Given under our hands and the seal of said Corporation the

19 .

day of

Secretary of State.
By

a foreign Corporation,
and in con-

in the

KNOW ALL MEN BY THESE PRESENTS: That incorporated and organized under the laws of the State of formity therewith, has made, constituted, and appointed and by these presents doth make, constitute, and appoint residing at the City of State of West Virginia, for it and on its behalf, attorney in fact, to accept service of process and notice in said State for such Corporation, and said Corporation by these presents doth declare its consent that service of any process or notice in said State on said attorney in fact, or his acceptance thereof endorsed thereon, shall be equivalent for all purposes to, and shall be and constitute due and legal service upon said Corporation.

In Witness Whereof, The

has signed these presents by its President

and caused the corporate seal of said Corporation to be hereunto affixed this day of

190

State of
County of
I,

certify that

day of

a notary public in and for the county and State aforesaid, do personally appeared before me in my said county, and being by me duly sworn, did depose and say, that he is the President of the Corporation described in writing above, bearing date the 190 authorized by said Corporation to execute and acknowledge deeds and other writings of said Corporation, and that the seal affixed to said writing is the corporate seal of said Corporation, and that said writing was signed and sealed by him, in behalf of said Corporation by its authority duly given. And the said acknowledged the said writing to be the act and deed of said Corporation. Given under my hand and official seal this

(NOTARY SEAL.)

day of

190

Notary Public.

WISCONSIN.

STATEMENT OF FOREIGN CORPORATIONS IN

ACCORDANCE

WITH THE PROVISIONS OF CHAPTER 506 OF THE LAWS OF WISCONSIN, FOR THE YEAR 1905.

and the location of its

1. That the name of such Corporation is principal office or place of business without the State of Wisconsin, is Street in the County of cipal office or place of business within the State of Wisconsin, is

County of

State of

; that its prinStreet,

2. That the names and addresses of the officers of such Corporation are as follows:

Office.

Name.

Address.

That the name and address of the agent or manager of such Corporation who shall represent such corporation in the State of Wisconsin is

3. That the amount of capital stock paid in money, property, or services is $

4. That the nature of the business to be transacted in the State of Wisconsin is as follows:

5. That the proportion of the capital stock represented in the State of Wisconsin, by its property located or to be acquired therein and by its business to be transacted therein, is $

6. That the said Corporation acting herein by this affiant, duly authorized thereunto, by these presents constitutes and appoints the Secretary of State and the Assistant Secretary of State of the State of Wisconsin, and their successors in office, its true and lawful attorneys upon whom all summons, notices, pleadings, and processes, in any action or proceeding against such Corporation, shall be served. And such Corporation hereby agrees that such service on the said attorneys shall be of the same legal force and effect and validity as if served on the Corporation, and that such appointment shall continue in force and effect as long as any liability remains outstanding against such Corporation in the State of Wisconsin.

7. That such Corporation was legally authorized to transact business in the State wherein incorporated" and is at the date hereof so authorized.

8. That such Corporation has not entered into any combination, conspiracy, trust, pool, agreement, or contract intended to restrain or prevent competition in the supply or price of any article or commodity in general use in the State of Wisconsin, or constituting a subject of trade or commerce therein, or which shall in any manner control the price of any such article or commodity, fix the price thereof, limit or fix the amount or quantity thereof to be manufactured, mined, produced, or sold in said State, or fix any standard or figure by which its price to the public shall be in any manner controlled or established.

9. That such Corporation will comply with all the laws of the State of Wisconsin, relating to foreign Corporations.

Dated

day of

Personally came before me, this 19, A. B., the (title of officer) of the (name of Corporation), a Corporation, to me known to be the person who, as such officer, executed the foregoing (or within) instrument in the name of said Corporation and who affixed its corporate seal thereto, and acknowledged said instrument as the duly authorized act of said Corporation. (Add similar acknowledgment by countersigning officer, if any.) (Insert designation of officer.)

day of

A. D. 19

Be it remembered that on this before me (name and style of officer), duly commissioned and qualified at the city (or county) aforesaid, personally came the (name of Corporation), by its President, A. B., who is personally known to me (or proved to me on the oath of C. D.) to be the same person whose name is subscribed to the foregoing indenture of writing as President of the (name of Corporation), and who acknowledged the same to be the act and deed of the said Corporation, for the purposes therein mentioned.

In Witness Whereof, I do hereby set my hand and affix my official seal, the day and year last above written. (Signature and title.)

FORMS FOR AMENDMENTS TO CHARTERS.

FORM OF RESOLUTION FOR STOCKHOLDERS' MEETING AUTHORIZING AMENDMENT OF CERTIFICATE OF INCORPORATION. Resolved, That section of the certificate of incorporation of the Company, reading as follows (here insert original text from the clause of the certificate of which amendment is desired) be and the same hereby is amended to read as follows: (here insert clause as amended).

RESOLUTION TO AUTHORIZE THE HOLDING OF MORE THAN 100,000 ACRES OF LAND IN WEST VIRGINIA.

Resolved, that this corporation desires to hold not exceeding

of land in West Virginia, which is now authorized to hold in said State.

acres

acres in excess of the number it is

RESOLUTION FOR CHANGE OF NAME.

Company, at a

Be it Resolved, That the Board of Directors of the

meeting duly convened at the office of said Company in the City of

,

this

day of Company; and

190 deem it desirable

State of
that the corporate name of said Company should be changed from that of
Company, to the name of

State of

on the

Be it further Resolved, by the said Board of Directors that a meeting of the stockholders of this Company be duly called and convened at the office of the Company in the City of day of 190 for the purpose of voting upon a resolution that will then be formally presented to them by the President of this Company for and in behalf of its Board of Directors, providing for changing the name of the said

of the

Company.

Company to that

Whereas, The stockholders of the

RESOLUTION DIVIDING STOCK INTO COMMON AND PREFERRED. Company have heretofore duly authorized an increase in the capital stock of said Company from dollars, the present amount, consisting of shares of the par value of dollars, to the sum of dollars, to consist of shares of the par value of dollars each; and

Whereas, It appears desirable that the capital stock of this Company shall be divided into two classes, known respectively as common and preferred; Now, therefore, be it

Resolved, That the capital stock of this Company, amounting to lars, be classified into common and preferred stock, of which amount dollars thereof, consisting of shares of the par value of

dol

dollars

each, shall be common stock, and shares of the par value of further

dollars thereof, consisting of dollars, shall be preferred stock; and be it

Resolved, That said preferred stock shall be entitled to preferences and priority over the common stock in the manner hereinafter set forth, to-wit: (here state preferences); and be it further

Resolved, That the proper officers of this company be and they are hereby authorized and directed to execute and file proper certificates relative to the aforesaid classification of the capital stock of this Company into common and preferred shares, in such offices as the statutes of the State of may require, and to do all acts and things that may be necessary to comply with the statutes of the State of applicable to and regulating the issuance of preferred and

common stock.

RESOLUTION BY DIRECTORS DIRECTING THE CALLING OF A MEETING OF STOCKHOLDERS TO VOTE UPON A PROPOSED AMENDMENT TO CHARTER.

Be it Resolved, By the Board of Directors of the

ing duly convened at the office of the Company in the City of

Company at a meet

State of that it is desirable that the certificate of incorporation (or charter or articles of incorporation or association, as the case may be) should be amended in the following respects, to-wit: (here insert nature of proposed amendments). Now, therefore, be it Resolved, by said Board of Directors that a meeting of the stockholders of this Company be duly called and convened at the office of the Company in the City of day of 190, for the purpose of voting upon a resolution that will then be formally presented to them by the President of this Company for and in behalf of its Board of Directors, providing for amending the certificate of incorporation (charter, articles of incorporation or association, as the case may be) in the following respects, to-wit: (Here insert proposed amendments in full.)

State of

on the

NOTICE OF MEETING TO AMEND PURPOSES.

TO THE STOCKHOLDERS OF THE

COMPANY.

Notice is Hereby Given, that a special meeting of the stockholders of the Company will be held at the office of the Company in the City of

of

on the

day of

190 at

State

o'clock in the

noon, for the purpose of amending the certificate of incorporation of said Company so as to include therein certain purposes in addition to those now set forth in the said certificate of incorporation of said Company.

New York, December 190 . A special meeting of the stockholders of a corporation, will be held on the day of December, 190 at twelve o'clock noon, at the office of such corporation, at Nos. Street, Borough of for the purpose of voting upon a proposition to increase the capital stock of said corporation from five hundred thousand dollars, consisting of five thousand shares of the par value of one hundred dollars each, of which twenty-five hundred shares is preferred stock and twenty-five hundred shares is common stock, to six hundred thousand dollars, to consist of six thousand shares of the par value of one hundred dollars each, of which twenty-five hundred shares shall be preferred stock and thirty-five hundred shares shall be common stock; the rights attached to the two classes of stock to be as stated in the certificate of incorporation of such corpora