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According to a late decision of our supreme court (38 Ohio St. 281), corporatious in this state are of two general classes, viz.:
1. Those organized for profit.
In preparing the following forms, the authors found it no small task to determine to which class some organizations ought to belong, and the distinction is so vague that the supreme court has already been asked in several cases to solve the conundrum.
It will not be strange, therefore, if some of the forms here given are not properly classified. If so, it will make little difference, as the forms are all indexed and believed to be sufficient in each case.
The arrangement of the law in the Revised Statutes is not the most obvious, although a vast improvement over the old statutes, where there was no effort at any kind of system. For instance, in the present statutes, there is a chapter headed “Creation of Corporations and General Provisions;" then follow sixteen chapters on certain classes of corporations, such as "Railroads," "Union Depot Companies,” etc. After all that is a chapter entitled “Powers of Certain Corporations," with ninety-two sections, defining the "powers of many corporations not provided for anywhere in the Revised Statutes specifically. It is, however, assumed that such companies now exist as formed under prior statutes, and that they may still be formed under the present laws. Take, for example, section 3827, providing certain regulations for "Boards of Trade'' and 'Chambers of Commerce, when their creation is not anywhere provided for. In order to understand such cases, reference has been made in the forms to the original statutes, not as authority now, but to show what is necessarily meant by such companies. Where necessary, explanatory notes have been added to this class of forms, which are under the head of “Miscellaneous.”
The "Regulations" and "By-laws' are of course only suggestive in a very general sense. It is believed that stockholders
and members of companies having no stock have not hitherto exercised the direct control over corporations to which they are entitled under the laws and which their interests require.
The subject of annual and other meetings of stockholders and members has been carefully considered with the new principle of cumulative voting (pp. 25, 600), through which surprising results are sometimes worked out by enterprising minorities.
The statutes authorize corporations to adopt regulations. Such regulations are not adopted by the directors or trustees, but by the stockholders or members themselves, who are superior to the directors or trustees. The latter may adopt by-laws, but not inconsistent with the regulations. Of course, if there exist no regulations, the by-laws may control the company for all practical purposes.
The forms of mortgage and bonds of corporations, with proceedings authorizing the same, and the petition for dissolution of corporations under the statute, with forms of decrees and entries, are not strictly within the scope of this book; but they are here given for convenience.
Forms for subjecting stockholders to payment of their "second" liability, for pleadings in quo warranto, mandamus, and other remedies connected with corporations, are contained in works on pleading, and therefore omitted here.
A. T. BREWER,
G. A. LAUBSCHER. September 20, 1900.
[No. 1.) Articles of incorporation for a manufacturing company.
(Sec. 3236.) These articles of incorporation of The (Surgical Instrument Manufacturing) Company, Witnesseth, That we the undersigned (all, or a majority), of whom are citizens of the State of Ohio, desiring to form a corporation, for profit, under the general corporation laws of said state, do hereby certify:
First. The name of said corporation shall be The (Surgical Instrument Manufacturing) Company.
Second. Said corporation is located at (Cleveland) in (Cuyahoga) county, Ohio, and its principal business there transacted.
Third. Said corporation is formed for the purpose of (manufacturing, purchasing, and dealing in medical and surgical instruments, appliances and supplies, and all things incident thereto).
Fourth. The capital stock of said corporation shall be (fifty thousand) dollars ($
- ), divided into (500) shares of (one hundred) dollars ($ each. In witness whereof, we have hereunto set our hands this
day of 19
WILLIAM JONES, DAVID Brown, SAMUEL MILLER,
[No. 2.] Acknowledgment of articles of incorporation. (Sec. 3236.) THE STATE OF OHIO, COUNTY, ss.
Personally appeared before me, the undersigned, a notary public, in and for said county, this
— A. D. 19—, the above named John Smith, William Jones, David Brown, Samuel Miller, and Robert Allen, who each severally acknowledged the signing of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes therein mentioned. Witness my hand and official seal on the day and year last aforesaid.
Notary Public in and for said county.
[No. 3.] Certificate of clerk of common pleas court, to be attached
to articles of incorporation. (Sec. 3238.) THE STATE OF OHIO, COUNTY OF
1, — clerk of the court of common pleas, within and for the county aforesaid, do hereby certify that whose name is subscribed to the foregoing acknowledgment, as a —, was at the date thereof a in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to said acknowledgment is genuine.
In witness whereof, I have hereunto set my hand and affixed the seal of said court, at this day of
A. D. 19
[No. 4.] Certificate by secretary of state, to be attached to copy of
articles of incorporation. (Sec. 3238.) UNITED STATES OF AMERICA, OHIO, OFFICE OF THE SECRETARY OF STATE:
1, —, secretary of state of the State of Ohio, do hereby certify that the foregoing is a true copy of the certificate of incorporation of -, filed in this office on the day of -, A, D. 19-, and recorded in volume page — of the records of incorporation.
In testimony whereof, I have hereunto subscribed my name and affixed my seal of office, at Columbus, the
A. D. 19
Secretary of State.
(No. 5.) Articles of incorporation for a corporation not for profit.
(Sec. 3236.) These articles of incorporation of : Witnesseth, that we, the undersigned, (all, or a majority) of whom are citizens of the State of Ohio, desiring to form a corporation not for profit, under the general corporation laws of said state, do hereby certify:
First. The name of said corporation shall be
Second. Said corporation shall be located, and its principal business transacted at in
county, Ohio. Third. The purpose for which said corporation is formed is
In witness whereof, we have hereunto set our hands, this - day of
FORM OF ACKNOWLEDGMENT.
- A. D. 19—, personally appeared before me, the undersigned, a within and for said county, the above named —, who each severally acknowledged the signing of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes herein mentioned. Witness my hand and official seal on the day and year last aforesaid.
(No. 6.] Notice of opening books for subscription to capital stock, to
be published at least thirty days previously. (Sec. 3242.) NOTICE OF OPENING BOOKS FOR SUBSCRIPTION TO CAPITAL STOCK OF THE
SURGICAL INSTRUMENT MANUFACTURING COMPANY. Notice is hereby given that books for subscription to the capital stock of said corporation will be opened at the office of
street, Cleveland, O., on Monday, the 15th day of December, A. D. 1900.
WILLIAM JONES, DAVID BROWN, SAMUEL MILLER,
ROBERT ALLEN, CLEVELAND, O., November, 5, 1900.
Incorporators. Note.- Above notice may be given by all incorporators or by a majority of them.
CLEVELAND, O., November 5, 1900. The incorporators of the Surgical Instrument Manufacturing Company hereby waive giving notice of opening books for subscription to the capital stock of said corporation.
Incorporators. Note.—This waiver can be made only by all the incorporators.