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 President 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 Dissolution. [Title of Court and Cause.] for its dissolu On reading the application of the tion, 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 Dissolution. [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...., at any time before which expiration any person may file herein his objections to said application for dissolution. 190...., will expire with ....... 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 corpo ration. ., a news 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 county of ......, which thirty days' notice cation thereof was completed and expired on ......, 190.... published in said and said publi 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 .... and .... 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. Dated Judge. No. 34. Minutes of Organization Meeting. ORGANIZATION MEETING OF THE PANY. COM 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.: Mr. was called to the chair, and Mr. was re 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 .. was 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. No Mr. ...... then nominated Mr. ...... for Secretary. other nominations being made, on motion, duly seconded, the ballot was dispensed with and Mr. was unanimously No declared duly elected Secretary of the company. Mr. ...... then nominated Mr. ...... for Treasurer. 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. On motion, duly seconded, the meeting adjourned. President. Secretary. 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... .. |