tors, in such lots and parcels, and in such manner, and upon such terms as to the board shall seem proper; and be it further Resolved, That the board of directors be, and it is hereby expressly authorized, empowered, and directed to do and perform each and every act, deed and thing whatsoever which to the said board of directors shall seem requisite, or necessary, or proper, to fully carry out the objects and intent of these resolutions, and to fully accomplish the purposes and objects for which said bonded indebtedness shall have been created and authorized. The motion to adopt said resolutions was seconded by a stockholder of the corporation. The chairman put the question on the adoption of the resolutions, and the stockholders then proceeded to vote upon a call of the roll, by "ayes" and "noes," upon said motion to adopt the resolutions, and the following named stockholders, owning and holding respectively the number of shares of the subscribed capital stock of said corporation set opposite their several and respective names, voted in favor of the adoption of said resolutions, that is to say: being the unanimous vote in favor of the adoption of said resolutions by all the stockholders present and represented by proxy at said meeting. WHEREUPON, The chairman declared that the motion to adopt said resolutions had been unanimously carried, and that said resolutions had been passed and adopted by the vote of all stockholders present and represented by proxy at said meeting, namely, by stockholders representing... .shares of the subscribed capital stock of the corporation; all of which appears of record in the minutes of said meeting of the board of directors of said corporation, and in the minutes of the meeting of the stockholders thereof, as recorded and preserved in its record book; and we do further certify and declare that by the proceedings aforesaid a bonded indebtedness of..... a corporation, has been created, and authorized to be created, to the amount in the aggregate of..... dollars, United States gold coin; that the amount of stock represented at said stockholders' meeting was.... of the par value of.. .shares ...dollars each, aggregating ..dollars of par value; that the vote by which said bonded indebtedness was created, accomblished, and authorized, was a vote in favor thereof by stock holders representing. .shares of the subscribed capital stock of the corporation, which is more than two thirds of the subscribed capital stock of said corporation. In Witness Whereof, We have hereunto set our hands and caused the corporate seal of said corporation to be hereunto affixed this... ..day of A. D. . . . . Chairman of said meeting of stockholders of and president of therein, duly commissioned and sworn, personally appeared known to me to be the president of ..... a corporation described in the within and annexed instrument, and the chairman of the meeting of stockholders of said corporation, whose name is subscribed to said instrument as such chairman, and.. known to me to be the secretary of said.. and the secretary of said meeting of said stockholders of said company, whose name is subscribed to said instrument as such secretary, and they severally acknowledged to me that they executed said instrument as such chairman and secretary respectively of said meeting of stockholders of said corporation, and as president and secretary respectively of said corporation; and on the same day personally appeared before me, known to me to be the directors of said.. whose names are subscribed to said instrument as such directors, and they severally acknowledged to me that they executed said instrument as directors of said.... In Witness Whereof, I have hereunto set my hand and [SEAL.] day and year in this certificate last above written. Notary Public in and for the county of duly sworn, deposes and says, that he is a citizen of the United States; that he is and was at all times hereinafter mentioned. over twenty-one years of age; and is competent to be a witness on the hearing of the matters mentioned in the annexed notice; that he has no interest whatsoever in the matters mentioned therein; and that he is and was during all the time embraced in the period of the publication herein mentioned, the principal clerk of the printers and publishers of.... newspaper printed and published daily in said.. a and has charge of all the advertisements in said newspaper; and that the.. of which the following is a printed copy [here insert printed copy of newspaper notice] has been published.. in the above-named newspaper, commencing (first insertion) and ending (last insertion)..... (both days inclusive), and further sayeth not. STATE OF CALIFORNIA, County of EXHIBIT “B.” SS. being duly sworn, deposes and says: That he is, and was at all the times herein mentioned, the secretary of. a corporation created, organized and existing under the laws of the State of California, and having its office and principal place of business in.. State of California; that he addressed a true on the..... .day of... copy of the notice which is hereto affixed and made a part hereof to each one of the stockholders of.. whose names appeared on the company's books as stockholders from and including the.... .day of.... to and including the said......day of.... at the respective addresses of said stockholders at their respective places of residence, and on said... ...day of.... deposited the same in the United States post office at in said state, with the postage thereon fully prepaid; that each of said notices was enclosed in a separate envelope, sealed, with the United States postage fully prepaid thereon, and the said respective places of residence and respective addresses of said stockholders appeared at said time upon the company's books and were known to affiant. Subscribed and sworn to before me, this....day of... . ., A. D. Notary Public in and for [SEAL.] the county of... State of California. [Indorsed.] Filed in the office of the county clerk of the STATE OF CALIFORNIA, County of I, of SS. county clerk of the county State of California, hereby certify the foregoing to be a full, true and correct copy of the original certificate as to creation of bonded indebtedness of... filed in my office on the......day of... A. D.... Attest my hand and my official seal this........day of A special meeting of the stockholders of the...... a corporation organized and existing under the laws of the State of California, was held at the office of said corporation, at room.. ..in the State of California (said .being the principal place of business of said corporation, and said room being the office of said corpora tion in said.... of directors usually meets), on.. day of ..and the room where its board the.. at..... o'clock in the... in accordance with the resolution and order of the board of directors of said corporation, calling said meeting, and the notices thereof given, addressed and mailed as hereinafter set forth. On motion duly made, seconded, and carried, was elected president of said meeting and on like motion, duly made, seconded, and carried, secretary of said meeting. .was elected The entire capital stock of said corporation was, on said .....day of.... dollars, divided into. .shares of... ..dollars each, and the total number of subscribed shares of said corporation was on said day, and now is, ....shares. There were present, in person, or by proxy, at said meeting the shareholders owning and holding.. ....subscribed |