Now, THEREFORE, notice is hereby given that, by virtue of the power of sale incident to said pledge, I shall offer for sale, and shall sell, at public auction to the highest bidder, at County of .. day of o'clock in the .....noon of said day, all of said shares of stock, or such part thereof as may be necessary, for the purpose of producing the amount of said indebtedness, both principal and interest, and the reasonable costs and expenses of said sale. Dated 19.... Pledgee. §467. Foreign Corporations.-Application for Admittance to do Business in Michigan. To the Secretary of State, 19.... Lansing, Michigan. a foreign corporation organized and existing under and by virtue of the laws of the State of .... hereby makes the following declaration, pursuant to an Act of the Legislature of Michigan, entitled, "An act to prescribe the terms and conditions on which foreign corporations may be admitted to do business in Michigan," approved June 6, 1901, as amended: FIRST. The location of its principal office is The location of its principal place or places of business ..... SECOND. The location of its principal office and the principal place of business in Michigan The names and addresses of the officers or agents of the company in charge of its business in Michigan are THIRD. The authorized capital stock of said corporation is .. Dollars ($.... . . . . . . . ). FOURTH. The total value of the property owned and used by the company in its business, (giving the location and general character, and stating separately the value of its tangible property, of its cash and credits, its franchises, patents, trade-marks, formulas, good will), is FIFTH. The value of property owned and used in Michigan and where situated, showing different kinds as in item fourth SIXTH. The total amount of business transacted during the preceding year SEVENTH. The amount of business, if any, transacted in Michigan EIGHTH. The particular purpose or particular kind of business for which the company desires to be admitted is the following NINTH. Its corporate term will expire IN WITNESS WHEREOF, Said has caused its corporate seal to be affixed and its name to be hereunto attached this A. D. 19.. .. (CORPORATE SEAL.) day of .. STATE OF COUNTY OF By. SS. being duly sworn, depose and say, that they are officers, to-wit, the.. respectively of .... and ; that the foregoing statement, executed in the name and on behalf of said corporation, and under its corporate seal, is true. Sworn to before me and subscribed in my presence, this day of (NOTARIAL SEAL.) My commission expires A. D. 19.... Notary Public. 19... OFFICE OF THE SECRETARY OF STATE. Lansing, Michigan, 19.... From the foregoing statement made by this said and from other facts coming to my knowledge, I find the proportion of the capital stock of the company represented by its prop erty and business in Michigan to be .. authorized capital stock, to-wit, the sum of per cent of its .. dollars, on which the franchise fee of one-half of one mill on each dollar will be the sum of ... dollars. A Corporation Organized Under the Provisions of Act No. 232 of the Public Acts of Michigan of 1903, as Amended. (The following record-from which the names have been omitted-is a copy of the record of organization meetings, prepared by author of this work for a manufacturing corporation organized under his direction. By permission of the company, the entire record with some minor exceptions noted, is herein reproduced as a practical guide in the formation of similar corporations. For convenience in indexing, section numbers have been herein added to the various parts of the record. It embraces section 468 to 472, inclusive. The reason for presenting the record of an actual company is, that is affords an example of practice rather than of theory.) $468. Minutes of First Meeting of Stockholders. The subscribers hereto, being all of the shareholders of Company, a Michigan corporation, do hereby severally waive any and all notice of the first meeting of the stockholders of said corporation, and of all adjournments thereof, and do hereby consent and agree that said first meeting of stockholders may and shall be held at the office of said company in the city of County, State of Michigan, on the eighth day of June, A. D. 1908, at four o'clock in the afternoon of said date. IN TESTIMONY WHEREOF, we have hereunto set our hands this eighth day of June, A. D. 1908. (Signatures.) Pursuant to the foregoing waiver of notice, the first meeting of stockholders of ... Company was held at said office of said company in the city of ... County, Michigan, on the day and hour in said waiver of notice mentioned. There were present in person The articles of association of said Company, a copy of which is attached to this record and marked Document A, were read, and upon motion of ... seconded by said articles of association were unanimously approved and adopted and the president of said company, when elected, was instructed by the same motion and vote to cause the original articles of association to be recorded in the office of the Secretary of State of the state of Michigan, and in the office of the County Clerk in and for the county of .... in said state. A draft of by-laws of and for said. Company was thereupon presented for the action of the meeting by who moved their adoption. Said by-laws consisted of twenty-six consecutive sections, and were read and adopted section by section, and were thereupon unanimously adopted as a whole and ordered spread upon this record. Pursuant to said order a true, original, certified copy of said by-laws is annexed hereto, marked Document B, and is made a part hereof. An election of directors of said company was immediately held by written ballot. and were appointed tellers by unanimous consent. Upon taking said ballot the said tellers reported as follows: . received 1000 votes, received 1000 votes, Each of the persons above named having received unanimous vote of all of the shares of stock of said corporation, the chairman declared said directors of said duly elected .. Company, to hold said office until the next annual election, and until their respective successors shall have been elected. The following resolution was introduced by seconded by WHEREAS, for a period of about twenty-five years last past has been the sole owner of and has successfully conducted that certain unincorporated concern known as Company, and WHEREAS, said unincorporated Company is possessed of merchandise, office furniture and fix tures, shop furniture and fixtures, machinery, and tools, pattern flasks and follow boards, bills receivable, accounts receivable and real estate, both useful and vitally necessary to the contemplated business and purposes of this corporation; and WHEREAS, each of the shareholders of this corporation is personally familiar with the property of said unincorporated Company, and is acquainted. with the value thereof; and WHEREAS, said property, exclusive of trade mark, trade name, patent and established trade is of the reasonable value of ninety thousand dollars ($90,000); and has offered to sell, assign, transfer and set over unto this cor poration the trade mark, trade name, patent, established trade, merchandise on hand, office furniture and fixtures, shop furniture and fixtures, pattern flasks and follow boards, machinery and tools, and also bills and accounts receivable to the amount of fifteen thousand two hundred thirteen dollars and seventyfive cents ($15,213.75) together with lawful conveyance in fee simple, free from encumbrance, of the real estate now occupied by said company, described as lots number three (3), four (4), five (5) and also ten (10) feet off the south end of lot number two (2), all being subdivisions of lot number sixty (60) of the city of ..., in said county of ... as appears by the recorded plat thereof, all of which assets said offers to so assign and convey to this corporation at the price of ninety thousand dollars ($90,000), payable to him in fully paid, non-assessable capital stock of this corporation at par value: NOW THEREFORE, BE IT AND IT IS HEREBY RESOLVED, that the stockholders of this corporation recommend that the board of directors thereof negotiate for and purchase from said .... the property so offered at the price and upon the term above set forth, provided said board of directors shall deem such purchase proper and expedient. The foregoing resolution was unanimously adopted. A recess was then taken, subject to the call of the chair, to enable the organization of the board of directors and the transaction of such business as might properly come before said board at this time. After a brief recess, President reconvened |