Form 125. Minutes of Annual Meeting.

The..

. . . . . . . . . annual meeting of the stockholders of the .Company was held at the office of the Company, .Street, in the City of.....

on the

.o'clock in the

noon.

The President,

was in the chair, and the clerk, was present and acted as clerk of the meeting. The President announced the calling of the roll and the determination of a quorum as the first business in order. The roll was then called by the Clerk, who stated that the number of stockholders personally present was... the number of those represented by proxy was. the total number of outstanding shares was. necessary to a quorum...

a quorum to be present.

total. .........

The President declared

The clerk presented and read a copy of the notice of the meeting together with proof of the due mailing thereof to each stockholder as required by the by-laws.

The President then stated that the next business in order would be the reading of minutes of the preceding meetings. The Clerk then read the minutes of the preceding annual meeting of the stockholders, and of the special meetings held and the minutes of

all said meetings were duly approved.

The President then announced that the reports of officers and committees would be the next business. The President presented and read his own annual report, which upon motion duly seconded, was ordered to be received and placed on file. The Treasurer presented and read his annual report, which on motion duly seconded was likewise ordered to be received and placed on file.

The President then announced that the election of officers was the next business and appointed.

BUS. COR. LAW- -33

as tellers to collect and count ballots.

On a motion duly seconded it was

Voted, that the meeting elect a Board of...

...

Directors by ballot. A ballot having been had, the tellers reported that.... votes were cast for....

and they were declared duly elected as Directors of the Company. They thereupon accepted their election.

Upon motion duly seconded, it was then

Voted, that the meeting proceed to elect a Treasurer by ballot, and a ballot having been had, the tellers announced that votes were cast, all for....

and he was declared duly elected Treasurer of the Company. He thereupon accepted his election.

Upon motion, duly seconded, it was then

Voted, that the meeting proceed to elect a Clerk by ballot, and ballot having been had, the tellers announced that.... votes were cast, all for.... thereupon declared duly elected Clerk of the meeting. He was thereupon duly sworn as follows:

and he was

COMMONWEALTH OF MASSACHUSETTS.

.SS.

Then personally appeared the above named....

and made oath that he would faithfully discharge the duties of his office as Clerk of the...

..Company.

Before me,

Justice of the Peace.

The President then announced that the next business in order was the election of a committee of three to appoint an Auditor.36

36 This applies only to corporations having a capital stock of $100,000 or more. St. 1903, c. 437, § 47.

Upon motion, duly seconded, it was

Voted, that the President appoint a committee of three stockholders who are not directors to employ an Auditor as provided by St. 1903, c. 437, § 47. The President appointed as such committee...

Upon motion, duly seconded, it was then

Voted, that all acts and doings of the Board of Directors on behalf of the Company for the preceding year are hereby ratified and approved.

Upon motion, duly seconded, it was

Voted, to adjourn.

A true record. Attest:

D. CONDUCT OF BUSINESS.

Clerk.

Appoint

Form 126. Miscellaneous Directors' Votes -ment of Transfer Agent and Register of Transfers.

Voted, that the..

Trust Company of

...be and the same is hereby appointed to act as transfer agent and registrar of transfers with respect to the shares of the capital stock of this Company, with the duties usually appertaining to such offices, and the treasurer and clerk are hereby directed to arrange with said Trust Company the details necessary to carry out this vote.

Form 127. Same- Borrowing Money and Issuing Bonds. Voted, that it is expedient that this Corporation raise the sum of. .dollars for the purpose of

..

by an issue of mortgage bonds secured by a trust mortgage upon its real estate and plant, and the president is hereby directed to call, in accordance with the by-laws of the Company, a special meeting of the stockholders to consider the matter.

Form 128. Same Borrowing Money on a Note.

Voted, that the treasurer be and he is hereby authorized to make and sign on behalf of the Corporation, its note for ..dollars, payable in...

..months from date, and to have the same discounted at such bank as he may deem advisable, and that the proceeds be placed in the treasury of the Company.

Form 129. Same - Call for Subscription under § 15.

Voted, that an assessment of twenty-five per cent. of the par value of the capital stock be and the same is hereby called for, and that payment thereof shall be made to the treasurer at his office on or before July 1, 1908; and that the treasurer mail to each subscriber a notice containing a copy of this vote on or before June 23, 1908.

Form 130. Same - Call for Subscription under § 16.

Voted, that an instalment of the subscription to the capital stock of the Company to the amount of twenty-five dollars per share is hereby called for, and that payment thereof shall be made to the treasurer at his office on or before July 1, 1908; and that the treasurer mail a notice containing a copy of this vote to each stockholder on or before June 16, 1908.

Form 131. Same-Dividend.

Voted, that the sum of fifty thousand dollars be and the same is hereby appropriated from the net earnings of the Corporation for the payment on July 1, 1908, of a quarterly dividend of .. dollars per share on the capital stock, the same to be payable to stockholders of record at the close of business June 20, 1908; and that the transfer books be closed at the close of business June 20, 1908, and reopened July 2, 1908.

Form 132. Same- Execution of Lease.

The president then presented a form of lease from....

to the..

.on..

Company, of the premises numbered ..street in the city of....

for the term of.....

years from....

the same having been read, it was

; and

Voted, that the president be and he is hereby authorized to execute and deliver in the name and on behalf of this Corporation under the corporate seal, the lease from...

of the premises...

... which has just been read.37

Form 133. Same - Increase of Capital Stock.

Voted, that in the opinion of this board it is desirable that the capital stock of the Company shall be increased by the issue of one thousand new shares of the par value of one hundred dollars each, and that the matter be brought at once before a special meeting of the stockholders for their action.

Form 184. Same Salary.

Voted, that the salary of the treasurer for the year beginning ...and ending.

payable in monthly instalments.

Form 135. Certified Copy of Vote.

I, . . . .

pany held on the...

clerk of the...

..be $...

..Company,

hereby certify that at a meeting of the directors of said Com

following vote was passed:

[Copy of vote.]

Attest:

Clerk of.

.Company.

Dated....

Form 136. Testimonium Clause for Written Instruments. In witness whereof, the..... ..Company. has caused these presents to be signed in its name and on its

37 It usually is desirable to have the instrument, if important, copied into the corporate records. In this case the words, "and a true copy of which follows," can be added to the above vote.