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No. 8.
Section 54. Certificate as to Payment of Capital Stock.
STATE OF NEW YORK,
Albany City and County,

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—
(Signed)

JOHN JONES, President,
RICHARD Roe,
JOHN DOE,
THOMAS ROE, Directors.

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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.
etc., proportion to capital stock...

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....
Change of place of business...
City authorities, assent of, to reorganization
Common stock, in reorganization ...

issue of.
Competion, prevention of, forbidden.
Comptroller, approval of reduction of capital stock......
Conduct of meeting to increase or reduce stock.
Consent to transfer of stock, when refused ...
Conversion of mortgage debt into stock........
*Corporations in default, transfers by.

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...
Damages, from failure, etc., to keep, etc., books, who liable
Debts, annual report to state........

personal liability of stockholders for ....
power to contract given ...
unauthorized, directors liable .....

must be in judgment, etc., before action against stockholder....
Deed of trust, sale of franchise, etc., under....
Directors, acts of, when void....

ceasing to be stockholder.
changing number of ....
holding over unlawfully..
liability for failure to file annual report
liability for false reports, etc...
liability for illegal loans ......
liability for unauthorized bonds....
liability for unauthorized debts.
liability of for unlawful transfers, etc....
may appoint officers, etc. ......
may refuse consent to transfer stock.
of stock corporation, one-fourth to be elected annually......
of stock corporation, sclection of......
policy holders eligible 13.....
unauthorized dividend by, liability for.
when can not act as election inspectors.

and officers, general provisions as to......
Discounts, for stockholders forbidden ....
Dissolution, distributing assets after.
Dissolution, voluntary....
Distribution, final, of assets
Dividends, confined to surplus profits....

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

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E.

SECTION.
Blection, inspectors of, provisions governing ..

28
of directors, notice to be given...

20
result of, certificate to be filed....

28
unlawful hindrances to an........

22
Employes, directors may appoint....

27
Employes' wages, liability of stockholders for....

54
Exchange of, preferred for common stock .....

47
Exchange of stock, etc., by corporations with each other..
Executors, when liable as stockholders.....

54
Exhibition of books by transfer agent of foreign corporation.

53
Extension of business.

32
F.
False certificates, liability of officers for.... ......
False public notices, liability of officers for ...............

31
False reports, liability of officers for.

31
Final distribution of assets
Financial statement to stockbolders....

52
Foreclosure, payment of mortgage debt by stockholders....

49
Foreign corporation, exhibition of books by transfer agent of.....

53
Forfeiture of stock for non-payment of subscription ....

43
Franchises, may be mortgaged .

2
may be sold.....

33
G.
General powers of stock corporations...

1-7
Guardians, when liable as stockholders..

54
I.
Illegal issues of bonds, etc., directors' liability..

24
loans, directors liable for.......

25
'Increase of capital stock.....

.2, 44, 56
Indebtedness of stock corporation, limit of.....

24
Insolvent corporation, preferences by, forbidden...

48
Inspectors of election, provisions governing.

28
Insurance corporations, policy bolders as officers...

27
policy holders eligible as directors ....
reduction of capital stock .......

44
Insurance, consent of superintendent, to change number of directors..... 21
Issue of stock......

40
J.
Judgment creditors, access by, to stock book......
Judgment, etc., must be obtained on debt, before suit against stockholder.... 55

L.
Liability for damages, for failure, etc., to keep, etc., books....

29
Liability of directors, for failure to file annual report.

30
of officers, for false certificates, etc.....

31
of directors, for illegal loans .....

25
of directors, for unauthorized bonds, etc.....
of directors, for unauthorized dividend....

23
of director, for unlawful transfers, etc.....

48
of owner, after increase or reduction of capital stock.

44

20

29

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