No. 8. We, the president and a majority of the directors of the Jones Manufacturing Company, a corporation duly organized under the “Business Corporation Law," of New York, and located and doing business at Albany N. Y., — hereby certify, that the whole amount of capital stock of said corporation has been paid in. Dated, ALBANY, 189— JOHN JONES, President, STATE OF New York, County of John Jones, Richard Roe, John Doe and Thomas Roe, being severally duly sworn, does each for himself say, that the said John Jones is the president of the Jones Manufacturing Company, and the said Richard Roe, John Doe and Thomas Roe are directors of said company, and a majority thereof; that he has read the foregoing certificate, subscribed by him and knows the contents thereof, and that the same is true. (Jurat.) (Add acknowledgment clause as in No. 1 of General Corporation Law.) INDEX. .... SECTION. Action against company, within what time brought, to hold stockholder.... 55 Agents, directors to appoint. 27 Alteration of business.... 32 Amended certificate, for extension, etc., of business. 32 Amended certificate, for purchase or exchange of stock, etc., of other corporation ...... 40 Annual report of stock corporation, provisions covering. 30 Application to replace lost stock certificate .... . 50, 51 Assets, annual report to state.... 30 Assets, final distribution of .... 23 B. Banking cos., conveyance, etc., by restricted ....... 48 Banks, consent of superintendent to change number of directors. 21 Bondholders, proxy votes by, on reorganization................ 4 Bonds, consideration for issue of limited ......... etc., of corporations, may be purchased by each other. 2, 4 of domestic corporation, other corporation may guarantee.. 40 to be issued for fair market value ...... unauthorized, directors liable .... 24 Books, neglect or refusal concerning, penalties for.. 29 opening of, for subscription to stock ... 41 to be kept for corporation.... 29 Borrowing money, power to.. 2 Basiness, alteration or extension of ...... 40 42 32 C. ...... Cancellation of forfeited stock....... 43 Canceled stock, to be deducted from capital.. 43 Capital, payment as dividend, forbidden. 23 Capital stock, annual report to state. 30 increase or reduction of.. 44 indebtedness limited by. 24 limit on reorganization... 4 meeting to increase or reduce.... 46 proportion of indebtedness to.... 2 reduction of, when forbidden. 23 return of after reduction. .... 46 to be made good after cancellation. 43 Certificate by director to relieve from liability for failure to file annual report.. 30 for reorganization .... 3 of increase or reduction of stock. 46 of stock, contents of...... 40 Change of number of directors, proceedings in to be filed.... issue of. may buy and exchange each others stock.. may guarantee bonds of other domestic corporation.. Creditor, damaged by false report, etc., officers liable.... Creditors, when transfer of stock, valid against .... SECTION. 21 59 6 4 47 1 46 46 26 9 48 40 40 31 29 D. Damages caused by illegal issues, directors liable for... personal liability of stockholders for .... must be in judgment, etc., before action against stockholder.... ceasing to be stockholder. and officers, general provisions as to...... unauthorized, directors liable for.. preferences in payment of... Duties of officers, etc., how prescribed .. 24 29 30 54 2 24 55 5 22 20 21 22 30 31 25 24 24 48 27 26 20 20 20 23 28 20-32 25 23 57 23 23 23 ...... 27 .. ... 40 .... 31 23 E. SECTION. 28 20 28 22 27 54 47 54 53 32 31 31 52 49 53 43 2 33 1-7 54 24 25 .2, 44, 56 24 48 28 27 44 40 L. 29 30 31 25 23 48 44 20 29 |