APPENDIX.

Scale of Charges and Fees.

DOMESTIC CORPORATIONS.

To be paid State Tax Commissioner:

Recording certificate (skeleton form) with State Tax Commissioner and clerk of court.

$3.

Recording long certificate (proportionate amounts for certificates of various lengths). $8.

Bonus tax one-eighth of one per cent. of authorized capital (same amount for any subsequent increase of capital).

No annual franchise tax.

FOREIGN CORPORATIONS.

Recording certificate with Secretary of State. $25.00.

Recording annual certificate with Secretary of State. $1.

Annual franchise tax to be paid to State Treasurer, $25 for every full fifty thousand dollars of capital employed in Maryland up to five hundred thousand dollars, but in no case less than $25. If the amount of such capital is more than five hundred thousand dollars and not more than five million dollars, then an additional amount equal to one-fortieth of one per cent. on the excess; and if more than five million dollars, then an additional amount at the rate of $30 for every million dollars of such last named excess.

[FORM 1.]

Certificate of Incorporation. (Skeleton).

THIS IS TO CERTIFY that the subscribers, (giving names and places of residence), of whom is a citizen of the State of Maryland, all being of full legal age, do hereby certify that we do, under and by virtue of the general laws of this State, authorizing the formation of corporations, associate ourselves with the purpose of forming a corporation.

1. The name of the corporation is

2. The purpose for which the said corporation is formed and the business or objects to be carried on and promoted by it are and that the said corporation is formed upon the articles, conditions and provisions herein expressed, and subject in all particulars to the limitations relating to corporations, which are contained in the general laws of this State.

3. The principal office of said corporation will be located in

The total amount of the capital stock of the said corporation is
dollars, divided into
shares, of the par value of

each.

5. The said corporation shall have

dollars

) directors and that is a citizen

(insert names of directors for first year) of whom
of the State of Maryland and actually resides therein, shall act as such
for the first year or until their successors are duly chosen and qualified.

IN WITNESS WHEREOF, We have hereunto set our hands this

one of the Judges of the

I, do hereby certify that the foregoing certificate has been submitted to me for examination; and I do further certify that the said certificate is executed in conformity with the law.

NOTE The above form may be used (setting forth very briefly the business and objects of the corporation) if it is not desired that the corporation shall have any preferred stock or that any special provisions be adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders or any class of stockholders. If special provisions with reference to preferred stock, powers, etc., are desired, the various provisions of Form 2 may be adapted to meet the desired end.

Name.

Purposes.

[FORM 2].

Certificate of Incorporation (containing various provisions).

THIS IS TO CERTIFY, That the subscribers, (recite names and places of residence), being all of full legal age, and of whom is a citizen of the State of Maryland, do hereby associate themselves with the intention of forming a corporation under and by virtue of the general laws of this State authorizing the formation of corporations.

(1) The name of said corporation is

(2) The purposes for which and for any of which the corporation is formed and the business and objects to be carried on and promoted by it are as follows: To manufacture, purchase, sell and otherwise deal in and stock, wares and merchandise of all kinds and descriptions and any and all parts thereof; to manufacture, purchase, sell and otherwise deal in all supplies and raw and other materials used in the manufacture thereof, to lease, purchase, sell and otherwise deal in all machinery, tools, implements, apparatus, equipment and appliances of every kind used in connection with the manufacturing carried on by the corporation or with the selling and transportation of the finished and other products manufactured, sold, owned or used by it; and to purchase, own, hold, lease, convey, mortgage, pledge, transfer or otherwise acquire or dispose of lands, water rights, mills, factories, buildings and

other structures, and all other property, both real and personal, of every class and description, or any interest therein, necessary or desirable for the carrying on of the aforesaid businesses or either of them.

To purchase, sell, mortgage, lease, improve, invest and deal in real estate, whersoever situated, and to construct, equip, operate, lease, rent, hire and manage buildings of every kind and description.

To acquire by purchase, lease or otherwise, the property, rights, business, good will, franchises and assets of every kind of any corporation, association, firm or individual carrying on in whole or in part the aforesaid businesses, or either of them, or any other business in whole or in part that the corporation may be authorized to carry on, and to undertake, guarantee, assume and pay the indebtedness and liabilities thereof and to pay for any property, rights, business, good will, franchises and assets so acquired in the stock, bonds or other securities of the corporation or otherwise.

To apply for, acquire, hold, use, sell, mortgage, license, assign or otherwise dispose of letters patent of the United States or any foreign country, and any and all patent rights, licenses, priivleges, inventions, improvements, processes and trade-marks relating or useful. in connection with any business carried on by the corporation.

To carry on any other business (whether manufacturing or otherwise) which may seem to the corporation to be calculated directly or indirectly to effectuate the aforesaid objects, or either of them, to facilitate it in the transaction of its aforesaid business, or any part thereof, or in the transaction of any other business that may be calculated, directly or indirectly, to enhance the value of its property and rights.

The business which the corporation is to carry on is from time to time to do any one or more of the acts and things hereinbefore set forth, provided that, in the transaction of its business, the corporation shall be subject to the laws and statutes of each State or foreign country in which the same may be transacted or its property may be located.

(3) The principal office of said corporation in this State will be Office. located at

(4) The total amount of capital stock of said corporation is dollars ($ ), divided into

of

dollars ($ ) each.

(

Of the said authorized capital stock amounting to

) shares of the par value

( ) shares thereof, dollars ($ ), shall be preferred stock, and Capital stock. shares thereof, amounting to dollars ($ ), shall be common stock.

The holders of the preferred stock shall be entitled to receive, when and as declared by the board of directors, out of the surplus or net profits of the corporation, annual dividends at the rate of, but not exceeding per centum per annum payable on dates to be fixed by the by-laws. The annual dividends on the preferred stock shall be paid or declared and set apart before any dividends on the common stock shall be paid or declared and set apart, and the dividends shall be cumulative, so that if in any year dividends amounting to the full per centum shall not have been paid on the preferred stock, the deficiency shall be paid before any dividends shall be paid upon or declared as payable and set apart for the common stock.

Preferred stock.

In the event of any liquidation, dissolution or winding up (whether Liquidation. voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full, both the par amount of their shares and all dividends accumulated and unpaid thereon before any amount shall be paid to the holders of the common stock, and after the payment to the holders of the preferred stock of its par value and the dividends accumulated and unpaid thereon, the remaining assets and funds of the corporation shall be divided and paid to the holders of the common stock according to their respective shares.

Cumulative voting.

Provisions for protection

stock.

Whenever in any year the full annual dividend on the preferred stock shall have been paid or declared as payable and set apart and any dividends accumulated and unpaid thereon shall have been fully paid, the board of directors of the corporation may declare dividends on the common stock, payable then or thereafter, out of any remaining surplus or net profits; provided, however, that no dividend on the common stock shall at any time be paid, either in cash or otherwise, if such payment would reduce the actual surplus of the corporation to an amount less than - per centum of the par value of the total amount of the issued and outstanding preferred stock, nor, whenever the actual surplus of the corporation is less than per centum of the par value of the issued and outstanding preferred stock, shall any dividend on the common stock be declared or paid unless at the time of the declaration thereof there shall be added to the surplus out of the net profits an amount equal to not less than of the total common stock dividend declared.

The preferred stock shall be redeemable, in whole or in part, at the option of the corporation, upon any dividend paying dates at any time after years from the issue thereof, at the price of dollars* ($ ) in cash and interest thereon. In case of the redemption at any time of less than the total outstanding amount of the preferred stock, such redemption shall first be made pro rata among the then holders of the preferred stock.

*Not less than par.

At all elections of directors of the corporation each stockholder shall be entitled to as many votes as shall equal the number of his shares, multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for or any two or more of them, as he may see fit.

The authorized amount of the preferred stock shall not be increased of preferred nor shall any stock having preference or priority over, or equality with, the preferred stock either in respect of dividend, assets or otherwise be authorized or issued by the corporation, nor shall any mortgage or bonded indebtedness be created by it except with the consent in writing, or by vote at a meeting duly called, of the holders of not less than twothirds in amount of both the preferred and common stocks issued and outstanding.; provided, however, that the board of directors shall have power, without any consent, at any time or times, to authorize the execution and delivery of purchase money mortgages covering specific properties that may be purchased by the corporation or the assumption by it of obligations secured by mortgage on such properties.

Directors

is a citizen

(5) The said corporation shall have ( ) directors and that (insert names of directors for first year) of whom not less than of the State of Maryland and actually resides therein, shall act as such for the first year or until their successors are duly chosen and qualified.

three.