22. STOCK CERTIFICATES.-The shares of stock of this corporation shall be evidenced by certificates numbered consecutively from I upward, and in such form as shall be adopted by the board of directors. Said stock certificates, prior to their issue, shall be kept in bound books, attached to suitable stubs, and in no case shall any such certificate be signed in blank by any officer of this corporation. It shall be the duty of the secretary to keep upon the stub (or securely attached thereto) of each certificate issued, a written receipt for such certificate signed by the person in whose name such certificate was issued, or by such person's authorized agent. When any certificate shall have been surrendered up for reissue, the secretary shall write or stamp across the face thereof the word "Cancelled," together with the date of surrender, authenticated by his initials, and he shall immediately securely attach the surrendered certificate so marked, to the Stock Certificate Book stub from which said certificate was originally taken. It is expressly declared to be the duty of the secretary to keep upon the stub of each stock certificate issued, the date of issue, number of shares, and the name of the person to whom issued, together with such other data as shall clearly describe the certificate, and no stock certificate shall be detached from its stub until such memoranda shall have been completed. 23. TRANSFER OF STOCK.-All transfers of stock of this corporation shall be made upon the corporate books by the holder of the shares in person, or by attorney, and no transfer shall be deemed complete and binding upon the company until the certificate or certificates evidencing the shares transferred shall have been surrendered to the company, properly endorsed, and a new certificate or certificates shall have been issued in the name of the transferee. No transfer of stock shall be made upon the books of the company during a period of ten days next preceding the date set herein for the holding of any annual meeting of the stockholders. 24. LOST CERTIFICATES.-Any person claiming to have lost any certificate of stock of this corporation, by any means whatsoever, upon making proof of such loss to the satisfaction of the board of directors, and upon indemnifying this corporation by bond in such amount and with such sureties as shall be approved by the board of directors, shall be issued, in lieu of such lost certificate, another certificate, marked, "DUPLICATE CERTIFICATE. ORIGINAL LOST." and all certificates evidencing reissues and transfers of the shares represented by such lost certificate shall be marked in like manner, until the lost certificate shall be recovered and delivered up to this corporation for cancellation, unless said marking requirements shall be waived by resolution of the board of directors. 25. DIVIDENDS.-Dividends, when earned and declared upon the stock of this corporation shall be payable at such time or times, and in such manner, as shall be provided by resolution of the board of directors. The board of directors are hereby empowered to apply all, or so much as they shall see fit, of any dividend or dividends at any time accrued to any stockholder of this corporation in payment, in whole or in part, of any matured indebtedness due and owing from such stockholder to this corporation. 26. AMENDMENTS.—The stockholders of this corporation may, by a majority vote of a quorum present at any annual meeting, or at any special meeting having that purpose mentioned in the notice thereof as one of said meeting's objects, alter, amend or repeal these by-laws, or any of them. Secretary of .... I, ... Company, do hereby certify that the foregoing by-laws, consisting of sections numbered consecutively from 1 to 26, both numbers inclusive, as herein recorded, are the full, true, exact and authentic by-laws adopted by the stockholders of said corporation at the first stockholders' meeting thereof, held on the 8th day of June, A. D. 1908. IN WITNESS WHEREOF, I have hereunto set my hand, this 8th day of June, 1908. Secretary. §471. Minutes of First Meeting of Board of Directors. MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS. ..COMPANY The subscribers hereto, being all of the directors of Company, a Michigan corporation, do hereby severally waive any and all notice of the first meeting of the board of directors of said corporation, and of all adjournments thereof, and do hereby consent and agree that said first meeting of said board of directors 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 4:30 o'clock in the afternoon of said day. IN WITNESS 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 the board of directors of Company was held at the 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, members of said board of directors. chosen temporary chairman, and temporary secretary. the following result: being all of the was was chosen An election was immediately held with was chosen President of said corporation; was chosen Vice-President of said corporation; was chosen Secretary of said corporation; was chosen Treasurer of said corporation; The result of said election was announced by the chairman. as above set forth, each of said persons having been unanimously elected. It was moved by and seconded by that the First National Bank of Michigan, be selected as the depository of the funds of this corporation. Carried. Cash subscriptions to the amount of ten thousand dollars ($10,000) were thereupon paid over to the treasurer by the following named persons, and in the amounts set opposite their respective names, to-wit: Company; and WHEREAS, said has offered to sell and convey by warranty deed free from encumbrance, to this corporation, certain real estate now used by said unincorporated Company consisting of lots numbered three (3), four (4), five (5) and also ten (10) feet off the south end of lot numbered two (2), all being sub-divisions of lot numbered sixty (60) of the city of .. County, Michigan, as appears by the recorded plat thereof, at a price of nine thousand eight hundred sixty-six dollars and eighty cents ($9,866.80); and WHEREAS, said .... has offered to sell, transfer and deliver unto this corporation all of the office furniture, fixtures, appliances, stationary and supplies of said unincorporated Company, at a price of one thousand two hundred fifty-seven dollars and sixty-four cents ($1,257.64); and has offered to sell, WHEREAS, said ... transfer and deliver unto this corporation all of the shop furniture and fixtures of every description of said unincorporated .. Company at a price of six hundred forty-five dollars and twenty-five cents ($645.25); and WHEREAS, said .. .... has offered to sell, transfer and deliver unto this corporation all of the patterns, flasks and follow boards of said unincorporated .... Company, at a price of six thousand seven hundred sixty-seven dollars ($6,767); and WHEREAS, said. has offered to sell, transfer and deliver unto this corporation all of the machinery and tools of every description of said unincorporated... Company at a price of six thousand three hundred sixty-two dollars and fourteen cents ($6,362.14); and WHEREAS, said .... has offered to sell, transfer and deliver unto this corporation all of the merchandise, including manufactured goods, goods in process of manufacture and raw material of said unincorporated .. Company, at a price of forty-nine thousand, eight hundred eighty-seven dollars and forty-two cents ($49,887.42); and WHEREAS, said ... ... has offered to sell, transfer and deliver unto this corporation bills receivable and accounts receivable of said unincorporated Company, to the amount of fifteen thousand two hundred thirteen dollars and seventy-five cents ($15,213.75), to be selected by the members of this board of directors from the mass of the bills receivable and the accounts receivable of said unincorporated Company, which accounts and bills receivable so selected said personally guarantees in writing shall be collected within one year from and after this date at the full net amount of fifteen thousand two hundred thirteen dollars and seventy-five cents $15,213.75), and which accounts are now unmatured and to fall due, and are so offered at a price of fifteen thousand two hundred thirteen dollars and seventy-five cents ($15,213.75); and WHEREAS, said ... has offered, in connection with the purchase of the items of property above mentioned, to sell, transfer and deliver unto this corporation with out charge, and in consideration of purchase by this company of the items above mentioned, all and singular the trade mark, trade name, patent, established trade and good will of said unincorporated .. Company, of which he is. at the date hereof, the sole owner; and WHEREAS, said items of property are all deemed necessary for the attainment of the purposes for which this corporation has been organized; and WHEREAS, the purchase of all of said property has been recommended by a resolution of the stockholders of this corporation, provided this board shall deem such purchase proper and expedient; and WHEREAS, Such purchase is deemed by this board to be proper and expedient, and the prices above set forth are deemed fair and reasonable; and |