have been fixed by the stockholders, to declare a dividend among its stockholders of the whole of its accumulated profits exceeding the amount so reserved, and pay the same to such stockholders on demand; but the Board of Directors may fix a sum which may be set aside or reserved, over and above the Company's capital paid in, as a working capital for the Company, and from time to time they may increase, diminish and vary the same in their absolute judgment and discretion.

SECTION 7.-CORPORATE SEAL

Corporate Seal.-The Board of Directors shall provide a suitable seal, containing the name of the Company, which seal shall be in charge of the secretary. If, and when so directed by the Board of Directors, or by the Finance Committee, a duplicate of the seal may be kept and be used by the treasurer or by any assistant secretary or assistant treasurer.

ARTICLE VI

SECTION 1.-AMENDMENTS

Amendments. The Board of Directors shall have power to make, amend and repeal the By-Laws of the Company, by vote of a majority of all of the directors, at any regular or special meeting of the Board, provided that notice of intention to make, amend or repeal the By-Laws in whole or in part shall have been given at the next preceding meeting; or without any such notice, by a vote of two-thirds of all the directors.

FORM OF ORGANIZATION PAPERS OF A CORPORATION, INCLUDING MINUTES OF ORGANIZATION MEETINGS:

FIRST MEETING of the incorporators and subscribers of THE HAMILTON AUTOMOBILE COMPANY of New York, held at the temporary office of the company, No. 1936 West 54th Street, in the Borough of Manhattan, City, County and State of New York, on the 16th day of April, 1908, at 10 o'clock in the forenoon.

Mr. Joseph Hall, one of the subscribers to the Certificate of Incorporation and to the capital stock of the corporation, called the meeting to order, and stated the object thereof.

On motion duly made, seconded and carried, Mr. Hall was nominated Chairman of the meeting, and a vote having been taken, was duly elected to occupy such position.

On motion, duly made, seconded and carried, Mr. James McKeon was nominated temporary Secretary thereof, and a vote having been taken, was duly elected to occupy such position.

Each accepted his respective office and discharged the duties thereof until the close of the meeting.

There were present the following subscribers to the capital stock of the corporation:

Names.

Joseph Hall...

James McKeon...

Andrew J. Cook...

Post Office Address.

.1936 West 54th Street, New York .1936 West 54th Street, New York

.1325 West 83rd Street, New York

On motion, duly made, seconded and carried, the roll of incorporators and subscribers was called by the Secretary, and each of the above named incorporators and subscribers, personally representing the number of shares set opposite his name respectively, answered present, showing that 54 shares, being the whole number of shares subscribed for, were present in person.

At the close of the roll call, the Chairman declared that 54 shares of the capital stock were represented, which was the whole capital stock subscribed for, and that the meeting was completely organized and competent to proceed to the transaction of business.

The Secretary then presented and read a waiver of notice of the time and place of holding the present meeting, signed by all the incorporators and subscribers to the capital stock of the company.

1 Adapted from Commercial Law, by Charles W. Gerstenberg and Thomas W. Hughes.

Upon motion, duly made, seconded and carried, the same was ordered filed, and the Secretary was requested to cause the same to be spread at length upon the minutes of the meeting.

WAIVER OF NOTICE

-of the

Meeting of the Incorporators and Subscribers

-of the

HAMILTON AUTOMOBILE COMPANY

WE, THE UNDERSIGNED, being all the incorporators named in the certificate of incorporation of the HAMILTON AUTOMOBILE COMPANY, and all the subscribers to the capital stock thereof, DO HEREBY WAIVE all notice whatsoever of the first meeting of the Incorporators and Subscribers to the capital stock of said Company, and do consent that the 16th day of April, 1908, at 10 o'clock in the forenoon be, and hereby is fixed as the time, and the temporary office of the company, at 1936 West 54th Street, in the Borough of Manhattan, City, County and State of New York, as the place of holding the same, and that all such business may be transacted thereat as may lawfully come before said meeting.

Dated New York, April 12th, 1908.

JOSEPH HALL.

JAMES MCKEON.
ANDREW J. COOK.

The Secretary then presented and read to the meeting a copy of the Certificate of Incorporation of the Company, and reported that the same had been filed and recorded in the office of the Secretary of State of the State of New York, on the 10th day of April, 1908, and that the organization tax of one-twentieth of one per cent. on the authorized capital stock of the Company had been paid to the State Treasurer, to wit: the sum of Fifty dollars ($50.00); that a receipt therefor had been given by him on the 10th day of April, 1908, and that a duplicate original of said Certificate of Incorporation, together with receipt from the State Treasurer, had been filed in the office of the Clerk of the County of New York (the county in which the principal office and place of business of the company is to be located), on the 12th day of April, 1908, and that all the fees for filing and recording such Certificate and receipt had been duly paid before filing. Upon motion duly made, seconded and unanimously carried, it was

RESOLVED, that the said report be accepted as correct and the Secretary be requested to cause such Certificate and receipt to be spread at length upon the minutes of the meeting.

(Here follows the Certificate.)

Mr. Cook, one of the directors, on behalf of those named as directors in the certificate of incorporation, presented and read the subscription

list to the capital stock of the corporation, and reported that fifty-four shares of said capital stock had been subscribed for, which are the shares only that were subscribed for by the incorporators, as appears by the certificate of incorporation.

On motion, duly made, seconded and carried, it was

RESOLVED, that said report be accepted as correct, and that this company accept such subscriptions, and notify said subscribers of the acceptance of their respective subscriptions.

Upon motion, duly made, seconded and carried, Charles W. Gerstenberg, Esq., counselor-at-law, of the City of New York, was appointed a committee to prepare a set of by-laws for the regulation of the affairs of the Company, the management of its property, the transfer of its stock, and the calling of meetings of the shareholders and directors, and fixing what attendance and what amount of stock must be represented thereat to constitute a quorum, and such other matters as can properly be contained in such by-laws, and to report the same to the meeting at their earliest convenience.

Upon motion, duly made, seconded and carried, a recess was then taken until the Committee should be ready to report to the meeting.

The Chairman called the meeting to order, and announced that the Committee was ready to render its report, whereupon the Committee to whom had been entrusted the drawing of the by-laws, presented its report, with a proposed set of by-laws, which were taken up and read, clause by clause, and separately and carefully considered and discussed at length by the members, and

Upon motion, duly made, seconded and carried, the following were adopted as and for the By-laws of the Company, and the Committee discharged.

Upon motion, duly made, seconded and carried, the Secretary was instructed to cause the same to be spread at length upon the minutes.

(Here Follow the By-Laws.)

Upon motion, duly made, seconded and carried, the Board of Directors was requested, authorized and empowered to open books of subscriptions to the capital stock in such places and after giving such notice as they may deem expedient and to continue to receive subscriptions until the whole capital stock is subscribed; and to accept and receive payment for same, ten per cent. to be paid in cash at the time of each subscription by every subscriber, whose subscription is payable in money.

It was then communicated to the meeting by Joseph Hall, who attended the meeting for that purpose, that he was willing to sell this Company the patents, franchises, property, contracts, good will, and

all other property of whatsoever kind or description belonging or relating to a certain patented automobile horn and to a certain patented wind-shield, for the sum of One Hundred Thousand ($100,000.00) Dollars, and to accept in payment therefor One Hundred Thousand ($100,000.00) Dollars of the capital stock of this Company at par value thereof, which is the whole capital stock of this Company. The question of accepting this offer was presented to the meeting, and all the incorporators and stockholders and Directors being present, it was,

On motion, duly made, seconded and carried,

RESOLVED, that this Company purchase of Joseph Hall the patents, franchises, property, contracts, good will, and all other of whatsoever kind or description belonging and relating to a certain automobile horn and a certain wind-shield, commonly known as the Surprise Horn, for the sum of One Hundred Thousand ($100,000.00) Dollars, to be paid for by shares of the capital stock of this Company at par value thereof, which is the total capital stock of this Company, and it is further,

RESOLVED, that the President and Secretary of this Company be, and they hereby are directed and authorized to issue to the said Joseph Hall all the stock of this Company unissued and unsubscribed for, and the President and Secretary procure to be transferred to said Joseph Hall, fifty-four (54) shares of the stock now subscribed for by the said Joseph Hall, James McKeon and Andrew T. Cook, and it is further,

RESOLVED, that the Company proceed to carry on the business for which it was incorporated.

It was duly moved, seconded and carried, that the principal office of the corporation be fixed at 1936 West 54th Street, in the Borough of Manhattan, City, County and State of New York.

On motion, duly made, seconded and carried, the foregoing minutes were then read and approved as and for the minutes of the meeting. On motion, the meeting thereupon adjourned.

I, Joseph Hall, the Chairman of the foregoing meeting, and I, James McKeon, the Temporary Secretary thereat, DO HEREBY CERTIFY that the foregoing is a true, full and accurate statement and record of all the acts and things done thereat.

Dated the 16th day of April, 1908.

JOSEPH HALL,

Chairman.

JAMES MCKEON,

Secretary.

THE HAMILTON AUTOMOBILE CO.

MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS, held at the temporary office of the Company. 1936