CORPORATION FORMS. FORM FOR INCORPORATING MANUFACTURING AND BUSINESS COMPANIES. (Secs. 1312, 1313, 1319 and 1320.) Know all men by these presents: That we, the undersigned, desirous of forming a corporation under the laws of Missouri, and more particularly under the provisions of article IX, chapter 12, R. S. 1899, governing manufacturing and business companies, have entered into the following agreement: First-That the name of the corporation shall be (Name designating the business contemplated; but not the name of any corporation existing under the laws of this State for similar purposes. When the name of a person or firm is assumed it must be joined with some word designating the business to be carried on, followed by the word "company" or "corporation.") Second-That the corporation shall be located in the Missouri. of the county, (not less than Third-That the amount of the capital stock shall be (not less than $2,000 nor more than $10,000,000) dollars, divided into shares of the par value of dollars each; that the same has been bona fide subscribed and one-half) thereof actually paid up in lawful money of the United States, and is in the custody of the persons hereinafter named as the first board of directors. Fourth-That the names (not less than three), places of residence of the shareholders, and the number of shares subscribed by each are: Name. Residence. Number of shares. Fifth-The board of directors shall consist of (not less than three nor more than thirteen; at least three of whom shall be citizens and residents of Missouri) shareholders, and the names of those agreed on for the first year are Sixth-That the corporation shall continue for a term of fifty) years. (not exceeding Seventh-That the corporation is formed for the following purposes: (See Sec. 1319.) In testimony whereof, we have hereunto set our hands this day of day of —, 19—, before me personally appeared (names of all the stockholders) to me known to be the persons described in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed. In testimony whereof, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned. My commission expires (Seal) -, 19. Notary Public. Instructions: When the articles are signed and acknowledged by ALL the stockholders, they must be recorded in the office of the recorder of deeds of the county in which the corporation is located, and a certified copy thereof filed in the office of the Secretary of State, with the statutory tax and fee of $52.50 on the first $50,000 or less of capital, and $5.00 on each additional $10,000 of capital. NOTE-If any of the stock in the proposed corporation is to be subscribed by a trustee, the articles must show for whom, and what shares are held in trust. On the organization of a corporation stock cannot be subscribed by another corporation; neither can a trustee subscribe for the stock to be held for the use of the new corporation to be disposed of thereafter. All stock must be subscribed by bona fide stockholders. FORM OF STATEMENT INCREASING OR DECREASING CAPITAL STOCK OF (Secs. 1327, 1328 and 1329-Business Companies.) Be it known, that on the day of —, 19, a meeting of the stockholders of the —, a corporation under the laws of Missouri, was held at the city of county of State of Missouri, for the purpose of the capital stock of said company, pursuant to notice signed by a majority of the directors of said company, duly published in the a newspaper published in the city of, for more than sixty days prior to said date, the first insertion of said notice being on the of - —, 19—, and the last insertion on the day of - 19-. day That a copy of said notice, postage prepaid, was deposited in the postoffice in the city of Missouri, addressed to each stockholder at his usual place of residence at least sixty days previous to the day fixed for said meeting. That said meeting was organized by choosing a director in said company, That at said meeting there were present, in person or by proxy, at least a majority of the stockholders holding the full value of all the shares of stock of said company. That a proposition was then and there submitted to company from $- to $. the capital stock of said And upon canvassing the vote thereon it appeared that a majority of the stock of said company had been voted in favor of such The amount of the capital stock of said company, paid up, is dollars. The amount of the assets of said company is dollars. The amount of its liabilities is is to which the capital stock of said company is shares of the par value of dollars each. * And that dollars, and the amount dollars, divided into per centum of said increase of capital has been actually paid up in lawful money of the United States, and is in the hands of the board of directors of said company. Chairman. Attest: Secretary. chairman, being duly sworn, says the matters and things set forth in chairman) to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. In testimony whereof, I have hereunto set my hand and affixed my notarial seal the day and year above mentioned. My commission expires 19-. 9 (Seal) Notary Public. NOTE-The statement must be sworn to by the chairman, and also acknowledged by the chairman before a proper officer, and then recorded in the office of the Recorder of Deeds, and a certified copy from the recorder filed in the office of the Secretary of State, with state tax and fee as follows: Tax, $5 on each $10,000 of increase, or the fraction thereof, and $1.25 for certificate. *Omit the following sentence when the capital is decreased. The State's fee for certificate of decrease of capital stock will be $1.25. FORM FOR INCORPORATING MANUFACTURING AND BUSINESS COMPANIES. WHEN A PORTION OF THE STOCK IS PREFERRED. (Secs. 1312, 1313, 1319 and 1320.) Know all men by these presents: That we, the undersigned, desirous of forming a corporation under the laws of Missouri, and more particularly under the provisions of article IX, chapter 12, R. S. 1899, governing manufacturing and business companies, have entered into the following agreement: First-That the name of the corporation shall be (not the name of any corporation existing in this State for similar purposes. or an imitation thereof.) Second-That the corporation shall be located in the souri. entitled to a preferential dividend of annum-divided into of county, Mis Third-That the amount of the capital stock of this company shall be thousand dollars, of which dollars shall be preferred stock-which shall be (not exceeding 8 per cent.) per cent. per shares of the par value of dollars each; that the same has been bona fide subscribed and (at least one-half) thereof actually paid up in lawful money of the United States which is in the custody of the persons hereinafter named as the first board of directors. Fourth-That the names, places of residence of the several shareholders and the number of shares of stock, both common and preferred, subscribed by each are as follows: Fifth-That the board of directors shall consist of (not less than three nor more than thirteen; at least three of whom shall be citizens and residents of Missouri) shareholders and the following named have been agreed upon for the first year Sixth-That the corporation is to continue (not exceeding fifty) years. Seventh-That the purposes for which the company is formed are to section 1319). (See In testimony, whereof, we have hereunto set our hands this day of On this (names of day of, 19, before me personally appeared all the stockholders), to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed. In testimony whereof, I have hereunto set my hand and affixed my notarial seal the day and year above mentioned. My commission expires - 19. (Seal) (See note at bottom of preceding form.) Notary Public. FORM OF STATEMENT OF INCREASE OF CAPITAL STOCK OF MANUFACTURING AND BUSINESS COMPANIES. day of -, 19, a meeting of the stockholders of WHEN ANY PORTION OF THE INCREASE IS PREFERRED STOCK. Be it known, that on the the — a corporation under the laws of Missouri, was held at the city of county of State of Missouri, for the purpose of increasing the capital stock of said company from dollars to dollars, and of considering the advisability of issuing of said proposed increase dollars of preferred stock, pursuant to notice signed by a majority of the directors of said company, duly published in the , a newspaper published in the city of - for more than sixty days prior to said date, the first insertion of said notice being on the day 19, and the That a copy of said notice, postage prepaid, was deposited in the postoffice in the city of, Missouri, addressed to each stockholder at his usual place of residence at least sixty days previous to the day fixed for said meeting. That said meeting was organized by choosing a director in said company, That at said meeting there were present, in person or by proxy, all of the stockholders holding the full value of all the shares of stock of said company. That a proposition was then and there submitted to increase the capital stock of said company from $― to $; and upon canvassing the vote thereon it appeared that a majority of the stock of said company had been voted in favor of such in crease. And that a separate proposition was also then and there submitted, that of the capital stock so increased shares, of the par value of dollars each, shall (not exceed be preferred stock, and as such, shall be entitled to a dividend of ing 8 per cent.) per cent. per annum, payable out of the net yearly income, earned in any one current year before any dividend shall be made and paid on the general stock of the company; and that upon canvassing the vote thereon, it appeared that all of the stock of said company had been voted in favor of issuing said preferred stock. The amount of the capital stock of said company, paid up, is dollars. The amount of the assets of said company is dollars. The amount of its liabilities is dollars, and the amount to which the capital stock of said company is increased dollars, divided into is shares of the par value of dollars each. And that (not less than 50 per cent.) per centum of said increase has been actually paid up in lawful money of the United States, and is in the hands of the board of directors of said company. Chairman. Attest: Secretary. chairman, being duly sworn, says that the matters and things set chairman) to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. In testimony whereof, I have hereunto set my hand and affixed my notarial seal the day and year above mentioned. My commission expires 19-. (Seal) -, Notary Public. NOTE-The statement must be sworn to by the chairman, and also acknowledged by the chairman before a proper officer, and then recorded in the office of the recorder of deeds, and a certified copy from the recorder filed in the office of the Secretary of State, with State tax and fee as follows: Tax, $5.00 on each $10,000 of increase, or the fraction thereof, and $1.25 for certificate. FORM FOR INCORPORATING STANDARD GAUGE RAILROAD COMPANIES. (Secs. 1034 and 1036.) Know all men by these presents: That we, whose names are hereunto subscribed, do hereby associate ourselves together for the purpose of forming a corporation under the laws of Missouri, and more particularly under the provisions of article II, chapter 12, R. S. 1899, to construct, maintain and operate a standard gauge railroad for public use in the conveyance of persons and property, have entered into the following agreement: First-That the name of the corporation shall be corporation existing under the laws of this State.) (not the name of any years. in the county of Second-That the corporation shall continue for Third-That the railroad shall be constructed from Missouri, to ; that the length of the road, as near as may be, is miles; and that the names of the counties in this State through or into which it is intended to be made are, Fourth-That the amount of the capital stock of this corporation shall be (not less than $10,000 for every mile of road proposed to be constructed) dollars, divided into shares of the par value of dollars each. Fifth-That the board of directors shall consist of (not less than five nor more than thirteen, at least three of whom shall be citizens and residents of Missouri) persons; and that the following are the names and places of residence of those agreed upon to manage the affairs of the corporation for the first year, and until others are chosen in their places: In testimony whereof, we have hereunto subscribed our names, places of residence and the number of shares of stock each agrees to take in said company, this |