Next should follow a copy of the notice of the first meeting, with a statement of the newspapers in which it was published and the date of publication. It would also be well to cut from the papers the notice, as published, and paste it upon the record book. If there has been a waiver of such notice, a certified copy of such waiver will take the place of the foregoing.

Then should follow a record of the doings of the stockholders, commencing substantially as follows:

At a meeting of the stockholders of the held at

in the town of
day of

at

A. D.

Company, o'clock in the

in pursuance

noon, on the of the notice copied above, A. B., a stockholder of said corporation, was duly appointed temporary chairman, and C. D. clerk of said meeting. E. F. and G. H., also stockholders, were appointed a committee to draft by-laws and report to said meeting. Said committee reported the following, which were unanimously adopted as the by-laws of the corporation. (The by-laws will of course be varied to suit the pleasure of different companies. The following general articles would be sufficient to meet the exigencies of an ordinary corporation)

BY-LAWS.

1. The stock, property and business, of this corporation. shall be under the care, management and control of a board of directors, consisting of not less than nor more than

; who shall be annually chosen, by the stockholders from their own number, at their annual meeting.

2. The executive officers shall consist of a President, Secretary and Treasurer. (It is frequently provided that the offices of secretary and treasurer may be filled by the same person).

3. Of the Duties of the President.-He shall preside at all meetings of the stockholders of said Company when present, and in his absence the meeting shall be called to order by the Secretary and a President pro tem. be appointed. He

shall also perform all the duties specially required of him, by the act under which this corporation is organized and by the statute laws of this State, and shall have general charge, subject to the control of the directors, of the executive business of the Company.

4. Of the Duties of the Secretary.-He shall duly record the votes, doings and proceedings of the stockholders, and of the directors, at their several meetings, in a book to be open at all reasonable times to the inspection of the stockholders; and at each annual meeting, and at such other times as shall be required by the directors, shall make a statement of the doings and condition of the corporation; and shall discharge all such duties as are specially required of such officer by the act and statutes aforesaid. He shall also duly send, by mail or otherwise, to the stockholders and directors, the notices called for by these by-laws.

5. Of the Duties of the Treasurer.-He shall receive, have charge of, and safely and securely keep, the moneys and all valuable papers of the corporation, and shall cause to be entered in books, to be kept for that purpose, a statement of all moneys received and disbursed on account of said Company, which books shall at all times be open to the inspection of the directors of said Company, and at all reasonable times to the inspection of its stockholders; and said officer may, ou behalf of the corporation, pay and discharge its proper indebtedness, and to this end, but for no other purpose, may make, draw, endorse and accept, in the name and on behalf of the Company, checks, notes and drafts. He shall also perform all other duties specially required of such officer by the act and statutes aforesaid. He shall also give bond in the sum of dollars, to the acceptance of the directors, for the faithful discharge of the duties of his office; provided, however, that whenever the Treasurer shall be the owner of unincumbered stock of said corporation, to the amount in value of dollars, the directors may in their discretion

dispense with said bond.

6. Of Stockholders' Meetings.-Annual meetings of the stockholders of said Corporation, for the choice of directors

and the transaction of other appropriate business, shall be held at the office of said Company in said town of

, on

the first Tuesday of in each year. Written notices of such annual meeting shall be sent to each stockholder by the Secretary, at least six days before such meeting; such notices shall be directed to each stockholder at his residence and duly deposited in the post office in said town, postage paid. Special meetings of the stockholders shall be held at any time upon like notice, and the Secretary shall give such notice upon request in writing of the holders of one-fourth the stock of said corporation, requesting that such special meeting may be held, and specifying the purposes, time and place of meeting; all of which particulars shall be stated in the notice from the Secretary to the stockholders.

7. Of Directors' Meetings.-Regular meetings of the Directors of said Company shall be held on the Tuesday of each month, and special meetings may be held whenever the President or Secretary by special notice sees fit to call them.

8. At all stockholders' meetings, each share shall entitle the holder thereof to one vote, and all votes shall, if requested by any stockholder, be by ballot, with the name of the stockholder and number of shares held by him endorsed thereon. Stockholders may vote by proxy, duly authorized in writing within months prior to the meeting at which

the vote is cast.

9. Of Assessments upon the Capital Stock.-The Treasurer shall give notice by letter, addressed to each stockholder at his place of residence or delivered to him personally, mailed or delivered at least days before payment shall be required, of each call made by the directors for payment of an assessment upon the capital stock of the Company. Such assessments may be made by the directors at any regular meeting, or at any special meeting called for that purpose.

10. Regular stock transfer books shall be kept by the Secretary, and no transfer shall be permitted except upon said books, by the stockholder in person, or by power of attorney duly executed by him for that purpose.

11. Of the Amendment of By-Laws. These By-Laws may

be altered or amended, at any annual meeting of the corporation, by a major vote of the stock represented, or at any legal meeting, duly called for that purpose, by a major vote of the stock represented; provided, however, that no alteration at any other than an annual meeting shall be valid, unless a majority of the whole stock of the company shall be represented at such meeting.

After the adoption of the foregoing By-Laws, A. B., C. D., E. F., and G. H. were elected Directors, and said A. B. was duly elected President, said C. D. Secretary, and said E. F. Treasurer of said corporation, for the ensuing year.

The meeting then on motion of G. H. was dissolved. Secretary.

Attest. While the directors usually have the exclusive management of the business of every corporation, it is entirely competent, and, where the action contemplated is of unusual importance, as the building of new mills or the investment of a large amount of its capital in any new enterprise,would be desirable, that the stockholders should pass a vote, requesting the directors to take such action as may be named in the vote. In such a case the following form would be proper:

In stockholders' meeting, duly held, &c., Voted, That the directors of this company be requested,-if in their judgment it be expedient,—to purchase of -, upon such terms as they may deem proper, at a price however not exceeding

dollars, property described as follows, to wit:

(The Secretary should always attest the record of the doings of the stockholders and directors at each meeting, and should in like manner attest copies of such papers as are extended upon his record.)

The record of the doings of the directors should be kept substantially in the same manner as that of the stockholders, and should be attested in the same manner.

When a corporation is organized under a special charter, a copy of such charter, instead of the articles of association and agreement, should be the first thing upon the record book; and for additional duties of the officers of such cor

poration, reference should be had to said charter, as well as to the general laws of the State. Skeleton forms of votes and of various instruments are annexed, for the convenience of those who may require them.

ASSESSMENT UPON CAPITAL STOCK.

Voted, That an instalment of dollars on each share of the capital stock of this corporation be called for, payable to the Treasurer on or before the

day of

next.

VOTE TO CONVEY REAL ESTATE OF THE CORPORATION.

Voted, That this Corporation accept the proposal of A. B. for the purchase of the property described as follows: and that E. F., President of this Corporation, be and he hereby is duly authorized to execute all necessary and proper papers for the due transfer and conveyance thereof to said A. B.

The Secretary should record in the books of the corporation his doings, in publishing the articles of association and depositing in the office of the Secretary of State, County or Town Clerk, the certificates and other papers required to be so published or deposited.

The following general form of the certificate of the organization of a joint stock corporation will give an idea of what should usually be set forth, and may be varied to meet additional exigencies:

6. CERTIFICATE OF ORGANIZATION.

The subscribers, being the President and a majority of the Directors of the Company, a corporation organized

under the statute laws of the State of authorizing and regulating the formation of stock corporations, located in the in said State, hereby certify as follows:

town of

1. Said corporation is formed for the following purposes, to wit:

2. The amount of their capital stock is

dollars.

3. The amount of their capital stock actually paid in is

dollars.