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as, the said consent was filed in the office of the said corporation on 190....; and whereas, on
190...., the Board of Directors at a meeting thereof unanimously adopted a resolution changing the said corporation's principal place of business to said
and ordered notice of said change to be published as is by law required; and whereas, such notice was published once a week for three successive weeks in the
.., a daily paper printed and published in said
commencing ......, and ending ......; and whereas, a copy of the resolution of the Board of Directors authorizing said change, together with a copy of the publication of notice of said change, and a copy of the affidavit of publication of said notice, all duly certified by the president and secretary of said ......, has been filed in the office of the county clerk of the said county and in the office of the Secretary of State of said state, and in the office of the county clerk of the county of ....
.....: Therefore, resolved that the principal place of business of the said ......, from and after the adjournment of this meeting, is at said
county; and, resolved, that this board now adjourn to meet on
190...., at its office at said
at .... o'clock A. M.
No. 29.-Consent of Stockholders to any Proposition. (To be
Signed by Stockholders and Entered in the Minute-book.)
KNOW ALL MEN BY THESE PRESENTS, That, whereas, a meeting of the stockholders of the ... ... Company, has been called, to be held at the office of the corporation, at county, California, on ...., 190...., for the purpose of considering the proposition to be submitted at said meeting of said stockholders, whether or not ..... [Here state.proposition.]
And, whereas, it appears to us that such proposed arrangements would be for the best interests of the stockholders of the ... Company, and for ourselves, as such stockholders, and that the same, if effected, will be consistent with the Articles of Incorporation and By-laws of said corporation :
Now, therefore, this is to certify and declare that we do now consent that [here state to what consent is given] shall be made, and we will consent and are hereby consenting to such
if the same be made. Dated at
A. D. 190....
No. 30.-Application for Voluntary Dissolution of a Corpora
In the Superior Court of the County of ., State of Cali
fornia. In the Matter of the Voluntary Dissolution of ....
a Corporation. To the Honorable, the Superior Court of the County of .......
State of California : Now comes the ..... a corporation, by ......, its Board of Directors, heretofore duly elected, qualified, and now acting as such board, and shows to your Honorable Court:
That said ...... is a corporation, heretofore duly organized and now existing under the laws of the State of California, and having its principal place of business at ......,
in the county of ......, State of California:
That a meeting of the stockholders of said corporation was duly called by resolution of its Board of Directors, for the purpose of considering and acting upon the question of winding up the affairs of the corporation, paying its debts, distributing its assets and effecting its dissolution, to be held on the .... day of ......, at .... o'clock .. M., at the office of said corporation, at said town of ... . ; that due notice of the holding of said meeting was given in accordance with the law, by personal service thereof, and by publication for successive weeks prior to said date of meeting, in the ......, a newspaper of general circulation, printed and published in said county of
; That the total number of shares of the capital stock of said corporation is .... all of which were issued and outstand
ing; that on the said .... day of ..... at .... o'clock .. M., and at the place named in said notice, a meeting of stockholders of said corporation was held, whereat were present stockholders holding collectively shares of the said stock; that at said meeting there were duly and unanimously passed and adopted by the affirmative vote of stockholders holding shares, resolutions directing the dissolution of the corporation, the winding up of the affairs, and the distribution of its assets;
That all debts, claims and demands made against said corporation have been fully satisfied and discharged; and that the sole assets of said corporation, subject to distribution among its stockholders consists of ..; that the number of the Board of Directors of this corporation is five and their names are as follows:
Wherefore, your petitioners pray that this Honorable Court will order this petition to be filed with the clerk thereof, and that the clerk give not less than thirty nor more than fifty days' notice of this application by publication thereof in a newspaper printed and published in said county of ... i that after the time published has expired, this Honorable Court may, upon five days' notice to any persons who have filed objections within the time prescribed by section 1231, Code of Civil Procedure, or without notice, if no objections have been filed, proceed to hear and determine this application; and after such hearing, adjudge and declare this corporation dissolved in accordance with the laws in such cases made and provided. And your petitioner will ever pray.
Directors of the Company.
Supp. Corporation Laws-15
State of California,
SS. County of ......,
being duly sworn, deposes and says: That he is one of the Directors of the
the corporation named in the foregoing petition, and as such has been, and now is, the Presi. dent of said corporation; that are the remaining directors of said corporation, and now acting as such Directors with affiant, and that said Directors constitute the full Board of Directors of said corporation. That affiant has heard read the foregoing petition of said corporation for the dissolution thereof, and knows the contents thereof, and that the same is true of his own knowledge, except as to those matters which are within stated on information and belief, and as to those matters he believes it to be true.
Subscribed and sworn to before me, etc.
No. 31.-Order of Publication of Notice of Application for Dis
[Title of Court and Cause.]
On reading the application of the ...... for its dissolution, and the court being satisfied that said application is in conformity with Title VI of Part III of the Code of Civil Procedure of the State of California, it is ordered that the same be filed with the clerk of this court, and that said clerk give thirty days' notice of the said application, by publication once a week during said period in .. a newspaper of general circulation, published in said county of
No. 32.-Certificate of Secretary.
[Title of Court and Cause.
I hereby certify, at a meeting of the stockholders of the
Company, held at its office in the .... day of
190...., regularly called for the purpose of determining whether said corporation should be voluntarily dissolved. and an application for such dissolution made to the court, there
were present ......, owning shares, and owning
... shares of the capital stock, and owning .... shares of the capital stock of said corporation, and which ownership so appears on the books of the corporation. All the shares of said corporation being so present and represented, the following resolution was, upon motion duly made and seconded, carried and adopted by the affirmative vote of all the stockholders of said corporation:
“Resolved: That this corporation be dissolved, and that the Board of Directors of this corporation make application to the superior court of the ...... and county of ......, State of California, for the dissolution of this, to wit, the ......
.... Company, a corporation."
No. 33.-Notice by Clerk of Application for Voluntary Dissolu
[Title of Court and Cause.]
Notice is hereby given that the application of the Company, a domestic corporation, for the dissolution of said corporation, having been presented to above-named court, was on .. 190...., by order of said court filed with the clerk of said court, and said clerk directed to give thirty days' notice by publication of said application. This notice, commencing
.., 190...., will expire with 190...., at any time before which expiration any person may file herein his objections to said application for dissolution.
No. 34.—Decree of Dissolution.
[Title of Court and Cause.]
The voluntary application for dissolution of the Company, a domestic corporation, coming on regularly this day for hearing and determination, the court finds: 1. On
190...., in accordance with the order of the judge of this court, the said ...... Company filed with the clerk of said court its application for its dissolution as a corporation.