By-laws.

Waiver of notice of this meeting.

Proxies voted on at this meeting.
Oath and report of inspectors.
Transfers of subscription.

Waiver of notice of assessment.

Secretary of the Meeting.

Form 381.

[Section 16.]

WAIVER OF NOTICE OF MEETING OF INCORPORATORS AND SUBSCRIBERS.

We, the undersigned, incorporators and subscribers to the stock of the Company, a corporation under the laws of the State of New Jersey, hereby waive notice of the time, place and purpose of the first meeting of the corporation, and fix the day of o'clock in noon, as the time, and the registered office of the company, 525 Main Street, East Orange, N. J., as the place of said meeting.

the

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And we hereby waive all the requirements of the statutes of New Jersey as to notice of said meeting, and publication thereof; and consent to the transaction of such business as may come before said meeting.

proxy, with full power of substitution and revocation, to vote for and on behalf of the undersigned at the first meeting of the corporation to be held 190 and at any adjournment

Form 383.

TRANSFER OF SUBSCRIPTION.*

The undersigned, for good and valuable considerations received, has sold, assigned, transferred and set over, and by these presents does sell, assign, transfer and set over unto

the right, title and interest of the undersigned as a subscriber to and an incorporator of the Company, to the extent of shares of the capital stock thereof, and hereby requests and directs the said company to issue the certificate for said shares to the aforesaid transferee or his nominee or assigns.

This transfer to take effect upon the acceptance thereof by the company, the undersigned meanwhile retaining the right to vote upon said shares.

severally sworn, upon their respective oaths do depose and say that they will faithfully, honestly and impartially perform the duties of inspectors of election at the election to be held this day for directors of the Company, and a true report make

The undersigned, inspectors of election, report that having taken an oath impartially to conduct the election of directors of the above named company, we did receive the votes of the stockholders by ballot, and that the following persons received the number of votes set opposite their respective names, to wit: For Directors.

Number of Votes.

Dated

Inspectors.

*Validity affirmed, Manchester St. R. R. Co. v. Williams, 52

Atl. Rep., 461.

Form 385.

[See note to Section 22.]

WAIVER OF NOTICE OF ASSESSMENT.

We, the undersigned, hereby waive thirty days' notice of the time and place of the payment of our respective subscriptions to the capital stock with which the Company begins

business, and also waive all the requirements of the laws of New Jersey as to notice of assessment and payment thereof, and we agree to pay the same to the treasurer of the company in such amounts and at such time or times as the board of directors may require.

Dated

Form 386.

MINUTES OF FIRST MEETING OF DIRECTORS.
The first meeting of the board of directors was held at

Present, Messrs. (Insert names of directors present), constituting a quorum of the board.

Mr.

and Mr.

the meeting.

was chosen temporary chairman

was appointed secretary of

The secretary presented and read a waiver of notice of the meeting, signed by all the directors, and the same was ordered filed.

The minutes of the first meeting of incorporators were read and approved.

The following gentlemen were duly elected officers of the company to serve for one year and until their successors are elected and qualify:

President:

Vice-President:

Secretary:

Treasurer:

The president thereupon took the chair.

It was ordered that the secretary take the oath of office and subscribe the written oath in the form presented at this meeting. The secretary thereupon took and subscribed the oath and entered upon the discharge of his duties.

It was ordered that the treasurer give a bond in the sum of

dollars, in the form presented at this meeting, which was approved by the board, and submit said bond to the board for approval as to the sufficiency of the surety.

The treasurer thereupon presented his bond signed by himself as principal and by as surety, and the same was ap

proved and ordered to be filed.

Upon motion, duly seconded, it was

[L. S.]

RESOLVED that the seal presented at this meeting, an impression of which is directed to be made in the margin of the minute book, be and the same hereby is adopted as the seal of this corporation.

RESOLVED that the president and treasurer be and they hereby are authorized to issue certificates of stock in the form submitted to this meeting.

RESOLVED that the stock book and transfer book presented at this meeting be and the same hereby are adopted as the stock book and transfer book, and the secretary is hereby directed to send the same to the registered office, to be kept there as required by law. Upon motion, duly made and seconded, it was

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

of

Bank

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

Upon motion, duly made and seconded, it was

RESOLVED that an office of the company be established and maintained at in the City of State of and that meetings of the board of directors from time to time may be held either at the registered office in New Jersey, or at such office in the City of

board of directors shall from time to time order.

or elsewhere, as the

Upon motion, duly made and seconded, it was
RESOLVED that this company accept the offer of

to sell

to this company the property described in the draft agreement presented at this meeting, and the board of directors do hereby adjudge and declare that said property is of the fair value of

dollars, and that the same is necessary for the business of this company.

and

FURTHER RESOLVED that the draft agreement for the sale of said property presented at this meeting be, and the same hereby is approved and the of the company are hereby authorized and directed to execute said agreement in the name and on the behalf of this company and to affix the corporate seal thereto.

FURTHER RESOLVED that the president and treasurer be, and they hereby are authorized and directed to issue certificates of the full paid capital stock of this company to the aggregate amount of dollars as provided in said agreement.

Upon motion, duly made and seconded, it was

RESOLVED that an asssessment of one hundred per cent. be levied upon the shares of stock subscribed by the incorporators, as evidenced by the certificate of incorporation.

FURTHER RESOLVED that payment of said subscriptions and assessment be deemed to be made by the property agreed to be sold to the company as set forth in the preceding resolution, it having been agreed between the vendor and the incorporators that the stock to be issued to the vendor and his nominees under said agreement should include the stock subscribed by the incorporators.

Upon motion, duly made and seconded, it was

RESOLVED that the proper officers of this company be, and they hereby are authorized and directed in behalf of the company, and under its corporate seal, or otherwise, to make and file the certificate or statement required by law to be filed in any state in which the officers of the company shall find it necessary to file the same to authorize the company to transact business in such state.

The secretary was ordered to prepare, have executed by the proper officers, and cause to be filed in the office of the Secretary of State of New Jersey the report of officers, directors, etc., required by Section 43 (as amended) of "An Act Concerning Corporations (Revision of 1896)," of New Jersey.

On motion the meeting adjourned.

A true copy of each of the following papers referred to in the foregoing minutes is appended to the minutes of this meeting: Waiver of notice of this meeting.

Secretary's oath.

Treasurer's bond.

Form of stock certificate.

Report to Secretary of State.

Agreement.

Form 387.

WAIVER OF NOTICE-FIRST MEETING OF THE BOARD OF

DIRECTORS.

We, the undersigned, directors of the

Com

pany, a corporation under the laws of New Jersey, hereby waive notice of the time and place of the first meeting of the board of directors, and of the business to be transacted at said meeting. day of

We designate the

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