determined by three arbitrators, of which one shall be appointed by each party and the third by the two so appointed; or the board may, after such determination, elect to buy the said stock at the price of the proposed sale or transfer. Form 116. Same. No share of stock of the corporation shall be sold by the owner without first offering it to the stockholders through the treasurer, who shall notify the stockholders that said stock is for sale. Stockholders shall have thirty days from the date of mailing or delivery of such notice in which to apply for said stock. The stock shall be divided in accordance with the applications, except that, in cases where the applications exceed the number of shares offered, the apportionment shall be made pro rata to the applicant's holding of stock. Stock purchased hereunder by stockholders shall be purchased on the basis of the last inventory and may be paid for in the following manner: twenty-five per cent of the purchase price in cash within ten days from the date of mailing or delivery of the notification of the allotment of stock, and seventy-five per cent in three notes secured by pledge of the stock purchased each for twenty-five per cent of the purchase price, and payable two, four and six months respectively after the date of the cash payment. Stock not so purchased may be sold in open market or otherwise by the owner. Form 117. Voting Rights of Common and Preferred Stock; Dividends.34 The holders of the common stock shall have or exercise the right to vote the same, or as owners of the same, at any meeting of the holders of the capital stock of the company the aforesaid holders shall be entitled to one vote for each share. The holders of preferred stock shall not have or exercise the right to vote the same, or as owners of the same, at any meeting of the holders of the capital stock of the company. The holders of the preferred stock are entitled to receive a cumu 34 These provisions would usually appear in the Agreement of Association. See supra, Form 1. lative dividend of seven per cent per annum, payable yearly, before any dividend shall be paid on the common stock. C. CONCERNING MEETINGS. Form 118. Minutes of Meeting for Incorporation. City of... day of..... ..Company was held at the office of noon (notice of said meeting having been waived by all of the incorporators in writing, endorsed upon the agreement of association, and the time and place of said meeting having been fixed as aforesaid in said waiver of notice). There were present. being........of the said incorporators. Upon motion duly made and seconded, Mr. was elected chairman of the meeting. Upon motion duly made and seconded, it was Voted, to proceed by ballot to the election of a temporary clerk. He Thereupon all the incorporators proceeded to cast one ballot each for the choice of a temporary clerk, and Mr. ... was declared duly elected, receiving all of the votes cast. was thereupon duly sworn, as appears by the following certificate: COMMONWEALTH OF MASSACHUSETTS. and made oath that he would faithfully discharge the duties. of temporary clerk at the meeting of the incorporators of Company. Before me, Justice of the Peace. Upon motion duly made and seconded, it was Voted, to adopt the following by-laws: [Insert copy of by-laws.] Upon motion, duly made and seconded, it was Voted, to proceed by ballot to the election of a board of directors. The whole number of ballots cast was. all of which were for.. who were declared elected, and thereupon severally accepted their election, and entered upon the discharge of the duties of their office. Upon motion, duly made and seconded, it was Voted, to proceed by ballot to the election of a treasurer. The whole number of ballots cast was. which were for..... .all of who was declared elected, and thereupon accepted his election, and entered upon the discharge of the duties of his office. Upon motion, duly made and seconded, it was Voted, to proceed by ballot to the election of a clerk. The whole number of ballots cast was....... .....all of which were for .who was declared elected, and thereupon accepted his election, and entered upon the discharge of the duties of his office, after being duly qualified, as appears by the following record: COMMONWEALTH OF MASSACHUSETTS. SS. Then personally appeared the above-named.... 19.. ..and made oath that he would faithfully discharge the duties of the office of clerk of. Company. Before me, Justice of the Peace. I, ..temporary clerk of the first meeting of incorporators of.... Company, hereby certify and attest that the foregoing is a true and accurate record of the proceedings held at said first meeting to and including the qualification of the clerk of said corporation. A true record. Attest: Temporary Clerk. Upon motion, duly made and seconded, it was Voted, to adjourn. A true record. Attest: Clerk. Form 119. Minutes of First Meeting of Directors. The first meeting of the board of directors elected by the incorporators of... Company, was held at the office of. Upon motion, duly made and seconded, Mr. was elected chairman of the meeting until the election of the president. The clerk presented and read the following waiver of notice of the meeting, which was ordered to be filed with the records of the directors: WAIVER OF NOTICE OF FIRST MEETING OF DIRECTORS. We, the undersigned, being all the members of the board of directors elected by the incorporators of.... .Company, hereby waive notice of the time and place of the first meeting of the said board of directors, and of the business to be transacted at said meeting. Street, .... ... Massachusetts, as the place of said. meeting, the purpose of said meeting being to elect officers; to authorize the issue of the stock of the corporation; to authorize the purchase of property necessary for the business of the corporation; and to transact such other business as may be necessary or advisable to complete its organization and to facilitate the carrying on of its contemplated business. Upon motion, duly made and seconded, it was Voted, to proceed by ballot to the election of a president of the corporation. The whole number of ballots cast was.... of which.... were for..... .who was declared elected, and thereupon accepted his election, and therafter presided at the meeting. Upon motion, duly made and seconded, it was Voted, to proceed by ballot to the election of a. of the corporation. The whole number of ballots cast was who was declared elected, and thereupon accepted his election and entered upon the discharge of the duties of his office. |