while the holder thereof, to exercise all the rights and privileges of ownership, including the right to vote thereon.

To conduct its said business and have one or more offices, and unlimitedly and without restriction to purchase, hold, lease, mortgage, and convey real and personal property in or out of said State of and in such place and places in the several States and Territories of the United States, its colonial possessions or territorial acquisitions, and in foreign countries, as shall from time to time be found necessary and convenient for the purposes of the business of said corporation.

be

IV. The amount of the total authorized capital stock of said corporation shall dollars ($ ), which shall be divided into

the par value of

amount of

has been paid.

shares of dollars each; of which authorized capital stock the dollars has been subscribed, and the amount of

dollars

V. The names and post-office addresses of all the incorporators and the number of shares of stock subscribed for by each are as follows:

THIS IS TO CERTIFY that we,

have this day associated ourselves together for the purpose of forming a corporation under the laws of Arizona, and

for that purpose do adopt the following charter:

Company.

, Arizona, and may

State of

,

First. The name of this corporation is the Second. This Company shall keep a local office at keep other principal offices and places of business at and at such other places and in such States as the Board of Directors may lish, at which place or places all incorporators', stockholders', and Directors' meetings may be held, and all corporate business be transacted.

shares of the par value of $

estab.

Third. The amount of the capital stock of this corporation shall be $ divided into each, and said capital stock shall be paid at such time as the Board of Directors may designate, in money, property, labor, good will, or any other valuable right or thing.

Fourth. The objects for which this corporation is formed are, as principals, agents, or otherwise, to do in any part of the world any and every of the things herein set forth to the same extent as natural persons might or could do, and in furtherance and not in limitation of the general powers conferred by laws of Arizona, it is hereby expressly provided that the corporation shall have the following powers:

(a) To manufacture, purchase, or otherwise acquire, and to hold, own, mortgage, pledge, and to sell, assign, or otherwise dispose of, to invest, trade, deal in, or deal with goods, wares, merchandise, and property of every class and description.

(b) To apply for, purchase, or otherwise acquire, and to hold, own, use, operate, and to sell, assign, or otherwise dispose of, to grant licenses in respect of, or otherwise turn to account any or all inventions, improvements, formulæ, and processes used in connection with or secured under Letters Patent, Copy Rights, or Trade Marks of the United States, or elsewhere, or otherwise, and with a view to developing the same, to carry on any other business, whether manufacturing or otherwise, which the corporation may think calculated directly or indirectly to effectuate these objects.

(c) To purchase or otherwise acquire, and to hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of, the shares of capital stock or other evidence of indebtedness created by other corporation or corporations, and while the

holders of such stock, to exercise all the rights and privileges of ownership, including the right to vote thereon.

(d) Generally to purchase, take on lease or in exchange, hire, or otherwise acquire, any real and personal property, and any rights, privileges, or franchises which the corporation may think necessary or convenient for the purpose of its business, and, in full, to do any or all things in any part of the world not prohibited by the laws of Arizona.

(e) To construct, hire, purchase, and operate steamboats and other vessels of any class, and especially the construction of steamboat hulls and barges after and upon the plans of the new method of composite construction; to establish and maintain lines or regular services of steamboats or other vessels on the River and its tributaries; and generally to carry on the business of shipowners, and to enter into contracts for the carriage of mails, passengers, goods, and merchandise by any means, either by its own vessels, railways, and conveyances, or by or over the vessels, conveyances, and railways of others; to insure against loss by fire, flood, or other calamity, the cargo carried or transported upon the Company's steamboats or other vessels; to construct, purchase, take on lease, or otherwise acquire and work any railway wharf, pier, dock, building, or works capable of being advantageously used in connection with the business of the Company as a shipping company, and in connection with any of the objects aforesaid, to carry on the business of a railway company, railway contractors, ship builders, engineers, manufacturers of machinery and car builders; to acquire concessions or licenses for the establishment and working of lines of steamboats and other vessels between any ports of the world, or for the formation or working of any railway, wharf, pier, dock, or other works, or for the working of any public conveyance.

(f) To build, make, operate, maintain, buy, sell, deal in and with, own, lease, pledge, and otherwise dispose of steamboats and vessels of every nature and kind whatsoever, together with all materials, articles, tools, machinery, and appliances entering into, or suitable and convenient for the construction or equipment thereof, and together with engines, boilers, machinery and appurtenances of all kinds, and tackle, apparel, and furniture of all kinds; the transportation of goods, merchandise, and passengers upon land or water, building, repairing and designing houses, structures, vessels, ships, boats, wharves, docks, dry docks, railroads, engines, cars, machinery, and all other equipment; constructing, maintaining, and operating railroads; to build, construct, repair, maintain, and operate water, gas, and electrical works, tunnels, bridges, viaducts, canals, wharves, piers, and like works of internal improvement or public use or utility; to own, operate, and maintain steamboat lines, vessel lines, or other lines of transportation.

(g) To carry on the business of cold storage and warehousing and all the business necessarily or impliedly incidental thereto; and to further carry on the business of general warehousing in all its several branches; to construct, hire, purchase, operate, and maintain any conveyances for the transportation in cold storage or otherwise, by land or by water, of any and all products, goods, or manufactured articles; to issue certificates and warrants, negotiable or otherwise, to persons warehousing goods with the Company, and to make advar ces or loans upon the security of such goods or otherwise; to manufacture, sell, and trade in all goods usually dealt in by warehousemen; to construct, purchase, take on lease or otherwise acquire any wharf, pier, dock, or works capable of being advantageously used in connection with the shipping and carrying on of other business of the Company; and generally to carry on and undertake any business undertaking, transaction, or operation commonly carried on or undertaken by warehousemen, and any other business which may from time to time seem to the Directors capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of, or render profitable any of the Company's properties or rights.

(h) To own, operate, and maintain sugar plantations, and to grow, purchase, mufacture, refine, and dispose of sugar, molasses, and melada, and all lawful business incidental thereto.

() To carry on the business of mining, milling, concentrating, converting,

smelting, treating, preparing for market, manufacturing, buying, selling, exchanging, and otherwise producing and dealing in coal, gold, silver, copper, lead, zinc, brass, iron, steel, and in all kinds of ores, metals, and minerals, and in the products and by-products thereof of every kind and description, and by whatsoever process the same can be or may hereafter be produced; and generally and without limit as to amount, to buy, sell, exchange, lease, acquire, and deal in lands, mines, and mineral rights and claims, and in the above specified products, and to conduct all business appurtenant thereto.

(1) The corporation shall also have power to conduct its business in all its branches, and unlimitedly to hold, purchase, mortgage, and convey real and personal property in any State, Territory, or colony of the United States and in any foreign country or place.

Fifth. The affairs of this corporation shall be conducted by a President and Board of Directors, who shall be elected annually, as the by-laws shall provide, and a voting power of at least 51 per cent of the capital stock shall be pooled, and that right vested in the incorporators hereof, and that said right to endure for the lifetime of the Company, and the Board of Directors can without further authorization make, alter, amend, and rescind the by-laws, and amend the articles in any of the particulars herein of this Company, and to fix the amount to be reserved as working capital.

Sixth. This corporation is formed to endure for twenty-five years after its articles are duly executed, but its charter rights may be renewed before its charter expires, from time to time, for periods not exceeding twenty-five years at a time, perpetually.

Seventh. The private property of the stockholders of this corporation shall be and is hereby made forever exempt from all liability for its debts or obligations, and there shall be no individual liability on the part of either Directors or stockholders.

Eighth. The capital stock of this corporation shall be and is hereby made full paid, and forever non-assessable by this corporation for any purpose. In accepting property in exchange for stock the judgment and appraisal of the Directors shall be final and conclusive.

Ninth. The Board of Directors shall, as soon as practicable after the organization of the Company, instruct the Treasurer to set apart a certain sum of money, at such times as will jointly be agreed upon, which sum of money shall be held by the Treasurer, as and for a Sinking Fund to be utilized for the replacing of any of the Company's boats or properties of any description that may meet with disaster, or for general repairs in any way upon the Company's holdings; to anticipate the payment of any obligations which may not be classed as regular expenses; to meet any contingency of any kind and thus make absolutely certain at all times the solvency of the Company; to insure against loss the cargo transported upon the Company's steamboats or other vessels; to apply to any and all of the things which the Board of Directors may in their right determine.

Tenth. All stockholders of this company shall have the right to inspect the stock and transfer books of this corporation in the presence of the President and Board of Directors, after proper reasons have been given for the request to so examine.

Eleventh. Should a stockholder so desire, a proxy can be given to the President or any member of the Board of Directors, and such person will act for him the same as if he himself were present.

Twelfth. It will not be lawful for this Company to join with, or pool its interests with any other corporation of any kind or nature whatsoever, or have as a member of its Board of Directors any officer of any other company; thus stringently excluding a representative of any shareholder or shareholders of a competing company, or any company, whether on land or water, from having any voice whatever in the management or direction of this Company.

Thirteenth. This Company will not permit the listing of the stock of this corporation on any exchange created for the sole purpose of the bartering and selling of the securities of corporations.

Fourteenth. There shall be no greater amount of indebtedness incurred, either directly or indirectly, by the Board of Directors of this Company, at any time, than shall exceed in amount or be equal to two-thirds of the capital stock.

Fifteenth. Without in any particular limiting any of the objects and powers of this corporation it is hereby expressly declared and provided, that should it become necessary and decided by those in control, this corporation shall have power to issue bonds in payment for property purchased or acquired by it, or for any other object in and about its business; and said bonds after issue and before their maturity, can be retired by the decision and vote of a majority of the holdings of stock, and new certificates of stock can be issued to the stockholders at par. In Witness Whereof, we have hereunto set our hands and seals this A. D. 190.

Signed, sealed, and delivered

in the presence of

day of

SUGGESTIONS RELATIVE TO THE DRAFTING OF CHARTERS AND THE PREPARATION OF MINUTES FOR THE ORGANIZATION MEETINGS OF CORPORATIONS.

In presenting a few suggestions relative to the incorporation and organization of corporations it is assumed that a choice has been made of some particular State from which a charter is to be obtained, and that a duty has been imposed upon the attorney of drafting the charter under the laws of such State and organizing the corporation ready for the transaction of business thereunder. The suggestions that follow are made more with a view to utilizing to the best advantage the forms and precedents to be found in the present work rather than with the hope of presenting anything particularly new or original along this line.

THE DRAFTING OF THE CHARTER.

First, ascertain whether all the purposes the insertion of which in the charter is desired by the client may be embodied in one charter. By reference to the "Synopsis Digest" contained in Part II. of this work, this question can be readily answered. Next, turn to the forms for charters of the various States and Territories found in Part III. of the present work, and make use of the skeleton form therein found, for drafting a charter under the laws of the particular States in which this particular charter is sought. The only clauses of the charter to which particular reference need be made here are what are known as the "Object Clause," the "Preferred Stock Clause," and the "Clause for the Regulation of the Internal Affairs of the Corporation."

In drafting the first of these, the "Object Clause," reference should be first had to the "Specific Object Clauses" found in Part III. pp. 475-514, of this work. Forms for drafting the more common of such specific "Object Clauses" will be found therein. Next, it will often be found convenient and useful to add to the "Specific Object Clauses" certain "General Object Clauses;" such, for example, as those permitting a corporation to purchase and hold its own stock and stock in other corporations as well, and to acquire patents, patent rights, trade marks, etc., and to hold real and personal property without limit, and to transact business in other States and Territories and foreign countries. Sometimes, too, it is of advantage to insert a clause authorizing the corporation to acquire an existing business or to engage in a general merchandise business. Such forms will also be found in Part III. p. 515, herein.

Next, attention is called to the "Preferred Stock Clauses," forms for which will be found on pp. 517-518 of Part III. herein. In connection with the clause for the regulation of the internal affairs of a corporation, attention should first be directed towards ascertaining whether the insertion of such a clause is permitted under the laws of the particular Commonwealth from which the charter is to be procured.

(See Part III. Table X, p. 654.) Examples of such clauses will be found on pp. 516-517 of Part III. herein. A stock subscription agreement should ordinarily be signed by all of the incorporators before the articles of incorporation are signed. (See Part III. p. 594.)

Finally, see that the requisite number of incorporators sign the articles and acknowledge their execution (when the same is required) before a notary public or other officer authorized to take acknowledgments. In some of the States, notably New Jersey, if the articles are acknowledged without the State, a certificate must be obtained certifying to the officer's due appointment as well as to his authority to take such acknowledgments.

THE PROCURING OF THE CHARTER.

Ordinarily three copies of the charter should be prepared: the first of these should be signed and acknowledged by each of the incorporators, and becomes the original; the second is for the purpose of filing (when duly certified) in local county office (when the same is required by statute), and the third-after being properly certified-remains the property of the corporation.

In most of the Commonwealths at the time the charter is presented to State officials for filing and recording, it must be accompanied by a sufficient remittance to cover not only the organization tax but the filing and recording fees as well. (See Part II. pp. 211-474.) After the certificate of incorporation is issued by the proper State officials, a certified copy thereof should (when the same is required by statute) be promptly filed in the proper county office.

ORGANIZING THE CORPORATION.

(See Composite Form of Minutes and By-Laws, Part III. pp. 512-524.)

The organization meeting of the corporation must be held within the domiciliary State of the corporation unless such meetings are expressly authorized by statute to be held without such domiciliary State. The most convenient practice is for the incorporators to sign a written waiver of notice fixing the time and place of the meeting. (See Part III. p. 588.) If other stockholders than the incorporators have signed the preliminary stock subscription agreement, they also must sign the written waiver here referred to. The meeting organizes by the election of a Chairman and a temporary Secretary. Either the charter itself (if one is issued) or, in lieu therof, a certified copy of the certificate of incorporation should be presented and entered at length in the minutes.

The By-Laws should next be adopted section by section and entered in the minutes. If the certificate of incorporation names the first Board of Directors, it is not necessary to elect a new Board at the organization meeting. Where such Directors are not named in the certificate of incorporation, the next order of business is the election of Directors. When required by statute (or when not required, if the incorporators so desire), Inspectors of Election should be appointed and sworn. If the persons so chosen as Directors are not subscribers to the capital stock of the corporation, they may become qualified either by subscribing for stock or by having one of the incorporators who is a subscriber to the capital stock assign his stock subscription to them. (See Part III. p. 598.)

If it is the intention of the corporation to take over certain property (either real or personal) in exchange for its capital stock, the following suggestions may be made: Let some party who is not an officer or director in the corporation offer to enter into an agreement with the latter relative to the sale of such property for stock. (See Part III. pp. 598-599.) Then draft the minutes of the incorporators' meeting, so that provision is made for the acceptance of such offer in exchange for