, and , secretary, of The , acting for and on behalf of said corporation, have hereunto set their hands this day of , A. D. 19... (Seal) The By , President. , Secretary. FOREIGN CORPORATIONS. No. 134. Statement by Foreign Corporation Entering State. (G. C. 178 to 182.) (Attach copy of articles of incorporation here.) To the Secretary of State, Columbus, Ohio. , a corporation organized and existing under the laws of the state of , with its principal office located at , in county, , desiring to conform to the laws of Ohio, regulating foreign corporations doing business therein, does hereby make the following statement: FIRST. The amount of its authorized capital stock is SECOND. The business or objects of the corporation which it is engaged in carrying on, or which it purposes to engage in or carry on, in the state of Ohio is THIRD. The principal place of business of said corporation in Ohio is to be located at , in county. 149 FORMS FOREIGN CORPORATIONS. Form 134 FOURTH. We hereby appoint , of , in county, Ohio, as the person upon whom process may be served in all actions that may be brought against this Com- pany in any of the courts of the state, and designate his office , in said city, as the principal office of the Company in the state of Ohio. In witness whereof, said corporation has caused its corporate seal to be hereto attached, and this certificate to be executed by its president and secretary, this day of , A. D. 19... By , President. , Secretary. State of , , county, ss. , and , being first duly sworn, depose and say that they all did execute and sign the foregoing certificate for and on behalf of said corporation, and that the same is their free act and deed, and is the free act and deed of said , of which they are respectively the president and secretary; that the statements therein are true, and that the seal attached thereto is the genuine seal of said corporation; they further declare, on oath, that the charter or certificate of incorporation hereto at- tached is a true copy of the articles of incorporation or charter of said Sworn to before me and subscribed in my presence, this day of , A. D. 19... (L. S.) State of , County of , ss. I, , within and for the county aforesaid, do hereby certify that , whose name is subscribed to the foregoing acknowledgment as a Notary Public, was at the date thereof a Notary Public in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to the same 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... (L. S.) Form 135 OHIO PRIVATE CORPORATIONS. 150 Gentlemen : I hereby accept the appointment as the repre- sentative of your Company upon whom process may be served, and agree to the designation of my office , as your principal office in the state of Ohio. State of Ohio, County of , ss. Personally appeared before me, the undersigned, a notary public in and for said county, this day of , A. D. 19 . . , the above named , who acknowledged the signing of the foregoing 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. (Seal) Notary Public in and for ........ County, Ohio. No. 135. Statement by Foreign Corporation Entering State. (G. C. 183 to 192.) To the Secretary of State, Columbus, Ohio. ........ , a foreign corporation organized and existing under and by virtue of the laws of the state of ........ , with its prin- cipal office located at ...... , in ...... county, . . . . , in compli- ance with Sections 183 and 184 of the General Code of the state of Ohio, passed February 14, 1910, approved February 15, 1910, requiring a foreign corporation organized for purposes of profit, and owning or using, or which proposes to own or use, a part or all of its capital stock or plant in said state of Ohio, before being permitted to do business, exercise its franchises, or main- tain an action therein, under the oath of its president, secretary or other officer, to make and file with the secretary of state a statement of facts and pay a certain stipulated fee, hereby makes the following declaration: FIRST. The authorized capital stock of said corporation is ........ dollars ($ ...... ) , divided into ........ ( ...... ) shares of the par value of ........ dollars ($ ...... ) each. SECOND. The value of the property owned and used in Ohio, situate at ........ , is ........ dollars ($ ...... ) . THIRD. The value of the property of the Company owned and used outside of Ohio is ........ dollars ($ ...... ). 151 FORMS FOREIGN CORPORATIONS. Form 135 FOURTH. The proportion of the capital stock of the Com- pany represented by property owned and used and by business transacted in Ohio is FIFTH. The location of its office or offices in Ohio is at SIXTH. The names and addresses of the officers or agents of the Company in charge of its business in Ohio are as follows: Name of president, Address, Name of secretary, Address, Name of treasurer, Address, Names and addresses of managers or agents, other than as above enumerated : In witness whereof, said has caused its corporate seal to be affixed and its corporate name to be hereunto attached by an officer thereof, to wit, its , this .... day of , A. D. 19.. By , (L. S.) State of , County of , ss. , being duly sworn, deposes and says that he is an officer, to wit, the , of ; that he executed the foregoing statement in the name and on behalf of said corpora- tion and caused its corporate seal to be thereto affixed; that he was authorized to make such statement and to execute the same by authority of the corporation, and that the statements therein are true. Sworn to before me and subscribed in my presence, this day of , A. D. 19... (L. S.) State of , County, ss. I, , 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 and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to the same is genuine. In witness whereof, I have hereunto set my hand and affixed Form 136 OHIO PKIVATE CORPORATIONS. 152 the seal of said court, at , this day of , A. D. 19.. (L. S.) Office of the Secretary of State. Columbus, Ohio, , 19 ... From the facts thus reported by the said I find the proportion of the capital stock of the Company represented by its property and business in Ohio to be percent of its au- thorized capital stock, to wit : the sum of dollars, on which I have assessed a fee of one-tenth of one percent, amount- ing to the sum of dollars. (L. S.) Secretary of State. NOTE. The franchise tax is based upon the proportion of the entire authorized capital stock represented by the property owned and used and business transacted in Ohio. The proportion which the property owned and used and business transacted in Ohio bears to the total property and business of the corporation is the proportion of the capital stock on which the tax is based. For instance, if the property owned and used and busi- ness transacted in Ohio is $5,000, the total corporation property and business $10,000, and the authorized capital stock $20,000, the proportion (of the capital stock represented by Ohio property and business) required to be stated in the "Fourth" paragraph of the above form is one-half ol the capital stock, or $10,000, the Ohio property and business being one- half of the total corporate property and business. If all of the corporate property and business were in Ohio the tax would be based on the total authorized capital stock. See 5 0. L. R. 163 (Opinion by Wade H. Ellis, Atty. Gen.); Aetna Iron &, Steel Co. v. Taylor, 13 C. C. 602; 5 C D. 242, s. c. 3 N. P. 152; 4 L. D. 180. No. 136. Certificate of a Foreign Corporation Retiring From Business in This State. (G. C. 11976.) , president, and , secretary, of The Company, a corporation organized under the laws of the state of , having been duly authorized to do business in this state, in compliance with the provisions of sections 178 to 192 of the General Code, do hereby certify that on the .... day of , 19.., the said corporation, by action of its board of directors duly authorized, has fully retired from business in the state of Ohio, authorizing hereby the cancellation of the certificate of authority to do business in said state, heretofore issued in the office of the secretary of state. In witness whereof, the aforesaid , president, and , secretary, of The Company, acting for and 153 FORMS FOREIGN CORPORATIONS. F orm 137 on behalf of said corporation, have hereunto set their hands and caused the seal of said corporation to be hereto affixed this .... day of , A. D. 19... The Company. (Seal) By , President. , Secretary. No. 137. Statement of Increase of Proportion of Capital Stock by Foreign Corporation. (G. C. 185.) , 19... To the Secretary of State, Columbus, Ohio: , a foreign corporation organized and existing under and by virtue of the laws of the state of , with its prin- cipal office located at , in county, , in compliance with section 185 of the General Code of Ohio, requiring a foreign corporation, which has filed statements as required by sections 183 and 184 of the General Code of Ohio, and which has increased the proportion of its capital stock rep- resented by property used and business done in Ohio, under the oath of its president, secretary or other officer, to make and file with the secretary of state an additional statement of facts and pay a certain additional fee, hereby makes the following declara- tion: FIEST. The present authorized capital stock of said corpora- tion is dollars ($ ), divided into () shares of the par value of dollars ($ ) each. SECOND. The value of the property owned and used in Ohio, situate at , is dollars ($ ) . THIRD. The value of the property of the Company owned and used outside of Ohio is dollars ($ ). FOURTH. The increase in the proportion of the capital stock of the Company represented by property owned and used and by business transacted in Ohio is FIFTH. The location of its office or offices in Ohio is at SIXTH. The names and addresses of the officers or agents of the Company in charge of its business in Ohio are as follows: Name of president, Address, Name of secretary, Address, Name of treasurer, Address, Form 138 OHIO PRIVATE CORPORATIONS. 154 Names and addresses of managers or agents, other than as above enumerated : In witness whereof, said has caused its corporate seal to be affixed and its corporate name to be hereunto attached bv an officer thereof, to wit : its , this day of , A. D. 19.. (L. S.) By State of , County of , ss. , being duly sworn, deposes and says that he is an officer, to wit : the , of ; that he executed the foregoing statement, in the name and on behalf of said corpora- tion, and caused its corporate seal to be thereto affixed; that he was authorized to make such statement and to execute the same by authority of the corporation, and that the statements therein are true. Sworn to before me and subscribed in my presence this day of , A. D. 19... (L. S.) State of , County of , ss. I, , 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 and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to the same 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.. (L. S.) No. 138. Articles of Incorporation of Corporation not for Profit. These articles of incorporation of Witnesseth, that we, the undersigned ("all" or a a majority") of whom are citizens of the state of Ohio, desiring to form a corporation, not for profit, under the general corporation laws of said state, do hereby certify FIEST. The name of said corporation shall be 155 FORMS CORPORATIONS NOT FOR PROFIT. F onn 139 SECOND. Said corporation is to be located at , in county, Ohio, and its principal business there trans- acted. THIRD. Said corporation is formed for the purpose of (for statements of corporate purpose see the forms immediately fol- lowing}. In witness whereof, we have hereunto set our hands this dav of . , A. D. 19.. The State of Ohio, County of , ss. Personally appeared before me, the undersigned, a notary pub- lic 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 Ohio, 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 notary public, was at the date thereof a notary public, in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well ac- quainted 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. PURPOSE CLAUSES. CORPORATIONS NOT FOR PROFIT. No. 139. Associated Charities. THIRD. Said corporation is formed for the purpose of investigating, assisting, providing relief and promoting the gen- Form 143 OHIO PRIVATE CORPORATIONS. 156 eral welfare of the poor and needy, in the city of , Ohio, and including the establishment and maintenance of a registration bureau for fostering co-operation between all charita- ble organizations and agencies in said city; receiving funds by gift or bequest, disbursing the same and the doing of all things necessary or incident thereto. No. 140. Association for Apprehending Horse Thieves. Protective Association. (G. C. 10200.) THIED. Said corporation is formed for the purpose of the apprehension and conviction of horse thieves and other felons. No. 141. Athletic Club. THIRD. Said corporation is formed for the purpose of providing means and facilities for exercise tending to promote physical culture, also rowing, football, baseball, foot racing, wrest- ling, boxing and other athletic sports, for the recreation and amusement of the members and guests. No. 142. Athletic Club. Another Form. THIRD. Said corporation is formed for the purpose of the mutual benefit of all its members by promoting an interest among themselves in all athletics, both indoor and outdoor ath- letics, and to promote social intercourse among its members. This association is formed not for profit. No. 143. Builders' Exchange. THIRD. Said corporation is formed for the purpose of maintaining and conducting a society, the general object and design of which shall be to cultivate friendly, social and business relations among persons connected with building trades in the city of , Ohio, and vicinity ; to provide facilities for the interchange of views, and the avoidance or amicable settlement of controversies and differences amongst its members and their employees; and, in general, to advance and promote all legitimate interests of the building trades of the city of , Ohio, and vicinity. 157 FORMS CORPORATIONS NOT FOR PROFIT. Form 147 No. 144. Canoe Club. THIRD. Said corporation is formed for the purpose of encouraging and promoting an interest in canoeing and other aquatic and athletic sports, by providing means and facilities for the recreation, physical culture, amusement, and social inter- course of its members and . their guests, and the acquiring by purchase, lease or otherwise, of club-house, club-rooms and other equipment. This corporation is nonmutual in character. No. 145. Cemetery Association. THIRD. Said corporation is formed for the purpose of acquiring land, by purchase or otherwise, for cemetery purposes; establishing and maintaining a cemetery for public burial; the sale of burial lots; accepting endowment funds by gift or he- quest, investing the same, disbursing the income thereof in main- taining and beautifying the lots and cemetery grounds; and the doing of all things necessary or incident thereto. No. 146. Chamber of Commerce. (See G. C. 10144 et seq.) THIRD. Said corporation is formed for the purpose of collecting and circulating valuable and useful information relat- ing to the manufacturing, industrial and mercantile interests of the city of , Ohio ; to oppose the enactment of laws prejudicial to said interests; to encourage wise and useful legis- lation; to investigate transportation systems and endeavor to correct the abuses and evils existing therein; to secure reasonable and fair rates of freight to and from said city; to aid in the adjustment of controversies and misunderstandings between its members and others; and generally to promote and maintain the general welfare of the manufacturing, industrial and mercantile interests of said city. No. 147. To Administer Charitable Trust. (G. C. 10092-1.) THIRD. Said corporation is formed for the purpose of administering a certain trust provided by the last will and Form 151 OHIO PRIVATE CORPORATIONS. 158 testament of , deceased, which has been duly proven and recorded in volume , page , of the probate records of county, Ohio, a certified copy of which said will is filed herewith. NOTE. See also form No. 177. No. 148. Chautauqua Assembly. (G. C. 5888.) THUED. Said corporation is formed for the purpose of holding annual Chautauqua assemblies, encouragement of religion, art, science and literature, the general dissemination of knowl- edge, and to provide social entertainments and other means of recreation and amusements. No. 149. Church or Religious Society. (G. C. 10010.) THIED. Said corporation is formed for the purpose of providing a place of worship for its members and conducting the same according to the rules, regulations and customs of the Church; of promoting the cause of the Christian religion; and of receiving, holding and disbursing gifts, bequests and funds arising from other sources; of owning and maintaining suitable real estate and buildings, and the doing of all things necessary or incident thereto. No. 150. Club House Corporation. THIRD. Said corporation is formed for the purpose of acquiring by purchase, lease or otherwise, real estate, for a club house, and owning, improving and holding the same for the accommodation, convenience and pleasure and entertainment of members of the Society. No. 151. College. TRIED. Said corporation is formed for the purpose of establishing, maintaining and conducting an institution of learn- 159 FORMS CORPORATIONS NOT FOR PROFIT. p orm 154 ing for the purpose of promoting education in all departments of learning and knowledge, and especially in those branches usually comprehended in academic, collegiate and university courses; to acquire and hold for said purposes money, real estate and other property necessary or proper to carry out said objects; and to do any and all things reasonable and necessary to be done to carry out said purposes. NOTE. A schedule of property must be filed with the secretary of state. See G. C. 9922. No. 152. Consumers' League. (Ruling Organization.) THIRD. Said corporation is formed for the purpose of being a ruling or principal organization over subordinate organi- zations associated not for profit and located in municipalities in the state of Ohio. The purpose of this corporation, and of the subordinate and affiliated organizations is to further the welfare of persons engaged in the making and distribution of commodities, and of working women and children, by investigation, discussion, dissemination of information, legislation and appeal to public sentiment. No. 153. Deaconess Home. THIRD. Said corporation is formed for the purpose of caring for the sick, the spiritually and physically destitute and needy and engaging in such other forms of charitable and benev- olent work which may commend itself from time to time to the association; to promote the interests of the Christian religion; to receive and disburse donations, to receive and hold bequests and all funds arising from other sources for the benefit of said corporation. No. 154. Family Association. THIRD. Said corporation is formed for the purpose of promoting and perpetuating the general welfare of the family of John Doe, mentally, physically, socially and morally, and of re- ceiving and holding real estate and personal property by gift, devise or otherwise, and disposing of the same to carry out the purpose aforesaid, and the doing of all things necessary or inci- dent thereto. Form 159 OHIO PRIVATE CORPORATIONS. 160 No. 155. Farmers' Institute Society. (G. C. 9916.) THIED. Said corporation is formed for the purpose of teaching better methods of farming, stock raising, fruit culture and business connected with agriculture and the doing of all things necessary or incident thereto. NOTE. Twenty or more incorporators are required. No. 156. Farm Laborers' Association. (G. C. 10179.) THIRD. Said corporation is formed for the purpose of promoting the interests of agriculture and for the relief of dis- tressed farm laborers, or their orphans, whether such widows and orphans are members of the association or not, and the doing of all things necessary or incident thereto. No. 157. Free Loan Association. THIRD. Said corporation is formed for the purpose of loaning money to poor and needy persons, without interest or compensation, and the doing of all things necessary or incident thereto. No. 158. Home for Indigent and Aged Women. THIRD. Said corporation is formed for the purpose of establishing and maintaining a home for indigent and aged women; acquiring, by purchase, lease or otherwise, real estate necessary or convenient for said purpose, and constructing, im- proving and maintaining buildings thereon, disposing of the same; receiving, holding, investing and disbursing gifts and be- quests and funds, and the doing of all things necessary or inci- dent thereto. No. 159. Hospital. THIRD. Said corporation is formed for the purpose of establishing, maintaining and conducting a hospital for medical and surgical treatment of persons, conducting a training school 161 FORMS CORPORATIONS NOT FOR PROFIT. Form 163 for nurses, the granting of diplomas to nurses graduating there- from, engaging in research work in medicine, surgery and kin- dred subjects; receiving funds by donation, bequest or otherwise; holding, investing and disbursing the same; charging and receiv- ing compensation for treatment, services and accommodations, all for the purpose of maintaining said hospital and not for profit; and the doing of all things necessary or incident thereto. No. 160. Improvement Association. THIRD. Said corporation is formed for the purpose of pro- moting the general welfare of the residence districts of said city, by giving special attention to public improvements and all that relates to the betterment thereof and the convenience and com- fort of the residents thereof, encouraging social intercourse among its members, and the doing of all things necessary or incident thereto. No. 161. Law and Order League. THIRD. Said corporation is formed for the purpose of pro- moting the enforcement of laws and ordinances regulating the sale of intoxicating liquors in said county, and assisting, in all proper ways, the public authorities in the prevention, discovery and punishment of violations of such laws and ordinances. No. 162. Merchants' Exchange. (Leaf Tobacco.) (G. C. 10144 et seq.) THIRD. Said corporation is formed for the purpose of collecting and recording local and general statistical information relating to the tobacco trade; establishing uniformity in its usages and customs; adjusting and settling, in a proper and equitable manner, controversies, disputes and differences as to contracts, accounts, customs and usages that may arise; the ap- pointment of inspectors and weighers of leaf tobacco; guarding, protecting and promoting the general interests of the tobacco trade and of its members, and the doing of all things necessary or incident thereto. No. 163. Musical Club. THIRD. Said corporation is formed for the purpose of the study and culture of vocal and instrumental music, and the Form 168 OHIO PEIVATE CORPORATIONS. 162 promotion of social intercourse of its members and all things incident thereto. No. 164. Musical Club. Another Form. THIRD. Said corporation is formed for the purpose of the vocal study, the rehearsal and the private and public rendi- tion of concerted music for male and mixed voices, also the em- ployment and presentation of musical artists. No. 165. Mutual Benefit Association of Employees. THIRD. Said corporation is formed for the purpose of mutual protection and relief of the employees of the Company, who become members, and their families and relatives, exclusively; receiving and raising funds by donation and by as- sessment on its members; giving financial aid to members when disabled by sickness or accident, and payment of benefits, on the death of members. No. 166. Benevolent Mutual Aid Association. THIRD. Said corporation is formed for the purpose of assisting the members of said corporation in sickness or distress, by voluntary contributions of its members, and is organized strictly for charitable and benevolent purposes. No. 167. Political Club. THIRD. Said corporation is formed for the purpose of organizing a political and social club; to promote the study of political institutions and the science of government and to pro- vide a place where its members may enjoy the society of each other and their friends. No. 168. Public Library. THIRD. Said corporation is formed for the purpose of owning, maintaining and conducting a public library in the vil- lage of , Ohio ; to lease, purchase and maintain suitable real estate and buildings for said purpose; to receive, hold and disburse donations, bequests and other funds for the purposes of said corporation and to do all things necessary and incident thereto. 163 FORMS CORPORATIONS NOT FOR PROFIT. F orm 172 No. 169. Retail Merchants' Association. THIRr; Said corporation is formed for the purpose of fostering and extending the retail trade of said city; encouraging wise and needful legislation, and opposing the enactment of laws and ordinances prejudicial to the mercantile interests of said city; giving and exchanging information among its mem- bers; promoting the social intercourse among persons engaged in the retail trade and the doing of all things necessary or incident thereto. No. 170. Salvage. (G. C. 9873, 9875.) SECOND. Said corporation is to be located at , in County, Ohio, and shall prosecute its business within the (municipality or other subdivision) of , Ohio. THIRD. Said corporation is formed for the purpose of discovering and preventing fires and of saving property and life from conflagration and exercising all of the powers which may be exercised by such corporations under the laws of Ohio. No. 171. Social and Improvement Club. THIRD. Said corporation is formed for the purpose of promoting friendly social intercourse and to encourage education and investigation in matters pertaining to the plumbing trade; of providing social entertainment and amusement for its mem- bers and their families and friends and of providing a meeting place for its members. No. 172. Social Settlement Association. THIRD. Said corporation is formed for the purpose of providing a place and facilities for social, physical, civic, educa- tional and moral instruction and improvement, and for such work as is now, or may be hereafter, commonly associated with "settlement work;" and for such purpose of acquiring, by pur- chase, lease, or otherwise, necessary and convenient real estate, buildings and rooms; the holding, improving and disposing of the same; the receiving of funds by bequest or gift, disbursing the same and the doing of all things necessary or incident thereto. Form 176 OHIO PRIVATE CORPORATIONS. 164 No. 173. Yacht Club. THIRD. Said corporation is formed for the purpose of the encouragement of yachting, the designing and building of yachts, and the promotion of social relations of those interested in yacht- ing. No. 174. Young Men's Christian Association. (Must be approved by State Association: G. C. 10031, 10024.) THIED. Said corporation is formed for the purpose of developing the Christian character and usefulness of its mem- bers and of promoting the spiritual, mental, social and physical welfare of young men. No. 175. Agricultural Society. Articles of Incorporation. (G. C. 9880, 9885.) The undersigned, being residents of county (or of a district embracing the counties of and ) , Ohio, hereby organize themselves into a society for the improve- ment of agriculture within said county (or district), subject to the rules of the Agricultural Commission of Ohio, and in accord- ance with the laws of Ohio governing corporations so organized for said purpose. The name of said society shall be Said society shall be located at In witness whereof, we hereunto set our hands this day of , 19... NOTE. Thirty or more incorporators are necessary. A copy of the printed rules may be obtained, on application, from the Agricultural Commission, Columbus, Ohio. No. 176. Township Agricultural Society. Articles of Incorporation. (G. C. 9911.) The undersigned residents of Township, County, Ohio, hereby form a society for the promotion of agri- culture in such township and, desiring to become incorporated 165 FORMS CORPORATIONS NOT FOR PROFIT. Form 177 under the laws of Ohio and the following agreement, do hereby certify : 1. The name of said society shall be 2. The object of its formation is not for profit, but for the promotion of agriculture in said township. 3. Said society shall be located in said township of In witness whereof, we hereunto set our hands and seals this day of , 19... (Seal) (Seal) (Seal) (Seal) (Seal) (Certificate of acknowledgment.) NOTE. The acknowledgment should be made before a justice of the peace. No. 177. Charitable Trust; Corporation to Administer. (G. C. 10086.) These articles of incorporation of The Witnesseth : That , executor of the last will and testament of , deceased, and and , citizens and residents of county, Ohio, desiring to form a corporation for the administration of a certain trust provided by the last will and testament of said decedent, hereby certify: 1. That the following is a copy of the last will and testa- ment of said , deceased, which has been duly proven and recorded in volume , page , of the probate records of county, Ohio. 2. The name of said corporation shall be (name of testator should be included, unless the will otherwise provides). 3. Said corporation shall be located at , in county, Ohio. In witness whereof, we have hereunto set our hands this day of , A. D. 19... (Add certificate of acknowledgment.) NOTE. See also form No. 147. Form 178 OHIO PRIVATE CORPORATIONS. 166 No. 178. Endowment Fund Corporation. Board of Trustees. Articles of. (G. C. 10011.) It is hereby certified by the undersigned that at a regular session of the Conference of the Conference, of the Church, held at , in county, Ohio, the following named persons, to wit : , mem- bers of said denomination, one or more of whom are resident freeholders in this state, were duly elected a board of trustees for , the Conference of the Church, and who are to serve as such until successors shall be elected and who with their said successors in office shall exist and become and be an incorporated board of trustees and a corporation not for profit for the purpose of acquiring in trust and of so con- trolling and disposing of all such real and personal property as from time to time the said society may deem it desirable to have acquired, controlled and disposed of for church and benevolent purposes. The said board of trustees, however, shall hold all such property in trust for said society and church at all times and acquire, control and dispose of the same under the super- vision and control of said church and subject to its directions and order. That the uses to which the said property so to be acquired and hoi den shall be applied are all such uses as it may be and is lawful for the said church and society to apply the same as a religious organization and body under the laws of Ohio. In witness whereof, we have hereunto set our hands this .... day of , A. D. 19. .. , , and officer presiding over the said Conference. , secretary, of the said Conference. The State of Ohio, County, ss. On this day of , A. D. 19 . . , personally ap- peared before me, a notary public in and for said county and state, and , who acknowledged that they did make and sign the foregoing statement as and for the uses and purposes therein set forth, and that they are still satisfied there- with. (Seal) Notary Public in and for , Ohio. 167 FORMS CORPORATIONS NOT FOR PROFIT. F orm 179 NO. 179. Fraternal Benefit Society. (G. C. 9473.) Articles of Association of The A. B. Society. The undersigned persons, all of whom are citizens of the United States and a majority of whom are citizens of the state of Ohio, desiring to form a fraternal benefit society as defined by the Act of the General Assembly of the State of Ohio entitled "An act for the regulation and control of fraternal benefit socie- ties, passed May 31, 1911, hereby certify: 1st. The proposed name of the society is The A. B. Society. 2d. The purpose for which the society is formed and the mode in which its corporate powers are to be exercised are as follows : Said corporation is formed not for profit, but for the purpose of carrying on a fraternal benefit society for the mutual benefit of its members and their beneficiaries, having a lodge system with ritualistic form of work and representative form of govern- ment, and providing for the payment of benefits in accordance with section 9466 of the General Code of Ohio. The corporate powers of said corporation are to be exercised according to the provisions of Chapter 4, Subdivision 1, of Division III, Title IX, Part second of the General Code of Ohio and of the constitution and laws, rules and regulations of said corporation. Said corporation shall have no capital stock. 3. The names, residences and official titles of all the officers, trustees, directors and other persons who are to have and exercise general control and management of the affairs and funds of the society for the first year or until the ensuing election at which all such officers shall be elected by the supreme legislative or gov- erning body are as follows : 4th. The place of the principal office of the society shall be , in the state of Ohio. In testimony whereof, we have hereunto set our hands this day of , A. D. 19... (Signatures and addresses of seven or more incorporators.) The State of Ohio, , County, ss. Personally appeared before me, the undersigned authority within and for said county, on this day of , A. D. 19. ., the above named , all of whom I hereby certify are citizens of the United States, and of whom I hereby certify the following named are citizens of the state of Ohio Form 181 OHIO PRIVATE CORPORATIONS. 168 , and each of them severally acknowledged the signing of the foregoing articles of association 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. No. 180. Society for the Prevention of Cruelty to Animals. (G. C. 10068.) Eecord of proceedings had at a meeting held at , Ohio, for the organization of a society for the prevention of cruelty to animals. At a meeting of (state number) citizens held at , in , Ohio, on , 19 . . , for the pur- pose of organizing a society for the prevention of cruelty to animals, was elected temporary chairman and secretary. A permanent organization was then effected, as fol- lows : , president ; , secretary ; , , directors. On motion duly seconded and unanimously carried, it was resolved that the persons present associate themselves together as a society for the prevention of acts of cruelty to animals under the name of the Society. The secretary was instructed to file, certify and forward to the secretary of state a true record of the proceedings of the meeting. On motion the meeting adjourned. President. Secretary. , Ohio, , 19... I, the undersigned, do hereby certify that the foregoing is a true and exact copy of the proceedings of a meeting held , 19. ., at , Ohio, for the purpose of effecting an organiza- tion for the prevention of cruelty to animals. Secretary. No. 181. Organization Record of Corporations not for Profit. NOTE. Every corporation should have a blank book suitable for the record of all its proceedings. A membership book may be convenient, but most corporations not for profit use ihs first few pages of the record of proceedings for the membership roll. On the first page should be entered : 169 FORMS CORPORATIONS NOT FOR PROFIT. F orm 181 (a) Record Book. "liecord of proceedings of tlie incorporators, members and trustees of (name of corporation)." (Under the above heading an entry substantially as follows should be made:) On this day of , 19.., , , , , and , the persons named below as subscribers of articles of incorporation, desiring for themselves, their associates and successors, to become a body corporate, in accordance with the general corporation laws of the state of Ohio, under the name and style of (name of corporation), and with all the corporate rights, powers, privileges and liabilities enjoyed under or imposed by such laws, did subscribe, acknowl- edge and afterward, to wit : on the day of , 19 . . , file in the office of the secretary of state at Columbus, in the state of Ohio, articles of incorporation, as follows, to wit: (Copy in full the articles of incorporation, with acknowledg- ment and certificate of the secretary of state.) (Persons may become members by subscribing their names to a copy of the articles (G. C. 8653), which may be done in the following form:) We, the undersigned, having the qualifications prescribed by its regulations and desiring to become members of thereof, do hereby subscribe our names to the foregoing copy of the articles of in- corporation of (name of corporation). (Leave sufficient space for the signatures of all persons who are likely to become members.) MINUTES OF MEETING OF INCORPORATORS FOR ELECTION OF FIRST TRUSTEES. (Q. C. 8655.) , Ohio, , 19... A meeting of the subscribers to the articles of incorporation of the (name of corporation) was held at , in , Ohio, on the day of , 19 ... Present : Messrs Mr was chosen chairman and Mr secretary of said meeting. An election for trustees, to hold their offices until the next annual meeting, or until their successors are elected and qualified, was then held, resulting in the choice of the following : (five or more trustees are required). Form 181 OHIO PKIVATE CORPORATIONS. 170 There being no further business, the meeting adjourned on motion. Attest : Secretary. Chairman, (c) OATH OF TRUSTEES. State of Ohio, County, ss. We, the undersigned, being duly sworn, say that we will faith- fully discharge our duties as trustees of (name of corporation). Subscribed and sworn to before me this day of 19.. Notary Public, (d) REGULATIONS OF CORPORATION" NOT FOR PROFIT. * ARTICLE I. MEETINGS OF MEMBERS. (a). Annual meeting. The annual meeting of the members of this association shall be held at on the first Monday in January of each year at o'clock . . M. (b). Periodical meetings. (monthly, quarterly, etc.), meetings shall be held at on the at o'clock . . M. (c). Special meetings of the members may be called by the trustees, or by any two members, by giving notice in writing to each member by mail at his last known address, or by publica- tion in some newspaper published in , Ohio, for days. At all meetings shall constitute a quorum. ARTICLE II. TRUSTEES. The number of trustees shall be The election of trus- tees shall be held at the annual meeting of members, or at a special meeting called for that purpose. Trustees shall hold office for one year or until their successors are elected and qualified. Trustees chosen at the first election 171 FORMS CORPORATIONS NOT FOR PROFIT. Form 181 shall hold office until the time fixed for the next annual meeting, or until their successors are elected and qualified. At all meetings shall constitute a quorum. ARTICLE III. OFFICERS. The officers of the association shall be a president, vice-presi- dent, secretary and treasurer. Said officers shall be chosen by the trustees by a majority ballot, and shall hold office for one year or until their successors are elected and qualified, except that officers elected at the first meeting of the trustees shall hold office until the next annual meeting of the trustees, or until their successors are elected and qualified. NOTE. The president must be chosen by the trustees; but the regula- tions may provide for the election of other officers by the members. G. C. 8664. ARTICLE IV. DUTIES OF OFFICERS. (a). President. The president shall preside at all meetings of the members and trustees, sign the records thereof, and per- form generally all the duties usually performed by presidents of like associations, and such further and other duties as may be from time to time required of him by the members or trustees. (b). Vice-president. The vice-president shall perform all the duties of the president in case of the absence or disability of the latter. In case both president and vice-president are ab- sent or unable to perform their duties, the members or trustees, as the case may be, may appoint a president pro tempore. (c). Secretary. The secretary shall keep minutes of all the proceedings of the members and trustees of this association and make a proper record of the same, which shall be attested by him, and generally perform such duties as may be required of him by the members or trustees. (d). Treasurer. The treasurer shall receive and have in charge all moneys belonging to the association and shall disburse the same as may be ordered by the board of trustees. He shall keep an accurate account of the moneys received and disbursed by him, and shall generally perform such duties as may be required of him by the members and trustees. On the expiration of his term of office he shall turn over to his successor, or to the board of trustees, all money and property of the association in his hands. ARTICLE V. QUALIFICATIONS OF MEMBERS. Any person may become a member of this association upon election by three-fourths of the members present at any regular meeting, and by signing the membership roll and agreeing to be Form 181 OHIO PRIVATE CORPORATIONS. 172 bound by the regulations and by-laws of the association, and by payment of the initiation fee specified in these regulations. ARTICLE VI. INITIATION FEE AND DUES. Each member shall pay an initiation fee of dollars within days after election, and in case of failure so to do, said election shall be void. The annual dues of the members shall be dollars, payable semiannually. Failure to pay dues within thirty days after the same are due and payable shall be a cause for expulsion. AETICLE VII. SUSPENSION AND EXPULSION OF MEMBERS. Any member may be suspended or expelled by the board of trustees for failure to pay dues, or for conduct unbecoming a member. Before any member is suspended or expelled he shall be notified in writing by mail at his last known address of the charges against him, and of the time and place of the trustees, meeting at which the same are to be considered, at least five days before said meeting; and shall be given an opportunity to defend, and shall have the right to appeal from the decision of the board of trustees to the members, and, at his request, the secretary shall call a special meeting of the members to consider said appeal. ARTICLE VIII. ORDER OF BUSINESS. Unless changed by a majority vote, at all members' meetings, the order of business shall be as follows: (1) Reading of the minutes. (2) Eeading of reports and statements. (3) Unfinished business. (4) Election of trustees. (5) New or miscellaneous business. ARTICLE IX. AMENDMENTS. These regulations may be amended or repealed by the written assent thereto of the members of this association, or by a majority vote of the members at a meeting called for that purpose. (e) WRITTEN ASSENT TO ADOPTION OP REGULATIONS. (G. C. 8703.) We, the undersigned, being more than two-thirds of the mem- bers of (name of corporation), do hereby assent in 173 FORMS. F orm writing to the adoption of the foregoing code of regulations for the government of this association. , Ohio, , 19... MISCELLANEOUS FORMS. RELATING TO ORGANIZATION AND MANAGEMENT. No. 182. Resolution of Directors for Gall or Assessment on Stock Subscriptions. (G. C. 8632.) Upon motion of Mr , duly seconded, the following resolution was unanimously adopted: "Resolved, that an assessment of percent on sub- scriptions to the capital stock of this Company be, and the same hereby is, called for and required to be paid to , the treasurer of this Company, at No Street, Ohio, on or before the day of , 19 ..." No. 183. Notice of Gall or Assessment on Stock Subscriptions. The Company. , Ohio, , 19... By resolution of the board of directors an assessment of .... percent on subscriptions to the capital stock of this Company is called for and required to be paid to , treasurer, at No. Street, , Ohio, on or before the day of , 19.. Secretary. NOTE. The manner of giving notice of calls is not provided by statute. Notice by registered mail is probably sufficient. No. 184. Notice of Sale of Stock for Nonpayment of Call. (G. C. 8675.) Public notice is hereby given that .-?. .&. . . shares of the capital stock of The Company will be sold at public auction by the directors of said Company at the office of said Company, No Street, , Ohio, on the day of , 19 . . , at 10 o'clock A. M. Form 186 OHIO PRIVATE CORPORATIONS. 174 Said sale will be made pursuant to the statute in such case made and provided because of the nonpayment by , subscriber for said stock, of a call for the payment of an install- ment on the same for sixty days after said installment was re- quired to be paid, due notice thereof having been given. The Company. By , Secretary. , Ohio, , 19. .. NOTE. Publish as required by G. C. 8676. No. 185. Receipt for Installment Payment on Stock. Stub. Receipt. No Name Amount $ Installment No. Number shares Date , No $ Shares The Company, Building, Ohio. Received of the sum of dollars, being installment payment No. . . . of percent on his subscription for shares of the capital stock of The Company. Treasurer. , 19... No. 186. Transferable Receipt for Installment Payment on Stock. No $ Shares. Transferable Receipt. The Company. Building, Ohio. Received of the sum of dollars on account of his subscription for shares of the capital stock of The Company at the par value of one hundred dollars per share. Upon payment of the balance of said subscription, in accord- ance with its terms, and upon surrender of this receipt, certifi- cates for said shares of stock will be issued to the order of said subscriber. , 19. .. , Treasurer. 175 FORMS. Form 187 ASSIGNMENT OF SUBSCRIPTION, ENDORSED ON FOREGOING RECEIPT. For value received, I hereby sell, assign and transfer to my subscription for shares of the capital stock of The Company, together with all payments made thereon, as shown by the within receipt, and I hereby direct and authorize said The Company, upon full payment of said subscrip- tion, to issue certificates for said stock to the order of said as- signee. ,19... In presence of No. 187. Certificate of Common Stock. (G. C. 8672.) Stub. Certificate. Certificate No For shares. Issued to Bated , 19... Transferred from . . Dated ,19... No. original certifi- cate No. shares transfer- red Keceived certificate No for shares this , 19.. Incorporated under the laws of the state of Ohio. No Number of shares Capital stock, $300,000. Common stock, $200,000. Preferred stock, $100,000. The Company. This certifies that is the holder of shares of one hundred dollars each, full paid and nonassessable, of the capital stock of The Company, transferable only on the books of the cor- poration, in person or by attorney, on sur- render of this certificate, properly en- dorsed. (Corporate Seal) Witness the seal of the corporation and the sig- natures of its duly au- thorized officers this . . . day of , 19... Secretary. Shares, $100 each. President. ASSIGNMENT TO BE ENDORSED ON CERTIFICATE. For value received, hereby sell, transfer and assign to (all, or specify number of shares transferred) of Form 188 OHIO PRIVATE CORPORATIONS. 176 the shares of stock evidenced by the within certificate and hereby irrevocably constitute and appoint , attorney, with full power of substitution, to transfer the same on the books of the corporation. Dated ,19... In presence of NOTE. The person to whom a certificate is issued, or his duly au- thorized agent or attorney, should sign the receipt on the corresponding stub. No. 188. Certificate of Preferred Stock. (G. C. 8667 et seq.) Stub as in preced- ing form, insert- ing word "Prefer- red" on top line. Incorporated under the laws of the state of Ohio. No Number of shares Capital stock, $300,000. Common stock, $200,000. Preferred stock, $100,000. The Company. This certifies that is the holder of shares of one hundred dollars each, fully paid, of the preferred stock of The Company, transferable only on the books of the corporation, in person or by attorney, on the surrender of this certificate properly endorsed. The holder of this certificate is entitled to cumulative (or noncumulative) dividends in each year at the rate of six percent per annum, pay- able out of the surplus profits of said Com- pany, in preference to any dividend on the common stock. (Insert here such of the special clauses following as may be de- sired.) Witness the seal of the corporation and the signatures of its duly authorized offi- cers at , Ohio, this .... day of , 19.. Secretary. Shares, $100 each. (Corporate Seal) President. 177 FORMS. Form 189 No. 189. Special Clauses for Preferred Stock Certificates. DIVIDENDS LIMITED TO SPECIFIED RATE. The holder of this certificate shall not be entitled to any dividends in excess of six percent per annum and the arrears thereof. PREFERRED STOCK TO PARTICIPATE IN EXCESS DIVIDENDS. When dividends of six percent have been paid for any year on the entire preferred and common capital stock, issued and outstanding, the holder of this certificate shall be entitled to share in all further dividends for that year. RIGHT TO VOTE WITHHELD. The holder of this certificate shall not be entitled to vote at meetings of the stockholders of said Company. PREFERRED STOCK TO BE VOTED UPON DEFAULT FOR DIVIDENDS. The holder of this certificate shall not be entitled to vote at meetings of the stockholders of said Company so long as dividends at the above rate are paid; but in case of default in the payment of such dividends, then and thereafter the holder hereof may vote at any and all stockholders' meetings. OPTION TO CORPORATION TO REDEEM STOCK. The preferred stock represented by this certificate is subject to redemption at the option of the Company on the day of , 19. ., or on the day of of any year thereafter, upon payment of dollars ($ ) per share and all accumulated dividends. OPTION TO HOLDER TO CONVERT INTO COMMON STOCK. The holder hereof may, at his election, on surrender of this certificate, convert the same into an equal number of shares of common stock. Form 191 OHIO PRIVATE CORPORATIONS. 178 No. 190. Certificate of Stock Reserving Lien to Secure Indebtedness to Corporation. Stub as in preced- ing forms. Incorporated under the laws of the state of Ohio. No shares. The Company. Capital stock $ .... Shares $ .... each. This certifies that is the owner of shares of dollars each, fully paid, of the capital stock of The Company, transferable only on the books of the corporation, in person or by attorney, on surrender of this certifi- cate and the payment of all indebtedness of the above owner to said The Company. The Company has a first lien on the shares of stock represented by this certificate to secure all indebted- ness of the above owner to it. In witness whereof, the duly authorized officers of this Com- pany have hereunto subscribed (Seal) their names and caused the cor- porate seal to be hereto affixed at , Ohio, this day of , 19... , President. , Secretary. NOTE. See G. 0. 8673-15, 9761. Stafford v. Produce Exchange Banking Co., 61 0. S. 160. No. 191. Corporation Calendar. NOTE. During the course of a year many things require attention by the officers of a corporation on certain specified dates. As a reminder, the secretaries of many corporations enter memoranda of such matters in the "tickler" system regularly used by their respective companies. The secretaries of other corporations prepare a calendar which is hung in a conspicuous place. The following specimen calendar, which is printed merely to suggest the general nature of the entries, is prepared for the year 1914 for a corporation of which the annual meeting of stockholders is held on the first Monday in January, with monthly meetings of direc- tors on the first Tuesday of each month. If any regular meeting day is a legal holiday, the meeting is held on the day following. Notice of 179 FORMS. Form 191 stockholders' meetings of this corporation are required to be mailed ten days, and of directors' meetings at least three days, before the day of the meeting. Calendar of The Company. 1914. January 5 Stockholders' annual meeting 10 A. M. (If directors elected at this meeting are all present hold regular monthly meeting of directors imme- diately after adjournment of stockholders' meeting. All directors should sign a waiver of notice of this meeting.) 30 Send out notices of the directors' meeting of Feb- ruary 3. February 3 Directors' meeting 2 P. M. 16 Federal income tax return must be made on or before March 1 to IT. S. Collector of Internal Revenue, , Ohio. 27 Send income tax return to U. S. Collector of Internal Eevenue. Send out notices of the directors' meeting of March 3. March 3 Directors' meeting 2 P. M. April 3 Send out notices for directors' meeting of April 7. 7 Directors' meeting 2 P. M. May 1 Send out notices for directors' meeting of May 5. 5 Directors' meeting 2 P. M. 15 Property tax return to county auditor due by May 31 ; franchise tax statement to tax commission of Ohio due by May 31. 29 Mail franchise tax statement to state tax commission. Make return of property for taxation to county au- ditor. Send out notices for directors' meeting of June 2. June 2 Directors' meeting 2 P. M. July 3 Send out notices for directors' meeting of July 7. 7 Directors' meeting 2 P. M. 31 Send out notices of the directors' meeting of August 4. August 4 Directors' meeting 2 P. M. 28 Send out notices for the directors' meeting of Sep- tember 1. Form 191 OHIO PRIVATE CORPORATIONS. 180 September 1 Directors' meeting 2 P. M. October 2 Send out notices for the directors' meeting of Octo- ber 6. 6 Directors' meeting 2 P. M. 30 Send out notices for the directors' meeting of Novem- ber 3. November 3 Directors' meeting 2 P. M. 27 Send out notices for the directors' meeting of Decem- ber 1. December 1 Directors' meeting 2 P. M. Get tax bills from county treasurer. 19 Pay property taxes to county treasurer. 24 Send out notices for stockholders' annual meeting Jan- uary 4, 1915, at 10 A. M. STOCK BOOKS. NOTE. By statute every corporation is required to keep a book in which it is the duty of the secretary to register all subscriptions and transfers of stock. G. C. 8673. The form of the book is not prescribed. Harpold v. Stobart, 46 O. S. 397 (400). Many corporations keep no stock book, but attempt to keep on the stubs of the stock certificate book a record of the stock issued and trans- ferred. This is not a compliance with the statute; although where ths certificates representing transferred stock are cancelled and pasted on the stubs from which they were originally detached, and proper entries are made on such stubs showing the transfers and issue of new certificates, and where the outstanding certificates are properly receipted for on the stub, the certificate book undoubtedly contains a complete record. See, Herrick v. Wardwell, 58 0. S. 294 (311-312). The better practice is to keep two books : ( 1 ) a stock transfer book and (2) a stock ledger. The following forms of stock books are sug- gested: 181 FORMS. Form 192 -ii * 8 &s s o o -. 0-3 If* aS c 8 s 3 C I 3 ^ a O fc t c3 -s JO jaquinx jo oijoj jo jo oipj i Oi o> . nnn O^O^O^O^O^iC iO i-H r I i I C^ 1C OOOOOU5COO T I . I I I C^ 1C I 1 ! a ^ So c " -^ ^ i o ^l |*s -a 2 r a>T3pL,^ gt 1C 00 rH W CO rH (N CO i- o IS. S i-T ^T a py^ * 1 "3 ^x" O c3 O O to 1 1 T I A"Sv. :S : a> m j5 ^ ^ ' S ' IS D. i* "w i i ii s 11 Q I* 5 : : : l-s o J* p2 **r! i 1 rH n H _ 1 i-H CO t- C5 <3 3-5 J fc '6 | fe O a

Secretary. 187 FORMS-STOCKHOLDERS' MEETINGS. Form 201 No. 200. Ballot. The Company. Annual meeting , 19 ... The undersigned hereby votes the number of shares set oppo- site his signature below for the following persons to serre as directors for the ensuing year. Name in person or proxy for Number of Shares. No. 201. Inspectors' Certificate of Election. See G. C. 8644. We, the undersigned, duly appointed inspectors of election to conduct the election of directors of The Company, held , 19.., do hereby certify that we duly conducted said election by ballot, and received and counted the votes cast, with the result that the following named directors were elected by the majority vote set opposite their respective names: Names. Votes Received. Majority. In witness whereof, we hereunto set our hands at Ohio, this day of , 19 ... Form 202 OHIO PKIVATE CORPORATIONS. 188 SPECIAL MEETINGS OF STOCKHOLDERS. NOTE. The following forms are not applicable in all respects where a special meeting of the stockholders is held to act upon matters which are specially provided for by statute, such as a sale of the entire assets of the corporation, amendment of the articles of incorporation, increase of number of directors, increase of capital stock, amendment of the regu- lations, etc. In such cases the special statutory provisions, if any, for calling and giving notice of the meeting should be followed. Forms there- for, including motions and resolutions are included under the special titles. No. 202. Waiver of Call and Notice of Special Stockholders' Meeting. , Ohio, , 19... We, the undersigned, being all the stockholders of The Company, of , Ohio, do hereby consent that a special meeting of the stockholders of said corporation may be held at the office of the Company, No Street, , Ohio, on the day of , 19 . . , at o'clock . . M. for the purpose of considering and acting upon (state object of meeting, as "a proposed increase in the number of directors of this company from five, the present number, to ten") We hereby waive any and all requirements of law, or of the regulations of said Company, as to the making of a call for, and the giving of notice of said meeting, and we hereby agree to the transaction at said meeting of any and all business within the powers of said Company. Stockholders. Proxies. Shares. 189 FORMS STOCKHOLDERS' MEETINGS. Form 205 No. 203. Call for Special Meeting of Stockholders. , Ohio, , 19... To Secretary of The Company. We, the undersigned, (directors, or stockholders) of The Company, do hereby call and order a special meeting of the stockholders of said Company to be held in the office of the Company, No Street, , Ohio, on the day of , 19. ., at o'clock . . M. for the purpose of considering and acting upon (state object of meeting) and for the transaction of any and all business necessary or incident thereto, and we do hereby in- struct you to give notice of such meeting to the stockholders pur- suant to law and to the regulations of this Company. NOTE. The foregoing call should be signed by the number of stock- holders authorized by the regulations; or by all the directors. If not signed by all the directors, a director's meeting should be held and a resolution similar to the following should be adopted: No. 204. Call for Special Stockholders' Meeting by Resolution of Directors. "Resolved, that a special meeting of the stockholders of this Company be and is hereby called and ordered, to be held in the office of the Company, No Street, , Ohio, on the day of , 19. ., at o'clock . . M. for the purpose of considering and acting upon (state object of meeting) and for the transaction of any and all business necessary or incident thereto; and the secretary is hereby instructed to give notice thereof to the stockholders pur- suant to law and to the regulations of this Company." No. 205. Notice of Special Meeting of Stockholders. The Company. Notice of Special Stockholders' Meeting. , Ohio, , 19. .. A meeting of the stockholders of The Company will be held at the office of the Company, No Form 206 OHIO PRIVATE CORPORATIONS. 190 Street, , Ohio, on the day of , 19 . ., at o'clock . . M. for the purpose of considering and acting upon (state object of meeting) and the transaction of any and all business necessary or incident thereto. Secretary. No. 206. Minutes of Special Stockholders' Meeting. NOTE. The call for the meeting should be copied or pasted into the minute book above the minutes of the meeting; followed by a copy of the notice of the meeting, with the certificate of the secretary thereto, for which see Minutes of Annual Meeting. If notice is waived by all the stockholders, the waiver should be in- serted in place of the call and notice. Special Stockholders' Meeting. 19... Pursuant to the foregoing call and notice (or waiver) the stockholders of The Company met in the office of the company in , Ohio, at .... o'clock M 19... The meeting was called to order by Mr , president of the company, who presided over the meeting. Mr , secretary of the company, acted as secretary of the meeting. The president directed the secretary to call the roll of the stockholders and requested all persons holding proxies to deposit the same with the secretary, which was accordingly done. There- upon the secretary announced that out of .... shares entitled to vote .... shares were represented at the meeting ; . . . . shares by stockholders in person and .... shares by proxies. The call for the meeting was then read by the secretary. (The business transacted at the meeting should here be recorded. Only the business specified in the call and notice can be transacted at a special meeting of the stockholders, unless by consent of all the stockholders.) The following form may be used in entering a resolution on the minutes: Mr presented, read and moved the adoption of the following resolution: (Copy resolution in full as) RESOLUTION FOR INCREASE IN NUMBER OF DIRECTORS. "Resolved, that the number of directors of this Company be increased from five, the present number, to ten; that the five new directors shall be elected at this meeting and shall hold office until the next annual meeting." 191 FORMS STOCKHOLDERS' MEETINGS. F orm 208 The motion was seconded by Mr , and was duly carried (by a unanimous vote, or, shares being cast in favor of said resolution and shares being cast against its adoption. Whereupon the president declared said resolution duly adopted. (For election of directors, see minutes of annual meeting above). A motion may be entered on the minutes in the following form: "Upon motion duly made and seconded and (unanimously) carried (enter the substance of the motion, as, the president was authorized to appoint a committee composed of three stockholders, to examine the books and records of the company and to report to the stockholders at a subsequent meeting to be held , 19...., at o'clock . . M.") There being no further business the meeting was duly ad- journed on motion. Attest : Secretary. President. AMENDMENT OF REGULATIONS. NOTE. Th provisions of the regulations as to the manner in which amendments may be made should be carefully followed. No. 207. Assent of Stockholders to Amendment. , Ohio, , 19... We, the undersigned, being the owners of the number of shares of the capital stock of The Company set oppo- site our respective names do hereby assent in writing that Article .... of the Regulations of said The Company be amended so that as amended it shall read as follows : (Insert article as amended) Stockholders. Shares. No. 208. Resolution of Stockholders for Amendment. Resolved that Article of the Regulations of The Company be amended so that as amended it shall read as fol- lows: (Insert article as amended) Form 211 OHIO PRIVATE CORPORATIONS. 192 DIRECTORS' MEETINGS. No. 209. Notice of Regular Meeting. NOTE. For record and minutes of first meeting of directors see page 127. That record is applicable to all first meetings held after annual elections. The regular (monthly) meeting of the board of directors of The Company will be held in the office of the Com- pany on Saturday, , 19 . ., at o'clock . . M. Secretary. No. 210. Special Meeting of Directors. Call For. , Ohio, , 19. .. To Secretary of The Company. The undersigned, president (or, directors) of The Company, does (or, do), hereby call a special meeting of the directors of said company, to be held at the office of the company on the day of , 19. ., at o'clock . .M. for the purpose of considering and acting upon (state object of meeting) and for the transaction of any and all business necessary or incident thereto, and you are here- by instructed to give notice of such meeting to the directors pursuant to the by-laws of this Company. No. 211. Special Meeting of Directors. Notice. , Ohio, , 19... A special meeting of the directors of The Company will be held at the office of the Company on the .... day of . . . ., 19. ., at . . o'clock . . M. for the purpose of considering and acting upon (state object of meeting) and the transaction of any and all business necessary or incident thereto. > Secretary. 193 FORMS DIRECTORS' MEETINGS. Form 213 No. 212. Special Meeting of Directors. Waiver of Notice. , Ohio, , 19... We, the undersigned, being all the directors of The Company, do hereby consent that a special meeting of the di- rectors of said Company may be held at the office of the Com- pany on the day of , 19 . . , at o'clock, . . M. for the purpose of considering and acting upon (state object of meeting) We hereby waive notice of said meeting and agree to the transaction at said meeting of any and all business within the powers of said board. No. 213. Directors' Meeting. Minutes. NOTE. The following form may be used for either a regular or special meeting. If a special meeting, the call and notice, or waiver, should be pasted or entered in the minute book above the minutes. The call, or waiver, may be originally entered and signed in the minute book. DIRECTORS' MEETING. , 19... SPECIAL MEETING. Pursuant to the foregoing waiver (or call and notice) a special meeting of the board of directors of The Com- pany was held at the office of the Company at .... o'clock, . . M., , 19.,. NOTE. If a regular meeting, omit the foregoing statement and use the following: REGULAR MEETING. The regular (monthly) meeting of the board of directors of this Company was held at the office of the Company at .... o'clock, ..M , 19... Form 213 OHIO PRIVATE CORPORATIONS. 194 MINUTES CONTINUED. Present, Messrs The meeting was called to order by the president, Mr . . . . , who presided. Mr , secretary of the Company acted as secretary of the meeting. The business transacted at the meeting should be recorded here. A motion may be entered in the following form: "Upon motion duly made and seconded and (unanimously) carried (here enter the substance of the motion, as 'the treasurer was authorized and instructed to compromise the claim of John Doe against this Company by the payment to John Doe of $500.') " A resolution may be entered as follows: "Mr presented, read and moved the adoption of the following resolution: (Copy resolution in full, as) RESOLUTION DECLARING DIVIDEND. "Resolved, that the sum of dollars ($ ) be and is hereby appropriated and set aside from the surplus profits arising from the business of this Company for the payment of a (or the annual, semi-annual, or quarterly) dividend of .... percent upon its issued and outstanding capital stock; the same to be due and payable on , 19 . . , to stockholders as shown by the books of the Company at the close of the business on the .... day of , 19. .; and that the treasurer of this Company be directed and authorized to give notice of said dividend and to pay the same on said date." The motion was seconded by Mr , and was duly carried (by a unanimous vote). Whereupon said resolution was declared duly adopted. There being no further business the meeting adjourned on motion. Attest : Secretary. President. We approve the foregoing minutes. Directors. 195 FORMS DIRECTORS' MEETINGS. Form 216 No. 214. Certificate to Transcript of Minutes. (Copy of such portion of minutes as is desired.) We hereby certify that the foregoing is a true and correct transcript from the minutes of a meeting of the Board of Di- rectors of The Company, duly called and held on the .... day of , 19. ., and recorded on pages , . . . ., of the minute book of said company. In witness whereof we have hereunto set our hands and af- fixed the corporate seal of said Company this day of , 19.. President. > Secretary. (Corporate seal) No. 215. Certificate by Secretary to Resolution. (Copy of Resolution.) I hereby certify that the foregoing resolution was duly adopted at a meeting of the directors of The Company, duly called and held on the day of , 19. ., at which a quorum was present. In witness whereof I have hereunto set my hand and affixed the corporate seal of said company this .... day of , 19.. Secretary of The Company. (Corporate seal) No. 216. Resolution of Directors Filling Vacancy Caused by Disquali- fication of Director. Whereas , having ceased to be the holder of any share or shares of the capital stock of this corporation, is thereby disqualified as a director, be it resolved that the office of said as such director be and the same hereby is declared to be vacant, and is, for the unexpired term, hereby ap- pointed a director to fill the vacancy so caused and declared. Form 218 OHIO PRIVATE CORPORATIONS. 196 No. 217. Resignation of Director (or Officer). , Ohio, ,19... To the Board of Directors of The Company. Gentlemen : I hereby tender my resignation as a director (or, president) of The Company, the same to take effect imme- diately (or, upon acceptance, or on the day of 19....). Yours respectfully, NOTE. How vacancy in board is filled. (G. C. 8662.) A vacancy in the board of directors is filled, for the unexpired term, by appointment by the board of directors, and not by the stockholders, unless the regulations so provide. Where owing to a change in the stock ownership and control, a new board of directors is to be elected, if accomplished by appointment by the board, a quorum of qualified directors must act in each case. Stock should be transferred to the new directors, before the meeting, if possible. The resignations of the old directors should be presented and accepted one at a time, and a new director immediately elected, who should take his oath of office and immediately assume his duties and participate in accepting the next resignation and the filling of the vacancy, so that a quorum is constantly maintained. If all the resignations are presented at one time, a stockholders' meeting should be held to elect the new board. No. 218. Resolution of Directors, Accepting Donation of Treasury Stock. Mr presented, read and moved the adoption of the following resolution: "Whereas, A. B. has offered to assign and transfer to this Company, without consideration, .... shares of the full paid common stock of this corporation, heretofore issued to him, to be deemed and regarded as treasury stock, and to be sold at such prices, whether above or below the par value thereof, as the directors in their discretion may deem best, or to be given as a bonus to purchasers of the bonds (or preferred stock) of this Company, or otherwise used for the benefit of this Company; "Now therefore Tbe it resolved, that this Company accept such assignment and transfer and that said shares be held in the treasury subject to further action of the directors." 197 FORMS DIRECTORS' MEETINGS. Form 221 The motion was seconded by Mr , and was duly carried by a unanimous vote. Whereupon said resolution was declared duly adopted. No. 219. Donation of Stock to Treasury. To the Board of Directors of The Company : By duly assigned certificates, I herewith transfer to The Company .... shares of the full paid capital stock of said Company, to be deemed and regarded as treasury stock, and to be sold, in the discretion of the directors for prices either above or below par, or to be given as a bonus to purchasers of the bonds (or preferred stock) of the Company, or otherwise used for the benefit of the Company, as the directors, in their dis- cretion, may deem best. Respectfully, ,, Ohio, , 19, No. 220. Resolution of Directors Ratifying Unauthorized Act of Officer or Agent. Resolved, that the act of , president (or other of- ficer or agent) of this company in (recite action of officer or agent) be and the same is hereby rati- fied, approved and confirmed as the act of this corporation. No. 221. Resolution of Directors Declaring Stock Dividend. (NOTE. For resolution declaring cash dividend see page 194.) Whereas, the surplus profits of this Company amounting to more than $......, have, from time to time, been invested in extensions and betterments to the plant and property of the Company, and in providing additional facilities for its business, and in that manner a large addition has been made to the value of the assets of the Company by withholding from the stock- holders moneys which have been fairly earned, and but for the above mentioned expenditures would have been paid to them; and Form 223 OHIO PRIVATE CORPORATIONS. 198 Whereas, upon a just and fair estimate, the assets of the Com- pany have been in such manner increased in value over the amount of the capital stock, now issued and outstanding, by at least the said sum of $ ; and Whereas, the stockholders desire to realize without impairing the property of the Company, or profits which have been so in- vested, and to make the same more available; Now, therefore, be it resolved, that from the surplus profits so invested, a dividend of $ for each share of the present issued and outstanding capital stock of this Company be and is hereby declared, payable, on the day of , 19.., in the capital stock of this Company, to stockholders as shown by the books of the Company at the close of business on the day of ....*...., 19. .; and that the president and secretary be directed to issue proper stock certificates representing the same to such stockholders on said date. NOTE. See Adams v. Shields, 17 C. C. 129: 9 C. D. 558 (affd no report, 61 O. S. 643). If there is not sufficient unissued stock for the purposes of the stock dividend, the capital stock should be increased before the dividend is declared. No. 222. Order to Pay Single Dividend to Third Person. (DIVIDEND ORDER.) , Ohio, To the Treasurer of The Company. Pay to ...., or order, dividend due ...., 19.., on .... shares of stock in your company, standing in my name, and this shall be your sufficient voucher. No. 223. Permanent Dividend Order. , Ohio, , 19... To the Treasurer of The Company. Until this order is revoked in writing please remit by mail to . . . ., (give mail address) . . . ., all dividends now due or which may hereafter be declared on all shares of the capital stock of The Company, now or hereafter standing in the name of Witness 199 FORMS. Form 224 No. 224. Railroad Consolidation Agreement. (G. C. 9028, 9121, 9127, 9190, 10139.) Agreement of Consolidation of The A. B. Railroad Company and The C. D. Railroad Company. This agreement made and concluded this day of . . . . , 19.., by and between The A. B. Railroad Company and The C. D. Railroad Company, witnesseth: That whereas, both parties hereto are corporations duly organ- ized and existing under the laws of the State of Ohio, and desire to consolidate; Now therefore, said corporations, acting herein by authority of resolutions of their respective boards of directors, and subject to the ratification of their respective stockholders, as required by law, in consideration of their mutual agreements, covenants, provisions, and grants herein contained and of the benefits to accrue to the parties hereto, do hereby agree to consolidate their business, property, franchises and rights, so as to become one corporation, and, by these presents, do merge and consolidate their capital stock, franchises, and property into one corporation to be known by the name of The E. F. Railroad Company, upon the following terms and conditions, to wit: FIRST. All the rights, franchises, privileges, property, and appurtenances of every kind and description, credits, choses in action, debts, claims and demands of each of the parties hereto shall vest in the consolidated Company. SECOND. The consolidated Company shall assume and be bound by all the liabilities and obligations of each of the cor- porations, parties hereto. THIRD. The capital stock of the consolidated Company shall be $ , divided into .... shares of $ each. FOURTH. The directors of the consolidated Company shall be .... in number, and the officers shall be a president, vice- president, secretary and treasurer. The names and residences of the first directors of said con- solidated Company are as follows: Names. Residences. Form 224 OHIO PRIVATE CORPORATIONS. 200 The names and residences of the first officers are as follows: Names. Residences. President, Vice-president, Secretary, Treasurer, FIFTH. The manner of converting the capital stock of each of the constituent companies parties hereto shall be as follows: (a) For each share of the capital stock of The A. B. Eailroad Company surrendered to the consolidated Company shall be issued to the holder thereof .... shares of the capital stock of the con- solidated company. (b) For each share of the capital stock of The C. D. Eailroad Company surrendered to the consolidated company shall be issued to the holder thereof .... shares of the capital stock of the con- solidated Company. SIXTH. Each of the constituent Companies, parties hereto, for itself and not for the other, in consideration of the premises, does hereby grant, convey, assign, set over and vest in the said consolidated Company for the purpose of such consolidation, all of the property, rights, franchises, privileges and powers by it now held or in or to which it has any right, title, interest, or claim in law or equity; and each of said constituent companies hereby agrees to execute and deliver all instruments of conveyance and assignment necessary to vest in said consolidated Company the legal title to all of said property, rights, franchises, and privileges. In witness whereof, said The A. B. Eailroad Company, by its board of directors, has caused its corporate seal to be hereunto affixed and these presents to be signed by its president and secre- tary and by a majority of its board of directors, the day and year first above written. And said The C. D. Eailroad Company, by its board of di- rectors, has caused its corporate seal to be hereunto affixed and these presents to be signed by its president and secretary, and by a majority of its board of directors, the day and year first above written. In presence of The A. B. Eailroad Company. (Seal) President. Secretary. Directors. 201 FORMS CONSOLIDATION AGREEMENT. Form 225 The C. D. Railroad Company. (Seal) President. Secretary. Directors. CERTIFICATE OF CONSOLIDATION. I, , secretary of The A. B. Railroad Company duly authorized in the premises, do herehy certify that at a meeting of the stockholders of said Company, duly called and held at in the city of , county, Ohio, on the .... day of , 19. ., at which meeting all the stockholders of said Com- pany were present in person or by proxy and waived, in writing, the notice of the time and place of holding the same and con- sented in writing that said meeting should be then and there held, the original agreement of consolidation, of which the fore- going is a true copy, was submitted for consideration and con- sidered, and on a vote by ballot being taken for the adoption or rejection of the same, all the issued and outstanding capital stock of said company, to wit : shares were cast in favor of the adoption of said agreement and no vote was cast for its rejection. In witness whereof I have hereunto set my hand officially and affixed the corporate seal of said company this .... day of . . . . , 19.. (Seal) Secretary of The A. B. Railroad Company. NOTE. Add similar certificate by secretary of the other con- stituent company. See G. C. 9028. No. 225. Railroad Consolidation Agreement. Another Form. Between The A. B. Railroad Company and The C. D. Railroad Company Under the name of The X. Y. Railroad Company. Whereas, The A. B. Railroad Company, a corporation duly organized under the laws of Ohio, is the owner of a railroad constructed and in operation from , Ohio, to , Ohio, and Whereas, The C. D. Railroad Company, a corporation duly Form 225 OHIO PRIVATE CORPORATIONS. gQ2 organized under the laws of Ohio, is the owner of a railroad constructed and in operation from , Ohio, to , Ohio, and Whereas, the lines of road of both of said Companies are so constructed as to admit the passage of passenger and freight cars over said railroads, continuously, without break or interruption, and the interest of both of said Companies will be promoted and their ability to perform their duty to the public as common car- riers will be increased by a merger and consolidation of the capital stock, franchises, railroads and properties of the said two Companies into one consolidated Company, and Whereas, said railroads are not parallel or competing and will, when consolidated as proposed, form a continuous line of railroad between and , all in the state of Ohio, and Whereas, such merger and consolidation is authorized by the laws of the state of Ohio, in which said railroads are respectively situated and from which they respectively derive corporate powers ; Therefore, the boards of directors of said Companies, acting in pursuance of resolutions duly adopted by them respectively and subject to ratification by the stockholders of said Companies, as required by law, do hereby enter into the following agreement in respect to such merger and consolidation: FIRST. The capital stock, franchises, railroads and estates, real, personal and mixed, of said The A. B. Railroad Company and said The C. D. Railroad Company, together with all the rights, privileges, exemptions and immunities owned or enjoyed by each of said Companies, shall be and they are hereby united, merged and consolidated, to be known, owned and controlled as and by one Railroad Company. SECOND. The name of said Company shall be The X. Y. Railroad Company. THIRD. The directors of the consolidated Company shall be .... in number, and the names and residences of the first directors are as follows: Names. Residences. Said first directors shall continue in office until the first elec- tion of the consolidated Company as provided by law. The annual meeting of the stockholders of the consolidated Company shall be held at the principal office of the Company on the Tuesday in , of each year at .... o'clock . .. M., at which time directors shall be elected by ballot and the 203 FORMS CONSOLIDATION AGREEMENT. Form 225 officers shall be chosen by the directors as soon thereafter as possible ; but the time and place of the annual meeting may be changed from time to time by the stockholders at any regular meeting thereof. The officers of said consolidated Company shall consist of a president, vice-president, secretary and treasurer, and such other officers and agents as may be prescribed by the regulations, or by- laws, or as in the judgment of the directors may from time to time be deemed necessary. The name and residences of the first officers of the Company are as follows: Names. Residences. President, Vice-president, Secretary, Treasurer FOURTH. The capital stock of the consolidated Company shall be $ divided into shares of $ each. FIFTH. The capital stock of the consolidated Company shall be issued in exchange for the outstanding capital stock of the constituent Companies, on the following basis: 1. To the holders of the stock of The A. B. Railroad Com- pany, .... shares of new stock for each share of old stock. 2. To the holders of the stock of the C. D. Railroad Com- pany, shares of new stock for each share of old stock. SIXTH. The consolidated Company shall assume and pay the bonded indebtedness, and all other lawful indebtedness, claims, charges and liens against the several constituent Companies as the same shall become due, without any extension of time. SEVENTH. The principal office of said consolidated Com- pany will be in , Ohio. In witness whereof, each of said corporations has caused its respective seal to be hereunto affixed and its corporate name sub- scribed, by its president and secretary, and a majority of the directors of each Company have hereunto set their hands, to duplicates hereof, this day of , 19 ... The A. B. Railroad Company. (Seal) By , President. Attest , Secretary. Directors of The A. B. Railroad Company. The C. D. Railroad Company. (Seal) By , President. Attest , Secretary. Form 226 OHIO PRIVATE CORPORATIONS. 204 Directors of the C. D. Kailroad Company. CERTIFICATE OF CONSOLIDATION. , Ohio, , 19... I, , secretary of The A. B. Railroad Company do hereby certify that the execution of the foregoing agreement of consolidation on the part of The A. B. Eailroad Company was authorized by resolution, duly entered on its minutes, by its directors, at a meeting duly called and held at , on the .... day of , 19 . . ; and also that said agreement was submitted to the stockholders of said Company, at a meeting called for the purpose of considering said agreement, on the day of , 19.., statutory notice of said meeting having been waived, in writing, by all stockholders of said Company, and all stockholders being present at said meeting in person or by proxy; that at said stockholders' meeting said agreement was adopted, approved, ratified and confirmed by unanimous vote of the holders of all the stock of said company. In witness whereof, I have hereunto set my hand officially and affixed the corporate seal of said Company this .... day of , 19.. (Seal) Secretary of the A. B. Railroad Company. NOTE. Annex corresponding certificate of the secretary of the other constituent company. No. 226. Lease of Railroad. (G. C. 8807-8814.) This indenture of lease made this .... day of , 19. ., by and between The A. B. Railroad Company, a corporation of the State of Ohio, party of the first part, and The C. D. Railroad Company a corporation of the State of . . . ., party of the second part, witnesseth: Whereas, the party of the first part is the owner of the rail- road property and franchises hereinafter mentioned and de- scribed, and whereas the railroad so owned by the party of the first part extends from .... in the State of .... to .... in the State of . . . . , where it connects with the railroad of the party of the second part and includes various branches and leased lines, appurtenances, easements, rights of way, rolling stock, 205 FORMS RAILROAD LEASE. Form 226 and all other equipment commonly possessed by railroad Com- panies, all of which is hereinafter more particularly described; and, whereas, the party of the second part owns and operates a railroad which together with leased lines and branches con- stituting what is known as the X. Y. system extends from .... in the City of .... to aforesaid where it connects with the nulioad of the party of the first part, the said railroads being non-competitive, and with their connections constituting a through line from .... to . . . . ; And whereas, the stockholders of The A. B. Railroad Com- pany at a meeting duly called for the purpose by its directors, and held on the .... day of , A. D. 19.., by resolution duly passed by the affirmative vote of the holders of more than two- thirds of the capital stock of said Company, instructed its directors to lease its said railroad to said The C. D. Railroad Company, in the terms and form of this indenture, and duly assented to this lease, and whereas, the board of directors of said The A. B. Railroad Company, at a meeting duly held in the City of . . . . , Ohio, on the .... day of . . . ., 19. ., at which all of its directors were present, duly resolved to lease its said railroad to said The C. D. Railroad Company, in the terms and form of this indenture and as instructed by the stockholders of said A. B. Railroad Company. And whereas, the stockholders of The C. D. Railroad Com- pany at a meeting duly called for the purpose by its directors and held on the .... day of , A. D. 19.., by resolution duly passed by the affirmative vote of the holders of more than two- thirds of the capital stock of said Company instructed its directors to lease the railroad of said The A. B. Railroad Company, in the terms and form of this indenture, and duly assented to this lease, and whereas the board of directors of said The C. D. Railroad Company, at a meeting duly held in the City of . . . . , Ohio, on the day of . . . . , A. D. 19 . . , at which all of its directors were present, duly resolved to lease said railroad from said The A. B. Railroad Company in the terms and form of this in- denture and as instructed by the stockholders of said The C. D. Railroad Company. Now, therefore, in consideration of the premises and of the rent to be paid and the covenants and undertakings to be per- formed by the party of the second part hereinafter set forth, the party of the first part doth hereby demise and lease unto the party of the second part, its successors and assigns, for the term of ninety-nine (99) years, commencing on the .... day of , 19. ., the aforesaid railroad of the party of the first part extend- ing from .... aforesaid to .... aforesaid, with all the tenements, hereditaments, and appurtenances, rights of way, easements and all other rights appertaining thereto, also the .... Branch and Form 226 OHIO PRIVATE CORPORATIONS. 206 .... Branch together with all other branch roads of the party of the first part; also all telegraph lines and property and all rights of the party of the first part therein for the term of years for which they are respectively held by the party of the first part, and for any renewal or renewals of such term and terms, also the following leasehold interests and estates; that is to say, the leasehold estate of the party of the first part in and to the railroads, property and franchises of The E. F. & G-. IL Railway Company including all rights and property heretofore acquired by the last mentioned Company and the party of the first part under and through the following railroad Companies, to wit : Also any and all other lands, docks or property now held by the party of the first part for any term of years, also all and singular the rolling stock and equipment of every kind and de- scription in the possession of the party of the first part, wherever the same may be situated, also all the buildings, houses, machine shops, other shops, machinery, tools, implements and all other property of every kind and description in the possession of the party of the first part for use upon or in connection with the railroads aforesaid or any of them, also all the corporate franchises of the party of the first part necessary and proper to be held and enjoyed by the party of the second part to ef- ficiently possess, enjoy and protect the premises and property herein and hereby demised. All railroad supplies on hand when this lease takes effect shall be turned over to the party of the second part and the party of the first part does hereby assign to the party of the second part all executory contracts held by the party of the first part relating to the use and operation of the railroad and property hereby leased. In consideration of the premises, as rental of and for the prem- ises hereby demised, the party of the second part covenants and agrees to assume the aforesaid leases under which part of the premises aforesaid are held and possessed by the party of the first part, and to perform all the obligations thereof according to their tenor; to assume and perform according to the tenor thereof the obligations of the following equipment trusts of which the party of the second part has and takes full notice, namely, the so-called .... Equipment trust of 19 . . , and the .... Equip- ment trust of 19. .; to assume and pay the interest as and when it becomes payable upon the existing prior lien mortgage of and upon the above described premises to The .... Trust Com- pany, Trustee, securing a bond issue of .... dollars ($....): to maintain at its own expense the corporate organization of the party of the first part, to pay all taxes due or to become due in respect to the herein demised premises, and to perform all the obligations now or hereafter imposed by law upon the party 207 FORMS RAILROAD LEASE. Form 226 of the first part: to pay, in addition to the sums of money to be paid in fulfillment of the obligations assumed as aforesaid, the further sum of .... dollars ($....) in gold coin per annum, as net rental, payable semi-annually on the first day of January and July of each year. The party of the second part further covenants and agrees at its own expense to maintain, by all need- ful repairs and renewals, the plant, rolling stock and equipment of the demised premises up to its present standard of efficiency and repair, and to render to the trustees of the Equipment trusts hereinbefore mentioned an annual statement of the condition of the property included in the said trusts, with a detailed list of all property included therein, showing the cars, engines and hoists destroyed and replaced each year with the numbers of each af- fixed thereto, and generally in respect of all matters relating to the operation and maintenance of railroads to keep the de- mised premises up to the standard of efficiency generally pre- vailing from time to time on trunk lines in respect of roadbed, rolling stock and otherwise. Provided, however, that if said rent, or any part thereof, shall at any time be in arrear and unpaid, and without any demand being made therefor, or if said party of the second part, its suc- cessors or assigns, shall fail to keep and perform any of the covenants, agreements or conditions of this lease, on its part to be kept and performed, said party of the first part, its successors or assigns, may enter into and upon said premises and again have, repossess and enjoy the same as if this lease had not been made, and thereupon this lease and everything herein con- tained on the part of said party of the first part to be done and performed shall cease, determine and be utterly void; without prejudice, however, to the right of said party of the first part to recover from said party of the second part, its successors or assigns, all rent due up to the time of such entry. In witness whereof the said The A. B. Railroad Company and said The C. D. Railroad Company have caused their cor- porate seals to be affixed and their corporate names to be sub- scribed to duplicates hereof by their respective presidents, the day and year first above written. Signed, sealed and acknowledged in presence of The A. B. Railroad Company. By , President. (corporate seal.) Attest , Secretary. The C. D. Railroad Company. By , President. (corporate seal.) Attest , Secretary. (Certificates of acknowledgment.) Form 228 OHIO PRIVATE CORPORATIONS. 208 No. 227. Release, by Property Owner to Railway Company, of Damages for Occupation of Street. (G. C. 8765.) We, the undersigned A. B. and M. B., (husband and wife) of the City of . . . ., County of .... and State of Ohio, in considera- tion of one dollar ($1.) received to our full satisfaction of The Railway Company, as well as in consideration of the benefits to be derived by us from the construction of two railroad tracks on the . . side of .... Street in said City of . . . ., Ohio, do, for ourselves and our heirs and assigns, hereby release and discharge the said Eailway Company, its successors and assigns, and also said City of . . . . , Ohio, from any and all claims or demands which we may have against them, or either of them, for or on account of damages or injury to our adjoining premises, known as (description of property) or to our right of access to and from said premises, or in any manner growing out of the construction, maintenance or use of said tracks on said street; provided, however, that said tracks, including clearance, shall not occupy more than twenty-five feet in width of said street on said .... side thereof. Witness our hands this .... day of , 19... Signed and acknowledged in presence of A. B. M. B. (Certificate of acknowledgment.) No. 228. Deed of Land to Intel-urban Traction Company for Railroad Purposes. Know all men by these presents, that whereas, The .... Railroad Company is now constructing an interurban railroad from . . . . , Ohio, to .... Ohio, which will pass through the land hereinafter described, and, Whereas, the undersigned is desirous of assisting said railroad by furnishing to it a right of way through said property, in view of the benefits to be derived from its construction and operation. Now therefore, A. B., the grantor, in consideration of dollars ($....) and other valuable considerations paid to him by said The .... Railroad Company, the grantee, the receipt of which is hereby acknowledged, does hereby give, grant, bargain, sell, assign and convey unto said The Railroad Company, its 209 FORMS. Form 229 successors and assigns, the following described premises, to wit: situated in the township of , county of and State of Ohio, (description of property, as and known as being a strip of land twenty (20) feet wide along the south side of .... road, extending from the land of on the east to the land of .... on the west, all of said lands being situated in original lot number of said township). Should the above land cease to be used for railroad purposes it shall revert to said grantor. To have and to hold said premises unto the said The Railroad Company, its successors and assigns forever, for rail- road purposes only: and the said grantor does, for himself and his heirs, executors, administrators and assigns, covenant and agree with said grantee, its successors and assigns, that the said grantor is the true and lawful owner of said premises and is well seized of the same in fee simple, and has good right and full power to bargain, sell, and convey the same in manner aforesaid, and that the same are free and clear from all incumbrances, and that said grantor will warrant and defend the same against the claims of all persons whomsoever. In witness whereof, the said A. B. has hereunto set his hand this day of , A. D. 19. .. Signed and acknowledged in presence of A. B. (Certificate of acknowledgment.) No. 229. Deed of Right of Way to Railway Company. Know all men by these presents, that whereas, The .... Rail- road Company is constructing a railroad from , to ...., which will pass through the land hereinafter described, Now, therefore, A. B., the grantor, in consideration of .... dollars ($....) and the advantages which may or will result to the public in general, and said grantor in particular, by the con- struction of said railroad as now surveyed, or as the same may be finally located, and for the purpose of facilitating the con- struction and completion of said work, does hereby, for himself, his heirs, administrators, executors, and assigns, grant and re- lease unto said The .... Railroad Company, the grantee, its suc- cessors and assigns, the right of way for so much of said railroad as may pass through the following described real estate, to wit : (description of way.) Form 230 OHIO PRIVATE CORPORATIONS. 21Q Said right of way to be one hundred feet wide and to extend across the above described premises. To have and to hold the same unto the said grantee, its succes- sors and assigns, for a right of way for its tracks, side tracks, switches, and the operation of its railroad over the same. (Add covenants, release of dower, etc., as usual form of deeds.) NOTE. See Railway Co. v. Wachter, 70 O. S. 113. No. 230. Consolidation of Religious Societies. (G. C. 10004 et seq.) AGREEMENT. Whereas, the Church of , Ohio, a cor- poration duly organized under the laws of Ohio, and the Church of , Ohio, a corporation duly organized under the laws of Ohio, both of which are religious societies and churches, recognizing the same ecclesiastical jurisdiction, form of faith, gov- ernment and discipline, and desire to be consolidated or united as a single corporation: Therefore we, the subscribers, A. B., C. D., and E. F., elders, G. H., H. I., and I. J., deacons, and L. M., N. 0., and P. Q., trustees, of the Church ; and Q. E., E. 8., and S. T., elders, T. V. and U. V., deacons, and V. W., W. X., and Y. Z., trustees of the Church, have and do hereby enter into an agreement for such union or consolidation, and do hereby prescribe the following terms and conditions thereof, to wit: FIRST. The property, real, personal and mixed, of the Church, and the Church shall become and be the property of the new corporation. SECOND. The new corporation shall assume and pay all the debts and liabilities remaining unpaid by either or both of said churches. THIRD. The corporate name of the united church shall be the Church of , Ohio. FOURTH. The time for holding the first meeting of the new corporation shall be , 19 . . , at o'clock P. M., and the place shall be at No Street, in the city of , Ohio. FIFTH. The number of members of each constituent church to be chosen as elders, deacons and trustees of the new corporation, to succeed to the rights, trusts, duties and obliga- tions of such officers of the constituent churches, shall be as follows : From members of the Church three elders, three 211 FORMS. Form 231 deacons, three trustees. From members of the Church three elders, three deacons, and three trustees. Signed at , Ohio, this day of , 19... Elders of the Church. Elders of the Church. Deacons of the Church. Deacons of the . . Church. Trustees of the Church. Trustees of the Church. To the Secretary of State, Columbus, Ohio : I, , Clerk of the first meeting of the united corporation, held in pursuance of the above agreement, , 19 . . , at o'clock P. M., at Street, in the city of , Ohio, to which meeting the foregoing agreement and the proceedings and acts of the several churches and parties thereto, were submitted, and at which meeting a board of trus- tees were duly elected in accordance with the terms of said agreement, do hereby certify that the foregoing agreement, or terms of union were by a unanimous vote at said meeting, duly approved, ratified and confirmed. In witness whereof, I have hereunto set my hand this day of , A. D. 19. .. , Clerk. No. 231. Agreement to Subscribe for Stock in Corporation Not Yet Organized. This agreement, made and concluded at . . . . , Ohio, this .... day of , 19.., witnesseth : That, whereas, it is proposed to organize, under the laws of Ohio, a corporation under the name of The Company, or such other name as may be hereafter determined upon by the parties in interest, and WTiereas, it is proposed that said corporation shall have a cap- ital stock of .... dollars ($....) divided into shares of .... dollars ($....) each, which corporation shall be organized for the purpose of Now therefore the undersigned, in consideration' of their Form 232 OHIO PRIVATE CORPORATIONS. 212 mutual promises and agreements, do severally agree to and with each other, and with . . . . , the promoter of said corporation, that they will subscribe for and take and they do hereby severally subscribe for the number of shares of the capital stock of said Company set opposite their respective names. This agreement is conditional upon the procuring by said .... of valid agreements of subscription to at least .... shares of dollars ($....) each of said capital stock. In witness whereof the parties have hereunto set their hands the day and year first above written. Names. Number of shares. No. 232. Stock Pooling Agreement. Know all men by these presents, that the undersigned, the owners of the number of shares of the capital stock of The .... .... Company, a corporation organized and existing under the laws of Ohio, set opposite their names, respectively, hereby agree, one with the other, to place and deposit their certificates evidenc- ing the number of shares of said stock set opposite their respective names, with .... of . . . . , to be kept, held and possessed by said .... for and during a period of .... years from and after . . . . , 19.., upon the following terms and subject to the following re- strictions, to wit: (1) All certificates of said stock shall be endorsed in blank by the owners thereof prior to depositing the same as aforesaid, and the stock represented by the certificates so deposited shall, upon deposit as aforesaid, be pooled, and shall not be sold or in any manner disposed of, except as herein provided. (2) Each of the parties hereto does hereby promise and agree, one with the other, that if, during said period of .... years, he desires to sell or dispose of his shares of stock so deposited and pooled, he will give notice in writing of such desire to all of the other parties hereto, whereupon all of said other parties hereto shall jointly have the option and right to purchase the same within .... days after receipt of such notice for the price and upon the terms following, to wit: The amount to be paid for such shares under said option shall be the "book value" thereof at the time said notice is given, to wit: that proportionate value of the net assets of said corporation which the number of shares proposed to be sold bears to the entire issued capital stock of said corpora- tion. In determining the value of said net assets of the corporation, all patents or copyrights owned or held by the corporation and 213 FORMS. Form 233 the good will of its business shall be excluded and not taken into consideration; all materials and stock, finished, semi-finished and raw, shall be valued at the actual cost thereof with suitable al- lowance for depreciation; and the plant, machinery, equipment, fixtures and furnishings, and all accounts, claims, notes and choses in action receivable shall be valued at their value in money. From the total of said tangible property, valued as aforesaid, shall be deducted the total amount of the indebtedness of the corpora- tion. The terms of sale under said option shall be as follows : (3) It is mutually agreed that if all the parties hereto, to whom any notice of a desire to sell is given as hereinbefore pro- vided, shall be unwilling to join in a purchase under said option, that said option may be exercised by such of the parties as may desire so to do, who shall make such purchase under such option jointly; but each and every party hereto shall be entitled to par- ticipate in such purchase if he desire so to do. (4) Any and all stock purchased under the provisions of this agreement shall be owned jointly by the parties participating in its purchase; the same shall not be sold or disposed of except with the written consent of the parties owning eighty percent thereof and all dividends on the same shall be paid to . . . . , who shall distribute the same among the parties participating in its purchase. (5) This pool and agreement may be terminated at any time upon the unanimous consent of the parties hereto. In witness whereof the parties have hereunto set their hands this .... day of , 19 ... .... owning .... shares of said stock .... owning .... shares of said stock NOTE. An agreement between stockholders whereby they bind them- selves not to dispose of any stock during a certain period without their joint consent has been held to be valid. Hey v. Dolphin, 92 Hun 230 (N. Y.). Also an agreement between two or more stockholders binding themselves to offer their stock to the other, in case they desire to sell. Scruggs v. Cotterill, 67 N. Y. App. Div. 583; Jones v. Brown, 171 Mass. 318; Cook on Corporations, 622c. No. 233. Voting Trust Agreement. NOTE. For the validity of the following agreement, see Railway Co, v. State, 49 0. S. 688. Such an agreement, however, may be revoked by any one of the stockholders, although it is in terms irrevocable. Griffith v. Jewett, 15 W. L. B. 419. For voting trust agreement held invalid, see State ex rel v. Standard Oil Co., 49 0. S. 137. See also, Hafer v. Railway Co.. 14 W. L. B. 68, and article by W. P. Rogers, 7 O. L. R. 561. Form 233 OHIO PRIVATE CORPORATIONS. 214 (a) DEPOSIT BLANK. The Trust Company, Ohio. Depositary for A. B., C. D. and E. F., trustees for stock- holders of The .... Company. The undersigned, holder of the certificates of the capital stock of The .... Company listed helow, hereby deposits the same with said trustees, duly assigned to said trustees, to be exchanged for certificates of deposit issued by said The .... Trust Com- pany, on behalf of said trustees, for the purposes and subject to the terms and conditions endorsed hereon, and also endorsed on said certificates of deposit. Number of stock certificate. Date of issue. Name of person to whom issued. (Signature of depositor) . , (Address) , Ohio, , 19. (b) CERTIFICATE OF DEPOSIT. No. , Ohio, , 19... The .... Trust Company of .... hereby certifies that it has received from certificate number .... for shares of $100 each of the common stock of The .... Company, which certificate is deposited under and subject to the terms and con- ditions endorsed hereon, to which the holder hereof assents and agrees to be bound by receiving this certificate. The interest represented by this certificate is transferable only on the books of said trustees in person or by attorney and the surrender of this certificate, under rules established by the trus- tees hereunder. The .... Trust Company By .... Secretary. For A. B. C. D. E. F. Trustees. 215 FORMS. Form 233 (c) TERMS AND CONDITIONS ENDORSED ON DEPOSIT BLANK, AND ON CERTIFICATE OF DEPOSIT. (1) This deposit is made for the purpose of enabling widely separated stockholders of said The Company to actively and effectively participate in the control and management of its af- fairs for the benefit of both said corporation and said stock- holders. (2) By the deposit of the within mentioned shares with said The Trust Company of . . . . , hereinafter termed the depositary, the within named trustees are vested with the same powers, in all respects as to voting or otherwise, as if the trustees were the absolute owners thereof. (3) The genuineness of the certificates of stock deposited, in respect to which this certificate of deposit is issued, is not guar- anteed, and the trustees reserve the right to call in this certificate upon returning to the holder thereof the certificate so deposited by him in case the genuineness of such certificate is disputed or doubtful. (4) All proceedings of the trustees shall in case of dif- ference be decided by a majority of the votes of the trustees present at a meeting. (5) In case of the death or resignation of any of the trustees, or in case of a vacancy through any cause, the remaining trus- tees are authorized to fill such vacancy or vacancies, and the per- son or persons so selected shall have the same powers as if he or they had been originally a trustee hereunder. Any trustee ab- sent or incapacitated through illness may, with the consent of the other trustees, appoint a proxy or substitute who shall represent him and perform his duties hereunder. (6) Said trustees shall not, without the consent of a majority of the certificate holders at a meeting called for that purpose, agree or vote at any stockholders' meeting in favor of increasing or reducing the capital stock of said The Company, or in favor of issuing preferred stock, or of executing any mortgage on the property of said corporation except as a renewal or refunding of the loans now secured by mortgage. (7) Meetings of the certificate of deposit holders may be convened by the trustees on ten days' notice to each certificate holder mailed to his last known address. The place and time of meetings shall be fixed by the trustees and mentioned in such no- tice. (8) Each trustee is responsible only for the bona fide exer- cise of his judgment on the matters and things done by said trus- tee. No trustee shall be liable for the act or omission of any Form 235 OHIO PRIVATE CORPORATIONS. 216 agent hereunder, nor by reason of any error of law or of any matter or thing done or omitted under this agreement, except for his own malfeasance. (9) Any and all dividends declared and paid upon the shares deposited hereunder shall be paid to the persons appearing by the transfer books of said trustees to be the owners thereof. (10) A charge of .... per share is to be paid to the deposi- tary on deposit of the within shares for the purpose of defraying the expenses of such deposit and of said trustees. No. 234. Consent by Corporation to Use of Similar Name by New Corporation. (G. C. 8628). The C. D. Company consents to the use of the name, The C. & D. Company, by a corporation proposed to be formed by A. B., E. F., 0. H., I. J., and L. M., whose articles of incorpora- tion are filed herewith. In witness whereof, said The C. D. Company has caused its seal to Be hereto affixed and its name signed hereto this day of , 19... The C. D. Company, By N. 0., President. P. Q., Secretary. No. 235. General Warranty Deed by a Corporation. Know all men by these presents, that The A. B. Company, a corporation duly organized and existing under and by virtue of the laws of Ohio, the grantor, in consideration of dollars ($ ) to it paid by C. D., the grantee, the receipt of which is hereby acknowledged, does hereby grant, bargain, sell and convey unto the said grantee, his heirs and assigns forever, the following described real property, situated in the of , county of , and State of Ohio, and (description of property] and all the estate, title and interest of said grantor in and to said premises. To have and to hold said premises, with the appurtenances thereunto belonging, to the said grantee, his heirs and assigns forever, subject, however, to all legal highways and subject to the conditions herein contained. 217 FORMS. Form 235 And the said grantor, for itself and its successors, hereby covenants with the said grantee, his heirs and assigns, that said grantor is the true and lawful owner of said premises, and is well seized of the same in fee simple, and has good right and full power to bargain, sell and convey the same in manner afore- said, and that the same are free and clear from all incumbrances (except taxes for the year 19.., etc.). And further, that said grantor will warrant and defend the same against all claims of all persons whomsoever. In witness whereof, said The A. B. Company has caused its corporate name to be subscribed, and its corporate seal to be affixed to these presents by its president and secretary this day of , in the year of our Lord, one thousand nine hundred and Signed, sealed and acknowledged The A. B. Company, in presence of By P. R., President. I. J. S. T., Secretary. L. N. (Seal) ACKNOWLEDGMENT. State of Ohio, County, ss. Before me, a Notary Public, in and for said county, person- ally appeared , president (or other officer) of The Company, the corporation which executed the fore- going instrument, who acknowledged that the seal affixed to said instrument is the corporate seal of said corporation; that he did sign and seal said instrument as president (or other officer) in behalf of said corporation and by authority of its board of di- rectors; and that said instrument is the free act and deed of said The Company. In testimony whereof, I have hereunto subscribed my name at , this day of , 19... Notary Public. NOTE. See Hays v. Galion Gas Light & Ooal Co., 29 O. S. 330 (334). For execution of deeds by railway companies, see G. C. 8761. The officer of a corporation having authority to execute an instru- ment, is the proper person to acknowledge the same. Sheehan v. Davis, 17 Ohio St. 671. In deeds to corporations the words "its successors" should be used, following the word "grantee" instead of the word "heirs" which is used in deeds to individuals and which is printed in most blank deeds. Form 236 OHIO PRIVATE CORPORATIONS. 218 No. 236. Bill of Sale by Corporation of Fixtures, Lease, Good Will and Stock: (Book Accounts, Etc., Excepted), with Agreement of Officers not to Reengage in Business. Know all men by these presents, that The Com- pany, a corporation duly organized and existing under the laws of Ohio, the grantor, for the consideration of dollars ($ ) paid by The Company, the grantee, the receipt of which is hereby acknowledged, does hereby grant, bar- gain, sell, transfer and deliver unto the said grantee, its succes- sors and assigns, the following described goods, chattels and effects, to wit: all stock in trade, fixtures and property now owned and used by said The Company in connection with its business in the city of , including , and all contracts, excepting outstanding book ac- counts, bills receivable and claims for money. Also the good will established by said grantor in connection with said business of in the city of Said grantor hereby agrees to assign and transfer to said grantee, by proper instruments of conveyance, all its interest as lessee in the premises occupied by it as It is the purpose of this instrument to convey to said grantee all stock in trade, fixtures and personal property now owned and used by said grantor in connection with its business, whether or not specifically described herein, excepting the book accounts, bills receivable and claims for money. In consideration of the foregoing, and of the sum of dollars ($ ) received by A. B. and C. D. individually, the receipt of which is hereby acknowledged, and as an inducement to said grantee to pay the purchase price aforesaid, said grantor agrees that it will not as a corporation, and the said A. B. and (7. D. hereby agree that they will not as individuals, either directly or indirectly, engage in the business of in the city of , for a period of years from and after the date hereof; and during said time said The (grantor) Com- pany and A. B. and C. D. individually, agree that they will not, directly or indirectly, either in firms, corporations or as individ- uals, come into competition with said grantee, and will not inter- fere in any way or manner with the business, trade, good will or customers of said grantee. To have and to hold the same unto the said grantee, its suc- cessors and assigns, forever. And the said grantor hereby cove- nants to and with the said grantee, its successors and assigns, that said grantor is the lawful owner of the above described 219 FORMS. Form 237 goods, chattels and effects, and has good right to sell the same as aforesaid; that the same are free and clear from all incum- brances whatsoever; and that said grantor will warrant and defend the same against all lawful claims and demands what- soever. In witness whereof, the name of said grantor is hereunto sub- scribed and its corporate seal hereunto affixed by its president and secretary, and said A. B. and C. D. individually hereunto set their hands, at , Ohio, this day of , 19 ... The Company. By A. B., President. C. D., Secretary. Signed, sealed and delivered In presence of A. B. (Corporate Seal.) C. D. NOTE. See Davis v. Booth, 2 O. L. R. 310 as to agreement of officers not to re-engage in business. No. 237. Option on Manufacturing Plant. In consideration of one dollar and of other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby gives and grants unto C. D., of , the right and option to purchase, as a going concern, the (paint, oil and varnish) manufacturing business conducted by the under- signed, including all the real estate, machinery, fixtures, materials, both unfinished and finished, and supplies used in connection with said business, and also the good will, trade rights, trade marks, inventions, patents, formulae, recipes, trade names, pat- terns and all other property of every kind and nature used in connection with said business, excepting only money on hand and in bank and accounts and bills receivable, which are to be and remain the property of the undersigned. All of said prop- erty to be, at the time of such sale, free and clear of all liens and incumbrances whatsoever, including taxes and assessments. The consideration for said sale to be dollars ($ ) and, in addition, the inventory value of stock on hand at the time of completion of the sale. This option shall expire on the day of , 19 . . , unless the said C. D., or his assigns, shall on or before said day give notice in writing of his acceptance thereof, in which case the sale shall be completed, the purchase money paid, and said property delivered within days after the date of such acceptance. The undersigned hereby agrees, upon receipt of notic6 of the Form 238 OHIO PRIVATE CORPORATIONS. 220 exercise of this option, to furnish a full abstract of the title to all of said real estate, showing a good title thereto. This option may be assigned by the said C. D., and in case of such assignment before acceptance, said C. D. shall be free from any liability hereunder, the same as if the assignee had originally been named herein. Dated at , Ohio, this day of , 19 ... No. 238. Option, by Corporation, on Manufacturing Plant. For and in consideration of .... dollars ($....) and of other good and valuable considerations, the receipt of which is hereby acknowledged, The .... Company, a corporation duly organized and existing under the laws of the State of Ohio, does hereby give and grant unto C. D. of . . . ., or assigns, the exclusive right and option to purchase, as a going concern, the following prop- erty to wit: All of the real estate, buildings, improvements, easements, plant and machinery belonging to it, and situated in the City of . . . . , County of and State of Ohio : also all of the railroad tracks, switches, boilers, engines, forges, steam and water pipes, tanks, trucks, cars, extra parts of machinery, shafting, belting, pulleys, gears, tools, dies, patterns, horses, wagons, implements, materials and property of every kind and nature now being used, or in- tended to be used, in connection with the manufacture and sale of . . . . : excepting raw and partly finished material and manu- factured product hereinafter mentioned, and excepting cash on hand and in bank and bills and accounts receivable: also, all the good will, trade rights, trade marks, brands, in- ventions, patents, formulae, recipes and trade names now owned and used by it. All of said property to be, at the time of said sale, free and clear from all liens and incumbrances whatsoever, including taxes and assessments. The consideration for said sale to be dollars ($....), payable as follows :$.... on notice of the exercise of this option and the balance of $ .... at the time of the completion of said sale. This option shall expire on the .... day of , 19 ... Notice of the exercise of this option shall be in writing signed by said C. D., or assigns, and mailed to said The Company, or delivered to its president or secretary. Said The .... Company further agrees, that, on notice of the 221 FORMS OPTIONS. F orm 238 exercise of this option and on payment of said sum of $ to apply on said purchase price, it will, within .... days after said payment, furnish to said C. D., or assigns, for examination, full abstracts showing clear title of record to all of its said real estate. Upon final consummation of said sale said The .... Company agrees to convey all of said real estate and appurtenances by good and sufficient deed or deeds of general warranty, and to execute and deliver such bills of sale and other instruments as may be necessary or proper for effectually conveying and trans- ferring all of said property, both real and personal: and further, said The .... Company agrees to procure and cause to be executed and delivered, together with said instruments of con- veyance, the agreement or agreements of said The Com- pany, and of , . . . . , and , its president, secretary and treasurer, respectively, binding said The .... Company and said , . . . . , and . . . . , for a period of .... years after the completion of said sale, not to engage, or be interested, directly or indirectly, either individually, or in firms, corporations, or as stockholders, directors, officers, clerks, agents or employees, in the business of manufacturing, buying and selling .... or any kin- dred products, or by-products, in said City of or within .... miles therefrom. By the exercise of this option, it is expressly agreed, on the part of said C. D., or assigns, that, in addition to the purchase of the property above mentioned, he, or they, will further pur- chase all raw and partly finished materials, on hand or in transit, at the cost thereof to said The .... Company, also all finished product at the inventory thereof; also all unexpired policies of fire, liability, or other insurance then in force, at the pro rata value thereof. Payment for said raw and partly finished materials, finished, product and insurance policies to be made in cash upon comple- tion of said sale. It is further agreed on the part of said C. D., or assigns, by the acceptance of this option, that he or they will assume and be bound by all bona fide contracts theretofore made by said The Company for the purchase or sale of raw materials and supplies and finished product. Said The Company agrees that this option may be as- signed, and that the same shall inure to the assignee or as- signees thereof, and that in case of such assignment before the exercise of this option, said C. D. shall be under no liability hereunder. In witness whereof, said The Company has caused its corporate name to be signed hereto by its president by authority of its board of directors, duly ratified by its stockholders, as Form 240 OHIO PRIVATE CORPORATIONS. required by law, and its corporate seal to be hereto affixed at- tested by its secretary this day of , 19... The .... Company, By . . . . , President. (Corporate seal.) Attest. . . . . , Secretary. NOTE. See G. C. 8710 to 8718. No. 239. Option to Purchase Stock in Corporation. , Ohio, , 19. .. In consideration of .... dollars ($....), the receipt of which is hereby acknowledged, I hereby give to C. D. the right and option to purchase from me at any time within .... days from the date hereof .... shares of the .... (common or preferred) stock of The .... Company at $ .... per share, payable in cash. All dividends, for which the transfer books close during said time, go with the stock. One day's notice of the exercise of this option is required, except on the last day. A. B. No. 240. Option to Purchase Stock at "Book Value"; Certificates to be Deposited with a Trust Company. NOTE. This plan is sometimes adopted where the option covers a large block of stock and runs for a considerable period of time, the trans- ferable receipts of the trust company enabling the person granting the option to use his stock as collateral, etc., meanwhile. For stock pooling agreement with option, see form No. 232. This agreement made this .... day of , 19. ., by and between A. B. of . . . . , party of the first part ; C. D. of . . . . , party of the second part, and The E. F. Trust Company, of . . . . , hereinafter called the Trustee, party of the third part, witnesseth : (1) That in consideration of .... dollars ($....), received to his full satisfaction of said party of the second part, said party of the first part hereby gives and grants to said party of the second part the exclusive right and option to purchase, at any time prior to , 19 . . , .... shares of the common stock of The X. Y. Company, in the manner and for the price here- inafter set forth. (2) Said party of the first part has this day deposited with said Trustee certificates for said .... shares of stock, duly en- dorsed in blank for transfer, to be held by that depositary as trustee for the purposes hereinafter set forth. (3) The price to be paid for said stock under said option shall 223 FORMS OPTIONS. Form 240 be an amount in cash equal to its "book" or "net" value at the time the notice hereinafter mentioned is given, to wit: that pro- portion of the value of the net assets of said corporation which the number of shares to be purchased bears to the entire issued capital stock of said corporation. In determining the value of said net assets the merchandise, stock and materials shall be valued at the actual cost thereof with suitable allowance for de- preciation; the plant, machinery, equipment and fixtures shall be taken at a fair inventory value, with a suitable allowance for depreciation, and the accounts and notes receivable shall be taken at their face value, less a suitable allowance for prospective losses. From the total value of all the assets of said corporation, ascer- tained as aforesaid, shall be deducted all debts and liabilities of the corporation (if preferred stock is outstanding add "and an amount in cash equal to the value of the total issued preferred stock of said corporation,") and the remainder shall be divided by the total number of shares of the common stock of the Com- pany, issued and outstanding, and the quotient shall be the "book" or "net" value per share of said stock, and the price per share at which said common stock under this option may be obtained. (4) Said party of the second part, or his assigns, may exercise said option at any time during said period by notice in writing to the party of the first part by registered mail, at his last known usual place of residence and to the Trustee at its office. Within .... days after the date of the mailing of such notice, the party of the first part shall furnish, or cause to be furnished to the Trustee and the party of the second part, or his assigns, a state- ment of the net value of the common stock of said corporation, ascertained as aforesaid, certified to by the treasurer of said corporation. If the party of the first part fails or refuses to furnish such statement of the net value of said stock, within the time herein limited, or in case the net value of such stock is, in the opinion of the party of the second part or his assigns, incorrect, then the net value of said stock shall be determined by arbitration as follows: The party of the second part shall choose an arbitrator, giving notice thereof by mail to the Trustee and to party of the first part. Within thirty days after the mailing of said notice said party of the first part shall choose an arbitrator and give notice thereof by mail to the Trustee and to party of the second part. In case party of the first part shall fail to choose an arbitrator and give notice thereof within the time above limited the Trustee is hereby authorized and directed, upon the request in writing of the party of the second part, or his assigns, to choose a disinterested person as arbitrator in behalf of the party of the first part. The two Form 240 OHIO PRIVATE CORPORATIONS. 224 arbitrators so chosen shall choose a third arbitrator and the three so chosen shall proceed to fix the value of said stock in the method hereinbefore prescribed. Then award in writing signed by any two of said arbitrators shall be final and conclusive as to the net value of said stock. The expense of said arbitration shall be borne by the party of the ---- part. Unless arbitration be requested by party of the second part, as aforesaid, the statement furnished by party of the first part, certified by the treasurer of said corporation, shall fix the value of said stock. At any time within .... days after the net value of the stock is fixed by either of the aforesaid methods, the party of the second part may request of the Trustee, and the Trustee upon such request and upon receiving a certified copy of the cer- tificate of said treasurer, or of the award of the arbitrators, is hereby authorized to deliver to said party of the second part, or his assigns, the certificates of stock deposited with the Trustee hereunder, upon payment in cash of the value of the stock, fixed as aforesaid. The Trustee shall pay the avails of said sale to said party of the first part, or to the holders of the transferable receipts of the Trustee hereinafter mentioned, but only upon sur- render of said transferable receipts properly endorsed for can- cellation. (5) The Trustee shall issue to said party of the first part transferable deposit receipts in the following form: .... Shares. TRANSFERABLE DEPOSIT RECEIPT. THE X. Y. COMPANY. The E. F. Trust Company certifies that ........ has de- posited with it certificates for .... shares of the common stock of the X. Y. Company to be held subject to the terms of a certain agreement, dated ........ , 19. ., which said agreement provides that the holder hereof will be entitled to the return of said cer- tificates or to payment of the avails thereof as therein provided, but only upon surrender of this receipt properly endorsed for cancellation. The E. F. Trust Company, By ......... ........ , 19... (Endorsed) ........ , 19... For value received .... hereby sell, assign and transfer to ........ the within certificate and all rights and interests there- under. Witness : 225 FORMS OPTIONS. Form 240 (6) If said option shall not be exercised within the time and in the manner herein provided, then and in that event, the Trustee shall return the certificates to party of the first part, or to the holders of the transferable deposit receipts hereinbefore mentioned, but only on the surrender of said receipts properly endorsed for cancellation. (7) Said Trustee shall be and is hereby appointed the true and lawful attorney of the party of the first part, in his name and stead, to make all necessary transfers of stock deposited hereunder and for him, the said Trustee may execute all neces- sary acts of assignment and transfer, the party of the first part hereby ratifying and confirming all that his said attorney shall lawfully do by virtue hereof. (8) It is mutually agreed between the parties hereto: (a) That all charges for the services and expenses of the Trustee hereunder shall be paid by the party of the second part; (b) That this agreement shall inure to, and shall be binding upon, the executors, administrators, successors and assigns of the parties hereto; (c) That this agreement is signed in triplicate, and any one copy may be used as an original; (d) That the recitals in this agreement are not made by the Trustee and shall not be construed to impose any obligation or responsibility upon it in respect thereof; and that the Trustee shall not be liable in respect to any act performed or omitted to be performed by it hereunder save and except for its own wilful default. (e) That unless written notice of a change of address be given any notice hereunder may be given to party of the first part by mailing the same to A. B. at . . . . ; to party of the second part or his assigns, by mailing the same to C. D. at . . . . , and to the Trustee by mailing the same to it at its office in In witness whereof the parties of the first and second parts have hereunto set their hands and said party of the third part has caused its corporate name to be signed and its corporate seal to be affixed hereto the day and year first above written. Witnesses : A. 5. C. D. The E. F. Trust Company, By Form 243 OHIO PRIVATE CORPORATIONS. 226 No. 241. Option Contract to Purchase Stock, if Vendee Desires to Resell. Whereas, A. B. has this day purchased shares of the (common or preferred) stock of The Com- pany, for the price of .... dollars per share ; Now I, the undersigned, in consideration of said sale, and in consideration of one dollar ($1) paid to me by said A. B., the receipt of which is hereby acknowledged, do hereby agree that if, at the expiration of one year from the date hereof, the said A. B. shall desire to sell said stock at the price paid by him therefor, I will purchase the same and pay to him the amount paid by him therefor, together with interest thereon at the rate of .... percent per annum. , Ohio, , 19... No. 242. Option to Deliver Stock (A "Put"). , Ohio, , 19... For value received, the bearer may deliver me .... shares of the .... (common or preferred) stock of The Com- pany at .... percent, at any time in .... days from date. The undersigned is entitled to all dividends or extra dividends de- clared during said time. Expires , 19.., at P. M. No. 243. Option to Purchase Stock (A "Call"). , 19... For value received the bearer may call on me on one day's notice, except last day, when notice is not required, for .... shares of the .... (common or preferred) stock of The .... Company at .... at any time within .... days from date. All dividends, for which transfer books close during said time, go with the stock. Expires , 19.., at 3 P. M Note. See Treat v. White, 181 U. S. 264. 227 FORMS. Form 245 No. 244. Bond to Corporation Issuing New Certificate of Stock in Lieu of Lost or Destroyed Certificate. (G. C. 8673-17.) Know all men by these presents, that we, A. B. as principal and E. F. as surety, are held and firmly bound unto The .... Company in the sum of dollars ($ ) for which payment well and truly to be made we bind ourselves firmly by these presents. Dated this day of , 19... The condition of this obligation is such, that whereas, a cer- tificate for .... shares of the capital stock of said The .... Company, being certificate number ...., owned by and standing on the books of said corporation in the name of said A. B., has been lost or destroyed, and can not be produced by him, and whereas, at his request, and upon his promise to indemnify and save harmless said The .... Company in the premises and to surrender said certificate when found to said The Company, to be cancelled, said The .... Company has this day issued to said A. B. a new certificate for shares in lieu of said cer- tificate so lost or destroyed: Now if said A. B. shall well and truly indemnify and save harmless said The .... Company, its successors and assigns, from and against said certificate of stock and from and against any and all damages, costs, charges and expenses, including at- torney's fees, and all actions and suits, whether groundless or otherwise, by reason of said certificate of stock, and shall sur- render or deliver the same, as soon as the same shall be found, to be cancelled, then this obligation shall be void; otherwise to remain in full force and effect. In presence of A. B. E. F. No. 245. Bond of Treasurer of Corporation. Know all men by these presents, that we, A. B. as principal and E. F. as surety, are held and firmly bound unto The C. D. Company, a corporation duly organized and existing under and by virtue of the laws of Ohio, with its principal office in the City of , Ohio, in the sum of .... dollars ($ ) for which payment well and truly to be made we do bind ourselves firmly by these presents. Dated this day of , 19 ... The condition of this obligation is such that, whereas, the said A. B. has been elected treasurer of said The C. D. Company Form 246 OHIO PRIVATE CORPORATIONS. for the period of one year from the day of . ..., 19.., and thereafter until his successor is elected and qualified. Now if the said A. B. shall well, honestly and faithfully perform and discharge his duties as such treasurer and shall account to said The C. D. Company, its successors or assigns, for all money and property that may come into his possession or under his control, and shall well and faithfully pay and deliver said money and property as required or directed by said corporation, then this obligation to be void, otherwise to remain in full force and effect. Provided that any forbearance on the part of The C. D. Com- pany toward the said A. B. in respect to his failure or neglect in the performance and discharge of his duties as such treasurer, or any extension or extensions by said corporation of the time or times of said payments of money or deliveries of property shall not in any manner operate to release or discharge the said E. F. from his liability under the foregoing obligation. Signed and delivered in presence of A. B. E. F. No. 246. Collateral Note. $ , Ohio, , 19. .. .... days after date .... promise to pay to the order of .... Bank, .... dollars, for value received, at the office of said Bank with interest at .... percent per annum, having deposited with said Bank as collateral security for payment of this or any other liability or liabilities of .... to said Bank, due or to become due, or that may be hereafter incurred, the following property: (description of property) the market value of which is now $....: in case of depreciation of the same, or of any other securities which may be hereafter pledged for this loan, a payment shall forthwith be made on account, or additional securities given, satisfactory to said Bank, so that the market value of the collateral shall always be at least .... percent in excess of the amount unpaid on this note. In case of failure so to do, this note shall be deemed to be due and payable on demand, with full power and authority to sell, assign and deliver the whole of said property, or any part thereof, at public or private sale at the option of said Bank, or its assigns, and with the right to themselves become the purchasers thereof at public sale, freed and discharged from any equity of redemp- tion, on the nonperformance of this promise or the nonpayment of any of the liabilities hereinbefore mentioned, at any time or times thereafter, without advertisement or notice. All legal or 229 FORMS. Form 247 other costs and expenses for collection, sale and delivery to be deducted from the proceeds of such sale, and the residue applied on any or all of the liabilities under this note and agreement: the overplus, if any, to be returned to the undersigned. No. 247. Collateral Note. Another Form. , Ohio, , 19... after date .... promise to pay to the order of .... Bank .... dollars, for value received, at the office of said Bank with interest at .... percent per annum, having deposited with said Bank as collateral security for payment of this or any other liability or liabilities of .... to said Bank, due or to become due, or that may be hereinafter incurred, the following property : (description of property) the market value of which is now $ with the right on the part of said Bank from time to time to demand such additional collateral security as it may deem sufficient should the market value thereof decline, and also give said Bank a lien for the amount of all said liabilities upon all the property or securities given unto or left in its possession by the undersigned, and also upon any balance of the account of the undersigned with it. Upon failure to comply with any such demand, this obligation shall forthwith become due, will full power and authority to it, or its assigns, in case of such default or of the nonpayment of any of the liabilities above mentioned at maturity, to sell, assign and deliver the whole or any part of such securities, or any substitutes therefor or additions thereto, at any brokers' board, or at public or private sale, at its option, at any time or times thereafter without advertisement or notice to the under- signed, and with the right on the part of said bank to become purchaser thereof at any public sale thereof or at any sale thereof at brokers' board, 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 the payment of any, either or all of said liabilities, as it may deem proper, rendering the overplus, if any, to the undersigned: and the un- dersigned will remain liable for any amount remaining unpaid after such sale. The undersigned do hereby authorize and em- power said Bank, at its option, at any time, to appropriate and apply to the payment and extinguishment of any of the above named obligations or liabilities, whether now existing or here- after contracted, any and all moneys now or hereafter in its pos- Form 248 OHIO PRIVATE CORPORATIONS. 230 session, on deposit or otherwise, to the credit of or belonging to the undersigned, whether said obligations or liabilities are then due, or not due. No. 248. Syndicate Agreement. A. & B. RAILWAY SYNDICATE. An agreement made and entered into this .... day of .... ...., 19.., by and between L. M. and S. TV, parties hereto of the first part, hereinafter sometimes called "Syndicate Managers," and the individuals, firms and corporations other than the Syndicate Managers subscribing hereto severally, parties hereto of the second part, hereinafter sometimes called "Syndicate Sub- scribers," and all of whom together with the Syndicate Managers constitute the "Syndicate." "Whereas, The 0. & P. Traction Company is a corporation organized under the laws of the State of Ohio for the purpose of constructing and operating an electric street railroad property, to wit, from the City of .... in .... County, Ohio, to the City of in .... County, Ohio, with the right to make exten- sions and branches from said street railroad; and Whereas, It is proposed by the Syndicate to acquire as large an amount as possible of the outstanding capital stock of said Traction Company, and also all outstanding claims against said Traction Company and the assets thereof, and after having acquired the same to construct certain electric street railways over the route authorized by the charter of said Traction Com- pany, with extensions and branches therefrom; and Whereas, For accomplishing said purposes and providing the necessary funds therefor, and for the other purposes herein set forth, the parties hereto desire to form a Syndicate, to be known as A. & B. Railway Syndicate. Now, therefore, this agreement witnesseth : that in consider- ation of the premises and the mutual promises and agreements herein made, and the sum of one dollar ($1.00) by each of the parties hereto in hand paid to the other, the Syndicate Managers and the Syndicate Subscribers hereto agree as follows: FIRST. The parties hereto hereby form a Syndicate for the purpose of acquiring as large an amount as possible of the capital stock of said Traction Company, together with the claims against said Traction Company and the assets thereof, and after having acquired the same, of financing said Traction Company and constructing an electric street railroad, as authorized by the charter of said Traction Company, with extensions and branches therefrom, and of bringing the property of said Traction Com- 231 FORMS. Form 248 pany to successful operation and of doing and performing such other things as may, in the judgment of the Syndicate Managers, be necessary or proper in connection therewith. SECOND. The Syndicate Managers are hereby authorized, as attorneys and agents for the Syndicate Subscribers severally, to purchase on their behalf and for them, as large an amount as possible of the capital stock of said Traction Company to- gether with its assets, at such a price and upon such terms and conditions as may be deemed advisable by the Syndicate Managers. THIRD. The Syndicate Managers, for the purposes con- templated by this agreement, are authorized to proceed with the construction of the street railway system of the Traction Com- pany with extensions and branches therefrom, and for that pur- pose to have the capital stock of the said Traction Company increased or if deemed advisable to organize a corporation under the laws of the State of Ohio with such name and capitaliza- tion as may be designated by the Syndicate Managers, for the purpose of taking over the stock, property and assets of, and claims against, said Traction Company. Wherever the designation "Traction Company" occurs in this agreement, the same shall be held and deemed to apply to either The 0. & P. Traction Company by the present corporate name or by any change of name, or to said new corporation to be organized as the context may require or indicate. The Syndicate Managers are given full power, authority and discretion to determine all matters relating to the capitalization of The Traction Company, and of the stocks, bonds, or securities to be issued thereby, and are also authorized to acquire any or all of the stocks, bonds or securities issued by said Traction Com- pany, for the benefit of the Syndicate. FOURTH. The Syndicate Managers agree to proceed with reasonable diligence to carry out and consummate, in so far as they may be able to do so, the purposes for which this Syndicate is organized, in such manner as in their judgment may be best to that end, and to do all things and perform all acts which in their judgment shall be deemed for the best interests of the Syndicate. FIFTH. Each Syndicate Subscriber shall set opposite his name as signed hereto or to any counterpart hereof, the amount of his subscription to the Syndicate, and shall pay as herein pro- vided the amount thereof as called by the Syndicate Managers. All funds received by the Syndicate Managers from the Syndi- cate Subscribers shall be expended and disposed of in the follow- ing manner: (a) The payment of all expenses of the Syndicate and the Syndicate Managers, including incorporation expenses and Form 248 OHIO PRIVATE CORPORATIONS. 32 charges, counsel and attorney's fees, brokers' commissions, in- terest, charges, expenses and commissions on Syndicate loans, and other necessary and proper disbursements and expenses made or incurred in connection with the carrying out of this agree- ment. (b) The payment of and for such amount of the capital stock of the Traction Company, and the assets thereof, as the Syndicate Managers may be able to acquire; the constructing, building and equipping of said street railway system, and the purchasing and acquiring of stocks, bonds and securities of said Traction Company, or any of said purposes which may be deemed advisable by the Syndicate Managers. SIXTH. The Syndicate Subscribers irrevocably nominate and appoint the Syndicate Managers, and their survivors, as their agents and attorneys, with full power to do any and all acts and to enter into and execute all agreements or other in- struments necessary or proper or by the Syndicate Managers deemed expedient in the premises and for the purposes of this Syndicate Agreement, and to that end, to absolutely control the stock, claims and assets of the Traction Company so to be acquired, together with all stocks, bonds and securities of the Traction Company now or hereafter issued or authorized and acquired by the Syndicate, as fully in all respects as if the Syndicate Managers were the owners thereof, and to pledge any or all of said stocks, claims, assets, bonds and securities, or any portion thereof, or this contract and the several obligations of the Syndicate Subscribers hereunder, as security for the repayment of money borrowed on behalf of the Syndicate. It is further agreed that if the Syndicate Managers pledge the stocks, bonds and securities of the ' Traction Company, or this agreement and the several obligations of the Syndicate Subscribers, as security for the payment of the Syndicate's obli- gations, the person, firm or corporation to whom the same are pledged shall have the right and power, in order to secure pay- ment of such obligations, to make calls upon the subscriptions hereunder in case the Syndicate Managers neglect or refuse to make the same. SEVENTH. The Syndicate Subscribers agree that they will from time to time, and at any time on call of the Syndicate Managers, and to the amount of such call or calls, make cash payments on account of their respective subscriptions hereunder, upon ten (10) days written notice by mail from the Syndi- cate Managers; all payments hereunder by the Syndicate Sub- scribers shall be made to The Trust Company, . . . . , Ohio, for the account of the Syndicate Managers. Each Subscriber shall, at the time of making each of the payments called here- nnder, receive a certificate issued by said Trust Company, cer- 233 FORMS SYNDICATE AGREEMENT. Form 248 tifying to the amount of such payment and the interest of such Subscriber in said Syndicate, subject to the terms and condi- tions of this agreement; said certificate shall be in assignable form, and be transferable only on the books of said Trust Com- pany by due assignment and surrender of such certificate, and upon due assignment and surrender thereof, a new certificate may be issued in the name of the transferee. No such assign- ment or transfer or issue of a new certificate to a transferee shall release any Subscriber hereto from his obligations as- sumed hereunder. Every Syndicate Subscriber and any and all owners, holders, transferees or pledgees of said certificates, or of the bonds, stocks or securities represented thereby, or deliver- able thereunder, hereby ratify and approve the action of the Syndicate Managers and of the officers and directors of said Traction Company in the matter of issuing, paying for and dis- posing of the stocks, bonds and securities issued by said Trac- tion Company. EIGHTH. The Syndicate Managers shall have the sole direction, management and the entire conduct of the Syndicate, and the enumeration of particular or specific powers in this agreement shall not be considered as in any way limiting or abridging the general power or discretion intended to be con- ferred upon and reserved to the Syndicate Managers in order to authorize them to do any and all things proper, necessary or expedient in their discretion to carry out the purposes of this agreement; neither shall they, or either of them, be liable under any of the provisions of this agreement, or in or for any matter connected therewith, except for want of good faith or mal- feasance. NINTH. The Syndicate Managers may be Subscribers to the Syndicate and to the extent of any subscription or reserva- tion by them, they are to participate in the profits and losses and the securities purchased or acquired, to the same extent as the other Subscribers. TENTH. Each Syndicate Subscriber hereby ratifies, assents to and agrees to be bound by any action of the Syndicate Managers taken under this agreement, and agrees to perform all of his undertakings hereunder from time to time, on call of the Syndicate Managers, to the full extent of the amount set opposite his name or allotted to him, but he shall be liable hereunder solely to the Syndicate Managers or their successors or assigns, or to the Traction Company issuing any bonds, stocks and securities purchased hereunder, or to the person owning the same, and only to the extent of his individual subscription to the Syndicate. ELEVENTH. The failure of any Syndicate Subscriber to perform any of his undertakings hereunder shall not affect or j Form 248 OHIO PRIVATE CORPORATIONS. 234 release any other Subscriber. The Syndicate Managers may, in their discretion, by written consent, release any Syndicate Sub- scriber. In case any Syndicate Subscriber shall fail to perform any of his undertakings hereunder or be released 'by the Syndi- cate Managers, other Subscribers may be received by the Syndi- cate Managers and take the share of the Subscriber so failing to perform his undertakings or so released. Upon failure of any Syndicate Subscriber to perform any of his undertakings hereunder, the Syndicate Managers shall have the right at their option to exclude such Syndicate Subscriber from further inter- est and participation in the Syndicate, and to hold him liable for all damages caused by his failure. Nothing contained in this agreement or otherwise shall con- stitute the Syndicate Subscribers partners with the Syndicate Managers or with one another, or render them liable to con- tribute more than the amounts of their subscriptions, as afore- said, or entitle them to any participation in the results or profits of said Syndicate other than as specified in this agree- ment. TWELFTH. This agreement shall bind and benefit ratably according to the amount of the several subscriptions, not only the parties hereto but their respective successors, survivors, as- signs and personal representatives. Two originals hereof are to be signed : by the Syndicate Managers and one original is to de- posited with The .... Trust Company, and counterparts may 'be signed by the Syndicate Subscribers and retained by the Syndicate Managers, or by said Trust Company, and all shall be taken and deemed to be one original instrument. THIRTEENTH. All notices issued by the Syndicate Man- agers hereunder shall 'be mailed to the addresses of subscribers as given below opposite their respective names. The holding of certificates issued by said Trust Company in pursuance thereof, shall constitute such holders parties to this agreement, as fully to all intents and purposes as signing the same. FOURTEENTH. It is mutually agreed that during the term of this agreement the Syndicate Managers shall have full power of sale, or exchange for other stocks and bonds, or either, of any other Company or corporation, of all stocks, bonds and securities acquired and received by them on 'behalf of the Syndi- cate Subscribers, and also of any stocks, bonds or securities re- ceived in exchange therefor, upon sale to or consolidation with any other corporation upon such terms, prices and conditions as may be deemed by them to be for the interests of the Syndicate, and that until the distribution of said stocks, bonds, or securi- ties to the Subscribers hereto, all stocks of said Traction Company, and all other stocks, bonds or securities belonging to the Syndi- cate, shall be held by and in the name of the Syndicate Managers, 235 FORMS SYNDICATE AGREEMENT. Form 248 or their nominees, with full power in the Syndicate Managers or their nominees, to vote the same at any and all meetings of the stockholders of the corporation issuing said stocks, bonds or securities. FIFTEENTH. Should the Syndicate Managers in carrying out this agreement sell and dispose of the holdings of the Syn- dicate hereunder for cash or securities, the Syndicate Managers shall be entitled to hold and retain .... ( . . ) percentum of the profits of the Syndicate, either in cash or securities, the same to be in full as compensation to the Syndicate Managers for their services performed hereunder. After the deduction of the said ( . . ) percentum of said profits as compensation to the Syndicate Managers as above, the balance of said profits shall be distributed pro rata to the Syndicate Subscribers from time to time, in the discretion of the Syndicate Managers. Should the Syndicate Managers not sell or dispose of the holdings of the Syndicate hereunder, but distribute the same to the Syndicate Subscribers, the Syndicate Managers at the time of such distribution shall be entitled to hold and retain ( . . ) percentum, in par amount, of any and all common cor- porate stocks at that time owned by the Syndicate, the same to be in full compensation to the Syndicate Managers for their services performed hereunder; and after the deduction of said .... ( . . ) percentum of said common corporate stocks as afore- said, the balance of said ordinary corporate stock, together with any bonds or other securities owned by the Syndicate shall be distributed pro rata, to the subscribers from time to time, in the discretion of the Syndicate Managers. Whenever any partial distribution is made to the Syndicate Subscribers hereunder, said subscribers shall present the certifi- cates, representing their interests, to said Trust Company, and have said distribution endorsed thereon, and upon such final distribution hereunder, the Syndicate Subscribers shall surrender their said certificates. All expenses and obligations of the Syndicate shall be a charge against the cash, securities or property at any time owned by the Syndicate. SIXTEENTH. In case of the death, resignation or in- ability to act of either of the Syndicate Managers, the survivor shall have power subject to the approval of The Trust Company, to designate, by writing, filed with the said Trust Company, a person to fill the place so made vacant; and in case said survivor fails to fill said vacancy within thirty (30) days after such death, resignation or inability to act, and to give a written notice of such designation to said Trust Company, and to secure the approval of said Trust Company, then the said Form 248 OHIO PRIVATE CORPORATIONS. 236 Trust Company shall have power to designate a person to fill the place so made vacant. In case of the death, resignation or inability to act of hoth of said Syndicate Managers, The Trust Company shall have power to designate persons to fill the places so made vacant. In case said Trust Company fails to fill said vacancy or vacan- cies within thirty (30) days after the date of the accruing of its right to fill said vacancy or vacancies, a majority in amount of the Subscribers hereto, who have paid the full amount of all calls made, shall have power to name and designate, in writing, a successor or successors, and such successor or successors chosen in any manner as above provided shall, upon acceptance in writ- ing endorsed upon this agreement, be clothed with all the powers and be subject to all the duties conferred and enjoined upon the Syndicate Managers herein. SEVENTEENTH. It is mutually agreed that the obliga- tions of the Syndicate Subscribers under this contract are several and not joint, and that no one of said subscribers shall be liable for a breach of this contract by any other Subscriber than himself. Each and every party hereto will, upon reasonable request, execute and deliver all further writings which may be necessary or proper to carry this agreement into effect. EIGHTEENTH. No calls shall be made by the Syndicate Managers upon the subscriptions of the Syndicate Subscribers until the total subscriptions hereto shall equal the sum of dollars ($ ). NINETEENTH. The Syndicate Managers shall have power to reduce the subscription or subscriptions of any or all of the Syndicate Subscribers for any reason deemed by the Syndicate Managers to be for the benefit of the Syndicate. TWENTIETH. All action taken by the Syndicate Man- agers hereunder shall be in pursuance of unanimous agreement of the Syndicate Managers. In case the Syndicate Managers are unable to agree, either or both of the Syndicate Managers may make statements in writing to The .... Trust Company of the matters in dispute or the proposed action, and the said Trust Company is hereby given full power, right and authority to settle and determine the dispute submitted or the action pro- posed, and its decision of any such matters shall be final and binding on all the parties hereto, and the action of the Syndi- cate Managers shall in such event be in accord and compliance with the decision of the Trust Company. Each of said Syndicate Managers hereby agrees to be bound by such decision of the Trust Company and to execute any and all deeds, transfers, contracts, or assignments as may by the Trust Company be deemed necessary, proper or convenient to 237 FORMS UNDERWRITING AGREEMENT. Form 249 carry out and make effective the decision of the Trust Com- pany. TWENTY-FIRST. This agreement shall continue in force and operation for a period of .... ( . . ) years from and after , 19..; provided, however, that if the Syndicate Man- agers deem it to be for the best interests of the Syndicate to extend the term of the Syndicate for one (1) year from and after the expiration of said period of ( . . ) years, they may do so, by giving notice in writing of such intention to the Syndicate Subscribers, at any time on or before thirty (30) days prior to the expiration of the said period of ( . . ) years ; and the Syndicate Managers may, if they deem best to do so, terminate this Syndicate at any time, upon written notice of such intention to the Syndicate Subscribers. IN" WITNESS WHEREOF, the Syndicate Managers, parties hereto of the first part, and the Syndicate Subscribers, parties hereto of the second part, have subscribed an original or coun- terpart hereof, as of the day and year first above written. L. M S. T Syndicate Managers. Syndicate Subscribers. Amount of Name Address Subscription No. 249. Underwriting Agreement. We, the undersigned, each for himself severally and not jointly, do hereby agree to and with each other, and with the Trust Company of , for itself and The A. B. Company, to subscribe to, receive and pay for the amount of (bonds or stock) of The A. B. Company, set opposite our respective signatures below, at the price of dollars ($ ) for each (bond or sltare of stock), percent of which price shall be payable upon allotment and the remainder on demand of The Trust Company. We further agree to receive and pay for any smaller amount than that subscribed for which may be allotted to us. The conditions of this underwriting agreement are as follows: (1). This agreement shall not be binding upon the under- Form 249 OHIO PRIVATE CORPORATIONS. 233 signed unless the entire amount of dollars ($ ) of (bonds or stock) shall have been underwritten. (2). Within such reasonable time as shall be fixed by The Trust Company, the entire amount of dol- lars ($ ) of (bonds or stock), less any amount taken and withdrawn by the underwriters as hereinafter set forth, shall be offered to the public, through such brokers or bankers as shall be designated by The Trust Company, for subscription at not less than the price of dollars ($ ) for each (bond or share of stock) . (3). If the amount of (bonds or stock) subscribed and paid for, upon said public offering, shall be equal to, or exceed, the amount of (bonds or stock) so offered to the public, then all liability under this agreement shall cease. (4). If the amount of (bonds or stock) sub- scribed for, upon said public offering, shall be less than the total amount of (bonds or stock) so offered to the public, or if the (bonds or stock) subscribed for, on such public offering, shall not be paid for in full at the minimum price above specified, then the deficiency in subscriptions and payments shall be made good by the underwriters, on demand of said The Trust Company, pro rata, in the propor- tion which the subscriptions of each underwriter, less any amount taken and withdrawn by him, shall bear to the total amount of (bonds or stock) so offered to the public. (5). Each underwriter shall receive preferred and common stock of The A. B. Company, in an amount, at par, equal to .... percent of the par value of the (bonds or stock) hereby underwritten by him, in each class of stock, and all the proceeds, not exceeding five (5) percent, realized from the sale of (bonds or stock) at public issue in excess of ninety (90) percent, after deducting issue expenses, shall belong to the underwriters. (6). Any underwriter shall have the option of withdrawing, from the public offering, any of the (bonds or stock) hereby underwritten by him, provided that he notify The Trust Company five days prior to the date fixed for the public issue, that he elects to purchase said (bonds or stock) and provided that, in the proportion of (bonds or stock) so purchased, he shall be deemed to have waived his right to participate in the cash proceeds realized from the public issue. (7). No underwriter shall sell or offer for sale the (bonds or stock) so purchased, nor any of the bonus shares re- ceived by him, until months after the date of payment by him for the (bonds or stock) so purchased, with- out the consent of The Trust Company. , Ohio, 19... 239 FORMS. Form 250 Names. Addresses. Bonds (or stock) Underwritten. No. 250. Underwriting Agreement. Another Form. This agreement made at , Ohio, this day of , 19 . . , Witnesseth : Whereas, A. B., hereinafter sometimes called "promoter," proposes to organize a corporation under the laws of Ohio to he called The Company, or such other name as may hereafter he selected hy the parties in interest, hereinafter some- times called "the corporation" for the purpose of (state purpose of new corporation). The corporation shall have a capital stock of dollars ($ ) consisting of dollars ($ ) of preferred stock, divided into .... shares of the par value of dollars ($ ) each, the dividends on said pre- ferred stock to be .... percent, cumulative ; and dollars ($ ) of common stock, divided into shares of the par value of dollars ($ ) each, and Whereas, the promoter has acquired options and contracts for the purchase of certain properties, desirable for the busi- ness of the corporation, at certain prices, to be paid for in part in cash, and partly in stock of the corporation, and Whereas, it will be necessary to raise at least dollars ($ ) in cash to complete said purchases and pro- vide the necessary working capital for the corporation, and Whereas, it is advisable to form a syndicate for the purpose of furnishing the cash so required, by underwriting a subscription to the preferred stock of the corporation, at par, such syndi- cate to be composed of The Trust Company of as "syndicate manager" together with the per- sons, other than the promoter and The Trust Form 250 OHIO PRIVATE CORPORATIONS. 240 Company, subscribing hereto severally, hereinafter sometimes called '"'syndicate subscribers," and Whereas, the syndicate, for underwriting said stock and fur- nishing said cash, is to receive, as a commission therefor from the promoter, dollars ($....) par value of the com- mon stock of said corporation, full paid and non-assessable, which commission, after paying the fees of The Trust Company, is to be divided among the syndicate subscribers, in proportion to the amount of their subscriptions. Now, therefore, in consideration of the premises and of the mutual promises and agreements herein made, each syndicate subscriber, for himself, severally and not jointly, does hereby subscribe for the amount of the preferred stock of said corpora- tion set opposite his signature below, and does hereby agree to pay to said The Trust Company therefor the full par value thereof, in cash, on days' notice from said The Trust Company. On such payments said Trust Company shall issue transferable receipts therefor, which shall be exchangeable for certificates of said preferred stock. This agreement shall not be binding upon any of the par- ties hereto unless the entire amount of $ of preferred stock shall have been underwritten hereunder, but shall imme- diately become operative when said amount is subscribed. The Trust Company may enforce this agree- ment by suit on the subscriptions, or by forfeiting payments made thereon, by any other proper remedies. The cash paid in by the subscribers hereto shall be, by said The Trust Company, paid over to the Treasurer of the corporation, upon his election and qualification as such officer. , Promoter. The Trust Company. Names Addresses Number shares of preferred stock 241 FORMS. Form 251 No. 251. Power of Attorney to Managing Agent. Know all men by these presents: That The A. B. Company, a corporation duly organized under the laws of , and having its principal office in the City of , State of , does hereby make, constitute and appoint C. D., of , its true and lawful attorney, for it, and in its name, place and stead, to conduct and carry on its (specify kind of business) business in the city of , state of ; to open a bank account in its name at some bank in said city; to endorse, for deposit to its credit in said bank, checks, drafts, notes and other evidences of value, to draw and sign checks in its name against said deposits for such moneys as may be necessary from time to time in the transaction of said business, or for remittance to its principal office in the city of ; to hire and discharge employes ; to purchase (for cash) goods, wares, merchandise, supplies and materials connected with its said business; to sell goods, wares and merchandise connected with its said business for cash or on credit, and generally to do all things necessary or proper in its interest in the usual course of its business in said city; giving and granting unto its said attorney full power and authority to do and perform all and every act and thing whatsoever, requisite, necessary and proper to be done in and about the premises, as fully, to all intents and purposes, as it might or could do, here- by ratifying and confirming all that its said attorney shall law- fully do, or cause to be done, by virtue hereof. In witness whereof, said The A. B. Company has caused its corporate name to be subscribed hereto by its president, and its corporate seal to be affixed attested by its secretary, this day of , A. D. 19... Signed, sealed and acknowledged in presence of The A. B. Company, By , President. (Corporate Seal) Attest , Secretary. STATE OF OHIO, { c County, j bfe . Before me, a notary public in and for said county, personally appeared , president and , secretary of The A. B. Company, the corporation which executed the foregoing instrument, who acknowledged that the seal affixed to said in- strument is the corporate seal of said corporation; that they did sign and seal said instrument in behalf of said corporation and Form 252 OHIO PRIVATE CORPORATIONS. 242 by authority of its board of directors; and that said instrument is the free act and deed of said corporation. In testimony whereof I have hereunto subscribed my name and affixed my seal at , this day of , 19.. BOND ISSUES. No. 252. Resolution of Directors Authorizing Bond Issue and Cor- porate Mortgage or Deed of Trust. (G. C. 8705.) Mr presented and read the following reso- lution : ''Whereas, it is necessary to provide for the procuring of funds for the purpose of (insert purpose of bond issue, as "providing for the redemption of its outstanding ob- ligations, the acquisition of additional property, the making of additions, extensions and betterments to the plant and property now owned or hereafter acquired by it, and for its other proper corporate uses and purposes") Therefore be it resolved, that the president and secretary of this Company be and are hereby authorized to execute and de- liver to The Trust Company of , Ohio, ready for certification by it, the coupon bonds of this company to an aggregate amount not exceeding dollars dated the day of 19.., maturing on the day of , 19.., bearing interest at rates not exceeding five per centum per annum, payable semi-annually on the first day of January and the first day of July in each year evidenced by cou- pons attached to said bonds executed by the engraved fac- simile of the signature of the Treasurer of this company, all of said bonds to be of like date, tenor and effect, and are to be in the principal sum of $1,000, each, and to be subject to redemption on , 19.., and at any interest date thereafter at 105% plus accrued interest, said bonds to be issued from time to time as may be determined by the Board of Directors and in the manner set forth in the mortgage or deed of trust herein- after mentioned; and be it further resolved, that to secure said bonds and interest the President and Secretary of this company be and they are hereby authorized and directed to execute, acknowl- edge and deliver to said The Trust Company of , Ohio, a mortgage, or deed of trust, upon all of the property, plant, rights, franchises and privileges of this com- 243 FORMS. Form 253 pany, now owned or hereafter acquired, which said mortgage is submitted herewith, and a copy thereof is on file with the secre- tary of this company, together with the form of bonds and cou- pons to be executed, all the provisions, terms and conditions of which said mortgage or deed of trust and bonds and coupons are hereby approved and authorized. And be it further resolved that a meeting of the stockholders of this company be and is hereby called and ordered to meet at the office of the company on the day of , 19. ., at o'clock . . M., for the purpose of considering and acting upon said proposed issue of bonds, secured by mortgage or deed of trust as aforesaid, and the transaction of any and all business necessary or incident thereto, and the secretary is hereby in- structed to give notice thereof to the stockholders pursuant to law and to the regulations of this company." Mr moved the adoption of the foregoing resolution. The motion was duly seconded by Mr There- upon the president put said resolution and the following was the vote of the directors thereon. yea. yea. yea. yea. yea. No director voted nay. Thereupon said resolution was de- clared carried. No. 253. Resolution of Stockholders Ratifying Bond Issue, Etc. NOTE. Action by stockholders is not required except (a) in the case of certain building companies, mortgages by which companies must be consented to by a vote of the holders of two-thirds of the stock (G. C. 10210) and (b) except where convertible bonds are to be issued, in which case the written assent of three-fourths of the stockholders representing three- fourths of the paid up stock is required. (G. C. 8709.) In any case, however, ratification by stockholders will estop those voting. For notices and minutes of meeting, see forms for special meetings of stockholders, supra. "Whereas at a meeting of the Board of Directors of this com- pany duly called and held on the day of , 19 . . , the following resolution was duly adopted: (Copy directors' resolution in full.) Now therefore be it resolved that said action of the Board of Directors and the issue of said bonds, secured by mortgage or deed of trust, be and the same is hereby consented to, ratified, approved and confirmed in all respects." Form 255 OHIO PRIVATE CORPORATIONS. 244 No. 254. Written Assent of Stockholders to Issue of Convertible Bonds. (G. C. 8709.) We, the undersigned stockholders of The Company, do hereby assent in writing to the issue of convertible bonds as provided by the resolution of the board of directors of this company adopted the day of , 19. .. Names. Shares. NOTE. Three-fourths of the stockholders and three-fourths of the stock must be represented in the written assent. No. 255. Deed of Trust, or Mortgage, by Corporation to Secure Bonds. The A. B. Electric Light Company to The C. D. Trust Company and E. F. Trustees. Indenture dated for convenience this day of , A. D. 19. ., but actually made and entered into this .... day of ,A. D. 19. ., by and between The A. B. Electric Light Com- pany, a corporation duly organized and existing under and by vir- tue of the laws of the state of Ohio, hereinafter called the "Com- pany" party of the first part, and The C. D. Trust Company, a corporation duly organized and existing under and by virtue of the laws of the state of Ohio, and E. F., of the city of , as Trustees, the said The C. D. Trust Company, Trustee, being sometimes hereinafter referred to as the "Corporate Trustee," and the said E. F., Trustee, being sometimes hereinafter re- ferred to as the "Individual Trustee," parties of the second part. Whereas, under the laws of the state of Ohio, the Company 245 FORMS. Form 255 is authorized to borrow money and issue its negotiable bonds therefor and secure the payment thereof by mortgage upon its property, rights, franchises and privileges; and whereas the Com- pany, desiring to provide for the redemption of its outstanding obligations, the acquisition of additional property, the making of additions, extensions and betterments to the property now owned or hereafter to be acquired by it, and money for its other proper corporate uses and purposes, the Board of Directors of the Company at their meeting duly called and held in the city of , Ohio, on the day of , A. D. 19 . . , duly authorized its President, or Vice-President, and Secretary, or Assistant Secretary, to execute and deliver to the Corporate Trustee, ready for certification by it, the coupon bonds of the Company to an aggregate amount not exceeding Five Million dol- lars, dated the day of , 19.., maturing on the day of , 19 . . , bearing interest at rates not exceed- ing five per centum per annum, payable semi-annually on the first day of January and the first day of July in each year, evidenced by coupons attached to said bonds, executed by the engraved fac-simile of the signature of the Treasurer of the Company, all of which bonds are of like date and except as to the rate of interest thereon, of like tenor and effect and are to be in the principal sum of $1,000 each and consecutively numbered from one upwards, and shall be subject to redemption on , 19.., and on any interest date thereafter, at 105 percent plus accrued interest, said bonds to be issued from time to time for the purposes and in the manner hereinafter set forth, but at no time to exceed in the aggregate Five Million dollars of principal, and for the purpose of securing the prompt and punctual payment of the principal and interest of said bonds as the same become due, said Board of Directors at their said meeting so called and held as aforesaid, duly authorized and directed the President, or Yice-President, and Secretary, or Assistant Secretary, of the Company to execute, acknowledge and deliver to the Trustee a mortgage or deed of trust upon all of the property, plant, rights, franchises and privileges of the Company, whether now owned or hereafter acquired; and whereas the stockholders of the Com- pany at a meeting duly called and held on the day of , 19 . . , by resolution duly passed by the vote of the holder? of a majority of the capital stock consented to, ratified, ap- proved and confirmed the aforesaid action of the Board of Di- rectors and authorized the issue of said bonds and the securing of the same by mortgage as aforesaid, and whereas, pursuant to said action of said Directors and said stockholders so had and taken as aforesaid, the President, or Vice-President, and Sec- retary, or Assistant Secretary, of the Company have executed and delivered to the C. D. Trust Company, the Corporate Trustee, Form 255 OHIO PRIVATE CORPORATIONS. 246 for authentication, as hereinafter provided, one million five hundred thousand dollars, of principal of said bonds, which said one million five hundred thousand dollars of bonds bear interest at the rate of five per centum per annum, payable semi-annually as aforesaid, and said officers will from time to time hereafter, in accordance with the provisions hereinafter set forth, execute and deliver to the Corporate Trustee, ready for authentication, as hereinafter provided, bonds of the issue hereinafter described, bearing a rate or rates of interest not exceeding five per centum per annum, payable semi-annually as aforesaid, and including said $1,500,000 of bonds aggregating an amount not exceed- ing five million dollars ($5,000,000) each of which said bonds shall be in substantially the words and figures following, subject only to the necessary variations in the distinguishing numbers and rates of interest thereon, to wit: No $1,000. United States of America, State of Ohio. The A. B. Electric Light Company, First Mortgage Gold Bond. Know all men by these presents, that the A. B. Electric Light Company, a corporation duly organized and existing under the laws of the state of Ohio, for value received, promises to pay to bearer, or, if registered, to the registered holder hereof, the sum of one thousand dollars, in gold coin of the United States of America of the standard of weight and fineness existing on the day of , 19.., at the office of The C. D. Trust Company, in the city of , Ohio, on the day of , 19.., with interest thereon at the rate of percentum per annum, payable semiannually on the first day of January and the first day of July in each year until said principal sum is paid, in like gold coin at the office of said Trust Company or at its fiscal agency in the city of New York, New York, upon the presentation and surrender of the coupons evidencing the same, hereto attached, as they respectively become due and payable as provided therein. In case of default in the payment of any of said coupons attached to this bond, in the manner provided in the trust deed or mortgage hereinafter men- tioned, or in the performance of certain covenants and agree- ments as contained in said trust deed or mortgage, then the principal sum of this bond shall become due in the manner and with the effect provided in said trust deed or mortgage. This bond is one of an authorized issue of bonds, the amount whereof is limited so that there shall never be at any one time outstanding bonds of said issue for an aggregate principal sum exceeding five million dollars, all of which bonds are of like date, and except 247 FORMS CORPORATE MORTGAGE. Form 255 as to the rate of interest thereon, of like tenor and effect, may bear interest at rates not exceeding five percentum per annum, and are numbered from one upwards. All of said bonds are issued or are to be issued under and are equally and ratably se- cured, without priority or preference by reason of priority of date of issue, or otherwise, by a trust deed or mortgage, dated the day of , 19 . . , duly executed, acknowledged and delivered by the Company, and recorded in the office of the Recorder of County, Ohio, conveying to said Trust Company and E. F., of the city of , in trust, all of the corporate property, real and personal, rights, franchises and privileges, as described in said mortgage, now owned by the Com- pany or hereafter acquired by it. This bond is subject to all and every the provisions, conditions and agreements and entitled to all and every the benefits and privileges in said trust deed or mort- gage recited and set forth. The Company reserves to itself and its successors the right to pay and retire this bond on the day of ,19 . . , and on any interest date thereafter at 105% and accrued interest, upon giving eight weeks' notice by publication of its desire to so pay and retire this bond, as pro- vided in said trust deed or mortgage, and notice of such desire to so pay and retire this bond having been given in the manner provided in said trust deed or mortgage, this bond shall cease to draw interest from the date of retirement fixed in said no- tice, unless upon such date, this bond being presented for pay- ment, default in payment be made. This bond, unless registered, shall pass by delivery, but may be registered, and such registration certified hereon upon presentation to said Trust Company, at its office in the city of , as provided in said mortgage. After registration certified hereon, no transfer hereof, unless made on the books of the Trust Company at said office in said city, shall be valid, unless the last registration shall have been to bearer, and this bond shall be subject to successive registration and transfers to bearer at the option of each holder. After such registration only such registered holder, or the legal representa- tives of such holder, shall be entitled to receive the principal hereof, but the registry of this bond shall not restrain the nego- tiability of the coupons by delivery merely, but the coupons may be surrendered and the interest made payable only to the regis- tered owner hereof. No recourse shall be had for the payment of the principal and interest of this bond against any incorporator, stockholder, officer or director of the Company, past, present or future, either directly or through the Company, by virtue of any statute or constitution, or by the enforcement of any assessment of any penalty or otherwise howsoever, any and all liability of such incorporators, stockholders, directors and officers of the Company being hereby released. This bond shall not 'become Form 255 OHIO PRIVATE CORPORATIONS. obligatory until it shall have been authenticated by the execution by either one of the said trustees of the certificate endorsed hereon. In witness whereof, said The A. B. Electric Light Company has caused these presents to be signed by its president and secre- tary, and its corporate seal to be hereto affixed and the coupons hereto annexed to be executed by the fac-simile of the signature of its treasurer, as of the day of , 19 ... The A. B. Electric Light Company, By , President. Attest , Secretary. Coupon. $ The A. B. Electric Light Company will pay to bearer at the office of The C. D. Trust Company, in the city of , Ohio, or at its fiscal agency in the city of New York, on the day of , 19 . . , dollars, in United States gold coin, being six months' interest then due on its First Mortgage Gold Bond No , Treasurer. TRUSTEE'S CERTIFCATE. It is hereby certified that the within bond is one of the series and issue described in the trust deed or mortgage therein men- tioned. The C. D. Trust Company, Trustee. By , President. Now, therefore, this indenture, witnesseth: The A. B. Elec- tric Light Company, for and in consideration of the premises and of the sum of one dollar, lawful money of the United States of America, to it in hand paid by said The C. D. Trust Com- pany, and E. P., Trustees, at or before the ensealing and de- livery of these presents, the receipt whereof is hereby acknowl- edged, and in pursuance of the direction and authority of its directors and stockholders, given as above recited, and in order to secure equally and ratably the prompt and punctual payment of the principal and interest of all its bonds aforesaid at any time outstanding, and the fulfillment of the promises, covenants and agreements herein and in said bond so contained, hath granted, bargained, sold, aliened, conveyed, assigned, transferred, set over, released and confirmed, and by these presents doth grant, bargain, sell, alien, convey, assign, transfer, set over, release and confirm unto said The C. D. Trust Company and E. F., Trustees, and to their successors in the trust hereby created, and assigns forever, the following described property, rights, franchises and privileges, to wit: 249 FORMS CORPORATE MORTGAGE. Form 255 I. (Description of Real Estate.) II. (Description of Personal Property.) General Description. Also all other property, real, personal and mixed, of the Company, wheresoever situate, now owned by the Company, and all which it may hereafter acquire, excepting money, bills and accounts receivable, stock supplies and securities, all of which are expressly reserved by the Company, and excepted from the lien of this mortgage. Provided, however, and it is expressly agreed, that upon the entry and possession by the trus- tees or by a receiver all money, bills and accounts receivable, stock supplies and securities shall thereupon become and be subject to the lien of this mortgage, and shall on demand be delivered to the trustees or to such receiver. And also all corporate prop- erty, rights, franchises and privileges of the Company now owned or controlled, or that may be hereafter owned or acquired by it. And also all present and after acquired rights of way, licenses, easements, leases, leasehold interests, buildings, erections, super- structures, machine shops, tools, implements and machinery and all contracts. And also all property, real, personal or mixed, chattels, fixtures, rights, franchises and privileges of whatsoever nature or description, hereafter acquired by the Company. And also all and singular the tenements, hereditaments and appur- tenances now or hereafter belonging, or in any wise appertaining unto the aforesaid property, rights, franchises and privileges and the reversions, remainders, rents, issues and profits, income, rev- enues and proceeds thereof. And also all the present and hereafter acquired estate, right, title, interest, property, possession, claim and demand, whatso- ever, as well in law as in equity of the Company, of, in and to the above described premises, property, rights, franchises and privileges, and every part thereof, with the appurtenances. All of the foregoing property, rights, franchises and privileges men- tioned and described under headings I and II constitutes and is hereafter referred to as the "trust estate." To have and to hold the above described premises, property, rights, franchises and privileges with the appurtenances there- unto belonging or in any wise appertaining, unto the said trustees, their successors and assigns, for its, his and their own use, but in trust, nevertheless, for the equal pro rata benefit and security of any and all persons and parties and their respective successors, executors, administrators or assigns, who may at any time hold Form 255 OHIO PRIVATE CORPORATIONS. 250 any of the bonds or coupons to be issued hereunder, without any discrimination, preference or priority in favor of any one bond over any other by reason of priority in time of issue thereof, or otherwise, and with the powers and upon the terms, conditions and covenants hereinafter expressed and declared of and concern- ing the same, that is to say: ARTICLE I. AUTHENTICATION AND ISSUE OF BONDS. Section 1. The amount of bonds hereby secured which may be executed by the Company and which may be authenticated by the corporate trustee, is limited, so that never at one time shall there be outstanding bonds of the issue hereby secured for an aggregate principal sum exceeding five million dollars, but no bonds shall be authenticated and delivered hereunder at any time in excess of the issued or authorized capital stock of the Company, so long as the laws of the state of Ohio impose such limitation. Section 2. All bonds issued hereunder shall be signed by the president or one of the vice-presidents and secretary or an as- sistant secretary of the Company and the corporate seal of the company shall be affixed thereto. In case the officers who shall sign and seal any of such bonds as aforesaid shall cease to be such officers of the Company before said bonds so signed and sealed shall have been actually authenticated and delivered by the corporate trustee, as hereinafter provided, such bonds may nevertheless be issued, authenticated and delivered as though the persons who signed and sealed such bonds had not ceased to be officers of the Company. The coupons attached to said bonds shall be authenticated by the engraved signature of the present treasurer or any future treasurer of the Company, it being in- tended that the Company may adopt and use for that purpose the engraved signature of any such treasurer, notwithstanding that he may have ceased to be the treasurer of the Company at the time that such bonds shall be actually authenticated and de- livered. Section 3. Said bonds when executed by the Company shall be delivered to the corporate trustee to be authenticated by it and the corporate trustee shall authenticate and deliver the same only as provided in this article. Only such bonds as shall bear thereon a certificate substantially in the form hereinbefore re- cited, duly executed by the corporate trustee, shall be secured by this indenture or be entitled to any lien or benefit hereunder, and every such certificate of the corporate trustee upon any bond executed by the Company shall be conclusive and only evidence that the bond so authenticated was duly issued hereunder and is entitled to the benefit of the trust hereby created. Before au- thenticating and delivering any bonds hereby secured the corporate 251 FORMS CORPORATE MORTGAGE. Form 255 trustee shall detach and shall cancel all coupons thereon then matured. Section 4. No bonds shall be authenticated and delivered by the corporate trustee hereunder until this instrument shall have been filed for record in the office of the recorder of County, Ohio. Section 5. Upon compliance with the provisions of section 4, the corporate trustee shall be, and is hereby authorized and directed to authenticate and deliver, upon the order of the board of directors of the Company, and to such person or persons as the said hoard may direct from time to time any of the bonds authorized hereunder. Each and every of such orders shall be evidenced by a duly attested copy of the resolutions of the board of directors made in that behalf, and such resolutions shall recite the disposition to be made of the bonds so ordered to be delivered, which shall be for some or all of the purposes here- inafter set forth. Such authentications and deliveries shall be made as follows: (a) $500,000 principal of said bonds forthwith upon compli- ance with said section 4 and $500,000 principal of said bonds from time to time thereafter as the board of directors may by resolution request. (b) $1,000,000, principal of said bonds for the purpose of paying or redeeming the certain bonds of the Company issued under its first mortgage to The X. Y. Trust Company of . . . . , Ohio, as trustee, dated January 1, 1895, under which there are now outstanding $1,000,000 of bonds under a total authorized issue of $1,500,000, and which bonds are subject to redemption on the day of , 19 . . , or at any time there- after, upon payment of the principal thereof and a premium of 5% thereon. And whenever and as often as the Company shall deliver to the corporate trustee any one or more of said bonds of January 1, 1895, with all coupons thereto belonging then in the future to become due, the corporate trustee shall authenticate and deliver an amount of bonds of the issue in this instrument described equal in principal to 105% of the principal of such bonds of January 1, 1895, so surrendered to the corporate trus- tee, or the corporate trustee shall, on the request of the Company authenticate and deliver in lots of $5,000 of principal, or in some multiple thereof, upon the receipt of par and interest ac- crued since the last interest paying date, to the Company or its nominee, any of the bonds mentioned in this subdivision. The corporate trustee shall hold the money so received by it, and allow interest thereon at the same rate and upon the same terms as it allows on like deposits in its trust department and shall use said money in or toward the retirement of the first mortgage bonds in this subdivision mentioned at the maturity thereof or Form 255 OHIO PRIVATE CORPORATIONS. 252 when said bonds are presented to it therefor. In the event said fund is insufficient to pay in full said first mortgage bonds so maturing or presented, the Company agrees, upon demand of the corporate trustee, to pay to it sufficient money to complete the retirement of said first mortgage bonds. In the event of any surplus remaining after the payment of said first mortgage bonds the corporate trustee shall pay over such surplus to the company. (c) The remainder of said bonds for the purpose of paying for, or providing in advance the means to pay for, or reimburs- ing the Company for moneys expended for, additional property (not including capital stock or securities of any corporation) the making of extensions, additions, improvements or betterments to the property now owned or hereafter acquired by the Company, but the Company covenants and agrees that no bond shall be certified for any of the purposes mentioned in this subdivision (c) of section 5 except upon the following terms and conditions and the facts required to be shown by the resolutions, certificates and statements hereinafter set forth shall exist at the time of the passage or making thereof: The board of directors of the Company shall adopt a resolution requesting the corporate trus- tee to authenticate the bonds which the Company desires to be issued, stating, 1. The officer of the Company, or the person, or persons, to whom the same are to be delivered. 2. The purpose or purposes for which the bonds or their proceeds are to be used, which shall be one or more of the purposes named in this sub- division (c). 3. That no bonds have been issued in respect to such particular property, extensions, additions, improvements or betterments. 4. The estimated (or, if such property, extensions, additions, improvements or betterments have been theretofore ac- quired or made, the actual) cost thereof to the Company in money. 5. The gross income of the property of the Company for one year of three hundred and sixty-five days out of the thirteen calendar months immediately preceding the date of the adoption of such resolution. 6. The expense of manufacture and distribution, in- cluding such expense for repairs, maintenance and replacements as are incurred or made in the ordinary course of business, and the general expenses of management incurred or made in the ordinary course of business, together with all taxes and assess- ments of the Company or upon the property thereof, and all premiums for insurance for such period, not including in the foregoing any item for amortization or property or capital. 7. The net income after deducting from such gross income such expenses, taxes, assessments and insurance premiums. 8. The principal amount of the issue of bonds hereby secured at the time outstanding. 9. The principal amount of any bonds or secured debt which this Company has assumed or become obligated 253 FORMS CORPORATE MORTGAGE. Form 255 to pay and which are secured by lien upon property acquired subsequent to the date of this indenture, prior to the lien hereof; and the rate of interest upon such bonds or debt; provided, how- ever, that in the event any property to be acquired by the Com- pany and in respect to which bonds are requested to be authen- ticated and delivered, or any property hereafter acquired by the Company shall have had an earning capacity for such period, such property, and its income and expenses as above defined, shall be treated for such period as if the same had been owned by the Company for the purpose of determining the net earnings of the Company as the basis for the authentication and delivery of bonds as herein provided. Said resolution shall be certified by the secretary of the Company and delivered to the corporate trus- tee. There shall also be delivered to the corporate trustee a certificate by the president or chief engineer of the Company, showing the truth of the facts set forth in said directors' resolu- tion. There shall also be delivered to the corporate trustee a certificate of counsel, believed by said trustee to be competent, that the good and unincumbered title to any real property for the acquisition of which bonds are to be issued has been vested in the Company and subjected to the terms and conditions of this mortgage. And the foregoing having been done, if it shall appear that the net income ascertained in the manner aforesaid shall equal or exceed twice the interest charge for one year upon the bonds of the Company at the time outstanding and on the bonds requested- to be authenticated pursuant to the foregoing provi- sions, and on the bonds and debt which the Company has as- sumed or become obligated to pay and which are secured by lien upon property acquired subsequent to the date of this indenture prior to the lien hereof, then the corporate trustee shall authen- ticate and deliver to the person or party named in said resolution of said board of directors, bonds of the issue herein described of an amount of principal equal to 80% of such cost of such addi- tional property, additions, extensions, improvements or better- ments. Provided, however, if any such bonds are issued upon the basis of estimated cost of such property, extensions, additions, betterments or improvements, prior to the acquisition or making thereof, then, in making delivery of such bonds the corporate trustee shall only deliver such bonds from time to time, at the rate aforesaid, as such property, extensions, additions, betterments or improvements are paid for, as shown by certificate of the presi- dent or chief engineer or other officer of the Company believed by the corporate trustee to have knowledge of the facts, and in the event the actual cost shall be less than such estimated cost, any balance of said bonds in the hands of the corporate trustee undelivered shall be held by it subject to future delivery here- under the same as the remainder of the unauthenticated bonds Form 255 OHIO PRIVATE CORPORATIONS. 254 authorized to be issued hereunder : All or any part of such es- timated amount of bonds may be sold by the Company at a price for any one bond or lot of bonds which will result in the loan thereon costing the company a rate of interest not exceeding six percentum per annum for the remainder of the term of such bond or bonds, and the proceeds from such sale shall be deposited with the corporate trustee. The corporate trustee shall pay over said proceeds to or upon the order of the Company upon receipt of a statement sworn to by an officer of the Company showing expenditures made or indebtedness incurred and then due on account of property, extensions, additions, betterments or im- provements for the purchase or making of which said bonds were issued and said money deposited, to an amount not exceed- ing 80% of the amount of such indebtedness or expenditures. Or, at the election of the Company it may make and deliver drafts upon the corporate trustee each of which drafts shall be given for the purpose and shall show upon the face that the same is given for the purpose of paying not exceeding 80% of the indebtedness incurred or created on account of such prop- erty, extensions, additions, betterments or improvements, or some portion thereof. The Company reserves the right to deposit the proceeds of the sale of any of said bonds in some bank or banks of good standing in the city of , Ohio, or in the city of New York, 1ST. Y., in the name of the corporate trustee, in which event said proceeds shall be payable for the purposes hereinbefore set forth only upon the order of the corporate trus- tee, and the corporate trustee shall make such payments from time to time upon delivery to it of sworn statements as herein- above mentioned. If the estimated cost of such property, exten- sions, additions, betterments or improvements shall exceed the actual cost thereof in money and a balance of the proceeds of the sale of bonds shall remain on deposit with said corporate trustee or said bank, or banks, the same shall be thereafter paid out only in the manner and at the rate hereinbefore provided, for some one or more of the purposes for which bonds may be issued as in this article provided, or at the request of the company, may be used in or towards the retirement and cancella- tion of the bonds issued under this indenture. The corporate trustee shall be under no obligation to see to the application of said bonds or their proceeds to the purpose or purposes for which they are authenticated and delivered and shall be entitled to rely upon any resolution of said board of directors, statements and certificates of said officers and counsel and vouchers of the Company with reference to the authentication and delivery of bonds, payment of money, title of property and lien of this in- strument and shall be absolutely protected in so doing; provided, however, that the corporate trustee may, at the expense of the 255 FORMS CORPORATE MORTGAGE. Form 255 Company, require additional evidence of the facts set forth in such resolution, certificates, vouchers or statements, but is not obligated so to do; and that the trustees, or either of them, if they deem best so to do, may, at the expense of the Company, require an examination, by a competent person satisfactory to the trustees, of the books and accounts of the Company and of any such additional property, additions, extensions, betterments or improvements, and shall be absolutely protected in relying upon any report which such person shall make to them. Section 6. In case any bond issued hereunder, with the cou- pons thereto appertaining, shall become mutilated, or be lost or destroyed, the Company, in its discretion, may execute, and thereupon the corporate trustee shall authenticate and deliver a new bond of like tenor and date, including the unmatured cou- pons thereon, bearing the same serial number, in exchange and substitution for, and upon cancellation of the mutilated bond and its coupons, or in lieu of or substitution for said bond or its coupons, upon receipt of satisfactory evidence of the destruction or loss of such bond and its coupons and upon receipt also of satisfactory indemnity. Section 7. In the event of the resignation, removal, disso- lution or unfitness to act of the corporation trustee, or any cor- poration successor to it, all of the powers and authority vested by this article in the corporate trustee may be exercised by the individual trustee hereinbefore named, or his successor. ARTICLE II. COVENANTS BY THE COMPANY. The Company hereby covenants as follows: Section 1. That it has a good and indefeasible estate in fee simple or in possession absolute, according to the nature of the property conveyed, in and to all of the property and rights here- inbefore described as being now owned by it; that the franchises hereinbefore described as now owned by it are valid and subsist- ing franchises, and that it has good right and lawful authority to convey, assign and transfer said premises, rights and fran- chises as provided in and by this indenture. Section 2. That it will punctually pay the principal and in- terest of every bond issued hereunder and secured hereby, in gold coin of the United States of America of the present weight and fineness, or its equivalent, at the date and place and in the manner specified in said bonds, and in the coupons thereto be- longing, according to the true intent and meaning thereof, with- out deduction from either principal or interest for any tax or taxes imposed by the United States of America or by any state, territory, county, city or other municipality or governmental sub- division, and which the Company may be required to pay Form 255 OHIO PRIVATE CORPORATIONS. 256 thereon and deduct or retain therefrom under or by reason of any present or future law, the Company hereby agreeing to pay all such taxes. That after coupons evidencing interest are paid said coupons shall be forthwith cancelled. The principal of each bond shall be paj^able only upon the presentation and sur- render of the bond and the principal of registered bonds shall be payable only to the registered holders thereof. Each bond when paid shall forthwith be duly cancelled. Section 3. That it will not issue, sell or dispose of any bonds issued hereunder in any manner other than in accordance with the provisions of this indenture and the covenants and agreements in that behalf herein contained and that it will in good faith use or expend said bonds or their proceeds only for the purposes provided in this indenture, according to the true intent and meaning thereof. Section 4. That at all times until the full payment of the principal of the bonds secured by this indenture, the Company will keep an office in the city of , Ohio, where bonds and interest coupons may be presented for payment and where notices and demands with respect to said bonds and cou- pons or other notices and demands hereunder may be served, and an office or agency in the city of New York where coupons may be presented for payment and from time to time the Company will give written notice to the trustees of the location of such offices or agencies. In case the Company shall fail to do so, presentation and demand may be made, and notices may be served at the office of the corporate trustee or its successors. Section 5. That at the office of the corporate trustee, or at some Bank or Trust Company in the city of , Ohio, it will keep books for registration of bonds issued hereunder (which books at all reasonable times shall be open to the in- spection of the trustees) under such reasonable regulations as the Company may prescribe. The ownership of any bond issued under this indenture, which shall be presented for that purpose, may be registered in such book or books free of charge by the Company. Upon presentation to the bond registrar or transfer agent, at the place where such books of registry are kept, of any bond which shall have been registered as aforesaid and delivery of a written instrument of transfer, in form approved by the Company, executed by the registered holder for the time being, such bond shall be transferred upon such registry. The regis- tered holder shall also have the right to cause the same to be registered as payable to bearer, in which case transferability by delivery shall be restored, and thereafter the principal of such bond shall be payable to any person presenting the same, but any such bond registered as payable to bearer may be registered again in the name of the holder with the same effect as in the 257 FORMS CORPORATE MORTGAGE. Form 255 case of the first registration thereof. Successive registrations and transfers as aforesaid may be made from time to time as desired. Each registration shall be noted by the bond registrar or transfer agent of the Company upon the bond. The C. D. Trust Company, the corporate trustee hereinbefore mentioned, is hereby constituted and appointed the bond registrar and transfer agent of the Company for the purpose of registration as here- inbefore set forth. The registration of any bond, however, shall not restrain the negotiability of any coupon thereto belonging, but every such coupon shall continue to pass by delivery merely and shall remain payable to bearer. The holder of any bond may, however, register the same and surrender the coupons thereto belonging to the corporate trustee, who shall forthwith cancel such coupons, and thereafter the interest on such bond shall be payable only to the registered holder thereof. Section 6. The Company will, from time to time, duly and punctually pay and discharge all real estate, personal, franchise and other taxes, water rates, assessments, imposts and govern- mental and other charges, lawfully imposed upon the property now or hereafter subject to the lien and operation of this inden- ture, and also upon all other property at any time subject to this indenture, and upon each and every part thereof, and upon the income and profits thereof and with respect to the carrying on or doing business by the Company, so that the lien and priority of this indenture shall be fully preserved in respect to the real and personal property, rights, franchises and privileges now or hereafter subject to the lien and operation of this indenture; provided, however, that nothing in this section shall require the Company to pay any such taxes, assessments, im- posts or other charges so long as the Company shall in good faith and by proper legal proceedings contest the validity thereof or its being a charge upon the property covered by this indenture. If the Company shall fail to keep this cove- nant, the trustees, in addition to any other remedy or reme- dies which they may have hereunder, and without prejudice to any rights of the trustees by reason of any such default and upon request of one or more of the holders of said bonds se- cured hereby, and upon being provided with adequate funds for that purpose and ample indemnity in the premises, shall pay such taxes, assessments and charges, and all amounts so paid, with interest thereon at the rate of six percentum per annum shall be a charge upon the trust estate prior to the bonds hereby secured, and the trustees may forthwith sue for and re- cover from the Company any such amount in a proper action therefor. Section 7. That it will not create or suffer to be created any lien or charge having priority to or preference over the Form 255 OHIO PRIVATE CORPORATIONS. 258 lien of this indenture upon the trust estate, or any part thereof, or upon the income thereof, and that within three months after the same shall have accrued it will pay or cause to be discharged or will make adequate provision for the satisfaction and dis- charge of all lawful claims and demands of mechanics, laborers and others which might by law be given precedence as a lien or charge upon the trust estate, or any part thereof or the in- come thereof; provided, however, that nothing in this instrument contained shall require the Company to pay any claim or demand so long as the Company shall in good faith and by proper legal proceedings contest the validity thereof, provided however, that nothing in this section contained shall apply to purchase money, or other assumed liens upon after acquired property. Section 8. That it will from time to time upon written demand of the Trustees and at its own expense record and re- record, file and refile these presents, whether as a chattel mort- gage or a mortgage on real estate, and make, do, execute, ac- knowledge and deliver, or cause to be made, done, executed, ac- knowledged and delivered all such other acts, deeds, transfers, assignments, conveyances and assurances in the law as may by said Trustees or their counsel be reasonably advised or required for effectuating the intention of these presents or for the better assuring and confirming unto the Trustee upon the trusts and for the purposes herein expressed, of the trust estate and any part or parts thereof, and also all and singular the property, rights, franchises and privileges which may hereafter be ac- quired by the Company. Section 9. That it will, except as herein otherwise provided, at all times actively conduct and carry on the business for which it was incorporated and which it is now or may hereafter be carrying on or conducting; that it will maintain and keep in good repair and condition its plants and properties, make all necessary renewals and replacements thereof or therein, diligent- ly preserve, observe and protect all licenses under patents or otherwise owned or held, and will at all times, so long as the bonds issued hereunder or any of them remain outstanding and unpaid, diligently preserve and maintain its corporate existence and all franchises now or hereafter granted to it, and do or cause to be done all other acts and things necessary or proper to maintain and keep in full force and effect the lien and in- cumbrance hereby created. Section 10. The Company shall also furnish to the trustees, at any time that they may in writing so request, a written statement containing a summary of all its then assets and liabili- ties, its gross receipts, expenses and net income, determined as hereinbefore provided and shall permit the Trustees or their agents, upon like request at any time to examine its premises, 259 FORMS CORPORATE MORTGAGES. Form 255 property or books of account; provided, however, that the Com- pany shall not be obliged to furnish such statement or permit such examination unless it is furnished with satisfactory evi- dence by the trustees that the holders of not less than 15 per- centum of the bonds secured hereby at any time outstanding de- manded that they request such statement or make such examina- tion. Section 11. The Company shall and will at all times, BO long as any of the bonds issued hereunder remain outstanding and unpaid, at its own cost and expense, insure and keep in- sured against loss or damage by fire, in responsible insurance Companies, all its property usually insured by like Companies similarly situated and in the same manner and to the same extent. Said policies for such insurance shall be made pay- able, in case of loss, to the trustees as their interest may appear, provided, however, that the Company may, if it elects so to do, pay to the corporate trustee the sum of dollars ($....) in money or, in lieu thereof, deliver to the corporate trustee bonds of the issue herein provided for equal in principal sum to said amount, or part thereof in said bonds at par and the remainder in money, in which event it shall not be required to insure its property as hereinabove provided, unless said deposit (herein- after called "insurance fund") shall be depleted by payment of losses to less than $ The money in said fund shall, at the request of the Company, be invested in the bonds of the Com- pany of the issue hereby secured or in other securities in which Trust Companies organized under the laws of the State of Ohio may invest money or property received by them in trust, or in such other interest bearing securities as may be approved by the Company and the trustees. The securities in which such investment may be made shall, except as hereinbefore provided, be chosen by the Company. The corporate trustee agrees to allow interest upon moneys remaining on deposit with it in said insurance fund, at the same rate and upon the same terms that it allows upon like deposits in its trust department. Until default the Company shall be entitled to all income earned by the insurance fund or the securities in which the same is in- vested, whether the same be bonds of the Company, or other- wise. In the event of loss occurring by fire, the corporate trustee shall from time to time at the request of the Company pay over to it such amount of money out of the insurance fund as shall be necessary to repair, restore or replace such lost or destroyed property; such payments to be made from time to time upon receipt of vouchers showing the expenditure by the Company of the amount called for in any such vouchers, or that an in- debtedness has been incurred for such purposes of repair, re- storation or replacement equal to the amount called for by such Form 255 OHIO PRIVATE CORPORATIONS. 260 vouchers. In the event sufficient moneys are not on hand in the insurance fund to pay any such loss, the corporate trustee shall, on request of the Company, sell sufficient of the securities be- longing to said fund to provide for the payment of said loss. In the event said fund is reduced below the sum of $75,000 by the payment of any such loss, the Company shall make good such deficiency by making payments to the corporate trustee for the account of said fund at the rate of $5,000, per annum until said fund and the accummulations thereof shall again equal the sum of $75,000. In the event said insurance fund is depleted by payment of losses to less than $75,000, then the Company shall effect and maintain insurance as hereinabove first provided, until said fund shall again equal $75,000. Upon the maturity of the bonds issued hereunder, any bonds of the issue hereby secured then remaining in said fund shall be can- celled, and any other securities and moneys then in said fund shall be applied toward the payment of the bonds issued here- under at the time outstanding and unpaid. The Company covenants to at all times keep the corporate trustee informed as to the amounts of insurance carried by it, when it is required to carry insurance, furnishing said corporate trustee with lists of the Companies, policy numbers and amounts, and in the event the Company shall fail at any time when required by the terms hereof to carry insurance deemed by the trustees to be sufficient, the trustees may, but shall be under no obligation to, insure the property of the Company as they may deem best for the benefit of the bondholders, and the cost of the same, with five percent interest thereon from the date of payment of the respective premiums, shall be repaid to them by the Company on demand, and until so paid shall be a charge upon the trust estate prior in lien to the bonds issued hereunder. Section 12. That the Company will duly call for redemption and retire all bonds issued and outstanding under the mortgage described in Section 5 of Article 1 hereof, as soon as the same may be redeemed under the terms of said respective mortgages, and will, as soon as all of the bonds issued under said respective mortgages have been paid, cause said mortgages to be duly can- celled of record. ARTICLE III. KETIREMENT OF BONDS. Section 1. The Company reserves to itself, its successors and assigns, the right at its or their election to retire the whole or any part of the bonds issued hereunder, on the day of , 19.., and on any interest maturing date thereafter, at 105% of par plus accrued interest. In the event the Com- pany elects to retire the whole or any part of said bonds on any 261 FORMS CORPORATE MORTGAGES. Form 255 such interest maturing date, it shall at least ten weeks prior to the date of retirement notify the corporate trustee of such election and the corporate trustee shall, if the amount of bonds to be retired be less than the entire amount outstanding, choose the bonds to be retired by lot and notify the Company of the numbers of the bonds so chosen within one week after receipt of such notice. The Company shall in all cases of retirement of bonds hereunder give notice by publication in some news- paper of general circulation published in the City of , Ohio, and in some newspaper of general circulation published in the City of New York, N. Y., which notice shall state that the Company will retire the bonds chosen for retirement, on the date fixed therefor, naming the price at which same are to be retired, upon presentation and surrender of such bonds, with all unpaid coupons thereto belonging, at the office of the cor- porate trustee in the City of , Ohio. Such notice shall be published once each week for eight weeks prior to the date fixed for such retirement. In all cases in which less than the entire amount of bonds are chosen for retirement the published notice of retirement shall contain the numbers of the bonds so chosen. In all cases of retirement of bonds the Company shall, on or before the date fixed for retirement, deposit with the cor- porate trustee sufficient money to pay the retirement price of said bonds and accrued interest on the principal thereof to date of retirement. Said notice having been given in the manner aforesaid and sufficient money to retire all bonds called for re- tirement at the rate specified having been deposited with the corporate trustee, if the holder or holders of any bond or bonds so called for retirement fails to present the same for retirement at the time and place in said notice specified, such bond or bonds shall thereafter cease to bear interest and the corporate trustee shall credit to each of such bonds as may not be so presented, designated by the number thereof, a sum of money equal to such retirement price plus the interest accrued thereon to the date fixed for retirement as aforesaid and remaining un- paid and said credit shall be treated as full payment for each such bond and the coupons thereto belonging as between the Company and the holder thereof, and said sum so credited by the corporate trustee to bonds which have not been presented for retirement shall bear no interest, and thereupon and there- after said bonds and all coupons thereto belonging shall be ex- cluded from participation in the lien and security afforded by these presents and the holder thereof shall look for the payment of such bonds and accrued interest only to sums so credited thereto in the hands of the corporate trustee and in no event to the Company, and the Company shall, as to all such bonds be released from liability in respect thereof, but said sums BO de- Form 255 OHIO PRIVATE CORPORATIONS. 262 posited shall be held b}' the corporate trustee to the credit and for the payment of said bonds and the interest thereon and shall be paid by the corporate trustee to the holders thereof on pre- sentation and delivery to It of said respective bonds, together with all outstanding coupons thereto belonging. Section 2. Upon presentation to the corporate trustee, can- celled, of all said authorized issue of bonds and coupons which at the time shall have been issued and outstanding, or upon presentation of a portion thereof, cancelled, all of said bonds having been called for retirement under the provisions of this article and the corporate trustee having credited to all such bonds as have not been presented for retirement the retirement price thereof and the interest thereon, the trustees shall cancel and discharge this mortgage or deed of trust as fully and to the same effect as if the total issue of said bonds and coupons had been duly paid by the Company at maturity thereof. All bonds retired under this article, together with the coupons thereto belonging, shall be forthwith cancelled by the corporate trustee. All costs, charges and expenses incurred by the cor- porate trustee hereunder with respect to the retirement of bonds shall be paid by the Company. ARTICLE IV. REMEDIES OF TRUSTEES AND BONDHOLDERS. Section 1. The Company covenants and agrees that it will not directly or indirectly extend, or consent to the extension of, the time of payment of any coupon or claim for interest upon any of the bonds issued hereunder and that it will not directly or indirectly be a party to or approve any arrangement there- for by purchasing or funding the same in any other manner. In case the payment of any such coupon shall be extended by or with the consent of the Company, such coupon or claim for interest so extended shall not be entitled, in case of default here- under, to the benefit or security of this indenture except subject to the prior payment in full of the principal of all outstanding bonds, and of all coupons of such bonds the payment of which has not been so extended, the intention being to prevent any accumulation after maturity of coupons upon the bonds issued hereunder. Section 2. In case default shall be made (a) in the pay- ment of any interest upon any bond or bonds secured hereby, and outstanding, and such default shall continue for the period of three months, or (b) in the performance or observ- ance of any other covenant or condition herein contained to be performed or observed by the Company and such default shall have continued for a period of four months after demand by the trustees of performance or observance, then and in either FORMS CORPORATE MORTGAGES. Form 255 such case the trustees may, and upon the written request of the holders of 35% of the bonds hereby secured and then out- standing, shall, by notice in writing delivered to the Company declare the principal of all the bonds secured hereby and then out- standing to be due and payable immediately, and upon any such declaration the same shall become and be due and payable im- mediately, anything in this indenture or in said bonds to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time after the principal of said bonds shall have been declared due and payable, the default for which such declaration was made and all other defaults, if any, shall be cured, before any sale of the trust estate, then and in every such case the holders of a majority in value of bonds hereby secured and then outstanding, by written notice to the Company and to the trustees, may waive such defaults and their consequences, but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. In case the trustees shall have proceeded to enforce any right under this indenture by foreclosure or otherwise, and such proceedings shall have been discontinued or abandoned because of such waiver or for any other reason, or shall have been determined adversely to the trustees, then and in every such case the Com- pany and the trustees shall be restored to their former position and rights hereunder in respect to the trust estate and all rights, remedies and powers of the trustees shall continue as though no such proceeding had been taken. Section 3. In case (1) default shall be made in the pay- ment of any principal of any bonds hereby secured, or in case (2) default shall be made in the due and punctual payment of interest upon any bonds secured hereby, and such default shall continue for the period of three months, or in case (3) default shall be made in the due observance or performance of any other covenant or condition hereby required to be observed or per- formed by the Company and such default shall continue for four months after written demand by the trustees, then and in every such case the trustees, personally or by attorneys, in their discretion may (a) enter in, into and upon and take possession of the trust estate and every part thereof, and may exclude the Company therefrom, and have and hold the same and use, oper- ate, manage and control the trust estate, and manufacture, supply and sell electricity and all articles, things, and products manufactured, produced or supplied by the Company in its busi- ness, execute any and all contracts, leases and undertakings, and in general conduct and carry on the business of the Company as fully as it could do if in possession thereof, and exercise all law- ful franchises and powers of the Company, and upon every such entry the trustees at the expense of the trust estate from time Form 255 OHIO PRIVATE CORPORATIONS. 264 to time, by purchase, repair or construction, may maintain, restore and repair the trust estate, and any part or parts thereof and in the same manner and to the same extent as is usual with Companies of like character similarly situated, and make all necessary and proper renewals, replacements, alterations, addi- tions, betterments and improvements thereto and thereon as to the trustees may seem judicious or convenient, and in such case the trustees shall be entitled to collect and receive all tolls, earnings, incomes, revenues, rents, issues and profits of the trust estate and of every part thereof and of the business thereof and after deducting the expenses of operating the trust estate and conducting the business thereof and of all repairs, renewals, re- placements, alterations, additions, betterments and improve- ments, and all payments which may have been made for taxes, assessments and other prior or proper charges upon the trust estate, or any part thereof, and all liability incurred by the trustees hereunder, as well as just and reasonable compensation for the services of said trustees, and for the services of their attorneys and all agents, clerks, servants and other employees by them engaged and employed, they shall apply the moneys arising as aforesaid as follows: In case the principal of the bonds hereby secured shall not have become due by declaration or otherwise, then to the payment of the accrued and unpaid interest upon said bonds in the order of the maturity of the respective installments thereof, with interest thereon at the same rate of interest as borne by the bonds upon which such interest shall be in default, such payments to be made ratably to the persons entitled thereto without distinction or preference; in case the principal of the bonds hereby secured shall have be- come due by declaration or otherwise, then to the payment of the principal and accrued interest in the manner provided in Section 12 of this Article, and upon the payment of whatever may be due for principal and interest upon such bonds and pay- ment of other charges required to be paid by the Company under the terms of this indenture, the premises shall be returned to the Company, subject however to the lien, covenants and conditions of this mortgage, in all respects, as if said entry had never been made. This power of entry may be exercised as often as occa- sion therefor may arise during the continuance of the trust created hereby; or (b) sell to the highest bidder all or any part of the trust estate, and all right, title, interest, claim and de- mand therein and right of redemption thereof in one lot as an entirety or in separate lots as the trustees may deem best, and in one sale or in any number of separate sales, held at one time or any number of times, which said sale or sales shall be made at public auction at such place in the 'City of , Ohio, and at such time or times and upon such terms as the trustees 265 FORMS CORPORATE MORTGAGES. Form 255 may fix and briefly specify in the notice of sale to be given as herein provided, or as may be provided by law, provided, al- ways, that such sale or sales may be at such place or places and in such other manner as may be authorized or required by law ; or (c) and upon request of the holders of 35% in value of the bonds outstanding hereunder shall proceed to protect and en- force their rights and the rights of the bondholders under this indenture but a suit or suits in equity or at law, whether for specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other proper legal or equitable remedy as the trustees, being advised by their counsel learned in the law, shall deem most effectual to protect and enforce the rights aforesaid. Section 4. Nothing in this indenture contained, or other- wise, shall be construed as requiring the trustees or bondhold- ers to resort to any particular property mortgaged hereunder or to waive any particular remedy for the purpose of procur- ing the satisfaction of the indebtedness hereby secured, but the trustees and the bondholders may resort to all or any part of the trust estate, or enforce all or any of the rights herein pro- vided or which may be given by statute, law or equity or oth- erwise, in the absolute discretion of the trustees or the bond- holders as the case may be. Section 5. Notice of any sale by the trustees pursuant to any provision of this indenture shall state the time when and place where the same is to be made and shall contain a brief general description of the property to be sold and shall be suf- ficiently given if published once each week for six consecutive weeks prior to such sale in one daily newspaper published in the City of . . . . , Ohio, and once each week for six consecutive weeks in one daily newspaper published in the City of New York, N. Y. ; provided that if other or different notice shall be provided by law the notice thus required shall be given. Section 6. The trustees from time to time may adjourn any sale or sales to be by them made under any provision of this in- denture by announcement at the time and place appointed for such sale or adjourned sale or sales, and without further notice or publication they may make such sale or sales at the time and place to which the same may be adjourned. Section 7. Anything in this indenture contained to the con- trary notwithstanding, the holders of a majority in value of the bonds hereby secured and then outstanding, from time to time, shall have the right to direct, subject to the limitations above described, the method and place of conducting any and all pro- ceedings for the sale of the trust estate, or for the foreclosure of Form 255 OHIO PRIVATE CORPORATIONS. 266 this indenture or for the appointment of a receiver, or the taking of any other proper action hereunder. Section 8. Upon the completion of any sale or sales under this indenture the trustees shall execute and deliver to the ac- cepted purchaser or purchasers all such deeds, conveyances, bills of sale or other instruments in writing as may be requisite, con- venient, necessary or desirable to vest in the purchaser or purchasers the complete title to the property sold. The trustees and their successors are hereby appointed the true and lawful attorneys irrevocable of the Company, in its name and stead, or otherwise, to make, execute, acknowledge and deliver all such deeds, conveyances, bills of sale and other written instruments as may in the judgment of the trustees be necessary or proper to vest title in such purchaser or purchasers, the Company hereby ratifying and confirming all that its said attorneys shall lawfully do by virtue hereof. Section 9. 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 perpetual 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 prop- erty sold or any part thereof by, from, through or under the Company, its successors or assigns. Section 10. The receipt of the trustees shall be a sufficient discharge to any purchaser of the trust estate, or any part there- of, sold as aforesaid, for the purchase money, and no such pur- chaser, or his representatives, grantees or assigns, after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money upon or for any trust or purposes of this indenture, or in any manner whatsoever be answerable for any loss, misapplication or nonapplication of such purchase money, or any part thereof or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. Section 11. In case of any such sale, whether under the power of sale hereby granted or pursuant to judicial proceedings, the principal sums of all bonds hereby secured, if not previously due, immediately thereupon shall become due and payable any- thing in said bonds or in this indenture contained to the contrary notwithstanding. Section 12. The purchase money, proceeds and avails of any such sale, whether under the power of sale hereby granted or pur- suant to judicial proceedings, together with all other sums which may then be held by the trustees as part of the trust estate or 267 FORMS CORPORATE MORTGAGES. Form 255 the proceeds thereof shall be applied as follows: (1) To the payment of the costs and expenses of such sale including the reasonable compensation of the trustees, their agents, attorneys and counsel, and all expenses, liabilities and advances made or incurred by the trustees, and all other charges which by the terms hereof, are prior to the bonds hereby secured; (2) to the payment of the whole amount then owing and unpaid upon the bonds hereby secured for principal and interest, with interest at the respective rates borne by the principal debt on the overdue installments of interest, and in case such proceeds shall be in- sufficient to pay in full the whole amount then due and unpaid upon said bonds, then to the payment of such principal and in- terest without preference or priority of principal over interest or of interest over principal or any installment of interest over any other installment of interest ratably to the aggregate amount of such principal and the accrued and unpaid interest subject, how- ever, to the provisions of Section 1 of this Article; (3) 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. Section 13. At any sale or sales of the trust estate, or any part thereof, any purchaser, for the purpose of making settle- ment or payment for the property purchased shall be entitled to turn in any bond and any unmatured and unpaid coupons hereby secured in order that there may be credited as paid thereon the sums payable out of the net proceeds of such sale to the holder of such bonds and coupons as his ratable share of such net proceeds after allowing for the proportion of the total pur- chase price required to be paid in cash to pay the costs and expenses of the sale or otherwise, and any such purchaser shall be credited on account of the purchase price of the property so purchased with the sums payable out of such net proceeds on the bonds and coupons so turned in, and in the event such net pro- ceeds are less than the amount due on such bonds and coupons, such credit shall be made by stamping on each bond the amount to be credited thereon, and the said bonds shall thereafter tie re- turned to such purchaser. And at any such sale the trustees or any of the bondholders may bid for and purchase said prop- erty and may make payment therefor as aforesaid, and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor. Section 14. In case the Company shall make an assignment for the benefit of creditors, or in case in any judicial proceeding by any party other than the trustees, a receiver, assignee or trustee in bankruptcy shall be appointed by or for the Com- pany, or a judgment or order entered for the sequestration of its property, or the greater part of its property be seized under any Form 255 OHIO PRIVATE CORPORATIONS. 268 writ of attachment or other legal process, and it shall not cause said property to be released or discharged therefrom by giving bond or otherwise within twenty days after being requested so to do by the trustees, then and in every such case the trustees shall be entitled forthwith to exercise the right of entry and sale herein conferred, without awaiting the prescribed default period and may also and upon the request of the holders of 35% in value of the bonds at the time outstanding hereunder shall pro- ceed to exercise any of the rights and powers herein conferred and provided to be exercised by the trustees upon the occurrence and continuance of default as hereinbefore provided, including the right to declare the principal of the bonds hereby secured to be due and payable and as matter of right the trustees, shall thereupon be entitled to the appointment of a receiver, or re- ceivers, of the trust estate, and of the earnings, income, rents, issues and profits thereof, with such powers as the court making such appointment shall confer. Section 15. The Company covenants that (1) in case default shall be made in the payment of any interest upon any of the bonds at any time outstanding and secured by this indenture, and such default shall continue for the period of three months, or (2) in case default shall be made in the payment of the principal of any such bonds when the same shall become due and payable whether at the maturity of said bonds or by declaration as authorized by this indenture, or by a sale of the trust estate, as herein provided, then upon demand of the trustees, the Com- pany will pay to the trustees for the benefit of the holders of the bonds and coupons hereby secured and then outstanding, the whole amount due and payable on all such bonds and coupons then outstanding for interest or principal or both, as the case may be, with interest at the respective rates borne by the principal obligations upon the overdue installments of interest, and in case the Company shall not pay the same forthwith upon any such de- mand the trustees, in their own names and as trustees of an ex- press trust, shall be entitled to recover judgment for the whole amount so due and unpaid. The trustees shall be entitled to re- cover judgment as aforesaid either before or after or during the pendency of any proceedings for the enforcement of the lien of this indenture upon the trust estate, or any part thereof, and the right of the trustees to recover any such judgment shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy or for the enforcement of the provisions of this indenture for the foreclosure of the lien hereof, and in case of a sale of the trust estate, or any part thereof, and of the appli- cation of the proceeds of the sale to the payment of the debt, the trustees in their own names and as trustees of an express trust shall be entitled to enforce payment of and to receive all 269 FORMS CORPORATE MORTGAGES. Form 255 amounts then remaining due and unpaid upon any and all of the bonds issued hereunder and then outstanding for the benefit of the holders thereof and shall be entitled to recover judgment for any portion of the debt remaining unpaid, with interest. No recovery of any such judgment by the trustees and no levy under any execution upon any such judgment upon the 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 trustees upon the trust estate or any part thereof or any rights, powers or reme- dies of the trustees hereunder or any rights, powers or remedies of the holders of the bonds hereby secured, but such lien, rights, powers and remedies shall continue unimpaired as before. Any moneys collected by the trustees under this section shall be ap- plied by the trustees toward the payment of the amounts then due and unpaid upon such bonds and coupons respectively, with- out any preference or priority of any kind except as provided in Section 1 of this Article, but ratably according to the amounts due and payable upon such bonds and coupons respectively, on the date fixed by the trustees for the distribution of such moneys. Section 16. The holders of a majority in value of the bonds issued and outstanding hereunder at any time shall have and are hereby given the absolute right to direct the action of the trus- tees in and about the enforcing or waiving of any of the pro- visions of this indenture except the payment of the principal and interest of such bonds at the time when they become due, and the holders of a majority in value of such bonds shall have the right to direct the trustees to waive any default which may occur in the performance of any of the covenants and condi- tions herein contained except the payment of the principal and interest of the bonds secured hereby at the time and place pro- vided therein, and the holders of a majority in value of said bonds shall further have the right to direct the trustees to dis- continue any proceedings which they may have taken to fore- close this mortgage or deed of trust or to enforce in any way the provisions hereof, or to direct the trustees to restore to the Company the trust estate, in the event the said trustees shall have taken possession thereof, or to waive any other act or thing done or omitted to be done by the Company in violation of the terms hereof, or of any covenant on the part of the Company, under this indenture, except the payment of the principal and interest of the bonds secured hereby at the time and place provided herein. Such request of the holders of a majority in amount of bonds issued and outstanding shall be made in writing, and upon the same being made in accordance with the provisions hereof, any action by said trustees in declaring the principal of said bonds due and payable for any default so waived, shall forthwith cease and determine and become null and void and any and all Form 255 OHIO PRIVATE CORPORATIONS. 270 proceedings commenced by said trustees to foreclose this in- denture shall forthwith abate and said trustees shall forthwith surrender and redeliver to the Company the trust estate, or such part thereof, if any, as said trustees shall have become possessed of, by reason of such default, and to the extent expressed in said request any and all acts done or omitted to be done by the Company in violation hereof shall be waived and the right to take any action hereunder by reason thereof shall immediately cease and determine, but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. Section 17. The Company will not at any time insist upon or plead or in any manner claim or take the benefit of any stay of execution or extension law now or at any time hereafter in force, nor will it take or insist upon any benefit or advantage of any law now or hereinafter in force providing for the valuation or appraisement of the trust estate, or any part thereof, 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 juris- diction nor, after any such sale or sales, will it claim or exercise any right under any statute or otherwise to redeem the property so sold or any part thereof, and it hereby expressly waives the 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 trustees and that it will suffer and permit the execution of every such power as though no such law or laws had been made or enacted. Section 18. In the event the trustees shall commence any proper proceedings at law or in equity for the purpose of fore- closing the security of this mortgage or deed of trust, or the enforcement of any right or remedy hereunder, the said trustees shall as a matter of right be entitled to the appointment, ex parte and without notice, of a receiver or receivers, of and for all and singular the trust estate and by and through said receiver or receivers, to take possession thereof, and of the business of the Company, and operate the same and receive the tolls, rents, revenues, issues and profits thereof. Section 19. 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 hereof, or for the appointment of a receiver or for any other remedy hereunder, unless such holder shall have previously given to the trustees written notice of such default and of the continuance thereof as hereinbefore provided, nor unless the holders of 35% in value of the bonds hereby secured and then outstanding shall have made written request upon the trustees and shall have offered them a reasonable oppor- tunity either to proceed to exercise the powers hereinbefore 2U FORMS CORPORATE MORTGAGES. Form 255 granted or to institute such action, suit or proceeding in their own names, nor unless they shall have offered to the trustees adequate security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and such notification, request and offer of indemnity are hereby declared, in each and every such case, at the option of the trustees, to be conditions precedent to the execution of the powers and trusts in this in- denture and to any action or causes of action for foreclosure, or for the appointment of a receiver, or for any other remedy here- under, it being understood and intended that no one or more of the holders of the bonds and coupons hereby secured shall have any right in any manner, by his or their action, to affect, disturb, or prejudice the lien of this indenture or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal proportionate benefit of all holders of such outstanding bonds and coupons. Section 20. Except as herein expressly provided to the con- trary, no remedy herein conferred upon or reserved to the trus- tees, or to the holders of bonds hereby secured, is intended to be exclusive of any other remedy, but 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, in equity or by statute. Section 21. No delay or omission of the trustees, or of any holder 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 trustees or to the bondholders may be exercised from time to time and as often as may be deemed expedient by the trustees or by the bondholders. ARTICLE V. IMMUNITY OF INCORPORATORS, OFFICERS, DIRECTORS AND STOCKHOLDERS. No recourse under or upon any obligation, covenant or agree- ment of this indenture, or upon any bond or coupon hereby se- cured, shall be had against any incorporator, stockholder, director or officer of the Company, past, present or future, or of any suc- cessor corporation, or any corporation in which the Company may be merged or consolidated, either directly or through the Company, or any other such corporation, by the enforcement of any assessments, penalty or contractual obligation, or by any legal or equitable proceedings by virtue of any statute or otherwise, it being expressly agreed and understood that this indenture and Form 255 OHIO PRIVATE CORPORATIONS. 272 the obligations hereby secured are solely corporate obligations and no personal liability whatsoever shall attach to or be incurred by the incorporators, stockholders, directors or officers of the Com- pany, past, present or future, or of any successor corporation, or corporation in which the Company may be consolidated or merged, or any of them, because of the incurring of the indebtedness hereby authorized or under or by reason of any obligations, covenants or agreements contained in this indenture or in any of the bonds or coupons hereby secured or implied therefrom, and that any and all personal liability of every name and nature, either at common law or in equity, or by statute or constitution, of every such incorporator, stockholder, director or officer is expressly waived, as a condition of and in consideration for the execution of this indenture and the issuing of such bonds and coupons. ARTICLE VI. SALE OF MORTGAGED PROPERTY. Section 1. In ease any real property, part of the trust estate, can not be advantageously used in the proper and judicious oper- ation of the business of the Company, or if the sale, exchange or disposition thereof has become necessary or advisable for any cause, the same, or any interest therein, may be sold or exchanged for other property; and upon request of the Company, expressed by resolution of its Board of Directors, the trustees shall have authority to release said property from the lien and effect of this indenture upon the following terms and conditions: (a) This section shall not be construed as authorizing the trustees to re- lease the trust estate as an entirety or the substantial or greater part thereof, (b) In case of any such sale of any part of the trust estate, the price or proceeds of sale, if in excess of $1,000, or a sum equal to such price or proceeds, shall be deposited with the corporate trustee, to be held for the further security of the bonds hereby secured until paid over or applied as hereinafter provided, (c) In case of any exchange, the property received in exchange for that released shall be forthwith subjected to the lien of this indenture, (d) The consideration received for the property released shall be substantially equal to the value of the released property and whenever the trustees shall be requested to release any property pursuant to this article, the Company shall deliver to them a certified copy of the resolution of the Board of Directors above mentioned, and a written instrument, signed by the president, vice-president, secretary or treasurer of the Company, certifying that the consideration to be received for such property is substantially equal to the value thereof as above provided in this subdivision, and such resolution and instrument shall be conclusive in favor of the trustees, (e) In 273 FORMS CORPORATE MORTGAGES. Form 2~>3 the event any portion of the trust estate shall be taken by the exercise of the right of eminent domain, the trustees shall, upon payment to the corporate trustee of the entire compensation awarded to the Company and the trustees, release the same from the lien and operation of this indenture, (f) All moneys re- ceived by the corporate trustee upon any such sale or release shall be applied as and when directed by the Company as follows: (1) Said corporate Trustee shall pay over to the Company out of any such proceeds sums equal to any expenditures that shall have been made by the Company for any of the purposes for which the Company is authorized to issue additional bonds as specified in Section 5 of Article 1 hereof, and all such property so purchased shall forthwith become subject to the lien of this indenture, or (2) at the option of the Company, the corporate trustee shall apply such proceeds, or any part thereof, to the purchase and retirement of bonds secured by this mortgage, and such bonds so purchased and retired shall thereupon be cancelled and delivered to the Company, (g) The resolutions, certificates, reports, and statements referred to and provided for by this sec- tion shall be full warrant to the trustees for their action on the faith thereof, and they shall incur no liability for anything done pursuant to this article; but the trustees may in their discre- tion, at the expense of the Company, make such other and further investigation of the facts as they may deem advisable, and may rely, and shall be absolutely protected in acting upon the results of such investigation in releasing or refusing to release any property under the provisions of this article. Section 2. While in possession of the mortgaged premises the Company shall also have full power, in its discretion from time to time, to dispose of, free from lien of this indenture, any portion of the implements, machinery, tools, appliances, furni- ture and other movable property embraced within the trust estate which may have become unfit for use, replacing the same by, or substituting for the same, new implements, machinery, tools, appliances, furniture and property, which shall become subject to the lien of this indenture; provided, however, that no such sale shall substantially impair the security afforded by these presents, and that if the proceeds of such sales shall in any one year ending December 31, amount to $15,000, or more, the excess over $15,000, shall be paid to the corporate trustee and applied by it as provided in Section 1 of this Article. Settlement and payment for any such excess shall be made as of the 31st day of December on or before the 20th day of January of the ensuing year. The trustees shall have the right to require the Company at any time to furnish them satisfactory evidence of the com- pliance by the Company with the covenants and agreements of this and the preceding section contained. Form 255 OHIO PRIVATE CORPORATIONS. 274 AETICLE VII. EFFECT OF MERGER, CONSOLIDATION, ETC. Section 1. Nothing in this indenture shall prevent any con- solidation or merger of the Company with or into, or any con- veyance, transfer or lease (subject to this indenture) of the trust estate as an entirety to any corporation lawfully entitled to ac- quire or lease and operate the same, provided, however, and the Company covenants and agrees that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve, and in no respect to impair the lien, security or efficiency of this indenture, or any of the rights or powers of the trustees, or the bondholders hereunder, and provided further that any such lease shall be made expressly subject to immediate termination by the Company or by the trustees at any time dur- ing the continuance of any default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale herein con- ferred or under judicial proceedings, and provided further that upon any such consolidation, merger, conveyance, transfer or lease, the due and punctual payment of the principal and interest of all said bonds according to their tenor, and the due and punctual observance and performance of all of the covenants and conditions of this indenture to be kept and performed by the Company, shall be assumed by the corporation formed by such consolidation or into which such merger shall have been made, or to which the trust estate as an entirety as aforesaid shall be so conveyed, transferred or leased. Section 2. In case the Company, pursuant to Section 1 of this Article, shall be consolidated with or merged into any other corporation or shall convey or transfer (subject to the lien of this indenture) the trust estate as an entirety, the corporation formed by such consolidation or into which the Company shall have been merged or which shall have received a conveyance or transfer as aforesaid, upon executing and causing to be re- corded an indenture with the trustees, satisfactory to the trustees, whereby such consolidated, merged, or vendee corporation shall assume and agree to pay duly and punctually the principal and interest of the bonds issued hereunder and secured hereby in accordance with the provisions of said bonds and coupons and this indenture, and shall agree to perform and fulfil all the covenants and conditions of this indenture binding upon the Company, shall succeed to and be substituted for the Company with the same effect as if it had been named herein as party of the first part, and such consolidated, merged or vendee cor- poration thereupon may cause to be signed, issued and delivered, either in its own name or in the name of The A. B. Electric Light Company any and all such bonds which shall not thereto- 275 FORMS CORPORATE MORTGAGES. Form 255 fore have been signed by the Company and authenticated by the corporate trustee, and upon the order of such consolidated, merged or vendee corporation, in lieu of the Company, subject to the terms, conditions and restrictions of this indenture pre- scribing and touching the authentication and issuance of bonds, the corporate trustee shall authenticate and deliver any of such bonds which shall have been previously signed and delivered by the officers of the Company to the corporate trustee for authentication, and any of such bonds which such consolidated, merged or vendee corporation shall thereafter in accordance with the provisions of this indenture cause to be signed and delivered to the corporate trustee for such purpose shall have the same legal right and security as the bonds theretofore or thereafter issued in accordance with the terms of this indenture and as though all of said bonds had been issued at the date of the execu- tion hereof; provided, however, that as a condition precedent to the execution of such consolidated, merged or vendee corporation and the authentication by the corporate trustee of any such addi- tional bonds in respect to the purchase of additional prop- erty, or the making by such consolidated, merged or vendee corporation of any betterments, improvements, extensions or additions to or about its plant and property, the indenture with the trustees to be executed and caused to be recorded by the consolidated, merged or vendee corporation as in this section provided, shall contain a conveyance or transfer and mortgage in terms sufficient to include such additional property, better- ments, improvements, extensions, or additions, and provided further that the lien created thereby shall have similar force, effect and standing as the lien of this indenture would have if the Company had not been consolidated with or merged into such other corporation, or had not conveyed or transferred, sub- ject to the lien of this indenture, the trust estate as an entirety as aforesaid to such vendee corporation and had itself purchased such additional property or had made such betterments, improve- ments, additions or extensions and requested the authentication and delivery of bonds under the provisions of this indenture in respect thereof. The trustees may receive the certificate of any counsel selected by them as conclusive evidence that any such in- denture complies with the foregoing conditions and provisions of this section. Section 3. In case the Company pursuant to Section 1 of this Article shall be consolidated with or merged into any other corporation or shall transfer or convey, subject to the lien of this indenture, the trust estate as an entirety as aforesaid, neither this indenture nor the indenture with the trustees to be executed and caused to be recorded by such consolidated, merged or vendee corporation as in Section 2 of this Article, provided, shall become Form 255 OHIO PRIVATE CORPORATIONS. 27G or be a lien upon any of the property or franchises of such con- solidated, merged or vendee corporation, except that acquired by it from the Company and any additional property, betterments, extensions or additions thereto, and the betterments, improve- ments, extensions or additions to or about the plant and property of such consolidated, merged or vendee corporation made and used by it as the basis for additional bonds under this indenture, as herein provided, and such franchises, repairs and additional property as may be acquired by such consolidated, merged or vendee corporation in pursuance of the covenants herein con- tained, to maintain, renew and preserve the franchises covered by this indenture and to keep and maintain the property covered by this indenture in good repair or working order or in pursu- ance of some other covenant or agreement hereof to be kept and performed by the Company. Section 4. The word "Company" as used in this indenture shall include such consolidated, merged or vendee corporation so complying with the provisions hereof and in such case the certifi- cates or resolutions of the Board of Directors or officers of the Company required by Article 1, may be made by like officials of such consolidated, merged or vendee corporation. Section 5. At any time prior to the exercise of any power by this article reserved to the Company or to a consolidated, merged or vendee corporation, the Company may surrender any power reserved to the Company, or to such consolidated, merged or vendee corporation, by delivering to the trustees an instrument in writing, executed by its president or vice-president, under its corporate seal, attested by its secretary or assistant secretary, accompanied by the affidavit of its secretary or assistant secre- tary, that the execution of such instrument was authorized by the vote of a majority of its entire Board of Directors at a meet- ing duly called and held, and thereupon the power so surrendered shall cease. ARTICLE VIII. CONCERNING BONDHOLDERS. Any request or other instrument required by this indenture to be signed and executed by the bondholders may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such bondholders in person or by agent appointed in writing. Proof of the execution of any such re- quest or other instrument, or of a writing appointing any such agent, and of the holding by any person of bonds transferable by delivery, shall be sufficient for any purpose of this indenture, if made in the following manner: (a) The fact and date of the execution by any person of any such request, or other instru- ment in writing, may be proved by the certificate of any notary 277 FORMS CORPORATE MORTGAGES. Form 255 public or other officer authorized to take acknowledgment of deeds, that the person signing such request or other instrument ac- knowledged to him the execution thereof, or by an affidavit of a witness of such execution, (b) The amount and issue numbers of bonds transferable by delivery, held by any person executing any such request or other instrument as a bondholder, and the date of his holding the same, may be proved by a certificate executed by any trust company, bank, banker, or other depositary, wherever situated, if such certificate shall be deemed by the trus- tees to be satisfactory, showing therein that at the date therein mentioned, such person had on deposit with such depositary the bonds described in such certificate. The ownership of registered bonds shall be proved by the register of such bonds, as provided in Section 5 of Article II hereof. Such proof shall be conclusive in favor of the trustees with regard to any action taken by them under such request or other instrument, (c) The bearer of any bond hereby secured at the time which shall not be registered as hereinbefore authorized, and the bearer of any coupon for interest on any bond, issued hereunder, whether the same shall be registered or not, may be deemed and treated by the Com- pany and the trustees as the absolute owner of such bond or coupon, as the case may be, for the purpose of receiving pay- ment thereof and for all other purposes, and no notice to the contrary shall affect the Company or the trustees. ARTICLE IX. POSSESSION OF PRORERTY AND DEFEASANCE. Section 1. Until some default shall have been made in the due and punctual payment of the interest or of the principal of the bonds hereby secured, or of some part of such interest or of the principal of the bonds hereby secured, or of some part of such interest or principal, or in the due and punctual perform- ance or observance of some covenant or condition hereof obligatory upon the Company, and until such default shall have continued beyond the period of grace herein provided, if any, the Company shall be suffered and permitted to retain the actual possession of the trust estate and to manage, operate and enjoy the same and every part thereof, with the rights and privileges thereunto belonging, and to collect, receive, take, use and enjoy the tolls, revenues, rents, incomes, issues and profits thereof as if this indenture had not been made. Section 2. If, when the bonds hereby secured shall have become due and payable, whether by lapse of time or by reason of the same being called for retirement, the Company shall well and truly pay or cause to be paid the whole amount of the principal moneys and interest due upon all of the bonds and coupons for interest thereon hereby secured then outstanding, Form 255 OHIO PRIVATE CORPORATIONS. 278 or shall provide for such payment by depositing with the cor- porate trustee hereunder the entire amount then due thereon for principal and interest, and shall also pay or cause to be paid all other sums payable hereunder by it, and shall well and truly keep and perform all things required hereunder to be kept and performed by it according to the true intent and meaning of this indenture, then and in that case all right, title and interest of the trustees in and to the trust estate, and each and every part thereof, shall thereupon cease and determine and become void, and the trustees in such case upon demand of the Company and at the Company's cost and expense, shall execute and deliver to the Company proper instruments acknowledging satisfaction of this indenture and such deeds of release or conveyance as shall be necessary, proper or requisite to revest the Company with the trust estate, as it then exists, free and discharged from the lien of this indenture. ARTICLE X. CONCERNING THE TRUSTEES. Section 1. The trustees, for themselves and their successors hereby accept the trusts and assume the duties, herein created and imposed, upon the terms and conditions following, to wit: (a) The trustees, and each of them, shall be protected, in any action taken by them, or either of them, upon any notice, resolution, vote, request, consent, certificate, affidavit, statement, bond, or other paper or document believed by the trustees, or either of them so acting, to have been passed or signed by the proper par- ties, (b) The trustees shall have no responsibility for the validity of this instrument or for the execution or acknowledgment there- of or for the validity of any bond issued hereunder, nor shall they, or either of them, be in anywise responsible for the breach of any covenant hereof by the Company. (c)The trustees, or either of them acting, may select and employ in and about the execution of this trust, suitable agents and attorneys, whose reasonable compensation shall be paid by the Company, or in default of such payment shall be a charge upon the trust estate and the income and proceeds thereof paramount to said bonds, (d) It shall be no part of the duty of the trustees, or either of them, to file or record this indenture as a mortgage or conveyance of real estate, or as a chattel mortgage, or as a conveyance or transfer of personal property, or to renew such mortgage or to procure any further or additional instruments of further assurance, or do any other act which maj' be necessary to be done for the continuance of the lien hereof, or for the giving of notice of the existence of any such lien, or for extending or sup- plementing the same. Neither of the trustees shall be liable for the exercise of any discretion or power hereunder or mistake 279 FORMS CORPORATE MORTGAGES. Form 255 or errors in judgment, nor shall any trustee be answerable for the acts or defaults of any other trustee or trustees, or otherwise in connection with this trust, except for its or his own wilful misconduct or gross negligence, (e) The trustees shall have a first lien upon the trust estate and the income and proceeds thereof for their reasonable compensation, expenses, counsel fees and compensation, and for all liabilities incurred in and about the execution of the trusts hereby created, and the exercise and performance of their powers and duties hereunder, which expenses, counsel fees and compensation the Company covenants and agrees to pay. (f) The trustees shall be under no obligation or duty to perform any act hereunder or to defend any suit in respect hereof unless reasonably indemnified, nor to take notice of any default, until they receive notice thereof, request and indemnity in the manner provided in Section 19 of Article IV hereof. The trustees shall not be bound to recognize any person as a bondholder unless and until his bonds are submitted to the trustees for inspection if required, and his title satisfactorily established, if disputed, (g) The recitals of fact herein and in said bonds contained shall be taken as statements made by the Company and shall not be construed as made by the trustees, or either of them, (h) The trustees shall not be personally liable for the debts contracted by them or either of them, nor for damages to person or property injured, nor for salaries or non- fulfillment of contracts, during any period in which the trustees shall manage or operate the trust estate upon entry as herein- before provided, (i) The trustees shall not be required at any time, before or after proceedings, to sell any part of the trust estate or take any action which they or either of them may be authorized to take hereunder, whether pursuant to the terms of this instrument, or otherwise, to give or file any bond as such trustee or trustees, the Company for itself, its successors and assigns, and the holders of any and all bonds at any time to be issued hereunder hereby forever waiving and releasing any and all right to require the trustees, or either of them, to give any such bond. (j) In case at any time it shall be necessary or proper for the trustees, or either of them, or any successor or successors of them, or either of them, to make any investigation respecting any fact preparatory to taking or not taking action or doing or not doing anything under this indenture as such trustees or trustee, the certificate of the Company over its cor- porate seal, sworn to by its president, vice-president, secretary or treasurer, shall, except as herein otherwise expressly provided, be sufficient evidence of such facts to protect the trustees, or either of them, or their successor or successors in any action, such trustees, or either of them, or their successor or successors, may take or refrain from taking by reason of the supposed Form 255 OHIO PRIVATE CORPORATIONS. 280 existence of such fact, but the trustees may nevertheless, make such other or further investigation as they may deem proper. Section 2. The trustees, or either of them, or any successor or successors hereafter appointed, may resign and be discharged of the trusts hereby created by written notice to the Company and by publication at least once each week for four successive weeks in a daily newspaper published in the City of . . . ., Ohio, and for a like number of times in a daily newspaper published in the City of New York, N. Y., and by due execution of the con- veyance herein required. Section 3. The trustees, or either of them, or any trustee hereafter appointed, may be removed at any time by an instru- ment, or concurrent instruments, in writing, signed by the holders of not less than a majority in value of the bonds hereby secured and then outstanding, upon payment of the trustees compensation and expenses to the date of such removal. Section 4. In case at any time the trustees, or either of them, or any trustee hereafter appointed, shall resign or shall be removed or otherwise shall become incapable of acting, a suc- cessor shall be appointed by the holders of a majority in value of the bonds hereby secured, and then outstanding, by an instru- ment, or concurrent 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 any trustee hereunder, the Company, by an instrument executed by order of its Board of Directors, may appoint a trustee to fill such vacancy until a new trustee shall be appointed by the bondholders as herein authorized. The Company shall publish notice of any such ap- pointment by it made once a week for four consecutive weeks in a daily newspaper published in the City of . . . . , Ohio, and for a like number of times in a daily newspaper published in the City of New York, N. Y., and any new trustee appointed by the Company shall immediately and without further act be super- seded by a trustee appointed by the bondholders in the manner above provided. During any such vacancy, the remaining trustee shall have full power and authority to act and to perform all duties of the trustees hereunder, and be entitled to all their rights, authority and remedies. Any successor to the corporate trustee may be an individual, anything herein contained to the contrary notwithstanding. Section 5. Any new trustee appointed hereunder, shall execute, acknowledge and deliver to the retiring trustee, and also to the Company, an instrument accepting such appointment and thereupon such new trustee without any further act, deed or conveyance, shall become vested with all of the estates, property, rights, powers, trusts, duties and obligations as if originally 28] FORMS CORPORATE MORTGAGES. Form 255 named as trustee herein; but the trustee ceasing to act shall nevertheless upon the written request of the Company or any new trustee, execute and deliver an instrument transferring to such new trustee, upon the trusts herein expressed, all of the estates, property, rights, powers and trusts of the trustee ceas- ing to act, and shall duly assign, transfer and deliver all prop- erties and moneys held by it or him to the new trustee. Should any deed, conveyance or instrument in writing from the Com- pany be required by any new trustee for more fully and cer- tainly vesting in and confirming to such new trustee such estate, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall upon request be made, executed and delivered to it. ABTICLE XI. SUNDRY PROVISIONS AND DEFINITIONS. Section 1. Nothing in this indenture expressed or implied is intended or shall be construed to confer upon any person, firm or corporation, other than the parties hereto and the holders of the bonds issued under and secured by this indenture, any right, remedy, or claim, legal or equitable, under or by reason of this indenture or any covenant, condition or stipulation thereof, this indenture, and all of its covenants, conditions and stipulations being intended to be and being for the sole and exclusive bene- fits of the parties hereto and of the holders from time to time of the bonds hereby secured. Section 2. All of the covenants, stipulations, terms, under- takings and agreements herein contained by or on behalf of the Company shall bind its successors and assigns whether so ex- pressed or not. Section 3. For every purpose of this indenture, including the execution, issue and use of any and all bonds hereby secured, the term "Company" includes and means not only the party of the first part hereto, but also its successors and assigns and any corporation into which it may be consolidated or merged. Section 4. The word "trustee" or "trustees" means the trustee or trustees for the time being, whether original or new. Section 5. The word "trustee," "bond" and "bondholder" shall include the plural as well as the singular number, unless other- wise expressly indicated. The word "coupon" refers to the inter- est coupons attached to the bonds secured hereby. The word "person" used with reference to a bondholder shall include asso- ciations or corporations owning such bonds. Whenever any officer of the Company is referred to herein it shall be taken and held to mean the person who shall hold such office for the time being. The words "trust estate" shall be held to mean and in- clude all of the property, rights, franchises and privileges at Form 255 OHIO PRIVATE CORPORATIONS. 282 any time subject to the lien and operation of this indenture, whether the same be now owned or hereafter acquired. In witness whereof The A. B. Electric Light 'Company by its president and secretary, thereunto lawfully authorized by action of its directors and stockholders, has hereunto set its corporate name and seal, and The G. D. Trust Company, by its president and secretary, thereunto lawfully authorized by action of its directors, has hereunto set its corporate name and seal, and the said E. F. has hereunto set his hand and seal, as of the day and year aforesaid. The A. B. Electric Light Company, Signed, sealed, acknowledged By , President. and delivered in presence , Secretary. of (Corporate seal) As to The A. B. Electric Light and Power Company. The C. D. Trust Company, By , President. As to The C. D. Trust , Secretary. Company. (Corporate seal) E. F. As to E. F. State of Ohio, County, ss. Personally appeared before me a notary public in and for said county and state . . . . , president, and . . . . , secretary, of The A. B. Electric Light Company, the corporation which executed the foregoing instrument as party of the first part, to me known, and known to me to be such president and secretary, who several- ly acknowledged that they did sign and seal the foregoing in- strument as such president and secretary for and on behalf of said corporation, and that the same is their free act and deed individually, and as such president and secretary, and the free and corporate act and deed of said The A. B. Electric Light Company. In testimony whereof I have hereunto set my hand and official seal at , Ohio, this .... day of , A. D. 19... (Notarial seal) , Notary Public. State of Ohio, County, ss. Personally appeared before me, a notary public in and for said county and State, . . . . , president, and . . . . , secretary, of The 283 FORMS BONDHOLDERS' AGREEMENTS. Form 256 C. D. Trust Company, the corporation which executed the fore- going instrument as a party of the second part, to me known and known to me to be such president and secretary, who severally acknowledged that they did sign and seal the foregoing instru- ment as such president and secretary for and on behalf of said corporation and that the same is their free act and deed individu- ally and as such president and secretary and the free and cor- porate act and deed of The C. D. Trust Company. In testimony whereof I have hereunto set my hand and official seal at , Ohio, this day of ..." , A. D. 19... (Notarial seal) , Notary Public. State of Ohio, County, ss. Personally appeared before me, a notary public in and for said county and State, the above named E. F. who acknowledged that he did sign the foregoing instrument as a party of the second part, and that the same is his free act and deed. In testimony whereof I have hereunto set my hand and official seal at , Ohio, this day of , A. D. 19... (Notarial seal) , Notary Public. No. 256. Bond Pooling Agreement, Authorizing Managing Committee to Sell. Agreement made under date of , 19.., by and among A. B., C. D. and E. F. first parties, hereinafter sometimes called the "Managing Committee;" the signers hereof (other than the first parties, as such Managing Committee, and the Depositary hereinafter named), and any first mortgage bond- holders of The .... Railway Company who may hereafter deposit their bonds and accept the certificates of deposit hereinafter pro- vided for, second parties, hereinafter sometimes called the "Bond- holders/' and The Trust Company, third party, hereinafter sometimes called the "Depositary." Whereas, the undersigned second parties are, severally, own- ers of first mortgage bonds of The .... Railway Company, of the par amount set opposite their respective names as said Bond- holders as signed hereto; and, Whereas, said Bondholders are desirous of disposing of said bonds on the terms hereinafter set forth, and to accomplish said result desire to confer and vest power and authority with refer- ence thereto upon the Managing Committee; and, Form 256 OHIO PRIVATE CORPORATIONS. 284 Whereas, G. H. and Company, of , Ohio, have re- quested that they be given an option for the purchase of the bonds owned by the bondholders as hereinafter set forth, at the price of ( . . ) percent of the par value of said bonds, plus accrued interest; Now, therefore, this agreement witnesseth, that the parties hereto, for and in consideration of the premises and of the sum of one dollar ($1.00) to each in hand paid by the other, the receipt whereof is hereby acknowledged, do hereby promise and agree to and with each other as follows: FIRST. The Bondholders do hereby deposit with the De- positary first mortgage bonds of The .... Railway Company, of the par value set opposite the name of each of the Bond- holders as their signatures appear hereto, said bonds being a part of a total authorized issue of .... million dollars ($ ), par value, and secured by a first mortgage or deed of trust dated , 19 . . , to The .... Trust Company, of , as Trustee, said bonds so deposited to be by said Depositary held to and for the uses and purposes, and with the powers and duties in relation thereto as follows: (a) To hold the same until , 19.., unless sooner sold by the Managing Committee as hereinafter provided at a price not less than , ( . . ) percent of the par value of said bonds, plus accrued interest to date of sale. (b) To distribute the proceeds thereof upon the receipt of the same, in the event of a sale by said Managing Committee, among the persons and parties entitled thereto, in accordance with the provisions of this agreement. (c) To distribute the interest collected upon said bonds among the persons and parties entitled thereto, in accordance with the provisions of this agreement. SECOND. It is mutually understood and agreed that said Managing Committee shall have power and authority, during the term of this agreement, to sell said bonds, or any or all thereof, so delivered to said Depositary, at a price not less than ( . . ) percent of the par value of said bonds, plus accrued inter- est to date of sale, by the unanimous agreement of the members of said Managing Committee, and in the event of a sale being made as aforesaid, the proceeds thereof shall be paid to the said Depositary. The Managing Committee shall have authority and power to enter into contracts or to give options for the sale of said bonds, at not less than the price aforesaid, during the term of this agreement. THIRD. The Depositary, upon the deposit of bonds here- under, agrees to issue to said Bondholders certificates showing the interest of said Bondholders in and to said bonds, or the 285 FORMS BONDHOLDERS' AGREEMENTS. Form 256 proceeds thereof, and the said certificates to be issued by the Depositary shall be in such form and contain such terms as the Depositary shall decide, subject at all times to the terms of this agreement. Said certificates, however, shall be in assignable form, subject to such rules with reference thereto as the De- positary may establish. FOTTBTH. It is further understood and agreed that the Depositary shall have authority, during the term of this agree- ment, to collect and receive all moneys due and paid upon said interest coupons attached to said bonds aforesaid, and as and when such interest is paid to it, shall distribute the same, with- in ten (10) days after the receipt thereof by the Depositary, to the persons entitled thereto, as evidenced by said certificate of deposit aforesaid. The persons entitled to such interest, or to the proceeds of the sale of said bonds in case of their sale as herein provided, or to any bonds in the possession of the Depos- itary remaining unsold at the expiration or termination of this agreement, shall be the certificate holders of record at the date of the maturity of said coupons, or of the sale of said bonds, or any part thereof, or of the expiration or termination of this agreement. FIFTH. It is further understood and agreed that the said Depositary shall not, until the expiration or termination of this contract, deliver any of the bonds so placed in its hands, or any part thereof, to any of the parties hereto, except to said Manag- ing Committee, and to said Managing Committee only for the purpose of sale as herein provided, and then only upon receipt by said Depositary of the proceeds of the sale of said bonds, in the event of any such sale, and that in case said bonds, or any thereof, are sold as herein provided, said Depositary shall de- liver the same to the Managing Committee, upon receiving the proceeds of the sale of said bonds; and that in case said bonds are not sold on or before the expiration or termination of this agreement, the said Depositary shall deliver said bonds to the holders entitled thereto, according to the provisions of this con- tract and the certificates issued in pursuance hereof, upon the surrender of said certificates by the holders thereof. SIXTH. In case of the death, resignation or inability to act of either or any of said members of the Managing Committee, during the term hereof, the surviving member or members of said Managing Committee ?hall have the power to appoint a successor or successors ; and in case of the death, resignation or inability to act of all the members of said Managing Committee, the said Depositary shall have authority to choose and appoint a Managing Committee. SEVENTH. The certificates of deposit to be issued under this agreement shall be transferable only by assignment in Form 256 OHIO PRIVATE CORPORATIONS. 286 writing on the back thereof, which assignment shall be witnessed, and shall transfer all interest in said certificate so assigned, which assignment may be transferred subject to the rules and regulations of the Depositary and registered on its books, and a new certificate or certificates evidencing a like interest in said bonds, may be issued by the Depositary in lieu of the certificate so assigned. EIGHTH. It is expressly understood and agreed that there shall be no charge made against the depositing Bondholders here- under for any costs, expenses or services of the Depositary or the Managing Committee. NINTH. This agreement shall be binding upon the heirs, executors, administrators and assigns of the parties hereto, and as to the said Bondholders, the agreement of each is several and individual, and shall be binding upon such of said Bondholders as sign this agreement, without regard to the fact that the same may not be signed by all the owners of the first mortgage bonds of The .... Railway Company. The deposit of bonds or the acceptance, by assignment or otherwise, of certificates of deposit as herein provided, shall constitute the persons, firms or cor- porations depositing said bonds or so accepting such certificates of deposit, parties hereto for all purposes, as fully as though such persons, firms or corporations had signed this agreement, or a duplicate hereof. TENTH. The Managing Committee agrees to act as such, and to faithfully discharge the duties imposed upon them as such Managing Committee; and the Depositary agrees to perform the duties herein delegated to it; it being understood and agreed, however, that no liability hereunder shall attach to the Managing Committee, or either member thereof, or to said Depositary, on account of any representation, statement or recital herein contained or made, or for the genuineness, regularity or authenticity of the bonds deposited hereunder, or for the lien or interest created thereby, and that beyond the obligation to perform their direct obligations assumed hereunder, said Man- aging Committee and the Depositary shall be liable to the Bond- holders only for want of good faith or failure to exercise reason- able care. ELEVENTH. All actions to be taken hereunder by the Man- aging Committee shall be in pursuance of the unanimous agree- ment of the members of said Committee. TWELFTH. This agreement shall be in force and effect until , 19. ., but may be terminated at any time by the Managing Committee, by written notice thereof signed by the Managing Committee and by the Depositary, and upon the ex- piration or termination of this agreement the bonds, or the pro- ceeds thereof, or both, represented by the certificates of deposit 287 FORMS BONDHOLDERS' AGREKMEXTS. Form 257 issued hereunder, shall then be distributed to the persons entitled thereto, as herein provided. THIRTEENTH. It is further agreed that, for convenience in executing the same, several copies of this agreement may be made, each of which shall be treated as an original, and that the signing of any of said copies shall constitute an execution of this contract by the person, firm or corporation signing the same, to the same extent as if all the signatures made in the execution of this agreement were affixed to a single copy thereof. In witness whereof, the Managing Committee and the Depos- itary have subscribed to an original hereof, and the said Bond- holders, parties of the second part, have subscribed said original or a counterpart thereof, all as of the day and year first above written. A. B. C. D. E. F. Managing Committee. The Trust Company, Depositary, By , Treasurer. Bondholders. Par Amount of Bonds. No. 257. Bond Holders' Agreement; Corporation in Default for Interest on Mortgage Bonds. This agreement made and concluded at this .... day of , 19. ., by and between A. B., C. D. and E. F., herein- after termed the "Committee" parties of the first part, and such holders of the first mortgage bonds of The .... Electric Railway Company secured by its mortgage dated , 19.., as shall become parties hereto in the manner hereinafter provided, hereinafter termed "Bondholders," parties of the second part, witnesseth, that Whereas, said The .... Electric Railway Company issued its first mortgage bonds dated , 19 . . , secured by a mortgage executed by said Electric Railway Company to The Trust Company of .... as trustee and recorded . . . . , and said Elec- tric Railway Company has made default in the payment of cer- tain of its obligations, including the interest due on said bonds , 19. ., and receivers have been appointed for the property of said Electric Railway Company, and it is necessary that tlu> Form 257 OHIO PRIVATE CORPORATIONS. 288 holders of said bonds unite for the protection of their common interests: Now, therefore, the depositing bondholders, said par- ties of the second part, do hereby severally agree, each with the other and others and with the committee, as follows, to wit: FIRST. This agreement shall be signed by the memebers of said committee and deposited with The .... Trust Company of . . . . , hereinafter termed the "Depositary." The holders of any of such mortgage bonds may become parties to this agreement and obtain the benefits thereof by depositing, on the terms of this agreement, on or before such date as the committee may fix or limit, their bonds with the coupons for interest thereon due . . . . , 19.., and subsequent thereto. Registered bonds must be accom- panied by suitable transfers thereof. Such depositing bondholders shall receive certificates of deposit issued by said depositary for the bonds and coupons deposited, which certificates shall be in such form, and shall be transfer- able, subject to this agreement, in such manner as the committee shall approve. Upon the transfer, of any certificate the transferee shall for all purposes be substituted for the prior holder under this agreement. Each depositor hereunder, and each holder of a cer- tificate of deposit issued hereunder, and each transferee of any such certificate, shall be bound by all the provisions of this agree- ment as fully as if he had signed the same. The committee and the depositary may treat each certificate of deposit as a negotiable instrument and the holder for the time being as the absolute owner thereof, and shall not be affected by any notice to the contrary. The committee in its discretion, with or without prior publica- tion of notice, may fix or limit a date after which holders of such bonds shall not be entitled to deposit their bonds hereunder: and any such holders who fail to deposit their bonds and coupons on or before any date so fixed or limited will not be entitled to de- posit the same or to become parties to this agreement or to share in the benefits thereof, and shall acquire no rights hereunder; but the committee, in its discretion, either generally or in special in- stances, and on such terms and conditions as it shall prescribe, may, by a written direction filed with said depositary, extend the time for receiving deposits or authorize the receipt of any deposit at a later date, or waive any default. Each depositing bondholder, for himself, but not for the others, by the deposit of his bonds, assigns and transfers the bonds and coupons deposited by him, to the committee and their survivors and their successors, as joint tenants, and agrees that the com- mittees shall be vested with all the rights and powers of owners thereof; and all bonds and coupons deposited shall be received and held by the depositary subject to the order of the committee. SECOND. The depositing bondholders authorize and request 289 FORMS BONDHOLDERS' AGREEMENTS. Form 257 the committee in its discretion, as owners and holders of said de- posited bonds, to demand, receive and collect the interest and prin- cipal of the deposited bonds; to declare due the principal of said bonds, and to revoke any such declaration; to request the trustee of said mortgage to institute foreclosure or other proceedings; to institute or become parties to any legal proceedings which any of the depositing bondholders may institute or become parties to, and to become parties to, or exercise control over, all legal pro- ceedings now pending or hereafter instituted in which the hold- ers of said bonds are or may be interested, including the right to apply for receivers or for the removal of receivers and the sub- stitution of other receivers ; to exercise every right and power con- ferred upon owners or holders of said bonds by the terms thereof, or by the mortgage securing the same or otherwise; and generally to do any and all things which the committee in its discretion may deem necessary or expedient for any of the foregoing purposes, or for the protection of the interests of the depositing bondholders, or of the holders of the certificates issued hereunder, or for the purpose of carrying out any of the provisions of this agreement; it being hereby expressly declared that the specifica- tion of particular powers shall not be construed as limiting any of the general powers hereby conferred. THIRD. The committee may borrow such sums of money not exceeding in the aggregate three percent of the par value of the bonds which shall be deposited hereunder, as may be required for the purpose of paying the expenses incurred by the commit- tee hereunder, and the reasonable compensation of the committee, and it may charge or pledge the deposited bonds pro rata for the redemption of any sums borrowed ; and if any sum shall be col- lected by the committee upon the deposited bonds and coupons the committee may apply such moneys to the payment of any sums so borrowed, and to the payment of such expenses and com- pensation. FOURTH. The committee is hereby authorized and em- powered to adopt, or approve of, a plan or agreement for the reor- ganization or readjustment of the interests of all or any of the bondholders and other creditors and parties interested in said rail- way company, which plan or agreement may provide for the purchase of all or any of the property of said railway company at any foreclosure or other sale and for the organization of a new Company to acquire such property and for the issue, disposition and distribution of all or any of the stock and bonds of such new Company, and for raising any sums in cash deemed necessary for improvements, working capital, expenses and other purposes. Any such plan or agreement may contain any terms and provisions and may confer upon the committee, or upon any other committee designated in such plan or agreement any powers which the com- Form 257 OHIO PRIVATE CORPORATIONS. 290 mittee hereunder may deem reasonable and proper; and full power and discretion in that behalf is hereby conferred upon the committee, subject to the right of dissent and withdrawal next hereinafter referred to. When the committee shall have adopted or approved of any such plan or agreement, a copy thereof shall be lodged with the depositary hereunder, at its office in the city of . . . . , with the written adoption or approval thereof en- dorsed thereon by majority of the members of the committee, and thereupon a brief notice of the fact of the adoption or ap- proval of a plan or agreement of reorganization or readjustment shall be published by the committee at least twice in each week for two successive weeks in two newspapers published in the city of . . . ., and such lodgement of said plan or agreement and publi- cation of notice thereof shall be conclusive notice to all depositing bondholders and to all holders of certificates of deposit of the adoption or approval of such plan or agreement by the commit- tee. Any then holders of certificates of deposit, who, within thirty days after the first publication of such notice, shall surren- der their certificates and pay a ratable amount of the obligations and expenses and reasonable compensation of the committee to the date of such surrender (not exceeding in the aggregate three percent of the par value of the deposited bonds), shall there- upon be entitled to withdraw from such plan or agreement and to receive from the depositary the respective bonds in respect of which such certificates were issued (or a like amount of bonds of the same issue) and any sums realized thereon remaining in the hands of the committee and such certificate holders by such withdrawal shall thereupon and without any further act be re- leased from this agreement and cease to have any rights here- under or under such plan or agreement. All holders of certifi- cates who shall not exercise such right within said thirty days after such first publication to withdraw the bonds in respect of which their certificates were issued shall be conclusively deemed to have finally assented to and adopted such plan or agreement (whether they had actual notice or not), and shall be bound by all the terms and provisions thereof without further act or notice and the committee shall be fully authorized to carry out such plan or agreement irrespective of the parties withdrawing, and shall have full power and authority to use, transfer or deliver, under or in accordance with such plan or agreement, the deposited bonds and coupons, which shall not have been withdrawn as aforesaid, as fully as though such plan or agreement were a part hereof and had been expressly assented to by the depositing bond- holders and the holders of the certificates of deposit issued here- under. FIFTH. The committee undertakes in good faith to en- deavor to protect the interests of the depositing bondholders 291 FORMS BONDHOLDERS' AGREEMENTS. Form 257 under this agreement, but the members of the committee assume no further responsibility. In case the committee for any cause should deem it inexpedient to proceed further under this agree- ment, it shall cause notice thereof to be published at least twice in two newspapers in the city of , and shall return to the holders of certificates of deposit issued hereunder the bonds repre- sented by such certificates (or like amount of bonds of the same issue) and any sums realized thereon remaining in the hands of the committee, upon surrender of the respective certificates of deposit and payment of ratable amounts of the obligations, ex- penses and reasonable compensation of the committee. SIXTH. The committee may employ such counsel, attorneys and agents as it may deem necessary and may fix the compensa- tion for their services and may make such other expenditures as it shall deem necessary for any of the purposes of this agree- ment, and it may procure the performance of any of the matters herein provided for by agents, trustees or substitutes. In all cases a majority of the members of the committee, pres- ent in person or by proxy, shall constitute a quorum, but no ac- tion shall be taken except with the assent of the majority of the whole committee, such assent being given in person or by proxy at a meeting, or in writing without a meeting. Such action of a majority shall constitute the action of the committee, and shall have the same effect as if assented to by the whole committee. The committee shall keep a record of its acts and proceedings. Any member of the committee, by written appointment, may empower any other member of the committee, or any person ap- proved by a majority of the remaining members of the commit- tee, to vote and to act as his proxy with all the powers of the member making the appointment. Any member of the com- mittee may at any time resign by giving notice in writing to the chairman or secretary of the committee, and the committee may settle any account or transaction with such member or with the personal representatives of a deceased member and give a full release and discharge upon any such resignation. Any vacancy in the committee caused by resignation, death, or other- wise, may be filled by appointment in writing by a majority of the remaining members ; and the committee may in like manner add to its number by appointing an additional member or additional members. All title, rights, duties and powers vested in the com- mittee hereunder shall from time to time vest in the members of the committee for the time being without any further appoint- ment, transfer or assignment whatsoever. The present or future members of the committee may be or become pecuniarily in- terested in any of the bonds or matters which are the subject of this agreement including the right to become members of any syndicate formed in connection therewith. Form 25? OHIO PRIVATE CORPORATIONS. 292 SEVENTH. No member of the committee shall be liable in any case for the acts of the other members or of the depositary, nor for the acts of any attorney, trustee or agent selected in good faith, nor shall any member be personally liable for any error of judgment, or mistake of law, but each shall be liable for his own. willful malfeasance. The members of the committee shall be entitled to receive reasonable compensation for their serv- ices. The holders of certificates of deposit, by receipt of any securities or cash distributed by the committee and surrender of their certificates, release and discharge the committee from all liability. This agreement shall extend to and be obligatory upon the respective heirs, executors, administrators, successors and as- signs of the parties hereto. In testimony whereof, the members of the committee have hereunto set their hands the day and year first above written and the parties of the second part have executed this agreement by depositing their bonds and coupons and accepting certificates of deposit therefor. INDEX ABSTRACT COMPANY PAGE Form of articles of incorporation (2 forms) 73, 101 ACCIDENT INSURANCE COMPANIES Articles of incorporation, forms of employer's liability, accident and health 85 life and accident 86 life and accident mutual protective association 87 ACKNOWLEDGMENT Forms of, by corporation 217, 282, 241 ADOPTION Of code of regulations 35, 111 Of code of by-Taws 46, 128 ADVANTAGES Of corporate form 3 ADVERTISING Novelty company, form of articles 73 AGENCY COMPANY Form of articles 74, 98 AGENT Executive officer is an 51 AGREEMENT (see Contracts; Subscriptions; Directors). AGRICULTURAL SOCIETY Articles of incorporation, form 164 Farmers' institute articles of incorporation, form 160 Township society articles of incorporation, form 164 AMENDMENT Articles of incorporation, of generally 28 forms 131, 134 Regulations, of, forms 191 AMUSEMENT PARK COMPANY Form of articles 74 ANIMALS Society for prevention of cruelty to articles of incorporation, form of 168 293 294 INDEX. ANNUAL PAGE Franchise tax domestic corporations 8 foreign corporations 62 Meeting of stockholders 39, 185 ARCHITECTURAL COMPANY Form of articles 74 ARTICLES OF INCORPORATION Generally 24 Capital stock suggestions as to statement of 27 Filing with secretary of state 27 Forms corporation for profit 71 preferred stock clauses 72 provision in, limiting each stockholder to one vote irre- spective of stock owned 73 purpose clauses 73, 105 corporation not for profit 154 purpose clauses 155, 164 amendment proceedings 131 Location of corporation, statement of effect on taxation 25, 26 Name suggestions as to 24 Purpose suggestions for stating 26 ASSIGNMENT Of stock 56 Forms of stock, on certificate 175 of subscription to stock 174, 175 ASSOCIATED CHARITIES Form of articles 155 ATTORNEY To transfer stock secretary usually appointed 56 AUDIT Annual, provision in regulations for 118 Company, form of articles 74 AUDITpR Provision in regiilations for 116 AUTHORIZED Capital stock, defined 14 AUTOMOBILE Livery and garage company, form of articles 100 BAGGAGE And transfer company, form of articles 102 INDEX. BAKING COMPANY PAOI Form of articles 75 BALLOT Form of \yj BAND COMPANY Form of articles 75 BANK Form of articles 75 Deposit, provision in by-laws as to 129 BASE BALL CLUB COMPANY Form of articles 75 BASIS Of capitalization 17 BILL OF SALE By corporation, form of 218 "BLUE SKY" LAW Summary of 20 BOARD (see Directors). BOARD OF TRADE Articles of incorporation, form 157 BOND (see also, Bonds below). Forma of treasurer 227 to corporation issuing new certificate in lieu of lost certificate 227 coupon 246 BONDS And stock distinguished 17 And preferred stock, relative advantages of 19 Forms proceedings authorizing 242, 243 deed of trust or corporate mortgage 244 coupon bond 246 pooling agreement 283 bondholders' agreement, corporation in default for interest. . 287 BONUS Treasury stock given as a 18, 198, 197 BOOKS Stock record transfer book, stock ledger 180 closing of, prior to annual meeting provision in regulations for 115 Forms transfer book or stock journal 1 stock ledger 182 BRICK COMPANY Form of articles . . 77 2% INDEX. BRIDGE COMPANIES PAGE Ohio river bridge company, form of articles 94 BROKER Company, form of articles 99 BUILDERS EXCHANGE Form of articles 156 BUILDING AND LOAN ASSOCIATION Form of articles 75 BUILDING COMPANY Office, store, hotel, warehouse, etc. form of articles of incorporation 76 BUSINESS Order of, provision in regulations as to 114 College, form of articles 76 BUTCHERING COMPANY Form of articles 76 BY-LAWS Generally 46 Distinguished from regulations 35 Forms, corporation for profit 128 CALENDAR Corporation, form of 178 CALLS For stockholders or directors meetings 41, 44 Forms for special stockholders meeting 189 waiver of 188 for special directors meeting 192 on stock subscriptions resolution of directors 173 notice 173 notice of sale of stock for nonpayment 173 CAPITAL (see also Capital Stock; Capitalization). Distinguished from capital stock 14 CAPITAL STOCK Amount of, considerations affecting 17 Definitions 14, 15 Distinguished from capital 14 Distinguished from shares 14 Increase of right of stockholders to take new or increased stock 59 waiver of 59, 140 Preferred defined 15 advantages over bonds 19 advantages over common stock 19 Ten percent payable in cash how requirement avoided, in part 59 INDEX. 297 CAPITAL STOCK Continued. Forms PAGE increase, proceedings for 135 reduction, proceedings for 140 statement of, in articles of incorporation 71 preferred clauses for articles of incorporation 72 certificates of stock 175, 178 CAPITALIZATION Suggestions as to 17 Denned 16 Bonds included in, when 16 Amount of, considerations affecting 17 Form, preferred and common stock; bonds 19 CAR COMPANY Form of articles 76 CASH Subscriptions prima facie payable in avoiding requirement as to, in part 50 CEMETERY ASSOCIATION Form of articles 157 CERTIFICATE Of subscription of ten percent of capital stock generally 33 Forms to transcript of minutes 195 of secretary to copy of resolution 195 of subscription of ten percent 109 of election of directors (first) 120 of election of directors (annual) 187 of amendment to articles of incorporation 134 of increase of capital stock 135, 137, 139 of reduction of capital stock 141 of dissolution, corporation for profit 146, 147 of dissolution, corporation not for profit 147 foreign corporation, retiring from state 152 CERTIFICATE OF STOCK Generally 55 Attorney to transfer 58 Defined 55 Lost or destroyed registered owner may vote and receive dividends 57 reissue of form of regulation as to 1 12 Negotiability of 65 Not essential 55 Pledge or hypothecation of rights where transfer not registered in corporate books 57 Subscriptions payable in installments, practice as to 33 Transfer agent or registrar 56 Forms common stock 175 preferred stock 176 preferred, special clauses i 177 reserving lien to secure indebtedness to corporation 178 298 INDEX. CERTIFICATE OF STOCK Continued. PACK Forms Conti nued. assignment of 175 transfer, regulations as to 112 lost, regulation as to 112 lost, bond to corporation issuing new certificate in lieu of .... 227 CHAIRMAN OF THE BOARD Duties, powers, etc 53 CHAMBER OF COMMERCE Form of articles 157 CHARITABLE CORPORATIONS Homes, form of articles 160 CHARTER Defined 24 CHAUTAUQUA ASSEMBLIES Form of articles 158 CHURCH Articles of incorporation, form of 158 Consolidation, form of agreement for 210 CLAY AND BRICK COMPANY Form of articles 77 CLUB Regulations, form of 118 Organization as corporation for profit, advantage in 48 Articles of incorporation, forms tennis 101 athletic 156 canoe 157 musical 161, 162 political 162 social 163 yacht 164 CLUB HOUSE Corporation, form of articles 158 COAL COMPANY Form of articles 77 CODE Of regulations, forms of 112, 118, 170 Of by-laws, form of 128 COLLATERAL LOAN COMPANY Form of articles 77 COLLATERAL NOTE Forms of 228, 229 COLLEGE Form of articles.. . 158 INDEX. 299 COMMERCIAL PAPER PAGE Form of articles of company dealing in 99 COMMITTEE Standing or permanent, of directors 48 Executive, of directors 48 Finance 49 Forms executive committee regulation authorizing 117 regulation authorizing, another form 117 by law authorizing 129 COMMON CARRIER COMPANY Form of articles 78 COMMON STOCK Relative advantages of preferred and 15, 19 Defined 15 Form of certificate 175 COMPENSATION Of directors and executive officers 52 regulations may limit or provide for 36 CONSOLIDATION Forms of agreement railroad companies 199, 201 religious (societies 210 CONSTRUCTION Company, forms of articles 78, 81 CONTINUING Existence of corporation 4 Offer, subscription before organization as 10 CONTRACTS By what officers signed 51 Forms subscription to stock before organization 211 subscription to stock after organization 108 subscription to stock on separate blank 109 consolidation 199, 201, 210 voting trust 213 stock pooling 212 options 219- 227 bondholders, corporation in default 287 bond pooling 283 CONTROL Of corporation, agreement before organization as to 10 COOLING COMPANY Form of articles 74 COOPERAGE COMPANY Form of articles 7 * CO-OPERATIVE STORE COMPANY Form of articles 79 300 INDEX. COPY PAGE Of minutes, form of certificate of secretary to 195 CORPORATE SEAL Affords presumption that execution of instrument is authorized.. 51 CORPORATION Advantages of, over other business organization 3 Agreement to form, validity of 10 Foreign 62 CORPORATION FOR PROFIT Articles of incorporation, form of 71 preferred stock clauses 72 purpose clauses 73- 105 Organization proceedings 106- 130 CORPORATION NOT FOR PROFIT Expulsion of members form of regulation providing for 172, 124 Forms articles of incorporation 154 purpose clauses 155- 164 complete articles under special statutes agricultural society 164 township agricultural society 164 charitable trust corporation 165 endowment fund corporation 166 society for prevention of cruelty to animals 168 organization record 168 record book and members' signatures 169 minutes of incorporators' meeting for election of first trustees 169 oath of trustees 170 regulations 171 assent to regulations 172 COST Of incorporation 7 COUNSEL Regulation providing for 1 IS CREDIT GUARANTY INSURANCE COMPANY Form of articles 88 CRIME Corporation to prevent and punish form of articles of incorporation 156 CUMULATIVE Dividends on preferred stock 176 Voting 38 DAIRY COMPANY Form of articles 79 DEED Form of, general warranty by corporation 216 INDEX. 301 DEED OF TRUST OR CORPORATE MORTGAGE PAGB Form of 244 DEFINITIONS Capital stock and various kinds of stock capital stock 13 nominal capital stock 14 capital 14 share of stock 14 stock 14 issued stock 14 unissued stock 14 treasury stock 15 preferred stock 15 cumulative preferred stock 15 non-cumulative preferred stock 15 common stock 18 full paid stock 16 watered stock 16 Certificate of stock 55 Syndicate 64 DEPOSITS Bank 129 DEPOT Union company form of articles 105 Interurban company form of articles 103 DIRECTORS Generally 42- 48 Committees of executive 48 finance 49 powers 49 unfair use of 50 Compensation 45 checks on 35, 36, 116, 115 Controlling body of corporation, board is 11 Dummy 23 Election, procedure 37 Executive committee 48 Managing, powers of 65 Meetings of 44, 192 regular 44 special 44 minutes 44, 193 Minority, executive committee as a device to exclude 50 Minutes 44, 193 Number of 43 usually fixed in regulations 35 may be fixed by resolution 35 increase or decrease of form of resolution for 190 increase, change of management by 43 Powers of 45 Qualifications ' 42 Term of office 43 302 INDEX. DIRECTORS Continued. PAGE Vacancies, how filled 44 Forma by-laws 1 provisions in regulations relating to 113, 114, 116 meeting, first, minutes 127 meeting, regular, notice of 192 meeting, special, with call, notice, waiver, etc 192 meeting, regular or special, minutes 193 oath 128 resignation of 196 resolution, skeleton form 194 resolution, making call on stock subscriptions 173 resolution declaring dividend 194 resolution declaring stock dividend 197 resolution to issue stock for property 130 resolution accepting donation of treasury stock 196 resolution authorizing bond issue 242 motion, skeleton form 194 election of 126, 185 election of, ballot 187 election of, certificate of ( first) 126 election of, certificate of ( annual ) 187 increase in number of, proceedings for 190 sale of stock for non-payment of calls, notice of 173 resolution for reduction of capital stock 141 resolution for sale of entire property 142 resolution for filling vacancy on board caused by disquali- fication 195, 196 DIRECTORY COMPANY Form of articles 79 DISCRETION- CM directors as to business management 11, 45 in declaring dividends 19 Of secretary of state, form of articles of incorporation 27 DISQUALIFICATION Form of resolution filling vacancy in board caused by 195 DISSOLUTION OF CORPORATIONS Forms call for stockholders' meeting 14o notice of stockholders' meeting 145 certificate of dissolution where installments of capital stock have been paid 146 where no installments of capital stock have been paid . . . 147 of corporation not for profit 148 DIVIDENDS Discretion of directors to declare 19 Stock dividends v 60 On preferred stock 15, 176 Forms resolution of directors declaring 194 stock dividend, resolution declaring 197 dividend order 198 permanent dividend order 198 INDEX. 908 DOCK COMPANY PAOE Form of articles .......................................... 79 DOMICILE (see Location). DRIVING PARK COMPANY Form of articles ........................................... s ( > DRUG STORE COMPANY Form of articles ............................................. 80 DRY GOODS COMPANY Form of articles ............................................. 80 DUMMY Incorporates and directors ................................... 23 DURATION OF CORPORATION ............................. 4 EARNING CAPACITY As basis of capitalization .................................... 17 ELECTION OF DIRECTORS Generally .................................................. 36 Conducted how .............................................. 37 Cumulative voting ............................................ 38 Inspectors of ................................................ 37 Procedure .................................................. 37 Quorum .................................................... 40 Vote, who entitleu to ...................................... 37, 56 Closing of transfer books .................................. 37, 1 15 Forms minutes of stockholders' meeting ...................... 185, 126 proxies ............................................. 183, 184 ballot .................................................. 187 certificate of, first meeting ................................ 126 certificate of, annual meeting ............................. 187 voting trust agreement ................................... 213 ELECTION OF EXECUTIVE OFFICERS By directors or stockholders .................................. 60 Forms of minutes or directors' meeting ......................... 129 ELECTRIC LIGHT AND POWER COMPANY Form of articles ............................................. 80 ELEVATOR COMPANY Form of articles ............................................. 81 EMPLOYERS' LIABILITY INSURANCE COMPANY Form of articles ............................................. 86 EMPLOYES Mutual benefit association of, form of articles ................. 162 ENDOWMENT FUND CORPORATION Form of articles ............................................. 1M ENGINEERING AND CONSTRUCTION COMPANY Form of articles . . ....................................... 81 304 INDEX. PAGE EXCHANGE OF STOCK FOR PROPERTY 46, 59 EXECUTIVE COMMITTEE Of directors, authorized how 48 As a device to exclude minority directors 50 Forms regulation authorizing 117 regulation authorizing, another form 117 by-law authorizing 129 EXECUTIVE OFFICERS Generally 50 Election or appointment of by stockholders 50 by directors 50 Compensation 52 Resignation or removal 52 Powers 51 presumption as to 51 President 53 Salaries, checks on 36 Secretary 53 Treasurer 54 general powers and duties 54 Chairman of the board 53 Vice-president 53 General manager 54 Managing director 55 EXPENSE Of incorporation 7 EXPRESS COMPANY Form of articles 81 FACTORY Building company, form of articles 76 FAMILY ASSOCIATION Form of articles 159 FARM LABORERS' ASSOCIATION Form of articles 160 FARMERS' INSTITUTE Form of articles 160 FEES Organization, saving, by small capitalization 19 FENCE Company, form of articles 81 FIDELITY AND GUARANTEE COMPANY Articles of incorporation, form of 85 FINANCE COMMITTEE 48 FINANCIAL Acceptation of term "capitalization" 16 INDEX. 305 KIKE PAGE Corporation to prevent and discover form of articles 163 FIRE INSURANCE COMPANY Articles of incorporation, form of 85 Mutual protective association articles of incorporation, form of 86 FIRST MEETING Of stockholders 34, no Of directors 127 FISHERY COMPANY Form of articles 82 FOREIGN CORPORATIONS Generally 62 By-laws of, are similar to regulations of Ohio corporations 35 Forms entering state, statement by (G. C. 178) 148 entering state, statement by (G. C. 183) 150 statement of increase of proportion of capital 153 retiring from state, certificate 152 FOREIGN INCORPORATION When advantageous 6 FORMS Articles of incorporation of corporation for profit 71 preferred stock clauses 72 provision limiting each stockholder to one vote irrespective of stock owned 73 purpose clauses abstract company 73 advertising novelty company 73 agency company 74 air cooling company 74 amusement park company 74 architectural company 74 audit company 74 baking company 75 band company 75 bank and trust company 75 base ball club company 75 building and loan association 75 building company 76 business college 76 butchering company 76 car company 76 clay and brick company coal company 77 coal company, another form 77 collateral loan company commercial school 77 common carrier company construction company construction company; another form cooperage company co-operative store company dairy company 79 306 INDEX. FORMS Continued. Articles of incorporation of corporation for profit Continued. PAGE directory company 79 dock and warehouse company 79 driving park company 80 drug store company 80 dry goods and notions company 80 electric light and power company 80 elevator company 81 embalming fluid company 81 engineering and construction company 81 express company 81 fence company 81 foundry company 82 fish company 82 freight loading company 82 gas and electric company 82 natural gas company 83 artificial gas company 83 general store company 83 glassware company 83 greenhouse and nursery company 84 heating company 84 hotel and restaurant 84 house furnishing company 84 insurance companies employers' liability, accident and health company ... 85 fidelity and guarantee company 85 fire insurance company 85 mutual protective insurance association ( fire, etc. ) . . 86 life, accident, etc., insurance company 86 mutual protective association (life and accident) ... 87 live stock insurance company 87 live stock mutual protective association 88 credit insurance company 88 interurban and street railway company 88 iron company 89 light, heat and power company 89 live stock company 89 lodge building company 90 lumber company 90 mail order company 90 mail tube company 90 manufacturing company 91 market house company 91 mausoleum company 91 meat market company 91 men's furnishing company 92 mercantile agency company 92 mercantile or trading company 92 messenger service company 92 millinery company 93 milling company 93 mineral springs company 93 mining company 94 motion picture company 94 motion picture company ; another form 94 musical instrument company 94 oil and gas company 95 Ohio river bridge company 94 INDEX. 307 FORMS Continued. Articles of incorporation of corporation for profit Continued. PAGE oil and gas company ; another form 95 orchard land company 95 pipe line company 96 plumbing and heating company 96 pottery company 96 printing and publishing company 96 publishing company 97 railroad company 97 real estate company 98 sales agency company 98 sand and gravel company 98 sanitorium company 98 sanitorium and drug company 98 scenic railway company 99 securities company 99 securities company ; another form 99 sewerage company 99 stock yard company 100 taxicab and garage company 100 telephone company 100 telephone company ( local ) 100 telephone company (mutual) 101 tennis club company 101 theater company 101 title guarantee and trust company 101 towel supply company 102 trade secrets and patents company 102 transfer company 102 undertaking company 102 union interurban depot and terminal company 103 vessel company 103 warehouse company 103 waste paper and junk company 104 water transportation company 104 water transportation company; another form 104 waterworks company 104 wine or liquor company 105 wrecking company 105 Articles of union depot company 105 Record of organization proceedings of corporation for profit (1) Proceedings of incorporators 100 (a) order for, and waiver of notice of, opening books of sub- scription 107 (b) notice of opening subscription book 107 (c) order designating one incorporator to receive payment of installment on subscriptions 108 ( d ) subscription book 108 (e) separate subscription blank 109 (f ) certificate of subscription of ten percent 109 (g) order for first stockholders meeting 110 ( 2 ) Proceedings of stockholders 110 (a) notice of first meeting of stockholders 110 (b) waiver of notice, first meeting of stockholders 110 (c) minutes of first stockholders meeting Ill (d) regulations of corporation for profit 112 ( e) regulations of a club 118 (f ) assent of stockholders to adoption of regulations '. . 126 (g) certificate of election of directors 126 308 INDEX. FORMS Continued. PAGE (3) Proceedings of directors 127 (a) minutes of first directors meeting 127 (b) oath of directors 128 (c) by-laws of corporation for profit 128 (d) resolution of directors accepting property in payment for stock 130 Amendments to articles of incorporation, proceedings for (a) waiver of notice of stockholders meeting 131 (b) notice of stockholders meeting 131 (c) minutes of stockholders meeting 132 (d) resolution for amendment of articles 132 (e) waiver of notice of amendment 133 (f ) notice of amendment 133 (g) certificate of amendment 134 Increase of capital stock, proceedings for ( 1 ) before organization (a) consent of subscribers 134 (b) certificate of increase 135 (2) after organization (a) waiver and agreement to increase 135 (b) notice of stockholders meeting 136 (c) resolution for increase 137 (d) certificate of increase 137 increase by preferred stock (e) written assent of stockholders 138 ( f ) resolution for 138 (g) certificate of increase 139 waiver by stockholders of right to take increased stock. . 140 Reduction of capital stock; proceedings for (a) consent of stockholders 140 (b) resolution of directors 141 (c) certificate 141 Sale of entire property and assets; proceedings for (a) minutes of directors meeting 142 (b) notice of stockholders meeting 143 (c) waiver of notice of stockholders meeting 143 (d) minutes of stockholders meeting 144 Dissolution call for stockholders meeting 145 notice of stockholders meeting 145 certificate of corporation for profit 146 corporation for profit, no installments of capital paid 147 corporation not for profit 147 Foreign corporation entering state, statement by (G. C. 178) 148 entering state, statement by (G. C. 183) 150 statement of increase of proportion of capital 153 retiring from state, certificate of 152 Corporation not for profit articles of incorporation 154 purpose clauses 155-164 associated charities 155 association for apprehending horse thieves 156 athletic club 156 athletic club ; another form 156 builders' exchange 156 canoe club 157 cemetery association 157 INDKX. FORMS Continued. Corporation not for profit Continued. PACK chamber of commerce 157 charitable trust; corporation to administer 157 Chautauqua assembly 158 church or religious society 158 club house corporation 158 college 158 consumers league ( ruling organization) 159 deaconess home 159 family association 159 farmers institute society 160 farm laborers association 160 free loan association 160 home for indigent and aged women 160 hospital 160 improvement association 161 law and order league 161 merchants exchange ( leaf tobacco) 161 musical club 161 musical club ; another form 162 mutual benefit association of employees 162 benevolent mutual aid association 162 political club 162 public library 162 retail merchants association 163 salvage 163 social and improvement club 163 social settlement association 163 yacht club 164 young men's Christian association 164 complete articles of incorporation of agricultural society 164 township agricultural society 164 charitable trust, corporation to administer 165 endowment fund corporation 166 fraternal benefit society 167 society for prevention of cruelty to animals 168 Organization record of corporations not for profit 168 (a) record book and members' signatures 169 (b) minutes of meeting of incorporators for election of first trustees 169 (c) oath of trustees 170 ( d ) regulations 170 (e) written assent to regulations 172 Miscellaneous forms relating to organization and management resolution of directors for call on stock subscriptions 173 notice of call on stock subscriptions 173 notice of sale of stock for non-payment of calls 173 receipt for installment payment on stock 174 transferable receipt, for installment payment on stock 174 transferable receipt, assignment of 174, 175 certificate of common stock 176 certificate of preferred stock 176 special clauses for preferred stock certificates 177 certificate of stock reserving lien to secure indebtedness to corporation 1 corporation calendar i . 1 stock records 180 310 INDEX. FORMS Continued. PAGE Miscellaneous forms relating to organization and management Cont'd. transfer book or stock journal 181 stock ledger 182 proxy one specified meeting 183 all meetings within specified time 183 general 184 revocation of 184 stockholders meetings annual, notice of 185 annual, minutes 185 annual, ballot 187 annual, inspectors certificate of election 187 special, waiver of call and notice 188 special, call for, by stockholders, etc 189 special, call for, by resolution of directors 18ft special, notice 189 special, minutes 190 amendment of regulations, assent to 191 amendment of regulations, resolution for 191 Directors meetings regular, notice 192 special, call for 192 special, notice 192 special, waiver of notice 193 minutes 193 resolution authorizing compromise of claim 194 certificate to transcript of minutes 195 certificate by secretary to resolution 195 resignation of director or officer 196 resolution filling vacancy caused by disqualification 195 resolution of directors, accepting donation of treasury stock. . 196 donation of treasury stock 197 resolution of directors, ratifying unauthorized act of officer. . 197 resolution of directors declaring stock dividend 197 resolution declaring cash dividend 194 Miscellaneous dividend order 198 dividend order, permanent 198 directors, increase in number, resolution of stockholders for. . 190 railroad consolidation agreement 199 railroad consolidation agreement; another form i . . 201 lease of railroad 204 release, by property owner, to railroad company, of damages for occupation of street 208 deed of land to interurban traction company for railroad pur- poses 208 deed of right of way to railroad company 209 consolidation of religious societies, agreement 210 agreement to subscribe for stock in corporation not yet or- ganized 211 stock pooling agreement 212 voting trust agreement 213 consent by corporation to use of similar name by new corpo- ration 216 deed ; general warranty, by corporation 216 acknowledgment by corporation 217, 241 bill of sale by corporation, of assets, etc., with agreement of officers not to re-engage in business 218 INDEX. FORMS Continued. Miscellaneous Continued. PAGE option on manufacturing plant 219 option, by corporation, on manufacturing plant 220 option, to purchase stock 222 option to purchase stock at "book value;" certificates to be deposited with a trust company 222 option contract to purchase stock, if vendee desires to resell. . 226 option to deliver stock (a "put") 226 option to purchase stock (a "call") 226 bond to corporation issuing new certificate in lieu of certificate lost or destroyed 227 bond of treasurer of corporation 227 collateral note 228 collateral note, another form 229 syndicate agreement 230 Underwriting agreement 237 Underwriting agreement, another form 239 Power of attorney to managing agent 241 Bond issues resolution of directors authorizing 242 resolution of stockholders ratifying 243 written assent of stockholders to issue of convertible bonds . . 244 coupon bond 246 deed of trust, or mortgage, by corporation to secure 244 bond pooling agreement 283 bondholders agreement, corporation in default for interest... 287 FOUNDRY COMPANY Form of articles 82 FRANCHISE FEE OR TAX 8 Saving in, by low capitalization 19 Foreign corporations 62, 64 FRATERNAL BENEFIT SOCIETY Articles of incorporation, form of 167 FREIGHT Loading company, form of articles 82 FULL PAID STOCK Denned * 16 GARAGE COMPANY Form of articles 100 GAS COMPANY Form of articles 82, 83 GENERAL MANAGER Duties, powers, etc *4 Form of regulation providing for 115 GENERAL STORE COMPANY Form of articles GLASSWARE COMPANY Form of articles * 312 INDEX. GOOD WILL PAGE As an asset 25, 47 GREENHOUSE COMPANY Form of articles 84 HEATING OR COOLING COMPANY Form of articles 84 HOSPITAL Form of articles 16t HOTEL Building company, form of articles 76 Company, form of articles 84 HOUSE Wrecking company, form of articles 10S Furnishing company, form of articles 84 HUMANE SOCIETY Form of articles 168 IMPROVEMENT ASSOCIATION Form of articles 161 INCORPORATION Selection of state for 6 Foreign, when advantageous 6 Domestic, when preferable 6 Expense of 7 Transactions before 9 Subscriptions to stock, before 10 Procedure, outline of 28 Of partnerships 60 Transactions prior to 61 INCORPORATORS Generally 28 Practice in receiving payment 31, 34 Liability under certificate of subscription, guarding against 34, 108 Qualifications 23 Forms proceedings of, corporation for profit 10S proceedings of, corporation not for profit 169 INCREASE In number of directors, change of management by 11 INCREASE OF CAPITAL STOCK Generally 59 Increased or new stock right of existing stockholders to take 59 waiver of 59 stock dividend from 60 may be issued for property 46 Purpose of, after organization with small capital 59 Forms before organization consent of stockholders 134 certificate of increase. . . 136 INDEX. 31g INCREASE OF CAPITAL STOCK Continued. Forms Continued. PAOB after organization waiver and agreement of stockholders 134 notice of meeting of stockholders 13C resolution for increase 137 certificate of increase 137 increase by preferred stock written assent of stockholders 138 resolution for 133 certificate of increase 13g INFORMATION Right of stockholders to 11 INSPECTORS OF ELECTION Forms of certificates by 187, 129 INSTALLMENTS On subscriptions, transferable receipt* for 33, 174, 17i INTERLINEATION Articles of incorporation not to be corrected by 28 INTERURBAN DEPOT AND TERMINAL COMPANY Form of articles 1M INTERURBAN RAILROAD Form of articles 88 Depot and terminal company, form of articles 10t IRON Company, form of articles 80 ISSUE Of stock for property or services 46, 10 ISSUED STOCK Denned 14 LAND Company, form of articles 98 Office, hotel, factory, etc., building company, form of articles 76 Orchard company, form of articles 9i LAW AND ORDER LEAGUE Form of articles 161 LEDGER Stock, form of 18 LIABILITY Limited, a feature of corporations J Of corporation for acts of promoters Of directors, officers and agents 48, 51 Of incorporators under certificate of subscription guarding against '* Of stockholders in general on watered stock 47 314 INDEX. LIEN PAGE On stock in favor of corporation 178 LIGHT, HEAT AND POWER COMPANY Form of articles 89 LIMIT On votes of stockholders form of provision in articles 73 LIMITATION On officers' salaries, in regulations 36 form of 116 LIMITED Partnership, compared with corporation 3 Liability, a feature of corporation 3 LIVE STOCK COMPANY Form of articles 89 LIVE STOCK INSURANCE COMPANY Articles of incorporation, form of 87, 88 LOAN COMPANY Free loan association, form of articles 160 LOCATION Generally 25 LODGE Building company, form of articles 90 Ruling organization, form of articles 159 LOOSE LEAF Minute book 29 LOST Certificate of stock registered owner may vote and receive dividends 55 reissue of, regulations as to, form of 112 LUMBER COMPANY Form of articles 90 MAIL Tube company, form of articles 90 Order company, form of articles 91 MANAGEMENT Organization and, of corporations 1 Change in policy of, by increasing number of directors 11, 43 MANAGER General, of corporation 54 form of regulations providing for 115 Syndicate 65 MANAGING DIRECTOR Duties and powers 55 INDEX. 315 MANUFACTURING COMPANY PACK Form of articles ............................................. 01 MARKET HOUSE COMPANY Form of articles ............................................. 91 MAUSOLEUM COMPANY Form of articles ............................................. 91 MEETINGS Minutes .................................................... 42 Directors regular ................................................. 44 special ................................................. 44 minutes ................................................ 44 Stockholders conduct of ........................................... 39, 37 quorum ................................................ 40 regulations, adoption of ................................... 36 annual or regular meetings ............................... 39 special meetings .......................................... 41 Forms directors, regular, notice of ............................... 192 special, call for ...................................... 192 special, notice of .................................... 192 special, waiver of notice .............................. 193 minutes, regular or special ............................ 193 motion, skeleton form ................................ 194 resolution, skeleton form ............................. 194 stockholders first, notice of ....................................... 110 first, waiver of notice ................................ 110 annual notice of ......................................... 185 notice of, certificate of secretary to ................ 186 minutes of ....................................... 185 ballot .......................................... 187 inspectors certificate of election ................... 187 special waiver of call and notice ......................... 188 call for, by stockholders, etc ..................... 189 call for, by resolution of directors ................. 189 notice .......................................... 189 minutes ........................................ 190 motion, skeleton form ................................ 191 resolution, skeleton form ............................. 190 MEMBERS Of corporation not for profit form of regulation for expulsion of ....................... 172 MERCANTILE AGENCY COMPANY Form of articles ............................................. MERCHANTS' EXCHANGE Form of articles ............................................. * MESSENGER COMPANY Form of articles ............................................. 316 INDEX. MILLING COMPANY PAGE Form of articles 93 MINERAL SPRING COMPANY Form of articles 93 MINING COMPANY Form of articles 94 MINORITY Stockholders, cumulative voting 38 MINUTE BOOK 29, 42 MINUTES Of stockholders and directors meetings 42 Of first stockholders meeting 29 Of directors meetings 44 Forms first meeting of stockholders Ill annual stockholders meeting, with notice, etc 185 special stockholders meeting, with call, notice, etc 186 for amendment of articles 132 for increase of capital stock 137, 138 for sale of entire assets 144 to authorize bond issue 243 directors meetings first 127 regular or special, with call, notice, waiver, etc 192 for sale of entire assets 142 certificate of secretary to transcript of 195 MORTGAGE Form of corporation, or deed of trust, securing bond issue 244 MOTION PICTURE THEATRE Form of articles 94 MUTUAL BENEFIT ASSOCIATION Form of articles employes 162 benevolent 162 NAME Of corporation for profit 24 Forms consent by corporation to use of similar name by new corpo- ration 216 NATIONAL BANKS Liability of stockholders of 13 NATURAL GAS COMPANY Forms of articles 95 NOMINAL Or authorized capital stock 14 INDKX. NOTICE PAGE Stockholders special meetings, of 41 Forms of call on stock 173 sale of stock for non-payment of call 173 first meeting of stockholders 110 annual meeting of stockholders 185 annual meeting of stockholders, certificate of secretary to... 186 special meeting of stockholders 189 regular directors meeting 192 special directors meeting 192 opening subscription books 107 NUMBER Of directors 43 usually fixed in regulations 35 increase or decrease 43 Of incorporators 23 NURSERY COMPANY Form of articles 84 OATH Of office, directors and trustees forms of 128, 170 OBJECT, see Purpose. OFFER Subscription to stock before organization, as a continuing 10 OFFICE Principal, location of 25 OFFICERS AND AGENTS (see Executive Officers). Generally 50 OHIO RIVER BRIDGE COMPANY Form of articles 94 OIL COMPANY Form ol articles 95 OPTION Forms on manufacturing plant 219 by corporation, on manufacturing plant 220 to purchase stock 222 to purchase stock at book value, etc 222 to purchase stock if vendee desires to sell 228 to purchase stock (a call) 22(1 to deliver stock ( a put) 228 in stock pooling agreement 212 ORCHARD COMPANY Form of articles 95 ORDER Of incorporators, designating one incorporator to receive in-Lill ments on stock 34, 10H Of business, provision in regulations as to 114 318 INDEX. ORGANIZATION PAGE And management of corporations 1 Of corporation control, contract between individuals for. 10 procedure outlined 22 transactions prior to 9 to take over partnership or another corporation 60 Forms proceedings, corporation for profit 106-130 proceedings, corporation not for profit 168-172 ORGANIZED When corporation is 9 OVERVALUATION Of property received for stock 17, 47 PAID-UP STOCK 16 PAR Value of shares, suggestions 27 PARTNERS Syndicate subscribers, when liable as 65 PARTNERSHIP And corporation compared 3 Syndicate, when a 65 Incorporation of 60 liability of corporation for debts of 61 PATENTS Form of articles of company dealing in 102 PAYMENT Of subscriptions 31, 46 PERSONAL PROPERTY Of corporation, avoiding high taxation 26 PIPE LINE COMPANY Form of articles 96 PLACE Or state, in which to incorporate 6 PLACE OF BUSINESS, see Location. PLEDGE Forms of collateral notes 228, 229 PLUMBING COMPANY Form of articles 96 POOLING AGREEMENTS Forms stock 212 bonds . . 283 INDEX. 310 POTTERY COMPANY PAGE Form of articles 94 POWER OF ATTORNEY Forms of managing agent, to 24 1 proxies 183, 184 dividend orders 108 POWERS Of executive officers 51 Of stockholders 11 Of directors 45 PREFERRED STOCK Defined 15 Relative advantages of common, preferred and bonds 19 Voting rights of 15 Forms clauses, in articles of incorporation 72 certificate of 175 certificate, special clauses for 177 proceedings for increase of capital stock by 138 PRESIDENT Compensation 52 Authority 52 Forms of provisions in regulations relating to 113 PRESUMPTION Authority of officers and agents 51, 52 PRINCIPAL OFFICE OR PLACE OF BUSINESS 25 PRINTING AND PUBLISHING COMPANY Form of articles 98 PROCEDURE Organization, outlined 22 For election of directors 37 PROMOTERS Agreements between 9, 10 Syndicates as 68 PROPERTY Exchange of, for stock 46 on increase of capital stock 59 Partnership, transfer to successor corporation 60 Forms sale of entire, proceedings for 1 stock issued for, resolution of directors authorizing 130 PROXY Defined Forms ot 183, II revocation of , 184 PUBLISHING Company, form of articles * ' 320 INDEX. PURPOSE PAGE Articles of incorporation, how stated in 26 Forms statements of, in articles of incorporation corporation for profit 73-105 corporation not for profit 155-164 QUALIFICATIONS Of incorporators 23 directors 36 officers 50 QUORUM Of stockholders 40 Of directors 44 RAILROAD COMPANY Form of articles 97 RATIFICATION By stockholders for certain acts of directors 12 Forms of bond issue, by stockholders 243 of sale of entire property, by stockholders 144 of unauthorized act of agent, by directors 197 REAL ESTATE Form of deed by corporation 216 Corporation formed to deal in articles of incorporation, form of 98 Buildings, corporation to construct and maintain certain, form of articles 76 REAL ESTATE COMPANY Form of articles 98 RECEIPT Transferable, for installment payments on subscriptions 33 Form of, for installment payments on stock 174, 175 RECORD Minute book, or corporate 29, 42 Of organization proceedings preparation in advance 29 Stock, forms of 181, 182 contents 30 REDUCTION OF CAPITAL STOCK Purpose of 60 Forms of procedure 140 REGISTRARS AND TRANSFER AGENTS 56 REGISTRY OF TRANSFER OF STOCK ON CORPORATE BOOKS- HOW made 56 Closing of, rmor to elections 37 Attorney to transfer, secretary usually appointed 56 REGULAR Meetings of stockholders 39 Meetings of directors 44 INDEX. 321 REGULATIONS PACK Generally .................................................. 35 Purpose of ................................................ 36 Provisions in salaries of directors and officers may be limited.. ........... 36 number of directors ............... * ....................... 35 Forms corporation for profit code of .............................................. 112 special provisions in ................................. 1 IS of a club ........................................... 118 written assent to .................................... 126 corporation not for profit, code ........................... 170 amendment of written assent to .................................... 191 resolution for ........................................ 191 RELIGIOUS SOCIETIES Form of articles ............................................. 158 Consolidation form of agreement ....................................... 210 REMOVAL Of oflBcers ................................................... 52 RESIGNATION Of directors ................................................. 45 Of officers ................................................... 52 Form of ..................................................... 196 RESOLUTION Fixing number of directors by ................................ 25 Forms miscellaneous ................................... 190, 194, 195 certificate of secretary to ................................ 195 RETAIL MERCHANTS ASSOCIATION Form ol articles ............................................. 163 RETIREMENT Of foreign corporation, from state form of certificate ....................................... 152 REVOCATION Of proxy, form of ........................................... 184 RIGHT OF WAV- Forms of deeds ........................................... 208, 209 RULING ORGANIZATION Articles, form of ............................................ 159 SALARIES Of directors and officers ................................... 36, checks on .............................................. Forms of regulations as to ................................ 116. 1 1* SALE Stock and bonds of, act regulating ("Blue Sky Law") .......... 322 INDEX. SALE OF ENTIRE PROPERTY PACK Forms minutes of directors meeting 142 notice of stockholders meeting 143 waiver of notice of stockholders meeting 143 minutes of stockholders meeting 144 SALES AGENCY COMPANY Form of articles 98 SALVAGE CORPORATIONS Form of articles 163 SAND AND GRAVEL COMPANY Form of articles 98 SANITORIUM Form of articles 98 SEAL Effect of 61 SECRETARY Duties and powers 53 Attorney to transfer stock, is usually appointed 56 Forms certificate by, to transcript of minutes 195 provisions in regulations relating to 113, 116 SECURITIES Company, form of articles 99 Sale of ("Blue Sky" Law) summary of 20 SEWERAGE COMPANY Form of articles 99 SHARES OF STOCK Defined 14 Word "stock" equivalent of 14 Par value of, suggestions 27 Taxation of 58 Transferable, advantages of 3 SINGLE PURPOSE Of corporation 26 SOCIAL SETTLEMENT ASSOCIATION Form of articles 163 SPECIAL Meetings of stockholders 41, 188 Meetings of directors 44, 192 STATE In which to incorporate, selection of 6 INDEX. 323 STOCK PAGE Definition and kinds of 13 capital stock 14 issued stock 14 unissued stock 14 treasury stock 15 preferred stock 15 Bonds and, distinguished 19 Books 180 Preferred, and bonds, relative advantages of 19 Common and preferred, distinguished 15 Original issue of, should be full paid 18 Common defined 18 dividends on 19 Corporation organized to deal in, form of articles 99 Exchange of property for rules as to 40 power of directors 46 Par value of shares, suggestions 27 Pledge or hypothecation of practice as to 57 Pooling agreement, form of 212 Preferred defined 15 distinguished from common 15 forms clauses in articles 72 certificate of 176 Record 180 Taxation of 38 Voting of cumulative 38 by proxy 38 by registered stockholder 37 transferee 37 Forms subscriptions to, in book 108 subscriptions, separate 109 subscriptions, calls on 173 certificates of 175-178 resolution of directors authorizing issue of for property.... 130 agreement to subscribe for, corporation to be organized in future 211 pooling agreement 212 option to purchase 222 option to purchase "book value," etc 222 option to resell 226 transfer book or journal 181 ledger 182 STOCK BOOKS 180-182 STOCKHOLDERS Rights and powers of, generally 11 Election of directors how conducted 36 minutes of meeting for, form 185, 126 Liability of . 13 Majority, power of 11 324 INDEX. STOCKHOLDERS Continued. PAGE Meetings conduct of 39 minutes of 42 motions and resolutions 42 first notice of 34 regulations adopted at 35 regular or annual 39 notice 39 closing stock transfer books 39 presiding officer, etc 39 quorum 40 order of business 40 special 41 call or order for 41 what business may be transacted at 41 provided for by statute for specified purposes 41 Powers of 11 Forms subscriptions to stock 108 proceedings of, organization 110 meetings, first Ill meetings, annual 185 meetings, special 188 STOCK SUBSCRIPTIONS, see Subscriptions. STOCK YARD COMPANY Form of articles 100 STORE COMPANY Forms of articles of incorporation general store 83 mercantile or trading 92 co-operative store 79 drug-store 80 dry goods and notions 80 house furnishing , 84 meat market 91 men's furnishing goods 92 millinery 93 STREET RAILWAY COMPANY Form of articles 88 SUBSCRIBER To syndicate, liability of 64 SUBSCRIPTIONS Generally 30 Made before incorporation 10 Made after incorporation 30 Payment 31, 32 Forms agreement, before articles of incorporation filed 211 agreement, after articles filed 108 subscription blank, separate 109 opening book for, order and waiver of notice 107 payment of, order designating one incorporator to receive . . . 108 INDEX. SUBSCRIPTIONS Continued. PACK Forma Continued. certificate of 100 call, resolution of directors for 17:! call, notice of 173 call, non-payment, notice of sale of stock for 173 receipt for installment payment on 174 transferable receipt for payment on 174 assignment of 175 SURETY COMPANY Form of articles 85 SYNDICATE 84 Members or subscribers, liability of 66 Forms' of agreements promotion 230 underwriting 239 TAXATION Avoidance of high rate of 26 Of stock 58 TAXICAB AND GARAGE COMPANY Form of articles 100 TELEPHONE COMPANY Articles of incorporation forms of long distance 100 local 100 mutual 101 TELLERS, see Inspectors of Election 37 TERMINATION Of corporate existence 4 THEATER COMPANY Form of articles 101 TITLE GUARANTEE AND TRUST COMPANY Form of articles 101 TOWEL SUPPLY COMPANY Form of articles 1 TRANSFERABLE Shares, a feature of corporation Receipts, for installment payments on stock 33 TRANSFER BOOK Form of ' TRANSFER COMPANY Form of articles ' TRANSFER OF STOCK Agents and registrars ' Registry on corporate books consequences of failure " 326 INDEX. TRANSFER OF STOCK Continued. PAGB Forms assignment, endorsed on certificate of stock 175 regulation, providing for 112 transfer book and ledger 181, 182 TREASURER 54 Forms bond 227 provision in regulations relating to 114 TREASURY STOCK Defined 15 Distinguished from unissued stock 14 Is an asset 15 Bonus of 18 Forms donation of, to corporation 197 donation of, resolution of directors accepting 196 TRUST, Deed, see Mortgages. Voting, agreement 213 TRUST COMPANY As transfer agent or registrar of stock 57 Articles, form of 75 TRUSTEES OF CORPORATION NOT FOR PROFIT Forms oath of office 170 minutes of election of first 169 UNDERTAKING COMPANY Form of articles 102 UNDERWRITING Syndicate C5 Agreements, forms of 237, 239 UNION DEPOT COMPANY Articles of incorporation form of 105 Interurban depot and terminal form of articles 103 UNISSUED STOCK Defined 14 Distinguished from treasury stock 14 Not an asset 14 VACANCIES In board of directors or trustees filled how 44 form of minutes 195 VALUE Property as basis of capitalization 17 Property, exceeding, in capitalization 17 Property, less than, capitalizing at 19 Of property exchanged for stock ; 47 INDEX. VESSEL PAGE Company, form of articles 103 VICE PRESIDENT Powers, duties, etc 63 Provisions of regulations as to 1 13 VOTE Right to 37 VOTING Forms provision in articles of incorporation limiting each stock- holder to one vote 73 ballot 187 VOTING TRUST Form of agreement 213 WAIVER Forms notice of opening subscription books 107 notice of first stockholders meeting 110 notice of special stockholders meeting 188 notice of directors meeting 193 WAREHOUSE Company, form of articles 103 WATER OR WATER WORKS COMPANY Form of articles 104 WATER TRANSPORTATION COMPANY Form of articles 104 WATERED STOCK Denned Methods of issuing Liability of holders IS WILLIS LAW As affecting capitalization WINE COMPANY Form of articles YOUNG MEN'S CHRISTIAN ASSOCIATION Local association, form of articles 000713 887