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2. In accordance with the order of the judge of this court, the clerk of said court has given thirty days' notice of said application for dissolution by publication in the paper of general circulation printed and published in said county of ......, which thirty days' notice and said publication thereof was completed and expired on 190.....
3. No objection to said application for dissolution has at any time been filed herein.
4. All the allegations and statements in said application for dissolution made are true, and to this court, by the evidence introduced herein, have been shown so to be.
Wherefore, it is ordered, adjudged and decreed that said corporation, the ...... Company, be, and the same hereby is, and is declared to be dissolved.
And it further appearing to the court from the evidence introduced herein that the Board of Directors of said corporation under its articles of incorporation consisted of .... members, but that at and prior to the making, presentation and filing of said application for dissolution as aforesaid, and ever since the members of said board had by resignation and disqualification through nonownership of any share of the capital stock of said corporation, been reduced to .... members, namely,
....., and ... ..., they then and now constituting the Board of Directors of said corporation.
And it also appearing to the court herein that the capital stock of said corporation is divided into .... shares, and said shares are now owned and held as follows: ... of said shares by said of said shares by .....
... of said shares by It is hereby ordered and decreed that said
and are entitled to be, and by the court are herein appointed, trustees for the stockholders of said corporation, with power and direction to settle all the affairs of said corporation, and to distribute and convey all the property of said corporation to its said stockholders, severally or as tenants in common, in proportion to the number of shares owned and held by said stockholders when such distribution and conveyance shall be made. Date] .
No. 341. Minutes of Organization Meeting.
ORGANIZATION MEETING OF THE
Meeting of the persons named as Directors in the Articles of Incorporation of the ...... Company.
Pursuant to notice, duly given, a meeting of the persons named as Directors in the Articles of Incorporation of the
Company was held this .... day of ......, 190...., at o'clock at the city of ......, State of California.
At this meeting all of the persons so named were present, viz.:
was called to the chair, and Mr. quested to act as temporary Secretary.
Mr. ......, in the chair, announced that the certificate of incorporation of the company having been duly issued from the office of the Secretary of State of the State of California, the object of the meeting was to organize the company and the Board of Directors by the election of officers as required by law. Mr.
nominated ...... for President. No other nominations being made, on motion of Mr.
seconded by Mr. ......, the ballot was dispensed with, and unanimously declared duly elected President of the company, and thereupon took his seat as President of the company and of the Board of Directors,
Mr. ...... then nominated Mr. ...... for Vice-president. No other nominations being made, on motion, duly seconded, the ballot was dispensed with and Mr. was unanimously declared duly elected Vice-president of the company.
Mr. ...... then nominated Mr. ... for Secretary. No other nominations being made, on motion, duly seconded, the ballot was dispensed with and Mr. was unanimously declared duly elected Secretary of the company.
Mr. ...... then nominated Mr. ...... for Treasurer. No other nominations being made, on motion, duly seconded, the
ballot was dispensed with and Mr. ...... was unanimously declared duly elected Treasurer of the company.
The President then suggested that as the stockholders or subscribers for stock were present, further proceedings for the meeting be suspended and a stockholders' meeting be called and held forthwith.
On motion, duly seconded, it was unanimously
Resolved: That a meeting of the stockholders of the company be, and is hereby, called to be held this .... day of ......, A. D. 190...., at the hour of .... o'clock .. at the city of
State of California.
No. 35.—Minutes of Stockholders' Meeting. FIRST STOCKHOLDERS' MEETING OF THE
COMPANY. We, the undersigned, the stockholders and subscribers for stock of the ...... Company, being the owners and holders of all the subscribed capital stock of said company, viz.:
do hereby give our written consent to the holding of this first stockholders' meeting of the .. Company, this day of .... A. D. 190...., at the hour of .... o'clock, at the ......, State of California, and we do hereby certify that all the stockholders and subscribers for stock of said company are at this meeting now here present.
In witness whereof, we have hereunto subscribed our names this ...... day of
A. D. 190.....
Pursuant to call and notice duly given, and the above written consent, this, the first meeting of the stockholders of the
Company, was held on this .... day of ......, A. D. 190...., at .... o'clock ...., at the State of California.
Present: ...... shares, owned, held and represented as follows, viz.:
being all of the shares of the subscribed capital stock of the company. Mr.
President in the chair. The Secretary read the minutes of the meeting of the persons named as Directors in the Articles of Incorporation, which, on motion, duly seconded, were approved.
The President announced that the first business of the meeting was the adoption of a code of By-laws for the government of the company and its officers.
Mr. .... presented a code of By-laws, which were read, and on motion of Mr. .., seconded by Mr. adopted as By-laws of the company, and ordered to be engrossed in the company's book of By-laws.
There being no further business before the stockholders, on motion, the meeting adjourned.
No. 36.-Minutes of the First Meeting of Directors.
DIRECTORS' MEETING OF THE Immediately after the adjournment of the meeting of the stockholders of the .. Company, held this .... day of
the Board of Directors named in the Articles of Incor
poration, consisting of
assembled at the office of ......, Esq., at
county, California, on
190...., at .... o'clock P. M. On motion, duly made and carried, the salary of the President was fixed at ...... dollars per annum, all of the Directors present at said meeting, except said beneficiary, voting for and in favor of such compensation.
On motion, duly made and carried, the salary of the Seeretary was fixed at ...... dollars per month for the ensuing vear, all of the Directors, except said beneficiary voting for and in favor of said motion.
The code of By-laws of the corporation, as entered in the book of By-laws on pages ...
inclusive, was certified to by each member of the Board of Directors, and by the Secretary of the corporation. On motion, duly made and carried, room ...., on the
.... floor of the ......, in the town of ......, California, was designated as the office of the principal place of business of the corporation.
The Secretary was instructed to procure a seal for the corporation, and also all necessary certificates of stock, accountbooks and stationery.
On motion, the board duly passed and adopted three several resolutions, in the words and figures following, namely:
“Resolved, that ......, President, and ......, Secretary, of this corporation be, and they are hereby, authorized to sign checks and drafts for, and on behalf of, this corporation, and each of them be, and he is hereby, authorized to indorse checks and drafts payable to this corporation.
“Resolved, that a certain certificate, identified by the impression of the corporate seal of the ...... company thereon, and having the words
190...., Form of Certificate,' 'canceled,' written across the face thereof, be and the same is hereby, adopted and declared to be the form and device of the certificate to be issued to the subscribers to the capital stock of the ...... Company, and the Secretary is hereby directed to attach said form of certificate to the page of the minute-book on which this resolution may be entered.