We, the undersigned, directors of

under the authority given

by section 7 of the general corporation law of 1892, do hereby certify that, in the original (or amended or supplemental) certificate of incorporation, a matter, not authorized by law to be therein stated, has been inserted (or a matter required to be stated therein has been omitted), to wit: (here particularly state the defect,;

To conform to the requirements of the law, we do make and file this amended certificate, and for such purpose certify and allege as follows:

(Here set forth all the allegations of the former certificate, supplying or omitting the aforesaid recital.)

In witness whereof, we, the said directors, have executed this cer tificate in duplicate, and hereto set our hands this

18-.

day of

(Signatures of Directors.)

STATE OF NEW YORK,
County of

On this day of

SS.

18-, before me personally came

-, to me known to be the persons described in, and who executed, the foregoing amended certificate, and they severally acknowledged that they executed the same for the intents and purposes therein

mentioned.

Justice of the peace.

No. 2.

Section 21. Proxy to Vote.

Know all men by THESE PRESENTS, that I, Thomas Doe, do hereby constitute and appoint John Jones to be my lawful attorney, substitute and proxy, for me and in my name, to vote on all the stock held by me

in the Jones Manufacturing Company, at any election for directors, as fully as I might or could do, were I personally present at such election. And I hereby revoke any proxy or proxies heretofore given by me to any person or persons whomsoever.

In witness whereof, I have hereunto set my hand and seal thisday of

18—.
(Signed)

THOMAS DOE. [L. S.]

Thomas Doe, being duly sworn, says that the stock (or bonds) upon which the foregoing power or proxy to vote is given are in his possession and under his control; that he has not ceased to retain title thereto, and that the foregoing power or proxy to vote has not been issued for any sum of money or anything of value.

(Jurat.)

Forms of oath to be administered by inspectors to stockholders and proxies are found in section 22 of the General Corporation law.

We, the stockholders of the -, a domestic corporation, owning two-thirds in amount of its capital stock, do, pursuant to the provisions of section 32 of the general Corporation Law of 1892, hereby certify that we severally consent to the extension of the term of the corporate existence of said company for a further period of years beyond the time fixed, by the certificate of incorporation, for the termination of its corporate existence.

In witness whereof, we have hereto severally set our hands and annexed thereto the respective number of shares of stock owned by us, in said company, this day of

18-.

being duly sworn, says that he is the

of the corporation named in the foregoing consent and the custodian of its stockbook; that the persons, whose names are subscribed to such consent, are the owners, upon the books of said corporation, of the number of shares of stock therein set opposite to their respective signatures to the above consent, and that such stock constitute at least two-thirds in amount of the capital stock of said corporation.

(Jurat.)

The above form can be readily adapted in case of other than stock corporations.

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