No. 55. SHAREHOLDER'S PROXY. KNOW ALL MEN BY THESE PRESENTS, That whereas I, the undersigned, am the owner of shares in and of the capital of a corporation organized and existing under the laws of Wisconsin, Now, I do hereby appoint in the State of Wisconsin, as agent to represent me and vote the said shares of stock at any and all meetings, general or special, of the stockholders of said corporation held on or before the day of A. D. 190...., including all adjourned sessions of said meetings, and do hereby appoint him my proxy for such purpose. This proxy may be revoked at any time by filing a revocation thereof with the Secretary of said Corporation. In Witness Whereof, I have hereunto set my hand and seal_at in the State of this day [Seal. Seal. NOTE.-This form may be changed so as to apply only to one meeting, or to meet any other requirement. No. 56. NOTICE OF FIRST MEETING. PLEASE TAKE NOTICE That the first meeting of the subscribers to stock of the Company will be held on 190.... at o'clock M. at in the city of Wisconsin for the purpose of electing the directors of such corporation and transacting such other business as may lawfully be brought before the meeting. Dated 190.... (Signers of the Articles.) NOTE.-If the notice is published it should be changed slightly so as to read “Notice is hereby given” etc. the No. 57. WAIVER OF NOTICE OF FIRST MEETING. The undersigned, being all the subscribers to the capital stock of Company, a corporation organized under the laws of Wisconsin, do hereby consent that the first meeting of the subscribers to the stock of said corporation may be held forthwith this 190.... at M. at ..day of o'clock in the city of Wisconsin, for the purpose of electing a Board of Directors and transacting such other business as may come befor such meeting, and we hereby waive all further notice of such meeting NOTE.-Above should be signed by all subscribers for stock and. all should be present in person or by proxy. The first meeting cannot be held until half of the stock has been subscribed. The above waiver should be entered in the minute book of the corporation. No. 58. CONSENT TO HOLDING OF IRREGULAR MEETING. The undersigned, being all the stockholders of the Company, a corporation organized under the laws of Wisconsin, being all personally present, hereby consent that a meeting of stockholders of said corporation may be held forthwith this 190.... at city of meeting. o'clock day of M. at the office of the Company in the Wisconsin, and waive all further notice of such NOTE. -The above should be entered on the records of the corporation and signed by all stockholders or members. At such meeting any business may be transacted which might be transacted at a meeting regularly called. No. 59. SUBSCRIPTION BLANK. The undersigned hereby mutually agree with each other and the Company, a corporation organized (or to be organized) under the laws of Wisconsin, with a capital stock of $... divided into shares of $ each, that they will take the number of shares of stock in said corporation set opposite their respective names. The undersigned agree to pay for said stock in such manner and at such times as the proper officers of said corporation may hereafter determine. Dated residing at. No. of Shares Am't NOTE.-A subscription, until accepted by the corporation, is only an offer to take stock and may be withdrawn before it is accepted by the company. Therefore, the subscriptions should be presented to the directors or other officers having authority as soon as possible, and accepted by them in behalf of the corporation, and the subscriber or subscribers notified of acceptance. No. 60. It is impracticable to give a set of by-laws, as they vary with the character and purposes of different corporations. Generally, they should specify the time and place of the annual meeting; how notice of annual meetings shall be given; whether stockholders may vote by proxy at all meetings; manner of calling special meetings; whether elections shall be viva voce or by ballot; how vacancies in the various offices may be filled; how stock may be transferred, if any special restrictions are desired; the powers of the various officers may be minutely specified; the salary of directors may be provided for by by-law or by vote at annual meeting; how and when directors' meetings are held and by whom called; what shall be a quorum at stockholders' and directors' meetings; the order of business at stockholders' and directors' meetings; a description of the seal may be provided for by by-law or its adoption and style may be left to the discretion of officers; how the by-laws may be amended or repealed should be specified in them. The following are referred to in the statutes, and should be regulated by by-law: "Every corporation when no other provision is specially made by law or its articles of organization shall have power to elect or appoint, in such manner as shall be fixed by its by-laws, all necessary officers, agents and servants, define their duties and obligations; fix their compensation and fill vacancies therein; ""To make, amend and repeal by-laws and regulations, not inconsistent with law or its articles of organization, for its own government, for the orderly conducting of its affairs and the management of its property, for determining the manner of calling and conducting its meetings; the manner of appointing and mode of voting by proxy, and the tenure of its several officers, and such others as shall be necessary or convenient for the accomplishment of its purposes, and may prescribe suitable penalties for the violation of its by-laws, not exceeding in any one case twenty dollars for any one offense. "Unless otherwise expressly provided by law or the articles of organization the directors of any corporation may call in the subscriptions to the capital stock by installments, in such proportion and at such times as they shall think proper, by giving such notice thereof as the by-laws shall prescribe Unless a by-law is passed by a corporation providing the method of calling in subscriptions, it is practically impossible to enforce them. It is provided by statute that a stockholder may vote by proxy at an election of officers "and by proxy at other meetings when so provided by the by-laws of the corporation. "When not otherwise specially provided by law or by the by-laws of any corporation the directors or trustees thereof shall call and order the election of the officers of such corporation annually.' "The stock, property affairs and business of every such stock corporation shall be under the care of and be managed by a board of directors who shall be chosen annually by the stockholders from among their number, at such time and place as shall be provided by the articles of organization or the by-laws The directors shall choose one of their number president and such other officers as the corporate articles and by-laws require, for such term as shall be prescribed thereby....... NOTE.-If the corporation has no stock, the above should be changed to "Name of member", "Time of becoming a member", "Cessation of membership. "When a certificate of stock is issued, a receipt should be obtained which should be pasted onto the stub in the certificate book, or the receiver of the certificate may sign for it on the stub. No new certificate in lieu of an old one should be issued until the old is endorsed and the holder transfers it on the books of the company, or authorizes the transfer. A cancelled certificate should be attached for reference to its stub. The stock record should be revised from time to time. When a new certificate is issued for an old one, the stub of the old should show the number of the new certificate issued, and the stub of the new should show the number of the old, etc. An officer of a corporation should never issue a certificate in lieu of another, or make a transfer, unless he has the certificate in his possession. If a certificate has been lost and a transfer is desired, the party transferring should be required to give a bond to the corporation, saving it harmless. No. 62. MINUTES OF FIRST MEETING OF CORPORATION. (To be entered in record book.) The following proceedings were had at the first meeting of the subscribers to the capital stock of the Company, a corporation organized under the laws of Wisconsin, such meeting taking place at in the city of 190.... at Wisconsin, on o'clock........ M, pursuant to written notice given each of the subscribers to stock personally ten days before such time. The following is a copy of such notice: 1904, and.. a newspaper published at .) (Or, meeting was called by giving notice by advertisement, etc. of which the following is a copy, published on.. 1904, in the... (or, meeting was held pursuant to consent of all subscribers.) Mr.. one of the signers of the articles of incorporation of said corporation called the meeting to order and the following named persons were present, each being a subscriber for the number of shares of stock set opposite his name: 25 shares, etc. The whole number of shares subscribed for and represented at the meeting was which is more than half of the total capital stock of the corporation. On motion of Mr. chosen chairman and Mr. were secretary of the meeting. Motion was made and carried that the election of directors be now held. Mr. and Mr. appointed to receive the votes and count the same. Mr. was elected a director for one year; Mr.. for three years. (Or, were elected for two years, and Mr. Motion was made and carried that the chairman appoint a committee of three members to prepare by-laws for the corporation, such committee to report at a special meeting to be called by the president. (Or, motion made and carried that the by-laws as submitted by Mr. be adopted.) (When by-laws are adopted they should be read section by section, and after each section is adopted, motion should be made and carried on the adoption of them all.) Motion made and carried that. Secretary. Chairman. NOTE. "Every corporation shall keep a correct and complete record of all its proceedings, including such as relate to the election of its officers, and such record may be kept in any other than the English language when so provided in its articles of organization.' In small corporations, the stockholders' and directors' minutes may be kept in the same book, and a stock record may be ruled off in the back of the book. No. 63. MINUTES OF FIRST DIRECTORS' MEETING. (To be entered in directors' minute book.) The directors of the Company, a corporation organ ized under the laws of Wisconsin met for the first time at the office of the company in the city of on... 1904, o'clock............. M. and the following directors were present: president of the company. Motion was seconded and carried. On motion of Mr. duly seconded, Mr. secretary of the corporation, etc. Mr. made a motion, which was duly seconded, that the salary of the president be fixed for the ensuing year at $ Carried. (No officer should vote on his own salary.) Mr. made a motion that be employed by the corporation for the ensuing year as superintendent at a salary of and the president be authorized to make the proper contract with him. Motion seconded and carried. Motion was made, seconded and carried that the president and secretary be authorized to lease suitable office accommodation for the use of the corporation for a period not exceeding not exceeding $.. execute a lease therefor. years and a rental annually, and that they be authorized to make and Motion was made, seconded and carried that the subscriptions to the capital stock of this corporation be called in and paid as follows, 25 per cent. on... .190..., 25 per cent. on 190...., etc. and that the secretary give each stockholder notice thereof as provided by by-law. Motion made and carried that the president have authority to procure at the expense of the company suitable stock certificates and that the president and secretary issue the same to stockholders whenever they have fully paid for their stock. (Or, if stock is paid for at once in property or money, that the president and secretary issue to Mr.. a certificate for paid, and to Mr. shares of stock of this company as fully Secretary. .etc.) No. 64. Chairman. the.... city of.. NOTICE OF ANNUAL MEETING. Please take notice that the annual meeting of the stockholders of Company will be held at the office of the company in the Wisconsin, on.. 190, at... o'clock, .M. Directors will be elected and such other business transacted as may properly come before the meeting. Date.............. No. 65. NOTICE OF SPECIAL MEETING. Secretary. the.. city of Please take notice that a special meeting of the stockholders of Company will be held at the office of the company in the Wisconsin, on.. 190, at o'clock, .M. The object of the meeting is to vote upon the question whether the capital stock shall be raised from $ (or, decreased from , or, to change the name of the corporation to... $ to $ Dated.. .etc.) to $ Secretary. NOTE.-A member is entitled to personal and reasonable notice of special meetings, and the notice must state the object of the meeting, and if time of notice is not specified by by-law it must be of sufficient length to enable every stockholder to attend. If the manner of calling special meetings is not provided for by the articles or by-laws, the president and secretary have implied authority to call them. Witnesseth, That the said part.... of the first part, for and in con sideration of the sum of.. .to..... ..in hand |