who, being duly sworn, depose and say, that they were personally present at the execution of the above written certificate, and saw the common seal of the said Corporation duly affixed thereto, and that the seal so affixed thereto is the common and corporate seal of the said company, and that the above written instrument or certificate was duly signed, sealed and delivered by and as and for the act and deed of the said company for the uses and purposes therein mentioned; and that the names of these deponents, subscribed to the said certificate as the President and as the Secretary of the said Corporation in attestation of the due execution and delivery of the said certificate are of these deponents' own proper and respective handwriting. Sworn and subscribed before me the day and year above written. Witness my hand and seal. FORM A.-No. 28. XVII. Proceedings upon Increase of Capital Stock. Office of the 189 I hereby certify, that the following resolution was adopted at a meeting of the Board of Directors of this company, held on the day of 189 , Resolved, That a meeting of the stockholders be called to convene at the general office of the company, on the day of to take action on the approval or disapproval of the proposed increase of the of said company from $ and that the Secretary be and he is hereby directed to give notice thereof as required by law. to $ say, that he is, being duly sworn, doth depose and of the That a notice, of which the above is a copy, was published in the , a newspaper of general circulation. printed and State of Pennsylvania, day of published in the county of once a week, for sixty days, commencing on the stockholders, duly appointed judges, by the Board of Directors of the day of 189 Company to conduct an election of said company, to be held on the who being duly sworn or affirmed, do depose and say that they will well and truly, according to law, conduct said election to the best of their ability, and true return make of the same. Sworn and subscribed before me,] the day and year aforesaid. Judges. We, the undersigned judges appointed by the Board of Directors to conduct an election by the to $ day of 189 the of the stockholders thereof, for or against an increase of the of the said company from $ do hereby certify that after being duly sworn, we held the said election at the office of the said company, on the time and place fixed for holding the same, of which sixty days' previous notice by publication was duly given, and in due form and manner we received the votes of the stockholders of the said company in favor of or against such increase. there were voted in favor of said increase against said increase ent to the said increase of And at the said election shares, and shares, thereby evincing the conof the persons or bodies. corporate holding the larger amount in value of the capital stock of the said company. Judges. FORM A.-No. 29. Return of the President or Treasurer. To the Secretary of the Commonwealth. This is to certify that by virtue of the consent of the stockholders Company, authorizing an of the increase in the capital stock thereof, from $ to $ given at an election duly held for that purA. D. 189 day of pose, on the to $ [L. S.] the State of Pennsylvania, County of SS. above named, being duly sworn, says the facts set forth in the above certificate are correct and true. Sworn and subscribed before me this day of A. D. 189 Waiver of Publication of Notice and Formal Stockholders' Meeting. Office of the I hereby certify that the following resolution was adopted at a meeting of the Board of Directors of this Company, held on the day of 189 "Resolved, That a meeting of the Stockholders be called to convene at the general office of the Company to take action on approval or disapproval of the proposed increase of the capital stock of said Company, from $ that the Secretary be and is hereby directed to give notice thereof as required by law." The undersigned, stockholders in the who are all the stockholders therein and holders of all the stock of said Company to the amounts set opposite our several names herein,' to wit: to $ do hereby waive the sixty days' notice of the meeting of the stockholders called for 189, required to be given by the seventh section of the sixteenth article of the Constitution of the State of Pennsylvania, [and do hereby signify by this paper, our assent to the increase of the capital stock of said Company from $ and desire that the same may be taken as our vote in favor thereof]2 with like effect as if all the provisions of the Act of Assembly, entitled " An Act to provide for the Incorporation and Regulation of certain Corporations," approved 29th April, 1874, relative to increase of capital stock, had been fully complied with. I, SS. Secretary of the being duly sworn, do depose and say that I am the Secretary of the said Company, that the stock ledger of said Company is in my custody and under my control and that the list of Stockholders given in the above waiver of notice, of a meeting to be held to vote for or against an increase of stock, is a complete list of such stockholders and that they are owners of the entire issue of the stock of said Company, and that the signatures to said waiver are genuine and in the proper handwriting of the subscribers. Sworn and subscribed before me, this day of [SEAL] 189 } XVIII. Acceptance by Title and Trust Companies of Act of 9 May, 1889. a corporation of the Commonwealth of Pennsylvania, incorporated under and by virtue 'The State Department has ruled as follows: This waiver can only be made by persons holding stock in their own right. Attorneys-in-fact cannot execute a waiver unless their power of attorney expressly confers such power. Fiduciaries can only execute waivers when the stock stands in their name and the cestui que trust is not disclosed. Executors cannot, merely by virtue of their office, execute a waiver. 2 To avoid possible future questions it is more advisable to have a formal election when time will permit, and in such cases the words marked with brackets will be omitted and in place substitute "and agree that said meeting and election may be held on " of an Act of Assembly of the said Commonwealth, approved the Twenty-ninth day of April, A. D. 1874, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," and the supplements thereto, hereby certifies under its common or corporate seal. That at a called meeting of the Directors of said Corporation, held at its principal office in the Pennsylvania, on day of the hundred and adopted: , A. D. one thousand eight the following resolutions were "Resolved, That this Corporation accepts the provisions of the Act of the General Assembly of the Commonwealth of Pennsylvania, approved May 9, A. D. 1889, entitled 'An Act supplementary to an Act entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved the twenty-ninth day of April, Anno Domini one thousand eight hundred and seventy-four, amending the twenty-ninth section of said act so as to provide for the further regulation of and granting additional powers to all Corporations now or hereafter incorporated under the provisions of said act for the insurance of owners o.. real estate, mortgagees and others interested in real estate from loss by reason of defective titles, liens and incumbrances."" "Resolved, That the President and Secretary be and they are hereby authorized and directed to make, under the corporate seal, a certificate of the acceptance as aforesaid of said act, and to file the same in the office of the Secretary of the Commonwealth." That in pursuance of said resolutions the said corporation hereby accepts the aforesaid Act of Assembly of said Commonwealth, approved May 9, 1889, entitled "An Act supplementary to an act entitled 'An Act to provide for the Incorporation and Regulation of certain Corporations,' approved the twenty-ninth day of April, Anno Domini one thousand eight hundred and seventy-four, amending the twentyninth section of said act so as to provide for the further regulation of and granting additional powers to all corporations now or hereafter incorporated under the provisions of said act for the insurance of owners of real estate, mortgagees and others interested in real estate from loss by reason of defective titles, liens and incumbrances." |