(5) Report of officers and directors filed in the office of secretary of state of New Jersey.

(6) Certificate of authorization to New Jersey agent.

No further business was presented and on motion the meeting adjourned.

Secretary.

Form 200.

WAIVER OF NOTICE OF FIRST MEETING OF DIRECTORS.

We, the undersigned, being the board of directors elected by the stockholders of the Company, organized under the laws of the state of New Jersey, do hereby waive notice of the time and place of the first meeting of the said board of directors, and of the business to be transacted at said meeting.

as the place of said meeting. The purposes of said meeting being to elect officers to authorize the issuing of the stock of the said company, to authorize the purchase of property necessary for the business of the company, and to transact such other business as may be necessary or advisable to complete the organization of said company and facilitate the carrying on of its contemplated business.

above named, being by me duly sworn upon his oath deposes and says that he will faithfully discharge the duties of secretary of the aforesaid corporation to the best of his skill and ability.

the

Company, a corporation of the State of New

Jersey, its successors and assigns, in the sum of

dollars ($ ), lawful money of the United States, to be paid to such corporation, its successors and assigns, for which payment, well and truly to be made, we bind ourselves, our executors and administrators, jointly and severally, firmly by these presents.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 190

The condition of the above obligation is that,

WHEREAS the said

has been duly elected and is about to enter upon the duties of his office as treasurer of the above-named company;

Now, THEREFORE, if he shall in all respects fully and faithfully discharge his duties as such treasurer, so long as he shall hold the said office or continue therein during the term for which he is now or may hereafter be elected, appointed, or hold over, and also, if, in case of his death, resignation or removal from office from any cause, all the books, papers, vouchers, money or other property of whatever kind in his possession belonging to the corporation, shall be forthwith restored to the corporation, then this obligation is to be void, otherwise to be in full force and. virtue.

Signed, sealed and delivered in the presence of

[Attach and cancel 50-cent internal revenue stamp.]

[L. S.] [L. S.]

a corporation organized under the laws of the State of New Jersey (hereinafter called the "company"), of the second part.

WHEREAS, the vendor

rights hereinafter described; and

the owner of the property and

WHEREAS, the company has been duly organized pursuant to the laws of the State of New Jersey, with an authorized capital stock of divided into shares of the par value of $ each; and

$

WHEREAS, the company desires by an issue of shares of its capital

stock as hereinafter provided, to purchase and acquire said property and rights; and

dollars ($

WHEREAS, the board of directors of the company have ascertained, adjudged and declared that the said property and rights are of the fair value of ), and that the acquisition of said property and rights is necessary for the business of the company and to carry out the objects of its incorporation;

NOW, THEREFore, this agrEEMENT WITNEsseth:

I. That the vendor ha sold, assigned, transferred and set over and do hereby sell, assign, transfer and set over unto the company, its successors and assigns, all right, title and interest in and to the following described property, to wit: [Insert description of property.]

II. The company hereby agrees, in consideration of said sale and upon the delivery of said property to it, to issue to the vendor and nominees as hereinafter provided, or to such other nominees as the vendor shall in writing hereinafter direct, at such times and in such amounts as they shall respectively direct, certificates of stock of the company to the aggregate amount of shares, and said shares shall

be deemed to be and are hereby declared to be full-paid shares, and not liable to any further call or payment thereon.

III. Certificates of said stock shall be issued in part as follows: [Here insert names of incorporators and number of shares subscribed by each.]

IV. The balance of the certificates of said stock shall, unless otherwise directed in writing be issued as follows: [Insert names of persons to whom stock is to be issued.]

V. The delivery of the certificates for said shares to the abovenamed parties and their respective receipts for the same shall be a full discharge of each of the parties hereto to the extent thereof.

It is understood and agreed that the shares to be issued to the parties named in paragraph III hereof are the shares subscribed by the incorporators of the company, as set forth in the certificate of incorporation.

VI. The vendor hereby covenant and agree with the company, upon the request and at the cost of the company, to execute and do all such further assurances and things as shall reasonably be required by the company for vesting in it the property and rights agreed to be hereby sold, and giving to it the full benefit of this agreement.

[A clause is often inserted by which the vendors covenant not to engage in a competitive business for a number of years and within a prescribed area. The following clause: "That the said parties of the second part, during the term of fifteen years, will not, in Chicago, or any place within two hundred miles thereof, engage or carry on, or permit their names to be used in carrying on the business of public or private stock yards," has been held to be valid as a reasonable restraint of trade. Ellerman v. Chicago Junction Rys., &c., Co., 49 N. J. Eq.,217. For other cases as to restraint of trade see p. 164 ante.]

WITNESS the hand and seal of the vendor and the corporate seal of the company attested by the signature of its officers thereunto duly author ized, the day and year first above written.

Secretary.

Form 204.

CERTIFICATE TO BE FILED WITH BANK.

"RESOLVED that the treasurer be and he hereby is authorized to open a bank account in behalf of the company with the

"Bank of

"Further RESOLVED that until otherwise ordered, said bank be and "hereby is authorized to make payments from the funds of this company "on deposit with it upon and according to the check of this company signed by its ."

64

day of

Company,

hereby certify that the foregoing is a full and true copy of a resolution of the board of directors of said company duly passed at a duly convened meeting of said board held on the 190, as taken from and compared with the original resolutions as recorded in the minute book of the Company.

WITNESS my hand and the seal of the company, this

του .

day of

"RESOLVED that the

"is appointed the agent of this company, in charge of the registered

Trust Company be and hereby

"office, and upon whom process against this company may be served, "in accordance with the laws of New Jersey, and transfer agent of the "shares of stock of this company.

"FURTHER RESOLVED that the

Trust Company may

Esq., the

apply to and act upon the instructions of "counsel of this company, in respect to any legal questions arising in "connection with said agency."

I,

the secretary of

have compared the foregoing resolution with the original thereof as recorded in the minute book of said company, and do hereby certify the same to be a correct and true transcript therefrom and the whole of said original resolution.

Given under my hand and the seal of the company, this

day of

ASSESSMENT AND PAYMENT OF CAPITAL STOCK:

Form 206.

[Section 22, p. 42, ante.]

NOTICE OF ASSESSMENT OF STOCK.

Notice is hereby given that by resolution of the board of directors, duly authorized by the stockholders, an assessment of

per cent. on

the capital stock of the for, payable to

street,

Company, is now called

Checks should be drawn to the order of the treasurer.

By order of the board,

Secretary.

[Unless the subscribers waive such notice, it is necessary to give thirty days' notice of the time and place of payment of each installment as called by the directors. This notice may be served on the subscribers personally or by mail, or it may be published in a newspaper in the county where the principal office is located.]

Form 207.

[Sections 23, 24, p. 43, ante.]

NOTICE OF SALE OF STOCK FOR NON-PAYMENT OF ASSESS

Notice is hereby given that pursuant to an order of the board of directors, and in pursuance of the statute in such case made and provided, the undersigned, as treasurer of the

Company,