[No. 8.] Subscription to capital stock. (Sec. 3244.) CLEVELAND, O., November 5, 1900. We hereby severally subscribe to the capital stock of The Surgical Instrument Manufacturing Company the number of shares written opposite our respective names, and agree to pay therefor the sum of one hundred dollars per share, payable as follows: 10 per cent cash, upon sighing this subscription, and the balance in installments of $- each, payable on the (or in installments, say of 10 per cent, upon call authorized by day of Fifty shares. JOHN SMITH, Fifty shares. Certificate to secretary of state that at least ten per cent is subscribed. (Sec. 3244.) CLEVELAND, O., October 5, 1900. To the Honorable Secretary of State, Columbus, O.: JOHN SMITH, WILLIAM JONES, SAMUEL MILLER, ROBERT ALLEN. NOTE. As stated in the note to Sec. 3244, the above form is sufficient, but as appears by amended section 91 O. L. 304, the incorporators are liable for any deficiency in the 10 per It ought, therefore, to be paid before the certificate is forwarded. cent. [No. 10.] General form of proxy to vote at any stockholders' meeting. (Sec. 3245.) I hereby constitute and appoint John Smith my attorney and proxy, for me and in my name, to vote on all stock held by me in The Ohio Steel Company, on all matters and questions lawfully presented at any stockholders' meeting, as fully as I could do if personally present; and I revoke all former proxies given by me. In witness whereof, I hereunto set my hand, this 19-, at Dayton, O. day of A. D. NOTE.-The stockholder may include in the proxy, directions to vote for certain persons for directors, to cumulate votes, and may also direct for whom to vote, in the organization of the stockholders' meeting. A director as such cannot give a proxy. [No. 11.] Proxy for limited purpose. I hereby constitute and appoint John Smith me and in my name, to vote for directors of (Sec. 3245.) my attorney and proxy, for on all stock held by me in said company, at a stockholders' meeting, to be held on the day of -, A. D. 19-, as fully as I could do if personally present; and I revoke all former proxies given by me for said purpose. 19-, at Cincinnati, O. day of A. D. [No. 12.] Notice of holding first stockholders' meeting. (Sec. 3244.) CLEVELAND, O., November 5, 1900. Notice is hereby given that the first meeting of stockholders of The Surgical Instrument Manufacturing Company, for the election of directors and such other business as may properly be presented, will be held at the office of -, No. -. street, Cleveland, O., on Monday, the 15th day of December, 1900, at 3 o'clock P. M. WILLIAM JONES, [No. 13.] JOHN SMITH, Waiver of above notice. (Sec. 3244.) CLEVELAND, O., November 5, 1900. The undersigned, being all the subscribers to the capital stock of The Surgical Instrument Manufacturing Company, and this day, at three o'clock P. M., personally, or by proxy, as below set forth, present at the first stockholders' meeting to elect directors for said company hereby waive the giving notice of such meeting provided for by law. JOHN SMITH, owning 50 shares. 50 (By JOHN SMITH, his proxy), DAVID BROWN, owning 50 shares. SAMUEL MILLER, ROBERT ALLEN, JNO. ROBINSON, 50 JAMES BLACK, [No. 14.] Minutes of first stockholders' meeting. (Sec. 3245.) CLEVELAND, O., November 5, 1900. Pursuant to the following waiver of notice of the time and place of holding a meeting for the purpose of electing directors of The Surgical Instrument Manufacturing Company, to wit: [copy waiver, with all signatures], the stockholders of said company met at the office of — street, Cleveland, O., at o'clock —, No. M., all the stockholders being present, either personally or by proxy, as follows: John Smith, owning 50 shares. William Jones, owning 50 shares (by John Smith, his proxy). David Brown, owning 50 shares. Samuel Miller, owning 50 shares. James Black, owning 30 shares. Mr. Brown was chosen chairman, and Mr. Miller, secretary. On motion of Mr. Black the following regulations were unanimously adopted (see Form of Regulations for suggestions. In ordinary business corporations it is usual to provide by simple resolution for the most important matters, such as quorum, time of meetings, compensation of officers, etc., without adopting formal regulations): On motion of Mr. Smith, it was resolved that the board of directors of the company consist of five members. An election for directors was then held by ballot, which resulted as follows: John Smith, William Jones, David Brown, Samuel Miller, and Robert Allen, each received 250 votes; and said persons were then duly declared elected as directors, by John Smith, David Brown, Samuel Miller and Robert Allen, who acted as inspectors of election. Said inspectors then appointed the first meeting of the directors to be held on this 5th day of November, 1900, at four o'clock, P. M., at No. —, street, Cleveland, O. Adjourned. Secretary. Chairman. NOTE. The stockholders may cumulate their votes. Sec. 3245. If the stockholders are limited to one vote each, as provided in secs. 3245a and 3245b, the minutes will indicate that each stockholder votes but once, unless the votes are cumulated. [No. 15.] Oath of directors and trustees. (Sec. 3247.) STATE OF OHIO, HAMILTON COUNTY, Ss. Before me personally appeared John Smith, William Jones, David Brown, Samuel Miller, and Robert Allen, directors [or, trustees] of who being first duly sworn, severally say that they will faithfully discharge their duties as directors [or trustees] of said company. JOHN SMITH, DAVID BROWN, SAMUEL MILLER, ROBERT ALLEN. Sworn to before me and subscribed in my presence by said affiants, this day of, A. D. 19—. WILLIAM JOHNSON, Notary public in and for said county. NOTE. This oath should be copied into the records and the original filed for reference; or the original may be written in the record book. [No. 16.] Minutes of first directors' meeting. (Sec. 3247.) CLEVELAND, OHIO, November 5, 1900. Pursuant to the notice given by John Smith, David Brown, Samuel Miller, and Robert Allen, inspectors of election at a stockholders' meeting of The Surgical Instrument Manufacturing Company, held November 5, 1900, at three o'clock P. M., the directors of said company met at No. —, street, in this city at four o'clock P. M., the directors being all present, viz: John Smith, William Jones, David Brown, Samuel Miller, and Robert Allen. An oath faithfully to discharge his duties as director of said company was then taken by each director before William Johnson, notary public. Mr. Smith was chosen chairman, and Mr. Allen, secretary of the meeting. On motion of Mr. Allen, it was resolved that the board proceed to elect the officers provided for by the regulations. An election was then held for president, which resulted as follows: Mr. John Smith received five votes, and he was thereupon declared duly elected president. An election was then held for vice-president, which resulted as follows: Mr. Robert Allen received five votes, and was declared duly elected vice-president. An election was then held for secretary and treasurer, which resulted as follows: Mr. William Jones received five votes, and was declared elected secretary and treasurer. An election was then held for general manager, which resulted as follows: Mr. John Robinson received five votes, and was declared duly elected general manager. [If desired, by-laws may be adopted, assessments called in, next meeting appointed, and other business transacted.] Adjourned. Secretary. Chairman, HOW TO MAKE THE RECORD. The record of the organization should be made up substantially as follows: 1. Copy Articles of Incorporation with all certificates attached. 2. Copy notice or waiver of notice for opening books for subscription to capital stock. 3. Copy the stock subscription. 4. Minutes of first stockholders' meeting, incorporating therein the notice or waiver thereof. 5. Certificate to secretary of state that ten per cent has been subscribed, with his authentication and certificate thereto. 6. Minutes of the first directors' meeting, showing the same to be held in accordance with either a written waiver signed by all the directors, or a notice by the inspectors of election given at the first stockholders' meeting, and that they were duly sworn in. At the first stockholders' meeting the number of directors must be fixed, and regulations may be adopted. At the first directors' meeting officers of course are elected, and by-laws may be adopted, with other business. [No. 17.] Bond for officer. Know all men by these presents, that William Jones, as principal, and John Smith and Robert Allen, as sureties, are held and firmly bound to in the sum of fifty thousand dollars, for the payment of which they severally bind themselves, their heirs, executors and administrators. The condition of this obligation is such that, whereas, the said William Jones has this day been duly elected secretary and treasurer of -: Now, if the said William Jones, his executors or administrators, shall well and truly pay and account for all funds and property of every kind, belonging to said company, which shall come into his hands, and shall pay and deliver to his successor, or other person duly authorized to receive the same, all moneys and property of every kind in his hands and owned by said company, and shall in every respect honestly and faithfully discharge his duties as such officer, then this obligation shall be null and void, otherwise to be in full force. This obligation shall remain in force so long as said William Jones continues to hold the office of secretary and treasurer by subsequent election or appointment thereto. In witness whereof, they hereunto set their hands, at Toledo, Ohio, this A. D. 19-. JOHN SMITH, [No. 18.] Regulations for a corporation formed for profit. (Secs. 3249, 3252.) ARTICLE I. Meetings of stockholders. The annual meeting of the stockholders shall be held at the office of the company, in on the first Monday in March of each year; and special meetings may be held at such times and places as may be ordered by the board of directors. Notice of such annual and special meetings shall be given to each stockholder appearing as such on the books of the company, by duly mailing the same to his address twenty days prior to the date of such meeting. Three-fourths of all the stockholders shall constitute a quorum. ART. II. Election of directors. The election of directors shall take place at the annual meeting of stockholders, or at a special meeting called for that purpose, and shall be by ballot; provided, that if such election be not held at an annual or special meeting, it may be held at a stockholders' meeting at which all stockholders are present in person or by proxy. Directors shall be elected for one year, and shall continue in office until their successors are elected and qualified. The number of directors shall be determined by resolution of the stockholders, but shall not be less than five nor more than fifteen. ART. III. Election of officers. The officers of the company shall be a president, vice-president, secretary and treasurer, and general manager, and they shall be paid such compensa tion as the board of directors may determine. Such officers shall be elected for one year, or until their successors are elected and qualified. ART. IV. Duties of president and vice-president. It shall be the duty of the president to preside at all meetings of stockholders and directors, to sign the records thereof and all certificates of stock, and in general to perform all the duties usually incident to such office, or which may be required by the stockholders or directors. It shall be the duty of the vice-president to perform all the duties of the president, in case of the latter's absence or disability. ART. V. Duties of secretary. It shall be the duty of the secretary to keep an accurate record of the acts and proceedings of the stockholders and directors; give all notices required by law and the acts of the stockholders and directors; keep proper books of accounts and books for transfer of stock; issue and attest all certificates of stock; on the expiration of his term of office, deliver all books, papers and property of the company in his hands to the president or his successor; and in general to perform all the duties usually pertaining to the office. ART. VI. Duties of treasurer. The treasurer shall receive and safely keep all money and choses in action belonging to the company, and disburse the same, under the direction of the board of directors; shall keep accurate account of the finances of the company, in books specially to be provided by him for that purpose, and hold the same open for inspection and examination of the directors and any committee of stockholders appointed for such inspection, and shall present abstracts of the same at the annual meetings of stockholders, or at any other meetings, when requested; shall give bond in such sum and with such security as the board of directors may require for the faithful performance of his duties; and on the expiration of his term shall deliver all money and other property of the company in his hands to his successor or the president. The offices of secretary and treasurer may be held by one and the same person. ART. VII. Duties of general manager. The duties of the general manager shall be to superintend and control the shops and warehouses of the company and the manufacture and sale of its products, under the direction of the board of directors; to keep accurate accounts of all property passing through his hands, and to do all things incident to such office or required by said board of directors. ART. VIII. Regulations amended, etc. These regulations may be adopted, repealed, or amended by the assent thereto in writing of two-thirds of the stockholders. ART. IX. Transfers. Transfers of stock can only be made on the books of the company, in person or by proxy, in the presence of the president or secretary, on surrender of the previous certificate and payment of all dues on the same; provided, that if a certificate be lost or destroyed, a duplicate may be issued by special order of the board of directors, upon satisfactory proof of such loss or destruction, and the giving of a suitable bond of indemnity against loss by reason thereof. The transfer books shall be closed for thirty days next preceding each annual meeting or special meeting of stockholders. ART. X. Proxies. A stockholder may, through a written proxy, authorize another to vote for him at all stockholders' meetings, but the person so authorized must himself |