(6) The management of the property, business and affairs of the corporation shall be vested in the board of directors, who shall dictate Powers of its general business policy, and, subject to any provisions of statute or directors. to vote of its stockholders, determine all matters and questions pertaining to its business and affairs. In addition to the aforesaid general powers, and to the powers conferred by Statute, the board of directors shall have power to open stock books, to fix and to vary the amount to be reserved as working capital, to direct and determine the use and disposition of any surplus and net profits over and above the capital stock paid into determine (subject to the limitations hereinbefore set forth) whether any, and, if any, what part of any surplus or net profits shall be declared in dividends and when paid to its stockholders, and from time to time to sell, assign, transfer the lease or otherwise dispose of any or all of the property and assets of the corporation, but no lease or sale of all the property, assets and franchises of the corporation as an entirety shall be made except after first obtaining the affirmative vote at a duly called meeting, of the holders of not less than per centum of all the issued and outstanding capital stock of the corporation, nor shall any. such sale be made for other than a cash consideration except after first obtaining the affirmative vote at a duly called meeting, of the holders of not less than —— per centum of all the issued and outstanding capital stock of the corporation. The board of directors shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of stockholders, and no stockholder shall have any right to inspect any account or book or document of the corporation except as conferred by the Statutes of Maryland or as authorized by the board of directors or by a resolution of the stockholders. Judge Harlan woned no pan (prnrsion In Mr. ME The above granted powers to the corporation and to the board of directors thereof are in furtherance and not in limitation of the general rings, powers conferred by law upon the directors and the corporation. IN WITNESS WHEREOF, we have hereunto set our hands this day of ——————————, in the year nineteen hundred and Test: [FORM 3.] Articles of Amendment. ith Emer us the quester as to the fict of the Judgh passing m жіно The undersigned, being the president and majority of the directors of 어 the a corporation of the State of Maryland, Do HEREBY CERTIFY, that at a meeting of the stockholders of said corporation duly warned and held as provided by law, at the principal office of said corporation at within the State of Maryland, on the day of 19, the said corporation, by the affirmative vote of a majority of all its stock (or by the affimative vote of a majority of each class of stock) outstanding and entitled to vote, did amend its certificate of incorporation by: 47 9.7.H. (a) adding to its corporate powers and purposes, additional powers ditional and purposes as follows, to wit: (b) changing the name of said corporation to (c) changing the corporate business from dollars. (d) increasing the capital stock of said corporation from lars to Adding ad powers and purposes. Changing name. Changing dol- Increasing doldollars dollars for ser-dolshares of AND WE DO FURTHER CERTIFY, That the total amounts of capital stock already authorized and issued are dollars of preferred and dollars of common stock, and for said stock already issued, lars has been paid in cash to the corporation and that of said stock has been issued for property and vices, and that the amount of additional stock authorized is lars, divided into shares of common stock and preferred stock, of the par value of herein the restrictions, if any, imposed upon the transfer of shares. and if the capital stock is to be classified, the preferences voting powers, restrictions and qualifications of the preferred stock.) dollars each. (e) decreasing the capital stock of said corporation from lars to (Set out dol AND WE DO FURTHER CERTIFY, That the total amounts of capital stock dollars of common stock, and that the amount of the reduction of the AND WE DO FURTHER CERTIFY, That the amount of unsecured debts to shares shares, the capital stock of the corporation having become so impaired by losses that such amount now represents the true value of the outstanding shares. AND WE DO FURTHER CERTIFY, That the number of shares originally authorized was shares of which shares were actually issued and outstanding, and that the number of shares as reduced will be shares, and that shares, being the difference between the number of shares originally authorized and the number of shares as reduced, may be re-issued to be divided into shares of common stock and shares of preferred stock, of the par value of dollars each. (Set out herein the restrictions, if any, imposed upon the transfer of shares, and if the capital stock is to be classified, the preferences, voting powers, restrictions and qualifications of the preferred stock). of IN WITNESS WHEREOF we have hereunto set our hands this day in and for in the year before me, the subscriber, a of the aforesaid, personally appeared the -, directors of the and did severally acknowledge the certificate to be their act. I, one of the judges of the of 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. [FORM 4.] Agreement of Consolidation. This agreement of consolidation made this 19 between day of and, both corporations incorporated under the laws of the State of Maryland, witnesseth: Whereas, The board of directors of each party hereto have duly approved of this agreement of consolidation; and on the Whereas, This agreement of consolidation was submitted to the stockholders of the - at a meeting thereof duly warned in accordance with the provisions of Section 15 of Article 23 of the Public General Laws of Maryland, and duly held at the principal office of said corporation at day of 19 and was thereupon approved by the affirmative vote of two-thirds of all the stock of said corporation outstanding and entitled to vote, and was duly submitted to the stockholders of the at a meeting thereof duly warned in accordance with the provisions of Section 15 of Article 23 of Public General Laws of Maryland, and duly held at the principal office of said corporation at on the day of - 19 and was thereupon approved by the affirmative vote of two-thirds of all the stock of said corporation outstanding and entitled to vote; Now therefore, This agreement witnesseth : 1. That the said corporations shall be consolidated upon the following terms and conditions, to wit: 2. That said consolidation shall be carried into effect in the following manner, to wit: 3. That the name of the corporation to be formed by this consolidation shall be 4. That the new corporation shall have directors, and the following are the names and places of residence of the first directors and of the officers of such new corporation: -, directors; president; vice-president; -, secretary, etc. 5. The number of shares of the capital stock of the new corporation shall be divided into shares of common and shares of preferred of the par value of dollars each. (Setting out the preferences, voting power, restrictions and qualifications of the preferred stock). 6. That the capital stock of each of said consolidating corporations shall be converted into stock of said new corporation, as follows, to wit: 7. (Such other provisions and details as shall be deemed necessary to perfect the consolidation of said corporations). IN WITNESS WHEREOF, the said consolidating corporations have hereunto attached their corporate seals, attested by the signatures of their presidents and secretaries. day of On this а 19, personally appeared before me, president which executed the foregoing instrument and acknowledged to me that he executed the same to be the act and deed of said of the State of Maryland in and for (or vice-president) of STATE OF MARYLAND, COUNTY OF On this day of 19 personally appeared before me, a of the State of Maryland in and for -, president (or vice-president) of who executed the foregoing instrument and acknowledged to me that he executed the same to be the act and deed of said [FORM 5.] By-Laws. ARTICLE I. Annual meeting. Polls. Special meetings; STOCKHOLDERS. Section First. The annual meeting of stockholders for the election of directors and for the transaction of any other business that may come before the meeting shall be held at the office of the company in on the last o'clock in the afternoon, and notice thereof shall be given by mailing notice thereof, at least days prior to the meeting, to each stockholder of record at his address, as the same shall appear on the books of the company. of every year, at Section Second. The polls for such elections shall be opened at and shall close at Section Third. At any time in the interval between regular meetings, extraordinary meetings of the shareholders or members may be called by the president, or by a majority of the board of directors, or by a majority of the executive committee, upon ten days' written or printed secs. 15 and notice, stating the place, day and hour of such meeting and the business taken from Art. 23, 16. Proxies. Quorum. proposed to be transacted thereat; such notice shall be given to each shareholder or member by leaving the same with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to him at his address, as it appears upon the books of the corporation; and no business shall be transacted at such meetings except that specially named in the notice. Section Fourth. Upon the request in writing delivered to the president or secretary or any director, of a majority of all the members, or of the holders of a majority of all the shares outstanding and entitled to vote, it shall be the duty of such president, secretary or director to call forthwith a meeting of the shareholders or members. Such request shall state the purpose of the meeting, and notice thereof shall be given as required by the next preceding section. If the person to whom such request in writing shall have been delivered shall fail to issue a call for such meeting within three days after the receipt of such request, then the shareholders owning a majority of the voting shares, or members constituting a majority of all the members, may do so by giving fifteen days' notice of the time, place and object of the meeting by advertisement inserted in a newspaper published in the county or city in which the principal office of the corporation is situated. Section Fifth. At all meetings of stockholders any stockholder shall be entitled to vote by proxy. Such proxy shall be in writing, and dated, but need not be sealed, witnessed or acknowledged, and shall be filed with the secretary at or before the meeting. Section Sixth. If at any annual or special meeting of stockholders a quorum shall fail to attend in person or by proxy, a majority in interest of the stockholders attending in person or by proxy may, without further notice, adjourn the meeting from time to time, not exceeding days at any one time, to the same place, until a quorum shall attend, and thereupon any business may be transacted which might have been transacted at the meeting as originally called, had the same been then held. Section Seventh. No share of stock shall be voted on at any election which has been transferred on the books of the company within days of such election. Right to vote. ARTICLE II. Section First. The property, business and affairs of the company shall be managed by a board of directors, who, after the expiration Classes. of the term of the present directors, shall hold office for a term of years and until their successors are elected and qualified, except that the directors elected at the next meeting shall be divided into classes, who shall hold their offices respectively for one, two, etc., years, and thereafter directors shall be elected each year. Section Second. If the office of any director becomes vacant the remaining directors, by a majority vote, may elect a successor, who shall hold office until the next annual meeting of stockholders. Vacancies. Section Third. The board of directors shall meet for the election of officers and for the transaction of any other business, immediately after Meetings. the annual meeting of stockholders, and other regular meetings of the board shall be held at o'clock in the of each month. Section Fourth. One days' written notice shall be given of all regular Notice. meetings of the board of directors. meeting. Section Fifth. Special meetings of the board of directors may be called by the president or by any two directors by notice served personally Special upon each director, or mailed, telegraphed or telephoned to his address upon the books of the company, at least days prior to the meeting. Section Sixth. Regular and special meetings of the board of directors Place of shall be held at such place, in or out of the State of Maryland, as the meeting. board may from time to time determine. Section Seventh. A majority of the board of directors shall constitute a quorum for the transaction of business, but if, at any meeting of the Quorum. board, there by less than a quorum present, the members at the meeting may, without further notice, adjourn the same from time to time, not exceeding ten days at any one time, until a quorum shall attend. Section Eighth. For his attendance at any meeting of the board of directors, or of any committee of the board, each director shall receive Pay. the expenses incurred by him in attending such meeting and also the sum of ($ ). committee. Section Ninth. The directors shall appoint from their number an executive committee consisting of members, which shall have and Executive exercise, subject to the control of the board of directors, all the powers of the board requisite for the conduct, management and development of the company's business; and when the board is not in session, the executive committee shall have and may exercise all the powers of the board. It may fill vacancies among the officers of the company, but |