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hereto annexed and forming part hereof, by a vote of a majority of the whole board adopted the following resolution:

Stockholders' meeting called.

"Resolved, That in the opinion of this board of directors it is advisable to dissolve this corporation forthwith, pursuant to section of the General Corporation Law, and that a meeting of the stockholders is hereby directed and ordered to be called, to be held at the office of the corporation in the said city of Buffalo on the - day of 19-, at M. of said day, for the purpose of voting upon the proposition of dissolving this corporation forthwith;

o'clock

Notice of stockholders' meeting.

Resolved Further, That the secretary cause a notice of such meeting to be published and served on each of the stockholders according to law; that the secretary and the president of this corporation execute a certificate showing the adoption of this resolution, and setting forth the proceedings of the meeting to be held by the stockholders, and that they also attest the written consent of the stockholders as to the immediate dissolution of this corporation.

Filing certificate of consent.

"Resolved Further, That the president and secretary cause such certificate and consent of stockholders to be filed in the office of the secretary of state, together with a duly verified statement of the names and residences of the members of the present board of directors and the names and residences of the present officers of this corporation and proofs of publication and service of all statutory notices."

Publication of notice.

We further certify, that notice of the meeting of the stockholders of said corporation for the purpose of voting upon a proposition that this corporation be forthwith dissolved, was published in the Buffalo Press, a newspaper published and circulating in the said city of Buffalo, county of, the same being the county wherein the corporation has its principal office, once a week for three weeks successively next preceding the time appointed for holding such meeting as shown by the proof of publication of said notice which is hereto annexed and made a part hereof.

Service of notice.

That on the day preceding the day of the first publication of such notice, to wit, on the -- day of, 19-, a copy of

such notice was served personally on each stockholder or mailed to him at his last known post-office address, as more fully appears by the affidavit of C D, the secretary, which is hereto annexed and made a part hereof.

Stockholders' meeting held.

We further certify, that pursuant to said notice a meeting of said stockholders was held on the day of, 19—, at — o'clock. M. at the principal office of the corporation in the said city of Buffalo, that being the city in which the last preceding annual meeting of the corporation was held.

That at said meeting the holders of more than two-thirds in amount of the capital stock of the corporation, then outstanding, appeared in person and that said meeting was duly organized by choosing the undersigned, A B, as chairman, and C D, as secretary, thereof.

That the notice of the meeting and the proof of publication and of service thereof were presented and read and directed to be filed.

We further certify, that thereupon the following resolution was introduced and read and was adopted by the affirmative votes of the stockholders present (or otherwise as the facts may be), to wit:

Ratification by stockholders.

"Resolved, That the action of the board of directors favoring the dissolution of this corporation forthwith be and the same is hereby ratified and approved, and that we, the stockholders of the Lehigh Cement Company, consent that such dissolution shall take place, and that it is the sense of this meeting and of the stockholders of the said Lehigh Cement Company that it shall be forthwith dissolved, and signify such consent in writing in conformity with the governing statute in such case made and provided."

That the votes of holders of more than two-thirds in amount of the capital stock of said corporation then outstanding, having been cast in favor of such resolution, the same was declared duly adopted.

We further certify, that thereupon the consent in writing that the said corporation be dissolved forthwith was executed by all the stockholders of the corporation as shown by the books of the corporation, which said written consent is hereto annexed

and made a part of this certificate. (See next for form of consent.)

In Witness Whereof, we have made and signed this certificate this

day of

19-.

Signature of President.

Signature of Secretary.

Affidavit of president and secretary.

STATE OF NEW YORK,

COUNTY OF

SS.

We, A B, president, and C D, secretary, being severally duly sworn, each for himself, deposes and says that the said A B is president of the Lehigh Cement Company and the said C D is secretary thereof, and that the foregoing certificate signed by them, respectively, is true according to the best of the knowledge, information and belief of each of said deponents.

And deponents further say, and each for himself says, that the annexed written consent of the stockholders of the said corporation executed in person, consenting to the dissolution forthwith of said corporation, was so executed at said meeting of stockholders held as in said foregoing certificate mentioned on the day of, 19-, and that the number of shares set out opposite each signature to such consent is the number of shares standing on the books of the said corporation in the name of such consenting stockholder, and that the total number of shares outstanding issued by said corporation is 1,000 and that the number of consenting shares is in excess of two-thirds in amount of the stock of said corporation so outstanding as aforesaid, to wit, 1,000. (Signed by president and secretary and sworn to.)

Form 3580.

Written Consent of Stockholders to Dissolution.

STATE OF NEW YORK,

CITY OF BUFFALO.

SS.

We, the undersigned, stockholders of the Lehigh Cement Company, being holders of at least two-thirds in amount of the stock of said company, now outstanding, as shown herein, have con

sented and do hereby consent that said Lehigh Cement Company shall be forthwith dissolved.

We hereby state and show that the undersigned is each a stockholder of said corporation and that each owns the number of shares of said corporation set opposite his respective name as follows:

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(Continue as to all stockholders signing.)

And we do hereby sign this instrument for the purpose of signifying our consent in writing as required by section 221 by the General Corporation Law.

In Witness Whereof, we have hereunto set our hands this day of 19-.

(Signed by stockholders.)

§ 6500 et seq.

Form 3581.

Statement Showing Names and Residences of Directors and Officers.

The following statement contains the names and residences of the members of the existing board of directors and the names and residences of the present officers of the Lehigh Cement Company, to wit:

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A B, President, 1120 Grand St., Buffalo, N. Y.
C D, Secretary, 275 Broad St., Buffalo, N. Y.
2250 Front St., Buffalo, N. Y.

E F,

(This statement must be sworn to by some competent person.)

Form 3582.

Petition for Voluntary Dissolution.

In the Matter of the Petition of the Novelty Box Company, A Corporation, for Voluntary Dissolution.

To the Supreme Court of the state of New York.

That A B, C D, E F, G H and K'L, a majority of the directors of the Novelty Box Company, respectfully petition the court for a dissolution of the said corporation, and show the court as follows:

1. The Novelty Box Company is a corporation organized under the business corporation law of the state of New York and its principal place of business is located at the city of Albany, county of Albany, in said state.

2. Your petitioners would further show that they are the majority of all the directors of said corporation; that the names and residences of all the directors of this corporation are as follows:

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3. Your petitioners would show that the said corporation was organized for the purpose of manufacturing paper boxes, cartons, and other like goods and merchandise. The amount of the authorized capital stock of this corporation is $50,000.00, and the amount which is issued and outstanding is $40,000.00.

4. Your petitioners would further show that they have discovered that the capital stock, effects, and other property of the corporation are not sufficient to pay all just demands for which it is liable or to afford a reasonable security to those who may deal with it, and that the business is not now in a prosperous condition and on a paying basis and could not be made so without the investment of a large amount of additional capital which can not now be secured, and for these reasons your petitioners deem it beneficial to the interest of the stockholders that this corporation should be dissolved.

5.

Your petitioners follow herewith as a part of this petition, a schedule marked Schedule "A," which said schedule con

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