Upon motion duly made and seconded, RESOLVED. That Messrs. executive committee. On motion made and seconded. be appointed members of the RESOLVED, That the principal office of the company in the State of Maryland be located at and that in addition thereto an office in the State of and that meetings of the board of directors may be held at either office as determined by the president, or elsewhere as the board of directors shall from time to time order. of the company be established and maintained at Secretary. NOTE-This form is intended for use when it is desired to perfect the organization of the company by holding stockholders' meeting and adopting by-laws and providing for the issuance of property for stock or services before the final adjournment of the directors' meeting; the stockholders' meeting being held during the adjournment of the directors' meeting. (See Form 8.) If it is desired, however, to postpone the stockholders' meeting to some more convenient time, the organization of the company by the board of directors may temporarily be effected by the election of president, secretary and treasurer as provided by the general incorporation law and by the adoption of appropriate resolutions for the execution of stock certificates, notes, checks, etc. Of course, no subscriptions to stock payable in property or services can be taken nor any by-laws adopted except at meeting of stockholders. [FORM 8.] MINUTES OF FIRST MEETING OF STOCK HOLDERS. First meeting of the stockholders of 19 -, at o'clock, at in the city of State of Maryland, pursuant to a written waiver of notice signed by all stockholders fixing said time and place. The following stockholders were present in person, to wit: shares; shares. The following stockholders were represented by proxy, to wit: stock. Mr. retary. shares; shares, being a majority of each class of was chosen chairman of the meeting, and Mr. sec The secretary presented and read the waiver of notice of the meeting, which was ordered spread upon the minutes. On motion duly made and seconded, it was report a form of by-laws. Messrs. be appointed a committee to thereupon reported (See form of by-laws.) Whereupon upon motion duly made and seconded, it was RESOLVED, That the by-laws reported by Messrs. hereby adopted. be and are Upon motion duly made and seconded, it was RESOLVED, That the board of directors as named in the certificate of incorporation shall constitute the members of the board of directors for the ensuing year and until their successors are elected and qualify. The chairman then submitted to the meeting the following proposition: To the stockholders of The undersigned does hereby offer to sell, assign and transfer to your company the following described property, to wit: in con sideration of the issue to me or my assigns of ferred and par value of shares of the preshares of the common stock of your company, of the dollars per share. On motion duly made and seconded, RESOLVED (whereas the property described in the proposition of is suitable for the purposes of this corporation, and whereas said property is of the full value of dollars) that the proposition of be and is hereby accepted, and the officers of this company be and they are hereby authorized and directed upon the transfer of said property to this corporation, to issue to said his nominee or assigns, shares of the preferred and shares of the common stock of this corporation as in said proposition set forth, and thereupon to file with the clerk of court the certificate required by law. (See form of certificate.) Upon motion duly made and seconded, RESOLVED, (whereas Mr. following services, to wit: full value of has rendered to this corporation the and whereas said services are of the dollars; and whereas the said has agreed to accept in full payment for said services, shares of the common and shares of the preferred stock of this corporation) that in consideration of said services, the officers of this company be and they are hereby authorized and directed to issue to said shares of the common and shares of the preferred stock of this corporation, and thereupon to file with the clerk of Court, the proper certificate therefor. [FORM 9.] (See form of certificate.) Secretary. Waiver of Notice of First Meeting of Directors. We the undersigned directors of the a corporation incorporated under the laws of the State of Maryland, hereby waive notice of the time and place of the first meeting of the board of directors and of the business to be transacted at said meeting. day of 19 at We designate the o'clock as the time and the as the place of said meeting, the purpose of said meeting being the organization of said corporation, the authorization of the issue of stock of said corporation, the authorization of the purchase of property necessary for the business of said corporation, the election of officers and the transaction of such other business as the board may deem proper. Witness our signatures this [FORM 10.] day of 19 Waiver of Notice of Meeting of Stockholders. The undersigned, being all the stockholders of a corporation incorporated under the law of Maryland, hereby assent and agree that a meeting of the stockholders of said corporation shall be held at in the State of Maryland, on the purpose of adopting by-laws and the day of 19 -, for the transaction of other business. We do hereby waive notice and the publication of notice of such meeting and agree that any business transacted at such meeting shall be as valid and effective as if held after notice duly given and published. Witness our signatures, this day of 19 capital stock of transferrable only on the books of the corpora tion in person or by attorney upon surrender of this certificate. IN WITNESS WHEREOF, the duly authorized officers of this corporation have hereunto subscribed their names and caused the corporate seal to be hereto affixed, this (Corporate Seal.) day of A. D., 19 THIS IS TO CERTIFY that capital stock of non-assessable shares of the par value of $ Preferred Stock, $ is entitled to fully paid and each of the preferred transeferrable on the books of the corporation in person or by attorney upon the surrender of this certificate. The holders of preferred stock are entitled to receive when and as declared by the board of directors out of the surplus or net profits of the corporation, cumulative dividends at the rate of and not exceeding per centum per annum, before any dividend shall be paid on the common stock, an dare also entitled to receive upon liquidation, dissolution or winding up, the par value thereof and all dividends unpaid thereon before any amount shall be paid to the holders of the common 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. The authorized amount of the preferred stock shall not be increased 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. IN WITNESS WHEREOF, the duly authorized officers of the corporation have hereto subscribed their names and caused the corporate seal to be hereto affixed this A. D., 19 day of [SEAL.] NOTE The above certificate as required by law includes all the provisions with reference to preferred stock contained in the certificate of incorporation. 2.) It should be amended to suit any changes in such certificate. (Form [FORM 13.] Certificate of Payment for Stock in Property or Services. THIS IS TO CERTIFY, That The prior to the date hereof issued par value of Company nas within thirty days shares of its capital stock of the dollars each, in payment for the following described property or services, to wit: (Describe property or services, particularly specifying the nature and character thereof.) WITNESS the signatures of the president and secretary of day of, A. D., 19 this President. Srecretary. oath in due form of law that the matters and facts in the foregoing statement are true. NOTE The above certificate must within 30 days after the issue of said stock be filed in the office of the clerk of the Circuit Court for the county in which the principal office of the corporation is located, or of the clerk of the Superior Court of Baltimore city if the principal office is located in Baltimore city. [FORM 14.] Annual Certificate to be Filed with Secretary of State by Foreign Corporation. The of State of To the Secretary of State, Annapolis, Maryland. a corporation organized and existing under the laws of the in compliance with the requirements of Section 68 of Article 23 of the Code of Public General Laws of Maryland, said article being the general corporation law of said State, does herewith file a certified copy of its charter and make the following certificate: The name of the corporattion is: The names and addresses of its officers and directors are: (Here insert names and addresses of officers and directors.) The principal office of said corporation in the State of Maryland is located at and in the State of its incorporation, at The amount of the capital stock of said corporation authorized by law is consisting of each and $ of $ each. The amount of capital is $of which shares of preferred stock of the par value shares of common stock of the par value of stock of said corporation actually issued shares are preferred stock and shares common stock; the amount paid in on said shares of capital stock is $- —, being $on each share of preferred stock and on each share of common stock. are $ The names and addresses of the shareholders of said corporation residing in the State of Maryland, and the number of shares of the stock of said corporation held by each, are as follows: (Here insert name, address and number of shares.) The amount of capital employed in the State of Maryland by said corporation is $ residing at Mary The said corporation hereby appoints land, as its agent in said State, upon whom legal process may be served. The said corporation hereby declares its willingness that so long as any liability remains outstanding against it in the State of Maryland, the authority of such agent shall continue until a substitute is appointed and certified to the Secretary of State. |