business of electricians, mechanical engineers, manufacturers, workers and dealers in electricity, motive power, heat, and light, and any business in which the application of electricity or any power, like or otherwise, is or may be useful, convenient, or ornamental, or any other business of a like nature, and to manufacture and produce, trade, and deal in and deal with any article belonging to any such business, and all apparatus, appliances, and things used in connection therewith, or with any inven tions or patents; to produce and accumulate electricity and electro-motive force, or other agency, similar or otherwise, and to supply the same for the production, transmission, or use of power for lighting, heating, and motive purposes or otherwise as may be thought advisable; to construct, maintain, and operate works for the supply and distribution of electricity for light, heat, and power; to acquire by purchase or otherwise, to use, operate, and equip subways, conduits, and ducts, and to obtain, accept, and use all permits, and also franchises, municipal or otherwise; to purchase or otherwise acquire and to sell, work, or otherwise deal with land, water, water power, water power supplies, equipment, and works; to undertake, construct, acquire, and carry on works of all kinds relating to any business of the company, and to enter into such contracts and make such arrangements as may be necessary to carry out the same.

FORM 211.-WATER HEATERS.

To manufacture, buy, sell, import, export, and generally deal in water heaters for domestic and business uses, and in connection therewith to manufacture, buy, sell, import, export, and generally deal in engines, boilers, water pipes, and plumbers' supplies of all classes and description.

FORM 212.-WATER WORKS.

To construct, purchase, lease, or otherwise acquire, maintain, operate, and sell water works for the purpose of supplying manufactories, corporations, and individuals with water and water power for domestic or business use. Also to construct, purchase, lease, or otherwise acquire, maintain, and sell all necessary power houses, water towers, water-mains and pipes, convenient for the carrying on of the aforesaid line of business.

To manufacture, buy, sell, import, export, lease, operate, and generally deal in weighing machines; to apply for, acquire, by purchase or otherwise, patents pertaining to weighing machines, and to sell or lease the same, together with territorial rights in such patents for weighing machines.

FORM 214.- WHARF AND WAREHOUSE.

To purchase, lease, or otherwise acquire lands and riparian rights of all classes and description. Also to construct, purchase, lease, or otherwise acquire docks, wharves, piers, warehouses, and public scales.

To manufacture, buy, sell, import, export, and generally deal in woollen and worsted goods and other fabrics manufactured and sold by other concerns engaged in the same general line of business.

To engage in the business of manufacturers of yarn goods, and in connection therewith to carry on the business of weavers, silk combers, and yarn spinners. Also to purchase, sell, weave, or otherwise manufacture linen cloths and other fabrics.

GENERAL OBJECT CLAUSES.

GENERAL TRADING CLAUSE.

To manufacture, export, import, buy, sell, and generally deal in goods, wares, merchandise, and property of every class and description.

GENERAL PURCHASING CLAUSE.

To purchase, lease, or otherwise acquire all kinds of personal property which the corporation may deem necessary or convenient for the purposes of its business.

REAL ESTATE CLAUSE.

To purchase, lease, or otherwise acquire real estate, improved or unimproved, without limit as to amount, in any State or Territory of the United States or foreign country.

PATENT AND TRADE MARK CLAUSE.

To apply for, acquire, buy, sell, assign, lease, pledge, mortgage, or otherwise dispose of letters patent of the United States or of any foreign country, and all or any rights, territorial or otherwise, thereunder. To apply for, acquire, hold, sell, assign, lease, mortgage, or otherwise dispose of patent rights, licenses, privileges, inventions, trade marks, trade names, and pending applications therefor, relating to or useful in connection with any business of the corporation. To use, manufacture, or grant licenses under any letters patent owned or controlled by the company, and to expend money in experimenting upon and testing the validity or value of any patent rights the company may acquire or proposes to acquire.

ACQUIRING AN ESTABLISHED BUSINESS.

To acquire by purchase or otherwise property, real or personal, and the good will, rights, and assets of all kinds under such terms and conditions as may be deemed advisable, of any person, firm, or corporation, and to pay for the same in cash, stock, common or preferred, bonds, or other securities of the corporation.

HOLDING STOCK IN OTHER CORPORATIONS.

To subscribe for, purchase, or otherwise acquire, and hold with the same rights of ownership therein as may be permitted to natural persons, the shares, bonds, and obligations of any corporation organized under the laws of any State, Territory, district, or colony of the United States or of any foreign country.

CONDUCTING BUSINESS IN OTHER STATES.

To conduct its business in all its branches, and to have one or more business offices, and without restriction to contract, buy, sell, lease, mortgage, and convey such real and personal property in any of the States, Territories, districts, or colonial possessions of the United States and any foreign countries as shall from time to time be found necessary and convenient for the purposes of the company's business.

ACQUISITION OF COMPANY'S OWN STOCK.

The corporation may donate any or all of its surplus earnings or accumulated profits to the purchase or acquisition of its own capital stock from time to time as its board of directors shall determine, and such capital stock so purchased may, if

the directors so determine, be deposited in the treasury of the company as treasury stock, to be thereafter disposed of as such treasury stock for the purpose of procuring working capital for the company.

BOND CLAUSE.

To issue bonds to any amount authorized by law for the purpose of securing funds for corporate purposes, and to secure the payment of the same by mortgage or deed of trust upon the whole or any part of the real and personal property of the company at any time held by it.

AUTHORIZING THE ISSUANCE OF PROMOTION STOCK.

To remunerate any person, firm, or corporation for services rendered or to be rendered in selling, pledging, or guaranteeing the disposal of any of the shares of the capital stock of the company, or of any bonds or other securities of the company may from time to time be issued.

that

POWER TO DISPOSE OF ALL CORPORATE PROPERTY.

The board of directors shall have the power and authority to sell, assign, mortgage, convey, or otherwise dispose of all the property and assets of the corporation on such terms and conditions as they shall prescribe whether for cash or property or stock and bonds in other corporations.

CLAUSES REGULATING BUSINESS.

CLASSIFICATION OF DIRECTORS.

The directors shall be divided as equally as possible into classes, to be known as directors of the first, second, third classes, etc. The terms of office of director of the first class shall expire on the first Monday of 190, and the second class

on the first Monday of

, 190, etc.

FORM FOR CLASSIFICATION OF DIRECTORS.

The members of the board of directors shall be classified with respect to their length of term of office, by dividing them into classes, each consisting of

of the whole number of the board of directors.

The directors of the first class shall be elected for a term of one year, and the directors of the second class for a term of two years, and the directors of the third class for a term of three years, etc.

At each annual election the successors of the class of directors whose terms shall expire in that year, shall be elected to hold office for a term of the term of office of one class shall expire each year.

years, so that

POWER TO ADOPT AND ALTER BY-LAWS. The board of directors shall have power without any action on the part of the stockholders to make, alter, amend, or repeal by-laws for the corporation.

AUTHORITY TO ISSUE BONDS.

The directors and officers of the company are authorized to make and issue mortgage bonds at such times and in such amounts as to them shall be deemed advisable.

EXECUTIVE COMMITTEE.

The board of directors may, by means of a resolution adopted by a majority of the whole board at a meeting duly called for that purpose, designate directors

to constitute an executive committee, which committee shall have and exercise all the powers and rights of the full board of directors in the management of the business and affairs of the corporation.

REMOVAL OF OFFICERS AND DIRECTORS.

Any officer or director, whether elected by the stockholders, or named in the certificate of incorporation, or elected or appointed by the board of directors, may be removed at any time, by affirmative vote of a majority of the stockholders of the corporation.

LIEN ON STOCK FOR INDEBTEDNESS OF THE COMPANY.

The corporation shall at all times have a first lien on all the shares of its stockholders and on dividends declared thereon for any and all indebtedness of such stockholders of the corporation.

EXAMINATION OF BOOKS BY STOCKHOLDERS.

Except where otherwise provided by law, the board of directors shall have the power to determine under what conditions and regulations, and at what times and places, the accounts and books of the corporation shall be opened to the inspection of stockholders.

CUMULATIVE VOTING.

The by-laws shall provide that at all elections of directors each stockholder shall be entitled to cast as many votes as shall equal the number of shares of stock held by him, multiplied by the number of directors to be elected, and they shall further provide that such stockholder shall have the right if he so desires to cast all of such votes for a single director or distribute them among the number to be voted for or any two of them as he may see fit.

HOLDING STOCKHOLDERS' MEETINGS WITHOUT THE

DOMICILIARY STATE.

To maintain an office without the State of (here name the domiciliary State), at the city of State of and any meetings of incorporators, directors, or stockholders of this company may be held at either of said offices or places of business, and the books of this corporation may be kept at either of said offices or places of business, and any incorporator or stockholder entitled to be present and to vote at any organization or stockholders' meetings may be represented and vote at such meeting by proxy in writing.

PREFERRED STOCK CLAUSES.

PREFERRED STOCK CLAUSES (Short Form).

shares of common shares of preferred stock

The capital stock of the company shall consist of stock of the par value of $ per share, and of the par value of $ per share. The rights of holders of preferred stock shall be set forth, and determined by the by-laws to be adopted by the corporation at its organization meeting. Such parts of said by-laws as relate to the rights of preferred stockholders shall not thereafter be altered, amended, or rescinded without the consent of all of said preferred stockholders.

PREFERRED STOCK CLAUSES (Long Form).

The holders of preferred stock shall be entitled to cumulative (or non-cumulative) dividends thereon at the rate of, but not to exceed

per cent for each

aud every fiscal year of the company payable out of any and all surplus or net profits annually (semi-annually or quarterly), and when declared by the board of directors. In the event of dissolution or liquidation of the corporation the holders of the preferred stock shall be entitled to receive the par value of their preferred shares out of the assets of the corporation before anything shall be paid thereon to the holders of the common stock. The holders of preferred stock shall (not) be entitled to (any) all voting powers in the corporation. The preferred stock shall be subject to redemption at the option of the corporation at any time after the day of 190, at the price of $ for each share, and the amount of dividends cumulated and unpaid thereon at the date of redemption.

The holders of preferred stock shall have the right at any time to convert the same into common stock of the corporation by presenting the same to the treasurer of the corporation for cancellation, and shall then be entitled to receive forthwith an amount of common stock equal to the par value of the preferred stock so tendered for purposes of conversion into common stock.

PREFERRED STOCK CLAUSE (Long Form).

From time to time the preferred stock and the common stock may be increased according to law, and may be issued in such amounts and proportions as shall be determined by the Board of Directors, and as may be permitted by law.

the rate of

The holders of the preferred stock shall be entitled to receive when and as declared, from the surplus or net profits of the corporation, yearly dividends at per centum per annum, and no more, payable quarterly on dates to be fixed by the By-Laws. The dividends on the preferred stock shall be cumulative, and shall be payable before any dividends on the common stock shall be paid or set apart; so that, if in any year dividends amounting to centum shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the common stock.

per

Whenever all cumulative dividends upon the preferred stock for all previous years shall have been declared and shall have become payable, and the accrued quarterly instalments for the current year shall have been declared, and the Company shall have paid such cumulative dividends for previous years and such accrued quarterly instalments, or shall have set aside from its surplus or net profits a sum sufficient for the payment thereof, the Board of Directors may declare dividends on the common stock, payable then or thereafter, out of any remaining surplus or net profits.

In the event of any liquidation, or dissolution, or winding up (whether 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 the unpaid dividends accrued 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 unpaid accrued dividends thereon, the remaining assets and funds shall be divided and paid to the holders of the common stock pro rata according to their respective shares.