This section is from the book "Hill's Manual Of Social And Business Forms: A Guide To Correct Writing", by Thos. E. Hill. Also available from Amazon: Hill's Manual Of Social And Business Forms: The How-To-Do-Everything Book Of Victorian America.
The notarial endorsement is once more demanded to attest the regularity of the foregoing proceedings, and it is given on the back of the form last supplied, as follows:
On this twentieth day of December, A. D. 1881, personally appeared before me, a notary public in and for said county, in said State, George C. Anderson, Rudolph S. Schenck, and Jonathan Bigelow, and made oath that the foregoing report by them subscribed is true in substance and in fact.
------------------, Notary Public.
The papers are then all returned to the Secretary of State, except the license to act as commissioners, and subsequently that officer informs the incorporators that the certificate of organization has been issued, the final fee of $3.50 having been forwarded with the document last mentioned. The certificate, which places the company on a basis to commence business as a corporation, is an elegant compendium of all the papers that have theretofore been issued, tied with ribbon and bearing the great seal of State, comprising the following statement in due form, properly attested:
State oF Illinois, Department of State.
- , Secretary of State.
To all to whom these Presents shall come, Greeting:
Whereas, a statement, duly signed and acknowledged, has been filed in the office of the Secretary of State, on the thirtieth day of November, A. D. 1881, for the organization of the Metropolitan Boot and Shoe Manufacturing Company, under and in accordance with the provisions of "an act concerning corporations," approved April 18, 1872, and in force July 1, 1872, and all acts amendatory thereof, a copy of which statement is hereto attached;
And whereas, a license having been issued to George C. Anderson, Rudolph S. Schenck, and Jonathan Bigelow, as commissioners to open books for subscription to the capital stock of the said company;
And whereas, the said commissioners having, on the twentieth day of December, A. D. 1881, filed in the office of the Secretary of State a report of their proceedings under the said license, a copy of which report is hereto attached;
Now, therefore, I, - , Secretary of State of the State of
Illinois, by virtue of the powers and duties vested in me by law, do hereby certify that the said "Metropolitan Boot and Shoe Manufacturing Company," is a legally organized corporation under the laws of this State.
In testimony whereof, I hereunto set my hand and cause to be affixed the great seal of State. Done at the city of Springfield, this tenth day of January, in the year of our Lord one thousand eight hundred and eighty-two, and of the independence of the United States the one hundred and seventh.
- , Secretary of State.
It then only remains for the corporation to take their certificate, etc., to the office of the recorder, the fact of record being endorsed on the back of the completed issue, thus:
Metropolitan Boot and Shoe Manufacturing Company No. - ,
State of Illinois, County of Cook, ss.
Recorded, January 20, 1882, at two p. m.
Book - of Corporations, Page - .
- , Recorder.
The actual cost of the organization of the company is thus ascertained to be in fees to the office of the Secretary of State $5.50, notarial fees, postage and forms about $1. And when any doubt arises in the minds of corporators that cannot be removed by the perusal of the revised statutes touching corporations, a fee may be paid to counsel for advice.
After or during incorporation, any number of members may be added, by subscription for shares in capital stock or subsequent purchase, in accordance with the conditions of the certificate. The law does not recognize young men or women who have not attained their majority, but in practice it is well known that minors in many companies hold stock.
When the capital stock has all been subscribed, the commissioners, after at least ten days' personal notice, convene the subscribers at some specified time and place to elect as many directors or managers of such corporation as may be agreed upon. Each subscriber or stockholder, in person or by proxy, casts as many votes as he owns shares for as many persons as are to be elected managers or directors; or he may give one candidate as many votes as the number of directors or managers multiplied by the number of his shares of stock shall equal; or distribute his votes on the same principle among as many candidates as he may choose; and no directors or managers can be elected in any other way.
Voting by proxy, referred to above, is where a stockholder gives a written authority to some other stockholder to vote for him at the election of managers, if not himself able to be present at the election. The following is the form for such authority:
Know all Men by these Presents, That I, Eben C. West, of Chicago, Ill., owner of one hundred shares in the Metropolitan Boot and Shoe Manufacturing Company, do hereby constitute and appoint
Roswell Jones, of the same place, and also a shareholder in the said company, an attorney and agent for me and in my name, place and stead to vote as my proxy at an election of directors of said company, to be holden at No. - Clark street, Chicago, December 7, A. D. 1882, according to the number of votes that I should be entitled to vote if then personally present, with power of substitution in case he cannot be present at the election.
In witness whereof, I have hereunto set my hand and seal this first day of December, one thousand eight hundred and eighty-two.
Robert D. Tweed.
EBEN C. WEST.
After their election the board of managers or directors may be divided by such corporation into three classes, the first of whose term of office shall expire at the next annual election; that of the second-class at the second annual election, and that of the third-class at the third annual election, the vacancies being filled at each annual election at which they occur.
To complete the organization the commissioners file in the office of the Secretary of State a full report of their proceedings, as set forth above, with copies of the election notice sent to subscribers, the subscription list, and the list of the elected managers or directors, with the length of their respective terms of office; the whole sworn to by a majority or all of the commissioners. The Secretary of State then issues his certificate of the complete organization of the corporation under his hand and seal of State and records it in the office of the Recorder of Deeds of the county in which the corporation is located. The organization is then ready for business, which it must commence within two years or forfeit its license.
Such a corporation may have a common seal, may sue and be sued, and possess such amounts of real estate as will enable it to carry on its business and dispose of it at will; but no other real estate acquired by the corporation in the way of business can be retained by it, but must be sold at auction, after due advertisement, for the benefit of the organization, at least once a year.
The officers of such a corporation consist of a president, secretary and treasurer, and such other official personages as may be determined by the board of directors or managers, who may also require the officers or agents of the organization to give proper bonds for the performance of their duties and make by-laws for the government and continuance in office of all connected with the corporation.
Shares of stock cannot be less than $10, nor more than $100 each, and are classed as personal property and transferable under certain restrictions and regulations. Correct accounts of all its business are required to be kept by each corporation, and these accounts are open to inspection by every stockholder in the organization, or his attorney, at reasonable hours.
Should any corporation perform or neglect any act in such a manner as to forfeit its license to organize, all its subscribers may personally be sued for the indebtedness of the defunct organization, provided that its company assets are not sufficient to cancel its obligations. Officers and directors are liable, personally, if they permit the debts of the corporation to exceed the amount of its capital stock.