Ninth: The names and post office addresses of the subscribers and the number of shares of stock which each agrees to take in the corporation are as follows:

IN WITNESS WHEREOF, We have made, signed, and acknowledged this certificate this 4th day of April, in the year One Thousand Nine Hundred and Eight.

JOSEPH HALL,

JAMES MCKEon,

ANDREW J. Cook.

City and State of New York,
County of New York,

On this 4th day of April, in the year one thousand nine hundred and eight, before me personally came, Joseph Hall, James McKeon and Andrew J. Cook, to me known, and known to me to be the individuals described in, and who executed the foregoing certificate, and they severally acknowledged to me that they executed the same for the purposes therein set forth. ALEXANDER HUMPSTONE, Commissioner of Deeds, New York City.

STATE OF NEW YORK.
Office of the Secretary of State.

Charles W. Gerstenberg, Esq.,

160 Broadway, N. Y.

ALBANY, April 10, 1908.

Your letter of the 6th inst., enclosing certificate of incorporation of the Hamilton Automobile Co., to be filed and recorded in this office, has been received and the certificate placed on file and recorded to-day as requested.

Fee, $13.00.-Paid.

Secretary of State.

Take Notice: Organization tax must be paid directly to the State Treasurer by certified check, bank draft or money order.

$50.00.

TREASURER'S OFFICE, STATE OF NEW YORK.

ALBANY, Apr. 10, 1908.

Received from the Hamilton Automobile Co., fifty and 00/100 dollars in full tax of one-twentieth of one per centum upon the Capital Stock of $100,000.00 of the above-named company for the privilege of organization, pursuant to chapter 908, Laws of 1896, as amended.

G. W. BATTEN, Deputy Treasurer.

Mr. Cook, one of the directors, on behalf of those named as directors in the certificate of incorporation, presented and read the subscription list to the capital stock, and reported that fifty-four shares of said stock had been subscribed for, which⚫ are the shares only that were subscribed for by the incorporators, as appears by the certificate of incorporation.

On motion, duly made, seconded and carried, it was

RESOLVED, that said report be accepted as correct, and that this company accept such subscriptions, and notify said subscribers of the acceptance of their respective subscriptions.

Upon motion, duly made, seconded and carried, Charles W. Gerstenberg, Esq., counselor-at-law, of the City of New York, was appointed a committee to prepare a set of by-laws for the regulation of the affairs of the Company, the management of its property, the transfer of its stock, and the calling of meetings of the shareholders and directors, and fixing what attendance and what amount of stock must be represented thereat to constitute a quorum, and such other matters as can properly be contained in such by-laws, and to report the same to the meeting at their earliest convenience.

Upon motion, duly made, seconded and carried, a recess was then taken until the Committee should be ready to report to the meeting.

The Chairman called the meeting to order, and announced that the Committee was ready to render its report, whereupon the Committee to whom had been entrusted the drawing of the by-laws, presented its report, with a proposed set of by-laws, which were taken up and read, clause by clause, and separately and carefully considered and discussed at length by the members, and

Upon motion, duly made, seconded and carried, the following were adopted as and for the By-laws of the Company, and the Committee discharged.

Upon motion, duly made, seconded and carried, the Secretary was instructed to cause the same to be spread at length upon the minutes.

BY-LAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1. The annual meeting of stockholders for the election of Directors, and for the transaction of other business proper at such meeting, shall be held at the principal office of the Company, which shall be in the Borough of Manhattan, City, County and State of New York, on the second Tuesday of January in each year, at 12 o'clock noon. Notice of the time and place of holding such election of Directors shall be given by publication thereof at least once in each week for two successive weeks immediately preceding such election, in a newspaper published in the County where such election is to be held; and also by mailing a copy of the notice of such meeting to each stockholder of record at his last known post-office address, at least ten days before the meeting.

The stock books of the company shall be closed ten days before the date of such meeting, and only stockholders of record at the date of such closing of the books shall be entitled to vote in person or by proxy, for each share of stock held by him.

At any meeting of the stockholders of the Company, the members attending either in person or by proxy, shall constitute a quorum, except as otherwise prescribed by law.

Section 2. Special meetings of stockholders, except as otherwise prescribed by law, shall be called by the Secretary on the written request of any stockholder or stockholders holding at least twenty per cent. (20%) of the capital stock of this Company, by giving written personal notice thereof, stating the time, place and object at least two days before the time of such meeting, or by mailing such notice, addressed to the last known address of each stockholder at least five days before the time of such meeting.

Section 3. Special meetings of stockholders, except as otherwise prescribed by law, may be held at any time and place, and

for any purpose, if all of the stockholders of record consent, and waive notice of the time, place and object.

ARTICLE II

DIRECTORS AND THEIR MEETINGS

Section 1. The number of Directors shall be three (3), of whom at least one shall be a resident of this State, and none of them need be stockholders of the corporation.

Section 2. The Directors shall be chosen by ballot at the annual meeting, only except as hereinafter provided, and shall continue in office one year, and until their successors are duly elected and qualified. But upon the resignation or death of a Director before the expiration of his term of office, or otherwise upon the termination of his office, the remaining Directors in the Board may at a regular or special meeting thereof, elect his successor to fill out the unexpired term of the Director so resigning. As soon as the Board of Directors is chosen by the stockholders, it shall organize and elect by ballot the officers for the ensuing year, and transact such business as may then properly come before it.

Section 3. Regular meetings of the Board of Directors may be held on the first Tuesday of each month, at 10 A. M., and at such place as may best suit the convenience of the members of the Board.

Special meetings of the Board of Directors may be held at any time on the call of the President, or of any other officer of the Company, and a written notice of every such special meeting shall be given to each Director, either personally at least one day or by mail at least five days before the meeting, and the notice must specify the time, place and object of the meeting. The Board of Directors may also meet at any time and place, and if need be, except as otherwise provided by law, without notice, if all the Directors consent and waive notice of the time, place and object.

At any meeting of the Board of Directors, a majority of the whole number of Directors shall constitute a lawful quorum for

the transaction of business; or in the event of a quorum not being present, a less number may adjourn the meeting to some future time.

ARTICLE III

OFFICERS

Section 1. The officers of this company shall be a President, Vice-President, Secretary and Treasurer, and one or more of said offices may be held by the same person, where the duties of such offices are not inconsistent.

Section 2. Vacancies in any office, however caused, shall be filled by the Board of Directors for the remainder of the term, until such time as a successor shall be elected.

ARTICLE IV

THE PRESIDENT

Section 1. The President shall preside at all meetings of the stockholders and of the Board of Directors; he shall execute all certificates of stock duly issued, and he shall sign and execute all contracts which require to be formally executed on behalf of the Company, but always subject to the counter-signature of the Secretary, or General Manager, as hereinafter provided, except such as may be signed by other agents or representatives of the Company, pursuant to authority from the Board of Directors.

ARTICLE V

THE VICE-PRESIDENT

The Vice-President shall, in the absence or incapacity of the President, perform any and all of the duties of the office of President, and shall have authority to countersign the checks of the Company which shall be signed by the Treasurer.