III. Acknowledgment. SS. STATE OF NEW JERSEY, COUNTY OF HUDSON, Be it remembered that on this third day of January, eighteen hundred and ninetyone, before me, W. D. E., a master of the court of chancery of the State of New Jersey [or a commissioner of deeds, or other officer authorized to take acknowledgments], personally appeared A. B., C. D., E. F., G. H. and I. K., who I am satisfied are the persons named in and who executed the foregoing certificate, and I having first made known to them the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed. [Signature and title of officer.] IV. Proof by subscribing witness. SS. Be it remembered STATE OF NEW JERSEY, COUNTY OF HUDSON, that on the third day of January, A. D. eighteen hundred and ninety-one, before me, the subscriber, a master in chancery of said state, personally appeared J. P. N., who being by me duly sworn, on his oath did depose and say, that he saw A. B., C. D., E. F., G. H. and I. K., the persons named in the foregoing certificate, sign, seal and deliver the same as their voluntary act and deed, and that the deponent at the same time subscribed his name thereto as a witness of the execution thereof. V. Notice of first meeting. [Signature and title of officer.] [This notice must be signed by a majority of the persons named in the certificate, and either published in a newspaper of the county where the company is to be established, two weeks before the meeting, or served personally on all the parties named in the certificate, two days before the meeting, or all the parties may waive notice. Section 22.] NOTICE OF THE FIRST MEETING OF THE PALISADES MANUFACTURING COMPANY. Notice is hereby given that the first meeting of The Palisades Manufacturing Company, for the purpose of electing directors and officers, and taking such other action as may be necessary to properly organize the said company, will be held at the office of J. S. M., attorney-at-law, at No. 1 E. street, in Jersey City, on the twentieth day of January, eighteen hundred and ninety-one, at two o'clock in the afternoon. Dated Jersey City, January 4, 1891. VI. Waiver of notice of first meeting. [Vide section 22, supra.] [Signatures.] We, the subscribers, being all the parties named in the certificate of the organization of The Palisades Manufacturing Com pany, do hereby waive notice of the time, place and purpose of the first meeting of said company, and do fix this fourth day of January, A. D. eighteen hundred and ninety-one, at two o'clock in the afternoon, as the time, and the office of J. S. M., No. 1 E. street, in Jersey City, as the place of the first meeting of said company. Dated Jersey City, January 4, 1891. [Signatures of all the corporators.] VII. Order of business for first meeting of a corporation. MEETING OF STOCKHOLDERS. 1. If notice of the meeting [form V.] has not been given, have all the parties named in the certificate of organization sign the waiver [form VI.] Section 22. 2. Call the meeting to order, and elect a temporary chairman and secretary. 3. Have the certificate of organization and the call for the meeting read. 4. Order that the certificate of organization and the waiver or notice of the meeting be spread upon the minutes. 5. Adopt the by-laws. [For matters which should be contained in the by-laws, see form VIII.] 6. Elect a board of directors, by ballot. Section 37. 7. Elect president, secretary and treasurer, unless the by-laws provide for their election by the board of directors. Sections 17, 18. 8. Have the oath administered to the secretary. Section 18. 9. By a two-thirds vote, instruct the directors to levy an assessment on the stock. Section 27. 10. Adjournment. MEETING OF DIRECTORS. 1. Elect officers, if they have not been elected by the stockholders, and have the oath administered to the secretary. [See form IX.] Sections 17, 18. 2. Approve the treasurer's bond, if presented. [See form X.] Section 18. 3. Levy an assessment on the stock. Section 27. 4. Authorize the treasurer to procure books, &c. 5. Direct purchase of property and issue of stock therefor, if desired. Section 55. 6. Fix upon the principal office of the company within the state. Sections 11, 15, 49, 50. 7. Adopt an office outside of this state, if desired. 50. 8. Adjournment. Sections 15, VIII. Matters to be regulated by the by-laws. [The act concerning corporations explicitly provides that certain matters may be regulated by the by-laws; a list of such matters is given below, with a reference to the section of the statute where mentioned. As to the power to make by-laws, see section 1, division VI. A by-law of the directors regulating elections must be made thirty days previous to election. Section 45.] Fixing and altering number of directors. Section 1, VI. Election of directors. Election of president. Section 17. Election of secretary and treasurer. Section 18. Bond of the treasurer. Section 18. Other officers and agents. Section 19. Vacancies among the officers or directors. Section 20. Calling and conducting meetings. Section 21. Quorum. Section 21. Transfer of stock. Section 1, VI. Section 26. Officers' and directors' meetings outside this state. Section 50. Keeping books outside of the state. Section 50. Time of declaring dividends. Section 52. Penalties for breach of by-laws. IX. Oath of the secretary. Section 1, VI. [As to secretary's oath and duties, vide section 18.] STATE OF NEW JERSEY, } OF SS. I, R. S., do solemnly swear that I will faithfully discharge the duties of the office of secretary of The Palisades Manufacturing Company to the best of my skill and ability, so help me God. Subscribed and sworn to, etc. R. S. X. Bond of the treasurer. [As to the bond, vide section 18, supra.] Know all men by these presents, that we, T. L., M. N. and O. P., all of Jersey City, in the State of New Jersey, are held and firmly bound unto The Palisades Manufacturing Company in the sum of ten thousand dollars, lawful money of the United States, to be paid to the said The Palisades Manufacturing Company, its successors and assigns; to which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, jointly and severally, firmly by these presents. Sealed with our seals. Dated the, etc. The condition of the above obligation is, that whereas the said T. L. hath been duly elected treasurer of The Palisades Manufacturing Company, and is about to enter upon the duties of the said office, now, therefore, if the said T. L. shall in all respects faithfully discharge his duty as such treasurer, then this obligation shall be void, otherwise to be and remain in full force and virtue. [Signatures and seals.] In presence of, etc. XI. Notice of assessment of stock. THE PALISADES MANUFACTURING COMPANY, No. 10 E. Street, Jersey City, May 10th, 1881. S By resolution of the board of directors, passed by authority of the stockholders, an assessment of ten per cent. on the capital stock of this company is now called for, payable to T. L., treasurer, No. 10 E. street, Jersey City, N. J., on or before May twentieth, eighteen hundred and eighty-one. Checks should be to the order of T. L., treasurer. A. B., President. XII. Certificate of general stock. [It must be signed by the treasurer. Section 23. In case the stock is issued for property purchased, there must be legibly stamped on the face of the certificate the words "issued for property purchased." Section 55. For provisions respecting preferred and guaranteed stock, see sections 17, 25, 144.] THE PALISADES MANUFACTURING COMPANY. Incorporated under the laws of the State of New Jersey. ....Shares. XIII. Certificate of preferred stock. Common stock, $60,000. Preferred stock, $40,000. T. L., Treasurer. THE PALISADES MANUFACTURING COMPANY. This stock is subject to redemption at par, on the Dated Jersey City, August 1, 1891. A. B., President. T. L., Treasurer. Shares, $100 each. Shares, $100 each. XIV. Power of attorney to transfer stock. [Stock is transferable on the books of the company in such manner as the by-laws may provide. Section 26.] For value received I, the undersigned, hereby assign and transfer unto C. D. one share of the capital stock of The Palisades Manufacturing Company, and do hereby constitute and appoint E. F. my true and lawful attorney, irrevocable, for me and in my name and behalf to make and execute all necessary acts of assignment and transfer on the books of said company. In witness whereof I have hereunto set my hand and seal this first day of, etc. Sealed and delivered in the presence of, etc. S } [Signature and seal.] XV. Form of transfer of stock when it is endorsed on the certificate. Know all men by these presents, that I do hereby transfer ten of the within shares of stock to C. D., and I appoint E. F. my attorney, irrevocable, for me to transfer the same upon the books of the company, with power to appoint one or more attorneys for that purpose. Dated this first day, etc. In presence of, etc. [Signature and seal.] XVI. Form of transfer of stock on the company's books. No 16. Shares, one. TRANSFERRED BY A. B. (Ledger Folio 5.) TRANSFERRED TO C. D. (Ledger Folio 10.) No. Certificate surrendered, 31. No. Certificate is sued, 81. Dated, May 10, 1881. THE PALISADES MANUFACTURING COMPANY. Transfer No. 16. JERSEY CITY, May 10, 1881. For value received, I, A. B., of Jersey City, N. J., do hereby sell, assign and transfer to C. D., of the same place, one share of the capital stock of The Palisades Manufacturing Company, standing in my name on the books of said company. A. B., By E. F., Attorney in fact. XVII. Notice of sale of stock on which assessments are not paid. [To be published and also mailed to the delinquent. See section 29.] SALE OF STOCK OF THE P. M. CO. Public notice is hereby given that the undersigned, treasurer of said company, will sell at public auction ten shares of the capital stock of The P. M. Company, on which fifty per centum has been paid in, belonging to I. K., for non-payment of assessment on the |