SECOND. That the company change the nature of its business in the following particulars: [set forth, fully, the proposed change.] Witness our hands, etc. [Acknowledgment as in form III.] [Signatures.] XXXI. Assent to change of par value of shares. [For proceedings, see section 118.] We, the subscribers, being stockholders of The Palisades Manufacturing Company, representing two-thirds in value of the capital stock for the time being of the said company, do hereby give our assent to the changing the par value of the said shares of said company from one hundred dollars to fifty dollars. Witness our hands this, etc. A. B., ten shares. C. D., twenty shares [Signatures of all assenting.] XXXII. Certificate of change of par value of shares. We, the subscribers, being stockholders of The Palisades Manufacturing Company, representing two-thirds in value of the capital stock of said company, do hereby certify that the said company is about to change the par value of its shares from one hundred dollars to fifty dollars per share. Witness our hands and seals the, etc. [L. S.] A. B., ten shares. [Acknowledgment of proof as in forms III. and IV.] XXXIII. Certificate of removal of principal office. [Laws of 1880, p. 49, supra 125.] The Palisades Manufacturing Company, a corporation of the State of New Jersey, doth hereby certify: FIRST. That the name of the said corporation is The Palisades Manufacturing Company, and its principal office has heretofore been located [or, was located by its charter] at Jersey City, in the county of Hudson. SECOND. That the said corporation is about to locate its principal office for its business and dealings at the city of Newark, in the county of Essex, in the place and stead of that referred to in the foregoing paragraph. [L. S.] In witness thereof the said corporation hath caused the official seal of its board of directors, being also its common seal, to be hereto affixed, and this certificate to be signed by a majority of said board, the...... day of, etc. STATE OF NEW JERSEY, SS. R. S., secretary of The Palisades Manufacturing Company, being duly sworn, on his oath says, that the foregoing certificate is made by the authority of the board of directors of said company, as expressed by a two-thirds vote of the members present at a special [or, regular] meeting of said board called for that purpose. Sworn to, etc. R. S. XXXIV. Certificate changing the name of a corporation. [For proceedings, see sections 114, 115, supra.] The Palisades Manufacturing Company doth hereby certify that at a special [or, regular] meeting of the directors of said company, called for the purpose, the said board, by a two-thirds vote, resolved to change the name of said company as hereinafter specified; and to that end the said company doth certify and set forth: I. That the name of said corporation in use immediately preceding the said vote and the making of this certificate was "The Palisades Manufacturing Company." II. The name assumed to designate said corporation and to be used in its business and dealings, in the place and stead of that mentioned in the foregoing paragraph, is "The Highland Company." In witness whereof the said company hath caused the official seal of said board, being also its common seal, [L. S.] to be hereto affixed, and these presents to be signed by a majority of its boards of directors. STATE OF NEW JERSEY, OF SS. A. B., C. D., Directors. E. F., R. S., secretary of The Palisades Manufacturing Company, being duly sworn, on his oath says, that the foregoing certificate is made by authority of the board of directors of The Palisades Manufacturing Company, as expressed by a two-thirds vote of the members present at a special [or, regular] meeting of said board, called for that purpose. Sworn, etc. [Signature.] XXXV. Certificate to extend existence of corporation. [For proceedings, see sections 109, 110.] This is to certify that The Palisades Manufacturing Company desires that the period of its existence, as such corporation, shall be extended for a term of fifty years from the... . day of. . . ., A. D. eighteen hundred and...., being the day on which the period of its existence named in its certificate of organization will expire. In witness whereof the said company hath caused its common seal to be hereto affixed, and attested by the [L. S.] signature of its president, the first day of June, A. D. eighteen hundred and eighty-two. A. B., President. Attest: R. S., Secretary. XXXVI. Dissolution. Resolution of directors. [For proceedings, sections 34, 113.] Resolved, That in the judgment of this board it is advisable and most for the benefit of The P. M. Company that the same should be forthwith dissolved, and to that end it is ordered that a meeting of the stockholders be held on Monday, the first day of, etc., at twelve o'clock noon, at the office of the company in Jersey City, to take action upon this resolution; and further, that the secretary forthwith give notice of said meeting, and of the adoption of this resolution, within ten days from this date, by publishing the said resolution, with a notice of its adoption, in the... ., a newspaper published in Jersey City, for at least four weeks, once a week, successively, and by mailing a written or printed copy of the same to each and every stockholder of this company in the United States. XXXVII. Consent of stockholders to dissolution. Whereas, on the tenth day of, etc., the directors of The P. M. Company, by a majority vote of the whole board, at a meeting called for that purpose, of which meeting every director received at least three days' notice, did adopt a resolution in the words or to the effect following, to wit: [Recite the resolution at length.] And whereas, the secretary of the said company did give notice of the meeting of stockholders called by said resolution, as required by law and the said resolution; Now, therefore, we, the subscribers, being more than two-thirds in interest of all the stockholders, being met together in pursuance of said resolution and notice, do hereby consent that the said company be forthwith dissolved as proposed in said resolution. Witness our hands this, etc. A. B., ten shares. R. S., being duly sworn, on his oath says, that he is the secretary of The P. M. Company; that he saw A. B., C. D. [recite the names of all the stockholders consenting], being more than two-thirds in interest of the stockholders of said company, at a meeting duly called for the purpose as above recited, sign the foregoing certificate of consent as their voluntary act and deed, and that deponent at the same time subscribed the same as attesting witness; and deponent further says, that on the....day of, etc., he mailed a printed copy of the resolution above recited, with a notice of the adoption thereof, to each and every stockholder of said company residing in the United States, and also caused the same to be duly published as required by the said resolution; and deponent further says, that the said resolution of the board of direct ors was duly adopted upon lawful notice, as in the above certificate recited. Sworn and subscribed, etc. R. S. [Here should be added an affidavit of the publication of the notice, made by the publisher of the newspaper in which it was printed.] XXXVIII. List of directors and officers at time of dissolution. As required by an act of the legislature of New Jersey, approved February twenty-first, eighteen hundred and seventy-seven, the board of directors of The P. M. Company render the following statement, to be filed in the department of state of the State of New Jersey: The principal office of the company is at No.......... street, Jersey City, New Jersey. The following is a list of the names and residences of the now existing board of directors of said company, with its officers: [Here insert the names and residences of the directors.] The officers of the company are : President, A. B. Vice-President, C. D. 2d Vice-President, E. F. Dated, etc. The foregoing statement is correct and true. Attest: R. S., Secretary. XXXIX. Certificate of dissolution. STATE OF NEW JERSEY To all to whom these presents may come, greeting: } Whereas, in the judgment of the board of directors of The P. M. Company, a corporation organized under the laws of this state, it has been deemed advisable and most for the benefit of such corporation that the same shall be dissolved before the expiration of the time limited in its certificate of incorporation, as appears by a duly authenticated record of the proceedings of said board of directors of such corporation, held in accordance with the provisions of an act entitled "An act concerning corporations,' approved April seventh, eighteen hundred and seventy-five, and the several supplements thereto, which said record, including the consent in writing of "two-thirds in interest of all the stockholders of said corporation that such dissolution should take place, as by said act required, having been by said corporation deposited in my office; Now, therefore, I, H. C. K., secretary of state of the State of New Jersey, being satisfied by due proof that the requirements of "An act concerning corporations," approved April seventh, eighteen hundred and seventy-five, and the supplements thereto, relative to the dissolution of corporations, have been fully complied with by the said corporation, do hereby certify that The P. M. Company did, on the......day of, etc., file in my office a duly executed and attested certificate of consent to the dissolution of said corporation by two-thirds in interest of all the stockholders thereof, which said certificate of consent, and the record of the proceedings aforesaid, are now on file and of record in my said office, as provided by law. [L. S.] In testimony whereof I have hereunto set my hand and affixed my official seal, at Trenton, this......day of......, A. D. eighteen hundred and eighty. H. C. K., Secretary of State. |