tion shall be made until at least ten per cent of the net profits has been appropriated for a contingent or sinking fund, until there has accumulated a sum equal to thirty per cent in excess of its capital stock, and no person shall hold more than $1,000 of stock at par value, and no stockholder shall be entitled to more than one vote upon any subject.

BOSTON,

BOSTON,

You are hereby notified that the first meeting of the subscribers to an agreement to associate themselves with the intention to constitute a corporation to be known by the name of the Roxbury Machine Company, dated for the purpose of organizing said corporation by the adoption of bylaws, election of officers, and the transaction of such other business as may properly come before said meeting, will be held on Tuesday, the day of April, 189, at four o'clock

P. M., at No. 50 State Street, Boston, Mass.

(Signed)

SUFFOLK, SS.

APRIL 5, 1890.

I certify that I have served the foregoing notice upon each of the subscribers, by a copy deposited in the post-office, postpaid, addressed to each at his place of business.

.

Pursuant to the above notice, a meeting of the subscribers to

an agreement to associate themselves with the intention to con

stitute a corporation to be known as the Roxbury Machine Company was held on Tuesday, day of April, 1890, at four o'clock P. M., at No. 50 State Street, Boston.

On motion of

the said

were

was appointed to take the names of the parties present, and reported that present, representing, according to the subscription paper shares of the capital stock of the corporation

Upon motion of

chosen chairman, and upon motion of

was unanimously

was unanimously chosen temporary clerk, both elections being by ballot. The clerk was sworn as follows:

Suffolk, ss.

Then personally appeared

and made

oath that he would faithfully and impartially discharge the duties devolving upon him as temporary clerk of the

following subscription list, presented by containing subscriptions to the capital stock of

, being the entire subscriptions before the date of the act of the parties present, be accepted.

of by-laws presented by him be read, and their adoption be considered article by article.

The following by-laws were then read, and unanimously adopted article by article.

(See by-laws of Roxbury Machine Company.)

BY-LAWS OF ROXBURY MACHINE COMPANY.

SEAL.

The seal of a corporation may include an impression of the official "seal" upon paper alone as well as an impression by means of a wafer or wax affixed thereto, but this does not include written or printed scrolls or devices.

MAY BE A SHAREHOLDER.

A corporation may become a shareholder in another corporation and may vote through a duly authorized agent, but must not engage in speculation or seek to control the other corporation's affairs.

ARTICLE 1.

This corporation shall be known as the Roxbury Machine Company. Its purpose shall be the manufacture and sale of sewing machines and such other incidental business as may pertain thereto, and its principal place of business shall be in the city of Boston, Mass. There shall be a common seal, which shall bear the inscription of the name of the company in a circle, and the figures 1892 in the centre.

ARTICLE 2.

There shall be chosen by the stockholders by ballot at each annual meeting a Clerk and Treasurer; also a Board of not less than five directors, from which said directors said Clerk and Treasurer shall be chosen. All of said officers shall hold office for one year, and until their successors respectively are chosen and qualified.

ARTICLE 3.

A Board of Directors shall have the general supervision, management, and control of all the business and affairs of the company. They shall elect one of their number President. They shall have power to call meetings when they deem it necessary, giving notice thereof as required by Article 10, and they shall

call a meeting of the stockholders at any time on written request of persons representing one third of the capital stock. The notice of call for all special meetings shall state in general terms the business proposed to be transacted at such meeting. They may declare dividends out of the surplus profits whenever they shall deem it expedient. They may appoint a General Manager, who shall be a stockholder, to have general supervision of the business of the company, with such power and authority as he may receive from the Board of Directors, and with such salary as they may deem fit. They shall have the power to remove the General Manager whenever they may deem proper, but such removal shall be at a meeting of the Board, of which meeting notice shall be given in writing, properly addressed and mailed to the place of residence of each member, such notice to be not less than three days', and to specify the purpose of the meeting. They shall have the power to purchase any and all lands, buildings, stock, tools and machinery, and property which they may deem necessary and beneficial to the carrying on of the business of the company. They shall have the power to fix the compensation of all officers and to fill all vacancies occurring in the Board or otherwise. They shall keep a full and complete record of all meetings and the business transacted by them, and shall employ the necessary help to keep a true and accurate account of all purchases, sales, etc.

A majority of the Board shall constitute a quorum for the transaction of business, but in case a quorum of the Board is not present, a less number may adjourn to a future time.

The Board shall have the power and are hereby authorized to delegate so much of their authority, power, and duties hereby granted to them, and devolving upon them, as they may deem proper, upon the General Manager.

ARTICLE 4.

The President shall preside at all the meetings of the directors or stockholders; he shall sign, as President, all deeds and instruments in writing and all certificates of stock; he may

call special meetings of the Board of Directors, and shall call meetings whenever so requested by a majority of the Board. He shall have the custody of the bond of the Treasurer.

ARTICLE 5.

The Treasurer shall collect, receive, and safely keep all moneys, funds, and securities of the company, and shall disburse the same under the general management of the Board of Directors, except, however, as the duties and obligations may devolve upon the General Manager, by the Board of Directors. He shall sign all notes, drafts, checks and acceptances, contracts, and other obligations.

He shall countersign all certificates of stock issued, and shall give such bond as the Board of Directors may determine. He shall deposit all moneys, funds, or secureties of the company as may be in his hands or possession in such national bank or safety deposit company as the directors may determine. He shall submit a complete and full report of his accounts and doings as Treasurer at such times as the Board of Directors may determine. He shall have such other powers and duties as the Board of Directors may confer.

ARTICLE 6.

The Clerk shall keep a record of the stockholders, and shall act as clerk of the Board of Directors. He shall have possession of all stock books, and shall have custody of the corporate seal, forthwith notify the directors of their election, and call a meeting of the Board, to be held within two weeks after such election. If a quorum of the Board is not present, the Clerk or any of those persons present shall have the power to adjourn the meeting from time to time, until such quorum is present.

ARTICLE 7.

The regular annual meeting of the stockholders shall be on the first Monday of January of each year, at such time and place as the Clerk, on consultation with the President, may determine.