$459. Form of Notice of Change of Status. NOTICE OF DISSOLUTION. (Name of Corporation) Postoffice Address) (Date) We, the undersigned, being a majority of the last Board of Directors of corporation doing business under the provisions of Act No. 232, Public Acts of 1903, and the acts amendatory thereof, hereby give notice in accordance with the requirements of Section 12 of said Act, that said corporation has been dissolved by [Here insert one of the following statements: "Has been dissolved by process of law," or "Has been dissolved by expiration of its term of existence," or "Has been dissolved by sale of its property and franchises at private sale," or "Has been dissolved by sale of its property and franchises at mortgage sale," or (if a foreign corporation) "Has ceased to carry on business in the state of Michigan." (Or as the case may be).] (Corporate Seal) Majority of Directors. (Note: This form need not be acknowledged. Good practice would suggest that the corporate seal be impressed, but this is not obligatory When filed, the notice is regarded as consummating a de facto dissolution, and no further annual reports are thereafter required by the Department of State.) $460. Form of Pre-Organization Subscription. (Holliday v. Wright, 134 Mich. 608-610.) The undersigned desire to form a corporation to be organized under the manufacturing and incorporation laws, being Act 232 of the Public Acts of Michigan of 1885, as amended, with a capital stock of $150,000, to be called the Charles Wright Chemical Company, for the purpose of carrying on, in Detroit and elsewhere, the business of manufacturing and dealing in dentifrices, and to that end hereby agree, each in consideration of the agreements of the others, to join in the organization, and to subscribe for and take stock in such a corporation to the amounts, par value, set after our respective names. All details of said organization, other than the foregoing, may be determined by a majority in interest of the signers hereof. §461. Form of Subscription Agreement-After Organization. I hereby subscribe for $.. shares of the par value of per share, of the capital stock of Company, a Michigan corporation, for which shares I agree to pay to said company, in cash, the full par value of $.. when and in such manner as the same shall be called in by the board of directors of said corporation. me appeared A. B., to me personally known, who, being by me duly sworn, did say that he is the of a corporation organized and existing under the laws of the State of Michigan, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said A. B. acknowledged said instrument to be the free act and deed of said corporation. My commission expires Notary Public. 19.... §463. Form of Corporate Acknowledgment Combining in One Jurat Acknowledgment by Several Officers. a Notary Public in and for said county, appeared A. B., C. D. and E. F., to me personally known, who being by me severally duly sworn, did depose and say, each for himself, that they are respectively and in the order last above named, the President, Secretary and Treasurer of .... a corporation organized and existing under the laws of the State of Michigan, and that the foregoing instrument by them severally subscribed, was by them signed and sealed in behalf of said corporation by authority of the board of directors thereof, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was executed for the intents and purposes therein set forth, and that said instrument is by them. and by each of them acknowledged to be the free act and deed of said corporation. My Commission expires Notary Public. 19.... $464. Form of By-Law Prescribing the Manner of Giving Notice of Intent to Foreclose a Statutory Lien Upon .. the Shares of a Stockholder. (See Act 232 of 1903, Secs. 16, 24 and 25.) Whenever this corporation shall have a lien by law upon the shares of any stockholder thereof for any indebtedness due from such stockholder to this corporation, the secretary, when instructed so to do by a resolution adopted by the board of directors, shall give notice, in the name of this corporation, to such indebted stockholder that, unless said stockholder shall pay his said indebtedness to this corporation within three months from the time of giving such notice, then and in the event of such non-payment, this corporation will proceed to sell and transfer the stock of such stockholder in this corporation (or so much thereof as shall be necessary) and to apply the proceeds of such sale as provided by law, which notice shall be deemed duly served at the time when the same is deposited for transmission through the mail, with postage fully prepaid, addressed to such indebted stockholder at his or her last address as the same appears upon the books of this corporation, and such service by mail is hereby expressly authorized, and said notice shall be deemed sufficient in form if it shall be substantially as follows: To .... (name of indebted stockholder): Please take notice that you are indebted to this corporation .. (state nature of indebtedness) . . . . . . . . dollars, with interest there upon... in the principal sum of .... per centum per annum, payable .... upon at the rate of annually, from the 19..., all of which principal sum, together with accrued interest thereupon, is now due and unpaid over and above all set offs and recoupments, and that demand of payment of said principal sum and interest is hereby expressly made by this corporation. Please take further notice that under and by virtue of the statute in such case made and provided, this corporation has and asserts a lien to the full amount of your said indebtedness, upon the ..... (insert number) .. shares of the capital stock of this corporation now standing in your name upon the books thereof, and that, in default of payment of such indebtedness within three months from the date of service of this notice by mailing (as in the by-laws of this corporation provided) this corporation will, after due statutory advertisement thereof, proceed to sell for cash at public auction to the highest bidder therefor, so much of said stock of this corporation appearing upon the books thereof in your name, as shall be required to pay in full your said indebtedness to this corporation, together with interest accrued to the date of said sale, and together with the necessary costs of sale, and if the sale of the entire stock above mentioned shall not be sufficient to pay in full the claim of this corporation thereupon, said corporation will credit the amount received for such stock, less the said costs of sale, upon said total accrued indebtedness, and will then, at the discretion of the board of directors of said corporation, proceed to collect the remainder of said indebtedness by a proper action for that purpose. Dated 19. . . . . (Name of corporation). By. (Signature of Secretary) Secretary. (Corporate Seal.) $465. Form of Published Notice of Sale of Stock Under Statutory Lien. (See Act 232 of 1903, Sec. 25.) NOTICE OF SALE OF STOCK. NOTICE IS HEREBY GIVEN, That a corporation organized and existing under the provisions of Act No. 232 of the Public Acts of Michigan of the year 1903, and all acts amendatory thereof and supplementary thereto, will offer for sale and will sell at public auction to the highest bid ... der at County of day of in the 19..., at the hour of ...... o'clock .noon, under and by virtue of the statutory lien of said corporation upon the shares of stock of its stockholders for indebtedness due to said corporation from such stockholders, ... shares (or so many thereof as shall be necessary) of the capital stock of said corporation, of the par value of dollars per share, fully paid and non-assessable, which shares so to be sold, now stand upon the books of said corporation in the name of and are the property of .... ...... and are so to be sold to pay and satisfy, as far as may be, a matured existing indebtedness in the principal amount of dollars, together with interest thereupon at the rate of centum per annum from the day of per 19..., up to and including the day of said sale, due from said ... to this corporation, together with the necessary costs of said sale. $466. Notice of Sale of Pledged Shares. DEFAULT HAVING BEEN MADE in payment of a certain promis bearing interest at the rate of .... in the principal dollars over .... per cent per annum, upon which obligation there is due, unpaid and owing at the date of this notice the sum of ... and above all lawful credits, set-offs and recoupments, and as collateral security to which obligation, to secure prompt payment thereof at maturity, I hold in pledge the par value of the capital stock of shares of dollars per share of Company, a Michigan corporation, standing on the books of said corporation in my name as pledgee; |