Form 21. Appointment of Bank as Registrar (To be modified as required by circumstances.) BLANK NATIONAL BANK (OR TRUST COMPANY) AS REGISTRAR OF STOCK WE HEREBY CERTIFY TO Blank National Bank (or Trust Company) that at a regularly convened meeting of the Board of Directors of....the Richards & Roe....Corporation, held on the...4th...day of....June...., 1921, the following resolutions were duly adopted: RESOLVED, that Blank National Bank (or Trust Company) be and it hereby is appointed Registrar to countersign all certificates of stock of this Corporation hereafter issued or transferred and to register the issue and transfer thereof. That said National Bank (or Trust Company) is hereby authorized as such Registrar: (1) to open and keep such book of registration as may suit its convenience; (2) to countersign and register certificates of stock for not to exceed the number of shares certified to it as the amount of any original issue; (3) to register the transfer of stock of this Corporation and, when certificates of stock duly cancelled are presented for inspection by the Transfer Agent of this Corporation, to countersign as Registrar new certificates of stock for an equal number of shares; (4) to register and countersign any certificate of stock certified to it to be issued in lieu of a lost or destroyed certificate; (5) to return all certificates registered and countersigned by it to said Transfer Agent together with any cancelled certificates. FURTHER RESOLVED, that said National Bank (or Trust Company) may rely upon the certificate of the President or a Vice-President and Secretary or an Assistant Secretary of this Corporation with respect to any matter relating to its duties as Registrar; that it shall not be the duty of said National Bank (or Trust Company) to examine into any issue or transfer of stock, the authority under which the same is made or the payment of any tax thereon, and that in acting in respect to certificates of stock believed by said Registrar to be signed by officers of this Corporation authorized to sign the same, sealed with the corporate seal and countersigned by said Transfer Agent, this Corporation will hold said National Bank (or Trust Company) harmless against all liability. FURTHER RESOLVED, that said National Bank (or Trust Company) may at any time withdraw from its appointment as Registrar by giving thirty days notice in writing to this Corporation and by refunding such proportion of the compensation paid to it for acting as such Registrar as shall not have been earned at the time such withdrawal becomes effective. FURTHER RESOLVED, that said National Bank (or Trust Company) may apply to......R. J. Smith......of......New York City...... counsel for this Corporation or to its own counsel for advice in respect to any question relating to its duties as such Registrar and this Corporation hereby undertakes to hold said National Bank (or Trust Company) harmless against all claims by whomsoever made on account of any act done in good faith in connection with said agency or of any failure to act, whether on advice of counsel or not, and agrees that said National Bank shall be liable only for its wilful default and gross negligence. FURTHER RESOLVED, that the proper officers of this Corporation be and they hereby are directed and empowered to do any and all things necessary and proper to effectuate the purposes of these resolutions and in particular to certify these resolutions and lodge them with said National Bank (or Trust Company) and to certify to said National Bank (or Trust Company) all facts and documents with respect to this Corporation which said National Bank (or Trust Company) may require. WE FURTHER CERTIFY: (1) That.......... Browne & Greene.... Company is the duly appointed and acting Transfer Agent for the stock of this Corporation; (2) That this Corporation was chartered under the laws of the State of........New York........in the month of........May...... 1919; (3) That total authorized capital stock of this Corporation is: Two Thousand......* shares of PREFERRED stock of the par value of......One Hundred......dollars each, and... Three Thousand.. shares of COM MON stock of the par value of......One Hundred. dollars each, making the total par value of its authorized capital stock .Five Hundred Thousand...... dollars; (4) That this Corporation has issued and outstanding at the present time: ....Fifteen Hundred......shares of PREFERRED stock and......Three Thousand......shares of COMMON stock, making the total par value of the stock now issued and outstanding......Four Hundred and Fifty Thousand......dollars; (5) That the money or property for which the above mentioned shares were issued has been actually paid or conveyed, transferred and delivered to this Corporation; (6) That the officers of this Corporation authorized to sign certificates of stock are the President or Vice-President and......Treasurer......or Assistant Treasurer, and no other officers have ever been authorized to execute certificates of stock; That at the present time said officers are as follows: WE FURTHER CERTIFY that we are delivering to you herewith the following, each identified by the autograph signature of the Secretary of this Corporation, viz: (1) A copy of the charter or certificate of incorporation of this Corporation with all amendments, certified by the Secretary of State or other proper officer of the state in which this Corporation is incorporated; Write out numbers. (2) A true copy of the by-laws of this Corporation with all amendments; (3) Specimen copies of all certificates of stock of this Corporation; (4) Card or cards containing the names and genuine autograph signatures of the officers now authorized to sign certificates of stock of this Corporation; (5) Card or cards containing the names and genuine autograph signatures of all former officers of this Corporation authorized to sign certificates of stock now outstanding and the offices filled by them respectively, together with the terms of their incumbency; (6) Card or cards containing the genuine autograph signatures of the Transfer Agent of this Corporation_authorized for use in countersigning certificates of stock of this Corporation. IN WITNESS WHEREOF, we have signed these presents as President and as Secretary of this Corporation and have hereunto affixed the seal of this Corporation, the....9th....day of....June...., 1921. (Corporate Seal) ....John Richards.. President. James Street..... Secretary. Address of Corporation....1491 John Street, New York City..... Form 22. Incineration Certificate of a Trust Company INCINERATION CERTIFICATE THIS IS TO CERTIFY that we have this day destroyed by fire in the furnace of the building known as the "Woolworth Building," 233 Broadway, New York City, the following described canceled bonds: Form 23. Certificate of Stock by Bank as Transfer Agent BLANK NATIONAL BANK (OR TRUST COMPANY) CERTIFICATION AS TO ORIGINAL ISSUE OF STOCK TO ACCOMPANY BLANK NATIONAL BANK (OR TRUST COMPANY), .as President, and We, the undersigned,....... John Richards. ..James Street.... .....as Secretary, respectively, of the....Richards & Roe....Corporation, pursuant to the resolutions of the Board of Directors of the said Corporation, adopted....June 4th.... 1921, appointing Blank National Bank (or Trust Company) the Transfer Agent of the stock of said Corporation, HEREBY CERTIFY that by resolution of the said Board of Directors, duly adopted on the....4th.....day of.....June...., 1921, an original issue of......Five Hundred *. ...shares of preferred stock of the par value of. One Hundred.. ..dollars each, and..... shares of common stock of the par value of...... . dollars each, was duly authorized and we hereby certify that certificates in the following names and for the following number of shares may properly be issued under the authority of the said resolution authorizing such original issue, and you are hereby authorized and directed as such transfer agent to countersign said certificates in accordance with the terms of the resolutions appointing you said transfer agent: (N. B. Any of the above space not occupied by names, addresses and numbers should be lined out with red ink.) Name in which Certificate is to be Issued COMMON STOCK Number of (N. B. Any of the above space not occupied by names, addresses and numbers should be lined out with red ink.) We further certify that the money or property for which the shares to be represented by the certificates which you are herein authorized to countersign are to be issued, has been actually (or will have been) paid or conveyed, transferred and delivered to this Corporation. The total number of shares of stock of this Corporation which you * Write out numbers. are authorized to transfer, including the authorization above given and previous authorizations, is now......Five Hundred......shares of preferred stock of the par value of......One Hundred..............dollars each, and ...shares of common stock of the par value of.......... dollars each, making the total par value of the stock which you are now authorized to transfer......Fifty Thousand......dollars. IN WITNESS WHEREOF, we have signed these presents as President and as Secretary of the said Corporation and have hereunto affixed the seal of the said Corporation, the....9th....day of......June..... 1921. John Richards. President. (CORPORATE SEAL) ..James Street.... Secretary. BLANK NATIONAL BANK (OR TRUST COMPANY), You are hereby ordered to deliver the certificates of stock described in the foregoing certificate, after countersignature by you and by the duly authorized Registrar of this Corporation, to the following named persons personally or by registered mail addressed to the addresses given below: .Miles Ames.. .6549 Wall Street, New York, N. Y..... (N. B. Any of the above space not occupied by names, addresses and instructions should be lined out with red ink.) Dated, ......June 9th,........., 1921. (CORPORATE SEAL) ..John Richards...................... As....President....of .Richards & Roe......Corporation (To be signed by the officer authorized to direct the delivery of the certificates by resolution appointing the Transfer Agent.) Form 24. Certificate of Stock by Bank as Registrar (To be modified as required by circumstances.) BLANK NATIONAL BANK (OR TRUST COMPANY) REGISTRAR CERTIFICATION AS TO ORIGINAL ISSUE OF STOCK TO ACCOMPANY We, the undersigned...... John Richards......, as President, and James Street.... ....as Secretary, respectively, of the.....Richards & Roe....Corporation, pursuant to the resolutions of the Board of Directors of the said Corporation, adopted......June 4th......, 1921, appointing the Blank National Bank (or Trust Company) Registrar of the stock of the said Corporation, HEREBY CERTIFY that by resolution of the said Board of Directors, duly adopted, on the......4th......day of............June.......... 1921, an original issue of......Five Hundred*......shares of preferred stock of the par value of......One Hundred. ...dollars each, and of + Write out numbers. |