Upon motion, duly made and seconded, it was Voted, to adopt the following as the form and style of the certificates to be issued for the stock of the corporation: [Insert proof.] Upon motion, duly made and seconded, it was Voted, to adopt as the seal of the corporation the seal presented at this meeting, an impression of which is hereby directed to be made in the margin of the records of this meeting. Upon motion, duly made and seconded, it was Voted, that the treasurer be and he is hereby directed to forthwith furnish and deliver to the clerk of the corporation a bond, in such form as may be approved by the president, in the penal sum of. . . . . . . . . . dollars, to be executed by.... as surety, to secure the full and faithful performance by the said treasurer of the duties of his office. Upon motion, duly made and seconded, it was .Bank of.. Voted, that the treasurer be and he is hereby directed to open an account in the name and on behalf of the corporation with the... ...which is hereby authorized to make payments from funds of the corporation on deposit with said bank upon presentation of checks signed by the..... ....of this corporation.35 Upon motion, duly made and seconded, it was 35 In regard to this and some of the subsequent votes, it may be noted that there is no corporation in existence until the certificate is issued, and therefore the directors have strictly no power to deal with third persons on behalf of the corporation. If it is desired to pass such votes at the first meeting of directors, it is desirable to pass a vote at the first meeting after the issuing of the certificate ratifying all votes passed at previous meetings. the incorporators of this corporation for the amount of stock subscribed for by each of them, the said shares to be paid for in full in the manner following: Upon motion, duly seconded, it was Voted, that the.... .Trust Company of... ...... be and the same hereby is appointed the transfer agent and registrar of transfers of this corporation, and the clerk is hereby authorized to make the necessary arrangements with said Trust Company to carry this vote into effect. The president then presented the following proposition: To the stockholders and directors of.. Gentlemen: . Company: I hereby offer, in consideration of the issue, transfer and delivery to me of the entire common stock of the.. Company, to sell, assign and transfer to said Company my entire automobile and garage business now carried on at .Massachusetts, together ..Street, with all machines and parts now on hand and supplies of all kinds, together with the lease of the building and garage, and all assets and goodwill, with the benefit of all outstanding contracts and bills and accounts receivable; the.... Company to assume all liabilities of said business at present outstanding. Very truly yours, Upon a motion duly seconded it was Voted, that whereas the proposition of..... ...to sell his automobile and garage business to this Company for its entire common stock, as contained in his letter dated... appears to be reasonable and beneficial for this Company, and the property appears to be worth the par value of the entire common stock of this Company, said proposition is hereby accepted, and the president and treasurer are hereby authorized, upon receipt of duly executed assignments and bills of sale of said property, to issue to.. of this Company. . the entire common stock Upon motion, duly made and seconded, it was being a majority of the board of directors, shall forthwith make, sign, and make oath to articles of organization, in the form required by the laws of the Commonwealth, which shall be submitted to the commissioner of corporations for his examination and approval. Upon the indorsement of the approval of the commissioner upon said articles of organization, the said directors are hereby authorized and directed to pay the organization fee required by law, and to file the said articles in the office of the secretary of the commonwealth. Upon motion, duly made and seconded, it was then voted to adjourn. Attest: Clerk. Form 120. 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. time, and the office of.. in the City of.... 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. Form 121. Form of Proxy - General Meeting. KNOW ALL MEN BY THESE PRESENTS, That.. the undersigned Stockholder in the. ..do hereby appoint... .true and lawful Attorney, with power of substitution, for.... and in..... .name, to vote at the meeting of the stock holders in said Company, to be held at. or at any adjournment thereof, with all the powers. should possess if personally present, hereby revoking all previous proxies. Witness, 190.. Substitution on back of Proxy. hereby appoint or any one of them, to be the true and law ful attorney or attorneys, in substitution for myself, of my principal executing the proxy on the face hereof, with all the powers given me therein. Dated.... Form 122. Same - Special meeting. Know All Men by These Presents, That I, M. V., the undersigned stockholder in the W. Copper Company, do hereby appoint H. S. my true and lawful attorney, with full power of substitution, for me and in my name to vote at a special meeting of the stockholders in said Company to be held at the office of S. and G. in Boston, Massachusetts, in March, 1899, or at any adjournment thereof, with all the powers I should possess if personally present, said special meeting to be held for the purpose of amending Articles 8 and 10 of the by-laws of the Company in the manner following, to wit: Amend Article 8 of the by-laws by striking out in the third sentence thereof the word "countersigned" and the word "registered" and substituting the word "signed" for the word countersigned;" and amending Article 10 by striking out in the third line thereof the word "countersigned" and likewise by striking out the words " and in the presence of the Secretary or other authorized officer or agent of the Company." And I hereby authorize and direct my said attorney to execute the waiver in writing of any and all notice on my part of said meeting, and I do hereby authorize and direct him to vote in favor of the proposed changes in amendment of the by-laws. Form 128. Notice of Annual Meeting. [Name and address of stockholder.] Dear Sir: You are hereby notified that the annual meeting of the stockholders of the..... in the Company's office, Massachusetts, on. Company will be held .Street, in the City of ..at... o'clock in the.......noon, for the election of Directors, Treasurer and Clerk, and for the transaction of any other business that may properly come before the meeting. The stock transfer books of the Company will be closed at . o'clock on. and be opened at. o'clock on... If you do not expect to be present, please sign and return the enclosed blank form of proxy. Respectfully yours, Clerk. Form 124. Waiver of Notice of Stockholders' Meeting. To the Clerk of the... .. Company: We, the undersigned, being all the stockholders of the ..Company, waive all requirements of the statutes of Massachusetts and the by-laws of this Company in relation to the calling of meetings of stockholders, and hereby accept notice of (the annual or a special) meeting of . Company to be held in.... ..Street, said.... Building, setts, on. noon. ... at.. Massachu .o'clock, in the..... |