One-fortieth of 1 per cent. on capital stock issued and outstanding in excess of $3,000,000 and not exceeding $5,000,000. Thirty dollars on each $1,000,000 issued and outstanding in excess of $5,000,000. EXEMPTIONS FROM TAX. Railroads, railways, canals, banking corporations, savings banks, cemeteries, religious, charitable or educational companies, and manufacturing or mining companies, fifty per cent. of whose capital stock issued and outstanding is invested in manufacturing and mining in this state. Manufacturing and mining companies not having said fifty per cent. so invested, but having a part of the capital stock so invested, are entitled to deduction of value of real and personal property used in manufacturing and mining in the state, from amount of capital stock issued and outstanding. § 102. Form of certificate of incorporation of the First. The name of this corporation is Second. Its principal office and place of business in the state of Delaware is to be located in the city of Dover, county of Kent. Third. The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all of the things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz.: In furtherance, and not in limitation, of the general powers conferred by the laws of Delaware, it is expressly provided that this corporation shall also have the following powers, viz.: To take, own, hold, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of, real property wherever situated. To manufacture, purchase or acquire in any lawful manner, and to hold, own, mortgage, pledge, sell, transfer, or in any manner dispose of, and to deal and trade in, goods, wares, merchandise and property of any and every class and description. To acquire the good-will, rights and property of any person, firm, association or corporation; to pay for the same in cash, the stock of this company, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. To apply for, or in any manner to acquire, and to hold, own, use and operate, or to sell or in any manner dispose of, and to grant license or other rights in respect of, and in any manner deal with, any and all rights, inventions, improvements and processes exercised or used in connection with or secured under letters patent or copyrights of the United States or other countries, and to turn to account, work, operate or develop the same, and to carry on any business, manufacturing or otherwise, which may directly or indirectly prove necessary, advantageous or serviceable in the premises. To enter into, make and perform contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, indorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or transferable instruments, so far as may be permitted by the laws of the state of Delaware. To have offices and carry on business without restriction as to place or amount. To do any or all of the things herein set forth to the same extent as natural persons might or could do, and in any part of the world, as principals, agents, contractors, trustees or otherwise, and either alone or conjointly with others. In general to carry on, in connection with the objects, purposes and businesses above set forth, any other business whatsoever, and with all the powers conferred by the laws of Delaware upon corporations under the act hereinafter referred to. Fourth. The amount of the total authorized capital stock of this corporation is dollars ($), divided into shares of dollars ($ each. The amount of capital stock with which it will commence business is dollars ($- -), being shares, of dollars ($) each. Fifth. The names and places of residence of each of the subscribers to the capital stock are as follows: Sixth. The existence of this corporation is to be perpetual. Seventh. The affairs of this corporation are to be conducted by the officers and persons fixed by the by-laws; and such persons are to be chosen at the times and places and in the manner fixed by the by-laws. Eighth. This corporation may become seized and possessed of either real or personal estate, or both, to an unlimited extent, but a limit to the value of the property so held may be fixed by the by-laws. Ninth. The amount of indebtedness or liability which this corporation may at any time incur shall be unlimited, unless a limit thereto be fixed by the by-laws. Tenth. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever. Eleventh. The directors shall have power to make and to alter the bylaws; to fix the amount to be reserved as working capital, and to authorize, and cause to be executed, mortgages and liens, without limit as to amount, upon the property and franchises of the corporation, and, in general, to exercise all powers and authorities not expressly withheld from them by the law, or this certificate of incorporation, or the action of the stockholders. With the consent, in writing, and pursuant to a vote of the holders of per cent. of the capital stock issued and outstanding, the directors shall have authority to dispose, in any manner, of the whole property of this corporation. The by-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of in. specting any account, or book, or document of this corporation, except as conferred by law or the by-laws, or by resolution of the stockholders. The stockholders and directors shall have power to hold their meetings and keep the books, outside of the state of Delaware, at such places as may be from time to time designated. It is the intention that the objects specified in the third paragraph hereof shall, except where otherwise expressed in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other paragraph or clause in this certificate of incorporation, but that the objects specified in each of the clauses of this certificate shall be regarded as independent objects. We, the undersigned, for the purpose of forming a corporation under an act of the state of Delaware, entitled "An act providing a general corporation law," approved March 10, A. D. 1899, do make, record and file this certificate, and do certify that the facts herein stated are true; and we have accordingly hereunto set our respective hands and seals. Dated at 19 In presence of [L. &.] [L. 8.] [L. S.] STATE of County of SS. day of A. D. 19-, personally , parties to the foregoing Be it remembered that on this appeared before me, the subscriber, a certificate of incorporation, known to me to personally to be such, and severally acknowledged this certificate of incorporation to be their act and deed respectively, and that the facts therein stated were truly set forth. Given under my hand and seal of office the day and year aforesaid. [For additional forms see pamphlet issued by Corporation Trust Company of Dover, Delaware.] GENERAL INDEX. References are to sections except where the lefters "p" and "n" refer to page and note. ABSOLUTE RIGHTS, 658. "ACCOUNT TRADING," 119. ACQUIESCENCE- as affecting quo warranto proceedings, 1141-1145. absence of legitimate motive as ground for, 469–499. against a criminal conspiracy for damages, 262. against combination for discharge of employee, in the absence of mal- ice or violence, no action lies, 517. against combination of capital for boycotting an hotel-keeper, 563. against labor organizations as civil conspiracies, 446. Allen v. Flood, 481-500. blacklisting, 574–578. blacklisting, railroad companies liable for false entries in records of causes of discharge of employees, 577. boycott as a ground of, 543. boycott, remedy in court of law, 548. breach of contract by inducement of others, 493. by non-union employee discharged on account of union, 546. civil conspiracy, parties liable in, 376. coercion and intimidation as a ground for, 498. coercion or intimidation must be of substantial character, 504, 505. conspiracy as a basis for, 501-503. damages resulting from illegal combination of capital, 508. defense that combination is illegal, 643-646. defense that plaintiff is an illegal combination, 879-891. for conspiracy to do lawful act does not lie, 579. for damages caused by conspiracy, 371–376. for damages resulting from lawful acts of combination, 469-499. for damages resulting from unlawful acts of combination, 468. gist of, private action against combination, 565. liability of all parties to conspiracy for act of one, 458. malice as a cause of, 492. References are to sections. Vol. I, §§ 1-656; Vol. II, §§ 657-1230. malice as a cause of, some fundamental propositions, 498. malicious combination to ruin as ground for, 256. meaning of terms "maliciously," "wrongfully," "intent to injure," motives as a cause of, 490. motive of a combination as affecting right of, 266, n. 1. no action arises from severe competition, 262. no recovery between parties to illegal combination, 598. quo warranto, 1074-1194. See QUO WARRANTO. right of, against combination based on unlawful acts, 253. right of railroad companies to forbid employees trading with a certain slander and libel by labor organizations, 549. state anti-trust laws pleaded in defense to suit, 917. to recover damages for civil conspiracy, 367. to recover damages for conspiracy, 338, 339. to recover damages resulting from strike, p. 335, n. 1. to recover damages under federal anti-trust act, 876-878. to recover fine imposed by combination of employees, 440, 441. to recover money, burden of proof upon defendant in gambling trans- to recover money by assignee of brokers to recover balance of ac- to recover money by broker against principal in gambling transactions, to recover money loaned or advanced in gambling transactions can- to recover money on note given to broker to secure "margins,” 150, under federal anti-trust act, 867-892. where common rights clash, 510. ACTIONS AT LAW, 1195–1230. against a corporation for conspiracy, 1202. against combinations for refusing to sell, 1197-1201. against combinations, general propositions, 1195, 1196. against combinations of labor, 1209-1214. against combinations, parties liable. 1196. against combinations to oppress, 1203-1208. against combinations, where act occasioning injury is not unlawful, assignee, rights of, 1227. between parties to illegal combinations, 1224-1226. by combinations, 1215-1219. by receiver of combination, 1220. defenses to, against illegal combinations, 1215-1219. |