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HomeMy WebLinkAbout1930-1964 Book #7 w/ IndexI 1 0 -33 7 An� 31 1 • 0 r: Certificate of Incorporation CERTIFICATE OF INCORPORATION OF CORITELL-IN-CHINA, INC. of -Pursuant to the Membership Corporations Law CORNELL-IN-CHINA, INC. : We, the Undersigned, desiring to form a membership corpor- ------------------------------ X ation pursuant to the provisions of the membership Corpora- tions Law of the State of New York, do certify: First, the name of the proposed corporation is "Cornell -in -China, Inc." Second, the particular objects for which the Corporation is to be formed are: to promote mutual understanding and good will between China and the United States, and to that end to aid in the exchange of students and teachers between the two countries; to encourage the friendly relations of students and teachers in both countries; to foster Cornell educational interests in China; to receive, hold, manage and invest funds and disburse the same for these purposes, either as trustee or simply in its corporate cap- �I acity, -with such discretionary power as to investments, selection of depositories, agents and trustees, control and safeguarding of funds and the disposition thereof (subject always to the provisions of the will or deed of trust under which funds are received) , as may be vested in the Board of Directors by the by-laws of the Corporation duly adopted. Third, the territory in which the operations of the corporation may be conducted is unrestricted. Fourth, the principal office of the corporation is to be located in the City of Ithaca, County of 'Tompkins and State of New York. Fifth, the number of its directors shall be fif- teen. Sixth, that all of the subscribers to this certificate are of full age; that at least two-thirds of them are citizens of the United States; that at least one of them is a resident of the State of New York, and that of the persons named as directors at least one of them is a citizen of the United States and a resident of the State of New York. Seventh, the names and places of residence of the perSD ns to be its directors until the first annual meeting are as follows: Charles K. Burdick Cayuga Heights Road C. Y. Chou 3 Tah Loh Fang Katherine R.Ganzenmuiler 28 I:Iarden Ave. Harold Flack Hanshaw Road Paul 11. Lincoln Cayuga Heights Road Harry H. Love 119 Oak Hill Road Albert R. Hann 410 Dryden Road `+!alter F. Willcox 3 South Avenue Hugh A. Moran 221 Eddy Street Jared T. Newman 421 Highland Avenue Tien Liu Mei Hsien J. D. Nobel 96 Spring Valley Ave. George F. Rogalsky 205 Thurston Ave. Charles E. Treman 623 University Avenue Martha VanRensselear 2 The Circle Ithaca, N. Y. Shanghi, China Sea Cliff, N. Y. Ithaca, N. Y. Ithaca, 'IT. Y. Ithaca, N. Y. Ithaca, N. Y. Ithaca, N. Y. Ithaca, N. Y. Ithaca, N. Y. Kwangtung, China Hackensack, N. J. Ithaca, N. Y. Ithaca, N. Y. Ithaca, N. Y. IN WITNESS ITF=EOF, we have made, signed, acknowledged and filed this certificate in duplicate Dated this 5th day of February, 1930. Walter F. Willcox Harold Flack Hugh A. Moran J. D. Nobel STATE OF NE7 YORK ) George F. Rogalsky ) s s_ COUNTY OF TOPITKINS ) On this 5th day of February, 1930, before me personally came II Walter F. Willcox, Harold Flack, Hugh A. 11oran, J. D. Nobel and George F. Rogalsky to me per- sonally known to be the persons described in and who made and signed the foregoing certifi- cate and severally duly acknowledged to me that they made, signed, and executed the same for the uses and purposes therein set forth. (SEAL) Chas A. Brewer, Notary Public The foregoing certificate of incorporation of Cornell -in -China Inc. is _iereby approved. Dated at Binghamton, N. Y. Leon C. Rh,,des, Justice of Supreme Court February 19th, 1930 Sixth Judicial District 1080 STATE OF NE',7 YOFK ) ss: I CERTIFY That I have compared the preceding copy with DEPARTT:Z12TT OF STATE } the original Certificate of Incorporation of "Cornell -in -China, Inc" filed in this department on the 26th day of February, 1930, and that such copy is a the correct transcript therefrom and of the whole of such original. :IITNESS my hand and/of ficial seal of the Department of State at the City of Albany, this first day of T.Tarch One thousand nine hundred and thirty. (SEAL) Frank S. Sharp Deputy Secretary of State STATE OF NEW YORK DEPA=ENT OF STATE DIVISION OF CORPORATIONS ALBANY ED­TA RD J. FLYNN KH 130 FRANK S. S= Deputy Secretary, Chief of Secretary of State Division February 26, 1930 Messrs Newman & Newman, Ithaca, N. Y. Dear Sirs: Certificate of Incorporation of Cornell -in -China, Inc. has been received and filed today as requested. i • Fee $30. paid. Yours truly, Frank S. Sharp, Chief ,,QQ,�'' Division (ENDORSED) Certificate of Incorporation of Cornell -in -Chin; Igo•suant to the 1embership Corp- orations Law. Dated February 5, 1930. STATE OF NEW YORK DEPARMIENT OF STATE FILED Feb. 26, 1930 TAX None. FILING FEE $30 EDWARD J. FLYNN, Secretary of State. By I1. J. Fisher, Cashier. Recorded larch , 1930 at 10:05 o'clock A. M. � .�//�JCLERK. Certificate of Incorporation We, the undersigned for the purpose of forming a corp- of : oration pursuant to Article 7 of the Cooperative Corp- SEELEY CREEK COOPERATIVE G. L. F. oration Law of the State of New York, do hereby make, SERVICE, INC.,pursuant to Article 7 of the Co-operative Corporation sign, acknowledge and file this certificate for that Law of the State of New York purpose as follows: 1. That all the undersigned persons -----------------------------------X are of full age; all citizens cf tY_- United States and all are residents of the State of New York. The name of the proposed Corporation is SEELEY CREEK COOPERATIVE G. L. F. SERVICE, Inc 3. The purposes for which it is to be formed are: a. To conduct a general producing, manu- facturing, warehousing or merchandising, processing and cleansing business on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and suppliesa • and articles of domestic and personal use; to buy sell or lease homes or farms for its mem- bers, to build or conduct housing or eating places co-operatively. b. To do all and every- thing incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individ- ually or as a�-ent, either alone or in association with other corporations, firms or individ- uals. 4. The amount of capital stock is25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a per value of $5. each to be known as six per cent non -cumulative preferred stock; and 1000 shares of the par value of :jr5. each to be known as common stock. 6. The designations, priv ileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation excepting as otherxrise expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per annum before any dividends what- soever may be declared or paid upon conmion capital stock. Such dividends shall be non -cumu- lative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporat- ion. The date for payment of dividends upon all preferred stock of the corporation shall be • on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpet- ual. 8. The number of its directors is five. 9. 2he names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. Howard E. Babcock Ithaca, N. Y., T_.D. 5 17- E. Victor Underwood 141 Ithaca Rd., Ithaca, N. Y. 3 a� " Verne A. Fogg 205 vilest Buffalo St., Ithaca, N. Y. Alice R. PrIcAniff 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post II office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corp;oratic are as follows: V. A. Fogg Seneca Bldg., Ithaca, N. Y. 1 share A. R. !;icAniff " " " " " 1 share Charlotte Davis " it It it " 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. 11NIo transaction, right or liability entered into, enjoy- incurred by in ed or or respect of the corporation shall be affected by the fact that any dir- ector or directors of the corporation are or may have been personally interested in or concern ing the same, and each director of the corporation is hereby relieved of aid from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corporation, in vh ich in any wise he may be whether interested. b. The board of Directors, from time to time shall determine/ to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them, shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time, sell any or all of the unissued capital stock of the corporation, whether the same be any of the original author- ized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board • may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation, Law. d. The corporation may pay not to exceed six Per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebted- ness or in services, proportionately and equitably among the persons for which it does busi- ness on the basis of the amount of sale, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the Purpose of such distribution, so that outstide • purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to -.rticle • 7 of the Co-operative Corporation Law. IT_T `:IITNESS i'1HEREOF, we have made, signed, acknowled- ged an:i filed this certificate in duplicate, dated this 25th day of February, 1930. STATE OF TNTE`,'i YOIK ) V. iEi. Fogg ss: ri. R. IIcAniff COUNTY OF T OTJPKINS ) Charlotte Davis On this 25th dey of February, 1930, before me the subscriber personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis, to ime known to be the same persons described in and who executed the foregoing certif is lte of incozp orporation and they severally duly acknowled- ged to me that they executed the same. Henry J. Shirey, Notary Public Recorded I'�arch 4, 1930 at 3:55 o'clock P. M. . CLERK. Certificate of Incorporation We, the undersigned, desiring; to form a business of : corporation pursuant to Article 2 of the Stock 1.l-iCKEY - LI11DSi%.Y CO. , INC. Corporation Law of the State of New York, do here - Pursuant to &rticle 2 of the Stock Corporation Law. by make, subscribe and acknowledge this certificate --------------------------------------X in duplicate for that purpose as follows: 1. The name of the oroposed corporation is MIXKEY-LINrJSAY CO., INC. 2. The purposes for which the corporation is to be formed are as follows: To manufacture, buy, sell, import, export, trade and deal in all kinds Df automobiles, motor trucks and vehicles operated by gasoline or electric power, and also all kinds of airplanes, motor boats, motors, ermines, radios, machines and parts of such vehicles, airplanes, boats, machines, motors, radios and engines and all kinds of motor and radio accessories and all kinds and varities of devices and equipments making up and appertaining to motor vehicles, airplanes, motor boats, motors, engines and radios and to purchase the raw material necessary to build, cors truct or repair such motor vehicles, airplanes, motor boats, motors engines and radios, or parts thereof or accessories thereto, and all products natural or artificial, used as motive ;power for motor vehicles, motor boats, motors and engines, and radios and also to buy and sell roofing and roof and reroof buildings, and generally to undertake and carry on any business and operations incidental to the foregoing activities and to repair all parts of automobiles motor trucks, airplanes, motor boats, motors, radios, engines and building roofs and p&rts tl-Broof, and to buy, sell, trade and deal in all kinds of gasoline and oils and greases; to purchase, lease or otherwise acquire, hold, own, improve, develop, sell mortgage, pledge, or otherwise deal in and for such property, real and personal, and rights and )rivileges therein as the purposes of the corporation shall require, and to purchase or otherwise acquire, hold, own, use and operate under any Letters Patent of the United States, or of any other country or Government covering or relating to any of the machines, contrivances, devices, articles and things here- inbefore referred to, or of any future improvements therein and the manufacture, use and sale of the same and of any interest in any such Letters Patent, or in any inventions, im- provements and processes relating to any of the articles or things aforesaid whether covered by Letters Patent or not, and to sell and assign the same, or any interest therein, and other°rise to deal in the same and to grant and convey licenses in respect thereto; to build, own, lease, operate and sell gasoline stations, repair business, garages and storage buildings for the storing, carinc-;for and keeping automobiles and other motor vehicles for hire and l generally to manufacture, bar sell and deal in all goods, merchandize necessary or incidental to the sale, operation, repair or equipment of automobiles, motor trucks airplanes, motor boats and motor vehicles of any and all kinds, radios and also roofs on buildings and for the purpose of carrying on the business aforesaid, to buy, sell lease and convey property, real and personal, as the same nay. be necessary for the conducting of said business. 3. That the total number of shares that may be issued by the corporation is five hundred of which two hundred fifty she r_ e s of the par value of One 11undred Dollars (�'100) each shall be preferred and two hundred fifty shares shall be common without par value. The designations, preferences, privileges, voting powers or restrictions or qualifications of the shares of each class are as follows: The holders of the preferred shares shall be entitled to receive from t__e surplus or net profits of the corporation as and when declared by the Board of Dir- ectors accumulative dividends upon such shares at tie rate of six per cent per annum, payable annually in preference and priority to the declaration or payment of any dividend upon the common shares. The holders. of the comMon shares shall be entitled to all the remaining sur- • • • i� U U P to M a� plus or net profits of the corporation which the directors, in exercise of their discretion, 5 • • • • may determine to be distributed as dividends. Upon the dissolution of the corporation and the istribution of its net assets, the holders of the preferred shares shall be paid in full the par value of the shares held by them plus any accumulated dividends paid thereon before any amount wall be distributed among the holders of the colmnon shares, and after such pay- ment to the holders of ti:e preferred shares the remaining net assets, if any, shall be dis- tributed among the holders of the common shares. The holders of the preferred shares shall not je entitled to vote at the election of directors or any any other meeting of stock holders nor shall the holders of such shares be entitled to vote in a proceedi:g for mortgaging the property and franchises of the corporation pursuant to La -a, or for the sale of the franchises and property pursuant to Law, or for voluntary dissolution of the corporation, or for change of name pursuant to Law. 4. That the office of the coip oration is to be located in the City of Ithaca, County of Tompkins and State of New York, 5. The duration of such corporat- Ilion is to be perpetual. 6. The number of the directors of the corporation shall be three. 7. The names and postoffiee addresses of the directors until the first annual meeting of the stockholders are as follows: Name s Charles A. Mackey Robert J. Lindsay Herbert E. Burleson P. 0. Addresses 115 East Fall St., Ithaca, N. Y. 336 East State St., Ithaca, N. Y. 52,0 Titus 11ve. , Ithaca, N. Y. 8. The names and Post Office addresses of each subscriber of this certificate and statement of the number of shares of stock which he agrees to take are as follows: Name 2 0. Address No. of Shares. Charles A. Mackey 115 E. Fall St., Ithaca, N. Y. 50 Robert J. Lindsay 336. Last State St., Ithaca, N. Y. 50 Herbert E. Burleson 520 Titus Ave., Ithaca, N. Y. 50 9. That all of the subscribers of this certificate are of full age; that at least two thirds of them are citizens of the United States, .and that at least one of them is a re,>ident of the State of New York; that at least one of the persons named as a (director is a citizen of the i United States and a resident of the: State of New York. 10. The meetings of the Board of Directors are to be held only within the State of New York. IN I`T7['.I'NESS WHEREOF, we have made, su:)scribed and acknowledged this certificate in duplicate. Dated February 28, 1930. Chas. A. I.Tackey R. J. Lindsay ST11TE OF I YT l YORK Herbert E. Burleson SS COUNTY OF TOI,2KINS On this 4th day of 11arch, nineteen hundred and thirty,before �'Me. the subscriber, personally appeared Charles A. Mackey, Robert J. Lindsay and Herbert E. jBurleson, to me personally known to be the same persons described in and who executed the fore- going instrument, and they severally acknowledged to me that they executed the same. STATE OF NEW YORK } 1247 Bert T. Baker, Notary Public } ss: ��EPARMIEIIT OF STATE } I Certify That I have compared the, preceding copy i-,rith the original C-nrtificate of Incorporation of 11-ackey-Linsay Co. Inc., filed in this department on the 7th day of March, 1930, and that such copy is a correct transcript therefrom and of the, whole of such original. 'ddITNESS my hand and the official seal of the Department of State at the City of Albany, this tenth day of March, one thousand nine hundred and thirty. (SEnL) EDWARD J. FLYINN, Secretary of State LYI:,SAN H. HURD, General:.. Auditor Grace A. Reavy, Deputy Secretary of State II-ROLD J. FISHER, Cashier JOHN F. COX, Ass't Cashier STATE OF TJE J YOIIF DEPARTTN1ENT OF STATE; DIVISION OF FINANCE AND AUDIT :A.lbany, 11arch 7, 1930 Received from 11ACKEY-LINDS_1Y CO., INC. Twenty -Five Dollars in payment of tax u_.der section 180 of the Tax Law, as follows: 1/2:0 of 1 per cent on $25,000.00 consisting of 250 shares par value _100.00 each, ?12.50 Five Cents per share on 250 shares without par value 12.50 II }r 52 00 Lyman H. Hurd, General Auditor 3y John F. Cox, "'sst Cashier (ENDORSED) Certificate of Incorporation of 1,ACKEY-LINDSAY CO. INC., pursuant to Article 2 of the Stock Corporation Law. STATE OF NEW Y0IK DEPARM YI1 OF STATE, FILED 11ar. 7 1930, TAX $2 5 /FILING FEE $30. EDinA_RD J. FLYNN, Secretary of State. By John F. Cox. Asst Cashier Recorded March 11, 1930 at 10:35 o'clock A. 11I. � Certificate of Incorporation Certificate of Incorporation of the Cornell Student Util- of : ities, Inc. Vie, the undersigned,- desiring to form a Cornell Student Utilities, Inc. stock corporation pursuant to the provisions of Article ---------------------------------X two of the Stock Corporation law of the State of New York, Do Hereby Certify as follows: First: That the name of the proposed corporation is Cornell Student Utilities, Inc. Second: That the purposes for ihich it it to be formed are to do any and all of the things hereinafter set forth to the same extent as natural persons might or could do in any m rt of the world, namely: (a) To own operate and carry on a general pressing, tailoring, new and used clothing, dry cleaning, altering and repairing, dying, hat - blocking and shoe -repairing business. (b) To own operate and carry on a general book, publi- cations, newspapers, cameras, films, pictures, banner, pennant, blotter, calendar, greeting card, souvenir, typing, printing and mimeographing business. (c) To own, operate and carry on a business of buying and selling real estate, furniture and automoblies. (d) To own, open !late and carry on a general taxi, transfer, transportation and travel bureau business. (e) To own operate and carry on a general sporting and atletic goods ai:.d equipment business. (f) To own operate and carry on a general food, confectionary, catering and refreshment business or concessions. (g) To oven operate and carry on any business leading up to, .,roving out of, connected with, accessory to, or facilitating the proper execution and economical carrying out of any business under the preceding subdivisions. (h) To be agent and broker for any per- son, partnership or corporation, domestic or foreign, conducting any business mentioned in I. the preceding subdivisions. (i) To be a:� ent for the hiring and letting of buildings houses and rooms. (j) To be agent and broker for fire, accident, life an other insurance companies. (k) To own operate and carry on the business of a general agency for any business under the preceding subdivisions. The corporation may acquire, hold and dispose of the stocks, bonds or other obligations of any other corporation, domestic or foreign, with pourer to issue in exchange its own secu_ 1ties therefor. Third: That the amount of Capital Stock shall be five thousand dollars (05,000.00) consisting of one hundred (100) shares of the par value of fifty dollars (�bO.00) each. Fourth: That all the shares shall be common stock. Fifth: That its principal business office is to be located in the City of Ithaca, County of Tmpkins, State of New York. Sixth: That its duration is to be perpetual. Seventh: That the number of its directors is to be five (5) Eighth: That the names and post office addresses of the directors until the i'irst annual meeting of stockholders are as follows: Names Post Office Addresses Victor T. Surrows Z 207 Tnodbridge Ave . , Cleveland , Ohio James P. Parker 465 Adams Ave., Glencoe, Ill. Theodore S. Ryan` 50 East 71st St., New York City Robert S. Stevens Hanshaw Road, Ithaca, N. Y. Jack D. Petrillose 233 Elm St., Ithaca, N. Y. Ninth: That the names and post office addresses of the subscribers of the certificates and a r� U • n �J • 7 4n MA • statement of the shares of stock which each agrees to take in the Corporation are as follovis: Name s : Victor T. Surrows James p. Parke r Theodo- e S. Ryan Robert S. Stevens Jack D. Petrillose Post Office Addresses: Number of Shares 3207 Woodbridge Ave. ,Cleveland, Ohio (25) 465 Adams Ave., Glencoe, Ill (13) 50 East 71st St., New York City (20) I1ansha,ii Road, Ithaca, N. Y. (2 ) 233 Elm St., Ithaca, N. Y. (22) Tenth: That all the subscribers of this certificate of incorporation are of full age and all citizens of the United States of America, and at least one of them is a resident of the State of New York; and that all the persons named as directors are citizens of the United States of iu:ierica and at least one is a resident of the State cf New York. In witness whereof, we have made, signed, acknowledged and filed, this certificate in duplicate. • Dated this second day of January, 1930, Victor T. Surrows James P. Parker ::STATE OF NE11 YORK ) Theodore S. Ryan COUNTY OF TOT'It 1MIS ) ss: Robert S. Stevens CITY OF ITIaCA ) Jack D. Petrillose On this 2nd day. of January in the year One thousand nine hundred and thirty, before me, the subscriber, personally La)peared Victor T. Surrows, James ?. Parker, Theodore S. Ryan, i,obert S. Stevens, Jack D. Petrillose to me personally known to be the same persons described in and who executed the foregoing instrument, and they acknowledged to rye that they executed the ,,ane. (SEAL) 11ary Jane Dalton, Notary Public ED',inRD J. 2-LYNN, Secretary of State HAROLD J. 2ISHER, Cashier LYbILN H. HURD, General auditor JOHN F. COX, =�sstt Cahsier STATE OF NEW YORK DEPARMIENT OF ST-ATE - DIVISION OF F D-L.ONCE AND j UDIT D ALBANY, March 10, 1930 Received from Cornell Student Utilities, Inc. Ten Dollars in payment of 1:4inimum tax under • section 180 of the Tax Law, as follows: 1/20 of 1 per cent on. tT,'5,000.00 consisting of 100 shares par value $50.00 each, 4?10.00 Five cents per shares on ----shares without par value, � Lyman H. Hurd, General Auditor By John F. Cox, Asst.Cashier (Endorsement) s,.rticles of Incorporation of Cornell Student Utilities, Inc. Ithaca, New York. Recorded March 13, 1930 at 9:30 o'clock ZL. Pd. CLERK. Certificate of Decrease of We. the undersigned, constituting tl-& holders of record of Number of Directors -of- all the outstanding shares of Whitney Point Cooperative G. L. F. Service, Inc. entitled to vote on a change in the ',IHITNh'Y POINT COOPERATIVE G. L.F. SERVICE, INC., : number of directors, do hereby certify as follows: Pursuant to Section 35 of the Stock Corporation Law. 1. The name of the corporation is: 17hitney Point Cooper- ------------------------------- X ative G. L. F. Service, Inc. 2. The certificate of incorp- • oration of said corporation was filed in the office of the: Secretary of ,State on the loth day of iugust, 1928. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN r'ITNESS 'THEREOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVIiTOR CO. INC. ( SEAL ) By H. E. Babcock, as President V. A. Fogg (SE iL) H. E. Babcock ST' TE OF NET YORK ri. R. McAniff ss: Charlotte Davis COUNTY OF TOMPKINS ) On this 13th d_y of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the P Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO. Inc., the corporation described in and which executed the above in- strument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corpor:te seal of said corporation and was affi.,ed to said instrument by order of its Board of Directors for the uses and purposes and that he si,,n his name &b. President by like order. Sherman Peer, Notary Public • STATE OF NYi YORK ) On this 13th day of January, 1930, before me personally came ss: COUNTY OF TOT:ZPKINS ) Howard E. Babcock, Verne Ii. Fo-g, tilice R. McAniff and Charlotte Davis, to me known and known to me to: be the persons described in and vho executed the fore- going certificate and they severally duly acknowledged to ne that they executed the same. • STATE OF NE':W YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TObU)KINS ) E. Victor Underwood, being duly sworn, deposes and Buys, that he is the Secretary of `.'.�hitney Point Cooperative G. L. F. Service, Inc., the Corporation mentioned and described in the foregoing certific�.te, and that the corporation and persons who have executed the foregoing certificate constitLte the holders of record of all the outstanding shares of said corporation entitled to Grote on a change in the number of directors. Sworn to before me this a. Victor Under,:,00d (SE.LL) 13th day of January, 1930 Sherman Peer, Notary Public iP iled and entered I>>arch 19, 1930 at 12:05 o'clock P. T.'. J.7 Certific.te of Decrease of : We, the undersigned, constituting the holders of record of all Number of Directors : the outstanding shares of -WELLSBORO Cooperative G.L.F. Service -of- Inc., entitled to vote on a change in the number of directors ,dELLSBORO COOPEFLTIVE G. L. F. SERVICE, INC. do hereby certify as follows: Pursuant to Section 35 of the Stock corporation Law. 1. The name of the corporation is: 7TELLS30i;0 Cooperative -----------------------------X G.L.F. Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 16th day of !.,Tay 1927. 3. The number of directors previously authorized is nine. 4. The number of dir- ectors so authorized in decreased by four so that hereafter the number of directors as hereby decreased shall be five. IN WITNESS o''HEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. STATE OF NEV YORK ) ss: COUNTY OF TOMPKINS ) ( SEAL) PRODUCERS WAREHOUSE ELEVATOR CO. INC. By H. E. Babcock As President V. A. Fogg (SEAL) H. E..Babcock A. R. McAniff Charlotte Davis On this 13th dL.y of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Tovm of Ithaca, in said county of Tompkins, N. Y. that tie is the President of Producers Warehouse & Elevator Co. Inc. the corporation described in and which executed the above Instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOT ?KINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, .lice R. "?cbniff and Charlotte Davis, to me known and known to me to be the persons described in and ti;ho executed the foregoing certnlficcte and they severally duly acknowledged to me that they executed the scame. n • U Sherman Peer, Notary Public • STATE OF NE?r YORK ) E. Victor Underwood, being duly sworn, deposes and says that ) ss: COUNTY OF TOTTKINS ) he is the Secretary of Wellsboro Cooperative G. L. F. Service Inc., the corporation mentioned and described in the foregoing certific,-,te, and that the corp- record of oration and persons who have executed the foregoing certificate constitute the holders of/ all the outstanding shares of said corporation entitled to vote on a change in the number of Directors. Sworn to before me this 13th day of Janua ly , 1930 (SEAL) E. Victor Underwood Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 o'clock P. tvi. CLERK. • Certificate of Decrease of '�o'e, the undersigned, constituting the holders of record of Number bf Directors -of- : all the outstanding shares of Walton Cooperative, G. L. F. . Service, Inc. Entitled to vote on a change in the number of I'I`ALTON COOPERATIVE G. L..F. Service, Inc. directors, do hereby certify as follows: Pursuant to Section 35 of the Stock corporation Law. 1. The name of the corporation is: WALTON Cooperative G.L.F. --------------------------X Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 9th day of July, 1925. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased shall be five. IN liIITNESS -'THEREOF, we have made and subscribed this certificate in duplicate this 13th dl y of January, 1930. -PRODUCERS WAREHOUSING & ELEVATOR CO. INC. (SELL) By H. E. Babcock, As President STATE OF NEWYORK ) ( SEAL) H. E. Babcock ) ss: A. R. McAniff COUNTY OF TM.TKINS ) Charlotte Davis • On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known ,110 being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of Producers Warehouse & Elevator Co. Inc. the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corp- oration and was affixed to said instrument by order of its Board of Directors for the uses and purposes and the he sign his name as President by like order. STATE OF NEIlT YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TO1,1P.KINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne ri. !,'Ogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in aiid who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. State of New York ) Sherman Peer, Notary Public ) ss: • County of Tompkins ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of +ALTON Cooperative G.L.F. Service, Inc. the Corporation mentioned and des- cribed in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. • Sworn to before me this 13th E. Victor Underwood (SE_L) day of January, 1930. Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 o'clock P. T.I. I �) Certificate of Decrease of : ;'Te, the undersigned, constituting the holders of record of of Number of Directors -of- all the outstanding shares of TULLY Cooperative, G.L.F. TULLY COOPERATIVE G.L.F. Service, Inc., entitled to vote on a change in the number SERVICE, INC. Pursuant to of directors, do hereby certify as follows: Section 35 of the Stock Corporation Law 1. The name of the corporation is: TULLY Cooperative --------------------------------X G.L.F. Service, Inc. 2. The certificate of incorporat- ion of said corporation was filed in the office of the Secretary of State on the loth day of September, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN ,+ITNESS WIIEREOF, we have made and subscribed this certi- ficate in duplicate, this 13th, day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO. INC. (SEAL) 3y Ii. E. Babcock As President V.A. Fogg STATE OF NE1ri' YORK ) H. E. Babcock (SEAL) ) ss: A. R. McAniff COUNTY OF TOTIPXINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of' Tompkins, 11. Y. that he is the President of PRODUCERS ?+AREHOUSE & ELE7ATOR CO. INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corpcmate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like or der. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOILKINS ) On this 13th day of January, 1930, before me personally came HOWARD E. BABCOCK, VERNE A. FOGG, ALICE R. McANIFF and CHARLOTTE D_iVIS, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. STATE OF NE`r''i YORK ) Sherman Peer Noter Public ) ss: ' y COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of TULLY Cooperative G.L.F. Service, Inc. the Corporation mentioned and describ- ed in the foregoing certificate, and the corporation and perm ns who have executed the fore- going certificate constitute the holders of record of all the outstanding shares of said corp- oration entitled to vote on a change in the number of directors. Sworn to before me this 13th day of January E. Victor Underwood (SEAL) 1930 • is n Sherman Peer, Notary Public Filed and entered ,,larch 19, 1930 at 12:05 O'clock P. M. CLEF Certificate of Decrease of rye, the undersigned, constituting the holders of record of Number of Directors all the outstanding shares of Sussex Cooperative G.L.F. Ser- -of- vice, Inc. entitled to vote on a change in the number of dir- SUSSEX COOPERATIVE G.L.F. SERVIC::,, INC. Pursuant ectors, do hereby certify as follows: to section 35 of the Stock Corporation Law 1. The name of the corporation is: SUSSEX Cooperative ------------------------------X • G.L.F. Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the secretary of State on the 22nd day of Nov - ember, 1929. 3. The number of directors previously authorized is nine. 4. The number of dir- ectors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN WITNESS WHEREOF, we have made and subscribed this certificate in RM 11 • 0 LJ duplicate, this 13th day of January,1930. PRODUCERS 7TAREHOUSE & ELEVATOR CO. INC. (SEAL) By H. E. Babcock As President STATE OF NEW YORK ) ) ss: COUNTY OF T OTIT2KINS ) V. A. Fogg (SEAL) H. E. Babcock A. R. rRcAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known zho being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the president of PRODUCERS 7TAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument that he knew the seal of said,corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this lath day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. RTcAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the sarae. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOP,TPKINS ) E. Victor UndeiTiood, being duly sworn, deposes and says, that he is the Secretary of Sussex Cooperative G.L.F. Servvice, Inc., the corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have execut- ed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day of January 1930 Sherman Peer, Notary Public E. Victor Underwood. (SEAL) Filed and entered March 19, 1930, at 12:05 o'clock P. 1.1. v.. _ CLERK. Certificate of Decrease of : We, the undersigned, constituting the holders of record of Number of Directors : all the outstanding shares of SHERBURNE Cooperative G.L.F. -of- SHERBURNE COOPERATIVE G.L.F. Service, Inc., entitled to vote on a change in the number SERVICE, INC. Pursuant to of directors, do hereby certify as follows: Section 35 of the Stock Corporation Law 1. The name of the corporation is: SHERBURNE cooperative -------------------------------X G. L. F. Service, Inc. 2. The certificate of incorpor- ation of said corporation was filed in the office of the Secretary of State on the 12th day of August, 1926. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN WITNESS ',THEREOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVl,.TOR CO. INC. (SEAL) By H. E. Babcock, As President ( SEAL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock ss: A. R. I?cAniff COUNTY OF TOTILPKINS ) Charlotte Davis Howard On this 13th day of January, 1930, before me personally came /. E. Babcock, to me known who being by me duly sworn did depose and say that lie resided in the Town of Ithaca, in said cour:ty of Tompkins, N. Y.; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that lie sign his name as President by like order. Sherman Peer, Notary Public C� STATE OF NEW YORK ) On this 13th day of January, before me personally came Howard. ss: COUNTY OF TOMPKINS Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing cert- ificate and they severally duly acknowledged to rae that they executed the sane. ` STATE CF NEE YORK ) Sherman Peer, notary Public �. ss: •!",OUNTY OF ri'OMPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of SHERBURNE Cooperative G.L.F. Service, Inc. the corporation mentioned and described in the foregoing certif is te, and that the corporat ion and persons who have exec - certificate uted the foregoing/constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SELL) • day of January, 1930 Sherman Peer, Notary Public Filed and entered I'larch 19, 1930 at 12:05 o'clock P. 111. Certificate of Decrease of We, the undersigned, constituting the holders of record Number of Directors of all the outstanding shares of SCHENEVUS Cooperative -of- G.L.F. Service, Inc. entitled to vote on a change in the SCHENEVUS COOPERATIVE G.L.F. SERVICE, INC. number of directors, do hereby certify as follows: Pursuant to Section 35 of the Stock Corporation Law. : 1. The name of the corporation is: SCHENEVUS Cooperative --------------------------------X G.L.F. Service, Inc. 2. The certificate of incorporat- of said corporation ion/was filed in the office of the Secretary of State on the 12th day of March 1928. 3. The number of Directors previously authorized is nine. 4. The number of dir-actors so author - so that hereafter the number of directors as hereby decreased, ized is decreased by four,/shall be five. IN WITNESS �MEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. • PRODUCERS ',WAREHOUSE & ELEVATOR CO. INC. (Sui;L) By H. E. Babcock, tis President STATE OF NEW YORK ) (SEAL) V. A. Fogg ss: H. E. Babcock COUNTY OF TC1T14U,'r1NS ) A. R. i TcAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who, being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of PRODUCERS WAREHO?S' & ELEVATOR Co. Inc. the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal. of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NE1i YORK ) Sherman Peer, Notary Public ) ss: COTNTY OF TMIPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to) be the persons described in and who executed the foregoing certificate and they • severally duly acknowledged to me that they executed the same. STATE OF iJ.10 YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOITKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of Schenevus Cooperative G.L.F. Service, Inc. the corporation mentioned and • described in the foregoing certificate, and that the corporation and per�30ns who have exec- uted the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th Z. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 P. 1:1% Rk 13 • • • Certificate of Decrease of We, the undersigned, coxes tituting the holders of record Number of Directors : of of all the outstanding shares of PULASKI Cooperative : PULt1SKI COOPERATIVE G.L.F. G. L. F. Service, Inc. entitled to vote on a change in SERVICE, Inc. Pursuant to : the number of directors, do hereby certify as follows: Section 35 of the Stock Corporation Law : 1. The name of the corporation is: PULASKI Coperative ------------------------------X G. L..F. Service, Inc. 2. The certificate of incorpor- ation of said corporation was filed in the office of the Secretary of State on the 26th day of September, 1927. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of dir- ectors se-a4the_r_j-zed_ by-fQ7ar-ee-that-hereafter- the- number-ef-direeterB. as hereby decreased, shall be five. IN WITNESS !`!HEREOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO. INC. ( SEAL) By H. E. Babcock, As President (SEAL) V. A. Fogg STATE OF NET YORK ) H. E. Babcock ) ss: A. R. Mcl�,niff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order, STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COU1 TY OF TOT,21KINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg,.Alice R. McAniff and Charlotte Davis to me known and known to me to be the persons described in and uho executed the foregoing certificate and they severally duly acknowlerged to x.ie that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Undert.-rood, being duly svorn, deposes and says that he is the Secretaryof Pulaski Cooperative G. L. F. Service Inc. the corporation e and p , p �escribed in the foreCD going certificate, and that the corporation and persons who have executed the fore- ( going certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day of January, 1930 Sherman Peer, Notary Public E. Victor Underwood, (SEAL) Filed and entered March 19, 1930 at 12:05 o'clock P. M. • I CLERK i!Certificate of Decrease of T.Ie, the undersigned, constituting the holders of record of Number of Directors II : all the outstanding shares of POTSDAM Cooperative G.L.F. -of- : Service, Inc. entitled to vote on a change in the number of POTSDAM COOPERATIVE G.L.F. SERVICE, INC, pursuant to directors, do hereby certify as follows: 1. The name of the • Section 35 of the Stock Corporation Law. : corporation is: POTSDAM Cooperative G.L.F. Service, Inc. -----------------------------X 2. The certificate of incorporation of said corporation was filed in the office of the 'i Secretary of State on the 4th day of January, 1928. 3. The number of directors previously authorized is nine. 4. The nur<<ber of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN -dlrjNESS WHEREOF, we have made and subscribed this certificate in duplicate, this 13th d :y of January, 1930. t t STATE OF NEy'd YORK ) ) , ss: COUNTY OF TOMPKINS ) PRODUCERS `vAREHOUSE & ELEVATOR CO. INC. By H. E. Babcock, As President ( SQL) V. A. Fogg H. E. Babcock A. R. McAniff Charlotte Davis On this 13th d_y of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca,in said County of Tompkins, N. Y. that he is the President of PRODUCERS TILREHOUSE & ELEVATOR CO. INC. the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NE', YORK ) Sherman Peer, Notary Public ) ss: " II COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne L. Fogg, -lice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. ST11TE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Under ood, being duly sworn, deposes and s• ya that he is the Secretary of Potsdam Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certific°_:te and that the corporation and persons z,%,ho have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change iii .the number of directors. Sworn to before me this 13th E. Victor Underwood, (SEAL) day of January, 1930 Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 o'clock P. M. Certificate of Decrease of We, the undersigned, constituting the holders of record of all Number of Directors the outstanding shares of PHLLPS Cooperative G.L.F. Service, -of- : Iric., entitled to vote on a change in the number of directors, -'HELPS COOPERATIVE G.L.F. SERVICE, Inc. Pursuant to do hereby certify as follows: 1. The name of the corporation Section 35 of the Stock Corporation Law. is: Phelps Cooperative G.L.F. Service, Inc. 2. The certifi- -----------------------------X cate of incorporation of said corporation was filed in the office of the Secretary of State on the 4th day of November, 1926. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by ,I four so that hereafter the number of directors, as hereby decreased, shall be five. IN WITNESS WHEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, r� U 0- 1930. PRODUCERS WAREHOUSE & ELEVATOR CO. INC. By H. E. Babcock, As President (SEAL) • ( SE11iL) V. A, Fogg STATE OF NEW YORK ) H. E. Babcock ss: A. R. Mcl,.niff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Fmiard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in , said county of Tompkins, N. Y.; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO. INC., the corporation described in and which executed the above instrument; that he knew the i� seal of -aid corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TO1,12KINS ) On this 13th day of January, 1930, before me personally came o� Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis to me known and known to me to be the persons described in and v1ho executed the foregoing certificate and they severally dummy acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he • is the Secretary of PHELPS Cooperative G.L. F . Service, Inc., the corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have execut- ed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitiled to vote on a change e - in the number of directors. • Sworn to before me this 13th E. Victor Underwood, (SM,L) day of January, 1930. Sherman Peer, Notary Public Filed and entered I:"arch 19, ' 1930 at 12:05 o'clock P. M. At�&� LM - Certificate of Decrease of We the: undersigned, constituting the holders of record of Number of Directors : all the outstanding shares of PERRY Cooperative G.L.F. -of- Service, Inc., entitled to vote on a change in the number PERRY COOPERATIVE G.L.F. SERVICE, INC. Pursuant to of directors, do hereby certify as follows: Section 35 of Stock Corpor- ation Law. 1. The name of the corporation is: PERRY• COOPERATIVE G.L.F. --------------------------------X Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 25th day of October 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is increased by four so that hereafter the number of directors as hereby decreas- ed shall be five. IN WITNESS WHEREOF, we have made and subscribed this certificate in dupli- cate, this 13th day of January, 1930. (SEAL) STATE OF NEW YORK ) ) ss: COUNTY OF TOT&DKINS ) PRODUCERS I`iAREHOUSE & ELEVATOR CO. INC. ( SEAL) By H. E. Babcock as President V. A Fogg H. E: Babcock �. R. T;TcAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N.Y.; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO. INC. the corporation described in and which executed the above instrument; that he knew the seal of s. id corporation; that the seal affixed to said insrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NE'vl YORK } Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS } On this 13th day of January, 1930, before me pel-sonally came • IIoward E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis,to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. STATE OF NE'+d YORK ) Sherman Peer, Notary 'ublic ) ss: COUNTY OF `MT KINS ) E. Victor Under: ood, being duly sviorn, deposes and saya that he is • the Secretary of PERRY Cooperative G.L.F. Service, Inc., the Corporation mentioned and describ- ed in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me t :is 13th E. Victor Underwood, (SEAL) d:y of January, 1930 Sherman Veer, Notary public. Filed and entered March 19, 1930 at 12:05 o'clock P. 11. 16 Certificate of Decrease of : v+e, the undersigned, constituting the holders of record of Number of Directors all the outstanding shares of OTEGO Cooperative G.L.F. Ser- -of- vice, Inc., entitled to vote on a change in the number of OTEGO COOPERATIVE G.L.F. i SERVICE, INC. Pursuant to directors, do hereby certify as follows: Section 35 of the Stock Corporation Law. 1. The name of the c ozp orat ion is: OTEGO Cooperative ------------------------------X G.L..F. Service, Inc. 2. The certificate of incorperat - ion of said corporation was filed in the office of Vile Secretary of State on the oth day of September, 1929. 3. The number of directors previously authorized is nine. z,. The number of Directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN `rIITNESS WHEREOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. PRODUCERS `1AREHOUSE & ELEVATOR CO. INC. By H. E. Babcock As President (SEAL) (SEAL) V. A. Fogg STATE OF NEI:i YORK ) I1. E. Babcock ss: A. R. I,IcAniff COUNTY OF T OI,h'KINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. ; that he is the President of PRODUCERS 1;1AREHOUSE & ELEVATOR CO. INC. the corporation described in.and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and -.as affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. SMTE OF NEW YORE ) Sherman Peer, Notary Public ) ss: COUNTY OF T(MPKINS ) On this 13th day of January!, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed tl:e Foregoing certificate and th(y severally duly acknowledged to me that they executed the sar;.e. STATE OF NE I YORK ) Sherman Peer, Notary Public ss: COUNTY OF TCMPKITTS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Seretary of Otego Cooperative G.L.F. Service, Inc., the corporation mentioned and describ- ed in the foregoing certificate, and that the corporation and persons viho have executed the foregoing certific: to constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day of E. Victor Undertirood (SEAL) January, 1930 Sherman Peer, Notary Public Filed and entered March 19, 1930 at, 12: 05 o'clock P . or ) CLERK. Certificate of Decrease of 17e, the undersigned,constituting the holders of record of "dumber of Shares all the outstanding shares of North Collins Cooperative -of- NORTH G.L.F. Service, Inc. entitled to vote on a change in the COL�INS COOPERATIVE G.L.F. SERVICE, INC., pursuant number of c" irectors, do hereby certify as follows: to Section 35 of the Ptock Corporation Law. 1. The name of the corporation is: North Collins Cooper- ---------------------------------- X ative G.L.F. Service, Inc. `?. The certificate on incorp- oration of said corporation was filed in the office of the Secretary of State on the -29th day of November, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN " ITNESS '.,HER 0F, we ;.ave made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. PRODUCERS 1,11AREHOUSE & ELEVATOR CO. INC. (SEAL) By H., E. Babcock, as President • U n U 17 1 Pj M en ^� (SEAL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock } ss: «. R. McAniff COUNTY OF TOi: P-,aNS ) Charlotte Davis On this 13th day of January, 1930, before me personally came rioward E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR • CO., INC. the corporation described in and which executed the above instrument; that he knew the seal of said corporation; thatthe seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. • STATE OF NEW YORK ) Sherman Pecr, Notary Public ss: COUNTY OF TMIPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne t,.. Fogg, Mice R. Mdt niff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. STATE OF NE�4 YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOIQKINS ) E.Victor Underwood, being duly sworn, deposes and says, that he is the secretary of North Collins Cooperative G.L.F. Service, Inc. the Corporation mentioned the and described in/foregoing certificate, and that the corporation and persons who have execut- ed the foregoing certificate constitute the holders of record of all the outstanding shares of s :id corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day of E. Victor Underwood (SEAL) January, 1930. Sherman Peer, Notary Public Filed and entered P:Zarch 19, 1930 at 12:05 o'clock P. 1.. Certificate of Decrease of : ore, the undersigned, constituting the holders of record of Number of Directors : all the outstanding shares of Niagara Cooperative G.L.F. -of- : Service, Inc. entitled to vote on a change in the number of NIAGARA COOPERATIVE G.L.F. Service Inc., pursuant to : directors, do hereby certify as follows: Sect ion 35 of the Stock Corporation Law. : 1. The name of the corporation is: NIAGARA Cooperative G.L.F. -------------------------------X Service, Inc., 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 25th day of October,1929. 3. The number of directors previously authorized is nine. 4. The number of directors so auth- orized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IE '4ITNESS WHEREOF, we have made and subscribed this certificate in duplicate this 13th day of January, 1930. r'RODUCERS WAREHOUSE & ELEVATOR CO. INC. (SEAL) By I1. E. Babcock, As President (SEAL) V. A. Fogg STATE OF NEI'J YORK ) H. E. Babe oc k • ) ss: A. R. McAniff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the town of Ithaca, in said County of Tompkins, N. Y. that he is the President of PRODUCERS WAREHOUSE & ELEVATOR • CO. INC., the corporation described in and which executed the above Instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that lie sign his name as President by like order. STATE OF NEWYORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Toward E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known l 1i to me to be the persons described in and who executed the foregoing certific�:.te and they severally duly acknowledged to rie that they executed the same. STATE OF NE!,' YORK ) Sherman Peer, Notary Iublic ) ss: COUNTY OF TOP:1PKSi4TS ) E. Victor Underwood, beinC, duly sworn, deposes L:nd says, that he is the Secretary of NIAGARA Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the f oregoin€' certificate, and that the torpor tion and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of :aid corporation entitled to vote on a change in the number of directors.. Sworn to before me this 13th day E. Victor Underwood r,T.) of January, 1930 Sherman Peer, Notary ?uolic Filed and entered 1.Iarch 19, 1930 at 12:05 o'clock P. 1.1. Certificate of Decrease of Number of Directors -of - NEW PALTZ C OOPEI-LITIVE G.L.F. SERVICE, INC., pursuant to Section 35 of the Stock Corpor- ation Law. y LERK. _ 4e, the undersigned, constituting the holders of re- : cord of all the outstanding shares of New Paltz Co- operative G.L.F. Service, Inc., entitled to vote on a change in the number of directors, do hereby certify as follows: 1. The name of the, c orp orat ion is: New ------ -----h Paltz Cooperative G.L.F. Service, Inc. 2. The certi- I� ficute of incorporation of said corporation was filed in the office of the Secretary of State on the 22nd day of November, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN WITLESS WICIREOF, we have made and sub- scribed this certificate in duplicate, this 13th day of January, 1930. STATE OF NEW YORK ) ss: COT'NTY OF ID 1PKINS ) PRODUCERS WAREHOUSE & ELEVATOR CO. INC. (SEAL) By 11. E. Babcock,As President (SEiL) V. n. Fogg T. E. Babcock A. R. McAniff Charlotte Davis On this 13th day of January, 1930 before me personally came Howard E. Babcock to me known and being by ite duly s,,.arn did depose and say that die resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of Producers Warehouce & Elevator Co. Inc. the corporation described in and which executed the above instrument; that he knew the seal of said corporation.; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF 11"aW YORK ) Sherman Peer, Notary Public ) ss: COUT,ITY OF TO11PKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A.Fogg, Mice R. McAniff and Charlotte Davis, to me known and known I o me to be the persons described in and -+iho executed the fore:7oing certifiete and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ss: COUNTY LF TOThPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of NEB:' 1',,LTZ Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certi'ic_.te, and that the corporation and persons who have execut- ed the foregoing certificate constitute the holders of record of all the outstanding shares of s-.id corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood ( SEAL) day of January, 1930 Sherman Peer, Notary public CJ • r­l L_J Filed and entered March 19, 1930 at 1w:05 o'clock �1 M 0-n v� Certificate of Decrease ie, the undersigned, constituting the holders of record of Number of Directors , of all the outstanding shares of Yunnsville Cooperative -of- G.L.F. Service, Inc., entitled to vote on a change in the P:'IUMINS' VILLE Coperative G.L.F. Service, Inc. Pursuant to number of directors, do hereby certify as follows: Section 35 of the Stock Corp- oration Law. 1. The name of the corporation is: Munnsville Cooperative • --------------------------------X G.L.F. Service, Inc. 2. The c�.rtificz-:te of incorporation of said corporation was filed in the office of the secretary of State on the 21st day of September, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as here- by decreased, shall be five. IN `.FITNESS ',vHEREOF, we have made and subscribed this certifi- cate in duplicate, this 13th day of January, 1930. PRODUCERS ',AREHOUSE & ELEVATOR CO. INC. (SEAL) by H. E. Babcock, !:s President ( SEAL) V. L. Fogg ST!'�.TE OF NEW YORK ) I1. E. Babcock ss: R. 11cAniff COUNTY OF TO11PKINS ) Charlotte Davis On this 13th d y of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of I`haca, in said County of Tompkins, N. Y. that he is the President of PRODUCERS �JAhHTOUSE e ELEVATOR CO., INC., the corporation described in and which execut�;d the above instrument; that he knew the seal of said (.,orporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. State of Ner; York ) Sherman Peer, Notary Public ) ss: • County of Tompkins ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, lilice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. ST11TE OF NE`; YORK ) Sherman Peer, Notary Public ) SS: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, depose and says, that he is the Secretary of MUNNSVILLE Cooperative G.L.F. Service., Inc. the Corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have execut- ed the foregoing certificate constitute the holders. of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. sworn to before me this 13th E. Victor Underwood (SEAL) day Df January, 1930 Sherman Peer, Notary Public Filed and entered 12arch 19, 1930 at 12:05 o'clock P. M. • Certificate of Decrease of `e, the undersigned, constituting the holders of record of Number of Directors -of- all the outstanding shares of MOSCOW Cooperative Service, Inc. entitled to vote on a change in the number of T:,Toscow Cooperative G. L.F. Service Inc., Pursuant to directors, do hereby certify as follows: Section 35 of the Stock Corporation Law 1. The name of the corporation is: iIOSCOW Cooperative G.L.F. • -----------------------------X Service Inc. 2. The certificate on incorporation of said corporation was filed in the office of the Secretary of State on the 13th day of May, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the .number of directors, as hereby decreased, shall be five. IN WITNESS THEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & - L_7VATOR CO, INC. (SEAL) By H. E. Babcock, As President. Mo (SEAL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock ) ss: 1,. R. NcAniff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR II CO. INC. the corporation described in and which executed the above instrument; that he knew the seal of Said corporation; that the seal affixed to said instrument is the corporate seal of said corporatc-ion and .ras affixed to said instrument by order of its Board of Directors for the uses and purposes and that lie sign his name as President by like carder. STATE OF NE"T YORK ) Sherman Peer,Notary Public. ss: • COUNTY OF TOT,iPKINS j On this 13th day of January, 1930, before me personally came HOWARD' E. BABCOCK, VERNE A. FOGG, ALICE R. MC ANIFF and CHARLOTTE DAMS , to me knovrn and known to me to be the persons described in and E+ho executed the foregoing certificate and they severally duly aclmowledged to me that they executed the same. � T,'.TE OF NEW YORK } Sherman Peer, Totary Public ) ss: COUNTY OF TOI..TKINS ) E. Victor Under,:rood, being duly sworn, deposes and says, that he is the Secretary of MOSCOW Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certificate, and that the corporation and persons ,;ho have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the nurluer of directors. Sworn to before me this 13th E. Victor Underwood (SEAL) II day of January, 1930. Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 o'clock P. M. • Certificate of Decrease of : .ode, the undersigned, constituting the holders of record of Number of Directors all the outstanding shares of T.Tiddletown Cooperative G.L.F. -of- : Service, Inc., entitled to vote on a chL:nge in the number MlIDDLETOWN COOPERATIVE G.L.F. INC. Pursuant to Section 35 : of directors, do hereby certify as follows: of the Stock corporation Law 1. The name of the corporation is: MIDDLET07M Cooperative -------------------------------X G.L.F. Service, Inc. 2. The certificate of incorporation of s_,id corporation was filed in the office of the Secretary of State on the 19th day of Oct- ober, 1927. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN WITNESS VdHEREOF, we have made and subscribed this certi- ficate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO., Inc (SEAL) By H. E. Babcock, Ap President ( SEAL) V. A. Fogg • STATE OF 17EW YORK ) H. E. Babcock ss: A. R. TIc.Lniff COUNTY OF TOTIPKINS ) Charlotte Davis On this 13th duy of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose �lnd say that he resided in the town of Ithaca, in said County of Tompkins, N. Y. that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO. INC., the corporation described in and which executed the above instrument; that he knew the • seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instru.�ent by order of its Board of Directors for the uses and pur-Doses and that he sign his name as President by like order. Sherman Peer, Notary Public ON to 2t STATE OF NEST YORK ) COUINTY OF TOMPKINS ) ss: On this 13th day of January, 1(Z 0, before me personally came Howard E. Babcock, Verne A. Fogg, i,lice R. 11IcAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the fore- going certif irate and they severally duly acknowledged to me that they executed the same. ,)TATE OF NEW YORK ) Sherman Peer, Notary Public } ss: • COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of MIDDLETOulN Cooperative G.L.F. Service, Inc., the corporation mentioned • • • and described in the foregoing certif ic-:.te and that the corporation : nd persDns who have ex- ecuted the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day of January, 1930. Sherman Peer, Notary Public E. Victor Underwood, (SEAL) iFiled and entered 14arch 19, 1930 at 12:05 o'clock P. M. I_ Certificate of Decrease of : Vle, the undersigned, constituting the holders of record of Number of Directors : all t :e outstanding shares of Ithaca, Cooperative G.L.F. Ser- -of - : vice, Inc., entitled to vote on a change in the number of dir- ITII�X,,, COOPERATIVE G.L.-F. SERVICE, INC. Pursuant to : ectors, do hereby certify as follows: Section 35 of the Stock Corporation Law. . 1. The name of the corporation is: Ithaca Cooperative G.L.F. ------------------------------X Service, Inc.. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 9th day of 1:Iarch, 1925. 3. The number of directors previously authorized is nine. 4. The number o directors so auth- orized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. Ill 7VITNESS WHEREOF, we have made and subscribed this certificate in duplicate this lath day of January, 1930. STATE OF NEW YORK ) ) ss: COUNTY OF TO11PKINS ) PRODUCERS WAREHOUSE & ELEVATOR CO., INC. (SEAL) By H. E. Babcock,As President (SEAL) V. A. Fogg H. E. Bab; cock A. R. 11cnniff Charlotte Davis On this 13th d-.y of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose -nd say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y. th, t he is the President of PRODUCERS WAREHOUSE & ELEV ATOR CO. INC., the corporation described in wnd which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NE11 YORK ) Sherman Pe.-r, Notary Public ) ss: COTNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard L. Babcock, Verne A. Fogg, r lice R. T,Zc.Lniff and Charlotte Davis, to me known and known to me to be the persons described in and rho executed the foregoing certific�.te and they severally duly acknowledged to me that they executed the same. STATE, OF I\7ET1 YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is • the secretary of Ithaca Cooperative G.L.F. Service, Inc. the Corporation mentioned and describ- ed in the foregoing certificate, and that the corporation and pertions who have e-�,ecuted the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day E. Victor Underwood ( SEAL) of January, 1930. ;) man Peer, Notary Public Filed and entered I;arch 19, 1930 at 12:05 o'clock P. M. Certificate of Decrease of ae, the undersigned, constituting the holders of re - Number of Directors cord of all the outstanding shares of I.ansfield Co- -of - operative G. L. F. Service, Inc., entitled to vote MANSFTELD Cooperative G.L.F. Service, Inc. Pursuant to Section on a change in the number of directors, do hereby 35 of the Stock Corporation Law certify as follows: ------------------------------------X 1. The name of the corporation is: WMFIELD Cooper- ative G.L.F. Service, Inc. 2. The certificate of Incorporation of s-:id corporation was filed in the office of the Secretary of State on the 23rd day of April, 1928. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is de- creased by four so that hereafter the number of directors, as hereby decreased, shall be five IN 'JITNESS %%HEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO., INC. ( SELL) By H. E. Babcock, As President (SEAL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock j ss: A. R. MaAniff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th &y of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y.; that he is the president of Producers ',arehouse & Elevator Co., Inc., the corporation described in and -,-,-hick executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by orde2 of its 3oard of Directors for the uses and purposes and that, he sign his name as President by like order. STA'IrrE OF NE.'i YORK ) Sherman Peer, Notary Public. ) ss: Y I COUIITY Cyr' TOIMPKINS ) On this 13th day of January, 1930, before me personally came How - and E. Babcock, Verne n. Fogg, Llice R.McAniff and Charlotte Davis to me known and known to me to be the persons described in and who executed the foregoing certificate and they sever- ally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer,Notary Public ) ss: COUNTY OF TOMPKTNS ) Victor Underwood, being duly sworn, deposes and says that he mentioned and is the Secretary of i:Tansf field Cooperative G. L. F. Service, Inc., the Corp,oration/described in the foregoing certificate, and that the corporation and persons who have executed the fore- going certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underw ood (SE -AL) day of January, 1930 Sherman Peer, Notary Public Certificate of Decrease of Number of Directors -of- HUNTERDON COOPEI LTIVE G.L.F. SERVICE, INC. Pursuant to Section 35 of the Stock Corporat ion Lair. --------------------------------X We, the undersigned, constituting the holders of record of all the outstanding shares of Hunterdon Cooperative G.L.F. Service, Inc., entitled to vote on a change in the number of directors, do hereby certify as follows: 1. The name of the corporation is, Hunterdon Cooperative G.L. F. Service, Inc., 2. The certificate of Incorpera- tion of said corporation was filed in the office of the Secretary of State on the 3rd day of July, 1928. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN WITNESS 1`=BEOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. n U • E 0 • PRODUCERS W.LREHOUSE & ELEVATOR CO. INC. (SEAL) By H. E; Babcock, as President a1 M i� "a7 ( S -J,) V. A. Fogg STATE OF 1110 YORK ) H. E. Babcock ) ss: A. R; McAniff j COUNTY OF TO11PKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca ;i in said Cotinty of Tompkins, N. Y.; that he is the Presid nt of Producers 7,larehouse & Elevator • Co. Inc., the corporation described in and which executed the above instrument; that lie knew the sell of sL. id corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. TATE OF NEW YORK ) Sherman Peer,Notary Public • ) ss: COUNTY OF 'ID 3,1PKINS ) On this 13th day of January, 1930, before me personally came • • • Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- i erally duly acknowledged to me that they executed the sarre. STATE OF U YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOITKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of HUNTERDON Cooperative G.L.F. Service Inc. the corporation mentioned arfi des- cribed in the foregoing certificate, and that the ccr:)oration and persons who have executed the fore =-ping cert if icute constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors Sworn to before me this 13th. E. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary i'ublic Filed and entered March 19, 1930 at 12: 05 o'clock P. M. Certificate of Decrease of Number of Directors of HORS ;DADS COOPERATIVE G.L.F. Y'\. C. ' ,K•— �'1e, the undersi-ned, constituting the holders of record : of all the outstanding shares of Horseheads Cooperative : G.L.F. Service, Inc., entitled to vote on a change in the Service, Inc. Pursuant to number of directors, do hereby certify as follows: section 35 of the Stock corp- oration Law. 1. The name of the corporation is: Horseheads Cooperative --------------------------------X G.L.F. Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 19th day of July, 1926. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall u e five. IN WITNESS '.71 EREOF, we have made and subscribed this cert- ificate iri duplicate, this 13th day of January, 1930. ST.i.TE OF NEW YORK ) ss: COUNTY OF T OMIKINS ) PRODUCERS WAREHOUSE & ELEVI. T OR CO., INC. (SE.t�L ) By H. E. Babcock, as President (SML) V. A. Fogg H. E. Babcoclt A. R. McAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Iloward E. Babcock, to me known who being by me 1uly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N: Y. that he is the President of PRODUCERS IYAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ss: COUNTY OF TOhu'KINS ) On this 13th day of January, 1930, befcre me personally came 23 c.. Howard E. Bab cock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to rae to be the persons described in and who executed the foregoing certificate and they sever- ally duly acknowledged to me that they executed the same. STATE OF NTE''i YORK } Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of Horseheads Cooperative G.L.F.Service, Inc., the corporation mentioned and dese •ibed in the foregoing certificate, and that the corporation and persons who have executer • the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me t':is 13th E. Victor Underwood (SELL) day of January, 1930 Sherman Peer, Notary Public Filed and entered "_larch 19, 1930 at 12:05 P. 1% �� �� • Certificate of Decrease of 'tie, the undersigned, constituting the holders of Number of Directors . record of all the outstanding shares of Hornell Co- -of- operative, G.L.F. Service, Inc. entitled to vote on Hornell Cooperative G.L.F. Service inc. Pursuant to Section 35 of the a change in the number of directors, do here jy cert- Stock Corporation Law. ify as follows: 1. The name of the corporation is: -------------------------------------X Hornell Cooperative G.L.F. Service, Inc., 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 29th day of November, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN WITNESS HEREOF, we have made and subscribed this ce -tificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO., INC. ( SE�_L) By H. E. Babcock, as President • (SEILL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock ss: R. McAniff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the To�,n of Ithaca, in said county of Tompkins, N. Y. that he is the President of Producers '6,are"Liouse & Elevator Co. Inc., the corporation described in and Which executed she above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Shermn Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne r:. Fogg, ILlice R. 11cAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. • STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOTPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Hornell Cooperative G.L.F. Service, Inc., the Corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have execut- • ed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Under.tood, (SE�i"tL day of January, 1930 Sherman Peer, Notary Public Filed and entered Idarch 19, 1930 at 12: 05 o'clock P. M. CS in M M 25 • • • • • Certificate of Decrease of tie, the undersigned, constituting the holders of record Number of Directors of all the outstanding shares of Ionesdale Cooperative -of- G.L.F. Service, Inc. entitled to vote on a change in the HONESDALE'Gooperative G.L.F. Servic: , i-nc. Pursuant to number of Directors, do hereby certify as follows: Section .�5 of the Stack Corporation Law. 1. The name of the corporation is: Honesdale Cooperative --------------------------------X G. L. F. Service, Inc. 2. The certificate of incorpora- tion of said corporation was filed in the office of the Secretary of State on the 27th day of T:ay, 1925., 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN 17ITNESS ;"dHEREOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 19O. PRODUCERS WARE -HOUSE & ELEVATOR CO. INC. (SE,, L) By H. E. Babcock, As President (SEAAL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock ss: A. R. McAniff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the down of Ithaca in said County of Tompkins, N. Y. ; that he is the President of PRODUCERS WAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as -President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Coward E. Babcock, Verne A. Fogg, Alice R. 11ctiniff.and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary _'ublic ) ss: COUNTY OF TMPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of Honesdale Cooperative G.L.F. Service, Inc., the Corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outst ;nding shares of said corporation :ntitled to vote on a change in the number of directors. Sworn to before me this 13t1. E. Victor Underwood (SEAL) day of January, 1930 Sherm ,n -Peer, Notary Public Filed and entered ".larch 19, 1930 at 12:05 o'clock P. F:T. - Certificate of Decrease of ..e, the undersigned, constituting the holders of record Number of Directors -of- of all the outstanding shares of Homer Cooperative HOMER Cooperative G.L.F. Service, G.L.F. Service, Inc., entitled to vote on a change in Inc. pursuant to Section 35 of the number of directors, do hereby certify as follows: the Stock Corporation Law. 1. The name of the corporation is Homer Cooperative -----------------------------------X G.L.F. Service, Inc. 2. The certificate of incorpor- ation of said corporation was riled in the office of the Secretary of State on the 4th day of November, 1926. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN FITNESS WHEREOF, we have made and subscribed this cert- ificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE 8. ELEVATOR CO. INC. By H. E. Babcock, As President. (SE:L) STATE OF NEW YORK ) ss: COUNTY OF TOMPKINS ) (SEAL) V. A. Fogg H. E. Babcock 2,. R. P.?clniff Charlotte Davis On this 13th dey of January, 1930, before me personally came 'Howard E. Bf known who being by me duly sworn did depose and say that he resided in the To-:;n of Ithaca, in said County of Tompkins, N. Y.; that he is the President of PRODUCERS Warehouse &Elevator Co. Inc., the corporation described in and which executed the above instrument; that he knew • the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he si-n his name as President by like order. STt�TE OF NEW YORK ) Sherman Peer, notary Public • ) ss: COUNI-TY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Homer Cooperative G.L.F. Service, Inc. the corporation mentioned and describ- ed in the foregoing certificate, and that the corporation and persons who have executed the constitute foregoing certificate/the holders of record of all the outstanding -shares of sU id corper ati on entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Undei ood ("EEL) day of January, 1930 Sherman Peer, Notary Public Filed and entered T.Zarch 19, 1930 at 12:05 o'clock P. 1 . Certificate of Decrease of Number of Directors -of - H-1L.RKLIER Cooperative G.L.F. Service Inc., Pursuant to Section 35 of the Stock Cor1)oration Law. ---------------------------------------X 'ie, the undersigned, conwtituting the holders of record of all the outstanding shares of Herkimer Cooperative G.L.F. Service, Inc. entitled to vote on a change in the number of directors, do hereby certify as follows: 1. The name of the corporation is: Herkimer Coop- erative G.L.F. Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 27th day of December, 1928. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, sr _1 be five. IN ':ITNESS ti1T1H'FOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO. INC. ( SEAL) By II. E. Babcock, as President (SEAL) V. A. Fogg STATE OF NEW YORK ) H. E. Babcock ss: A. R. Mc_.niff COUNTY OF TOlh'KINS ) Charlotte Davis. On this 13th d€ y of J--nuary, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn -did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. ; that he is the President of L RODUCE -S , AREHOUSE & ELEVATOR CO., INC� the corporation described in L.nd which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. • • U Sherman Peer, Notary Public is !-0 M kn STATE OF NE"W YORK ) On this 13th day of January, 1930, before me personally came ) ss: COUNTY OF TOl!:TKINS ) Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte iDavis, to me known and known to me to be the persons described in and who executed the fore - I !going certificate and they severally duly acknowledged to me that they executed the -game. STATE OF ?\TE ' YORK ) Sherman Peer, Notary Public ) ss: • COUNTY OF TOT;TPKINS ) E. Victor Underwood, being duly aworn, deposes and says, that he is the >ecretary of Herkimer Cooperative G.L.F. Service, Inc. the corporation mentioned and described in the foregoing? certificate, and that the corporation and persons who have execut- ed the foregoing certificate constitute the holders of record of all the outstanding shares of s:id corporation entitled to vote on a change in the number of directors. • Sworn to before me this 13th E. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary Public • • • Filed and entered March 19, 1930 at 12':05 o'clock P. M. Certificate of Decrease of We. the undersigned, constituting the holders of record of Number of Directors all the outstanding shares of Hamilton Cooperative G.L.F. -of- Service, Inc., entitled to vote on a change in the number H-milton Cooperative G.L.F. Service, Inc. Pursuant to of directors, do hereby certify as follows: Section 35 of the Stock Corporation Law, 1. The name of the corporation is: Hamilton Cooperative ------------------------------X G.L.F. Service, Inc. 2. The certificate of incorporation of s,.id corporation was filed in the office of the Secretary of State on the 16th day of July, 1929. 3. The number of directors previously authorized is nine. 4. The number of direc- tors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. I',T ''YITNESS '.'.TITER]]OF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. i STATE OF NEW YORK ) ss: COUNTY OF TOMPKINS ) -PRODUCERS WAREHOUSE & ELEVATOR CO, Inc By H. E. Babcock,As President (SEAL) V. i. Fogg H. E. Babcock A. R. IvIcAniff Charlotte Davis ( MEAL) On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y.; that he is the president of Producers Warehouse & Elevator Co. Inc., the corporation described in and which executed the above instrument, that he knew the seal of su id , corporation; that the seal affixed to ::aid instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF T 9.1i'KINS ) On this 13th dal- of January, 1930, before me personally came Howard E. Babcock, Verne A. Fo,)g, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. STATE OF NE',d YORK ) Sherman Peer, Notary _-Public ) ss: COUNTY OF TaT1-L)KINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Hai ilton Cooperative G..L. F. Service, Inc., the corporation mentioned and described in the foregoing certificate and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this lath E. Victor Underwood (SE,'�L) dl,,y of January, 1930 She iman Peer, Notary ilublic Recorded March 19, 1930 at 12;05 o'clock P. M. /� �/i snl4 r rrrr 2S Certificate of Decrease of e, the undersigned, constituting the holders of re - Number of Directors . cord of all the outstanding shares of Greene Cooperat- -of- ive, G.L..F, Service, Inc., entitled to vote on a Greene Cooperative G.L.F. Service Inc., Pursuant to Section 35 of change in the number of directors, do her ,by certify the Stock Corporation as follows: 1. The name of the corporation is: Greene -------------------------------------X Cooperative G.L.F. Service, Inc. 2. The certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the 23rd day of July, 1928. 3. The number of directors previously authorized is nine, 4. The II number of directors so authorized is decreased by four so that hereafter the number of direc- tors, as hereby decreased, shall be five. III `:'MEESS ,,HEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. PRODUCERS WAREHOUSE & ELEVATOR CO. ITIC . L) By Ii. E. Babcock, as President. ( SEAL) V. A. Fogg STATE OF 11E�l YORK ) H. E. Babcock ss: A. R. McAniff COMITY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Bab cock, to me known who being by r~ie duly sworn did depose and say that he resided in the Town of Ithaca, in said county of 'Tompkins, N. Y.; that he is the President of Producers '"�'arehoue & Elevator Co. Inc., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors 11 for the uses and purposes and that he sign his name as President by like order. STATE OF NE'.,l YORK ) Sherman Peer, Notary Public ) ss: COUiITY OF TOILDKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne 1,.. Fogg, l-lice R. McAniff and Charlotte Davis, to me known and known N to me to be the persons described in and who executed the foregoing certificate and they sev- er,--lly duly acknowledged to me that they executed the same. STATE OF NE it YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOhPi KINS ) E. Victor Underwood, being duly sworn, deposes a ,d says that he is the Secretary of Greene Cooperative G' L. -, Service, Inc., the corporation mentioned and des- . : cribed in the foregoinj=. certificate and that the corporation and persons who have executed the for going certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SE1tL) day of January, 1930. Sherman Peer, Notary Public Filed and entered .11arch 19, 1930 at 12:05 o'clock P. h . /ZACLERK Certificate of Decrease of We. the undersigned constituting the holders of Number of directors -of- Fulton Cooperative G.L.F. Service, Inc., pursuant to Section 35 of the Stock Corporation Law. --------------------------------------X record of all the outstanding shares of Fulton Co- operative G.L.F. Service, Inc., entitled to vote on a change in the number of directors, do hereby cert- ify as follows: 1. The name of the corporation is Fulton Cooperative G. L. F. Service, Inc. The certificate of incorporation of said corporation was filed in the office of the secretary of State on the 6th day of September, 1927. 3. The number of directors pr:viously authorized is nine. 4. Ti.e number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN "WITNESS =5—RROF, we have • • • U E made and subscribed this certificate in duplicate, th-ILS 13th day of January, 1930. Producers Warehouse & Elevator Co., Inc. ( SEAL) By H. E. Babcock as Iresident • • • is (SEAL) V. A. Fogg H. E. Bab cock A- R. llcAniff STATE OF NEW YORK ) Charlotte Davis ss: COUNTY OF TCt.12KINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of Prod- ucers +arehouse &elevator Co. Inc., t1le corporation described in and rhich executed the above instrument; that he knew the seal of s:: id corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. Sherman Peer, Notary Public STATE OF ND`1 YORK ) COUNTY OF T MUDKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg Alice R. McAniff and Charlotte Davis, to me known and known to me 1D be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that. they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOI:11PKINS ) E. Victor Underwood, being duly sworn, deposes arnd says that he is the Secretary of Fulton Cooperative G.L.F. Service, Inc. the corporation mentioned and describ- ed in the foregoing certificate and that the corporationl and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this E. Victor Underwood, (SEAL) 13th day of January, 1930. Sherman Peer, Notary Public. Filed and entered March 19, 19,')0 at 12:05 o'clock P. m. Certificate of Decrease of `17e, the undersigned, constituting the holders of Number of Jirectors : record of all the outstanding shares of Endicott -of- Cooperative G.L.F. Service, Inc., entitled to vote Endicott cooperative G.L.F. Service, Inc. Pursuant to Section 35 of the on a change in the number of directors, do hereby Stock Corporation Lave, certify as follows: 1. The name of the corporation --------------------------------------X is: Endicott Cooperative G.L.F. Service, Inc. 2. The certificate of incorporation of sjid corporation was filed in the office of the secre- tary of State on the - 2nd day of November, 1929. 3. The number of directors previously auth- orized is nine. 4. The number of directors so authorized is decreased by four so that here- after the number of directors as hereby decreased, shall be five. IN WITNESS ':`.HEREOF, we have made and subscriUed this certificate in duplicate, this 13th day of January, 1930. ST.LiTE OF NEW YORK ) ss: COUNTY OF T OZ PK I NS ) PRODUCERS WA1iEHOUSE & ELEVATOR CO. INC. ( SEAL ) By H. E. Babcock,As President (SEAL) V. A. Fogg 11. E. Babcock A. R. McAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of PROUDUCERS WAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF 1 EW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TO11PKINS ) On this 13th day of January, 1930, before me personally came 30 Howard E. Babcock, Verne A. Fogg, .dice R. Mchniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledge' to me that they executed the same. STI"_TE OF NE'd YORK ) Sherman Peer, Notary 1 ublic ) ss: COUNTY OF TOMPKIIE E. Victor Underrood, being; duly sworn, deposes and says that he is the Secretary of Endicott Cooperative G. L.F. Service, Inc. the Corporation mentioned and des- cribed in the foregoing certific�:te, and that the corporation and persons who hUve executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood, (S E!,L) day of January, 1930 Sherman Peer, Notary Public Filed and entered l.iiarch 19, 19�0 at 12:05 o'clock P. T:T. Certificate of Decrease of : We, the undersigned, constituting the holders of re - Number of Directors cord of all the outstanding shares of Elmira Cooper- -of- ative G.L.F. Service, Inc., entitled to vote on a Elmira Cooperative G.L.F. Service Inc. pursuant to :section 35 of the clia -ge in the number of directors, do hereby certify Stock Corporation Law, as follows: 1. The name of the corporation is: -------------------------------------X Elmira Cooperative G.L.F. Service, Inc. 2. '.','he cert- if ic�te of incorporation of s:::id corporation was filed in the office of the Secretary of State on the 23rd day of -1;pril, 1927. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall -je five. IN IiVITNESS WHEREOF, -:re have made and sub- scribed this certificate in duplicate, this 13th day of January, 19�0. PRODUCERS WAREHOUSE & E=VATOR CO. INC. (S-ILU,) • By H. E. Babcock, as President (S , L) V. _1. Fogg STATE OF NEVI YORK ) H. E. Babcock SS: A. R. h1cAniff COUNTY OF TOi!It'KINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y. ; that he is the President of Producers warehouse & Elevator Co., Inc., the corporation described in and rhich executed the above instrument; that he knew the seal of s_id corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NE,', YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TTMPKINS ) On this 13th d_y of January, 1930, before me personally came Howard E. Babcock, Verne A. 7 ogg, Mice R. McAniff and Charlotte Davis, to me known and known to me • to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that ttey executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMLDK_NS ) E. Victa,r Underwood,being duly aworn, deposes and says that he is the Secretary of Elmira Cooperative G.L. F . Service, Inc., the Corporation mentioned and des- • cribed in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the ,-utstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SFAL) day of January, 1930 Sherman Veer, Notary Public ,n M Certificate of Decrease of 'ffe, the undersigned, constituting the holders of record Number of Directors of all the outstanding shares of Earlville Cooperative -of- : G L.F. Service, Inc., entitled to vote on a change in the Earlville Cooperative G.L.F. Service, Inc., Pursuant to number of directors, do hereby certify as follows: Section 35 of the Stock Corporation Lau. 1. The naipe of the corporation is: Earlville Cooperative • ------------------------------X G.L.F. Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 16th day of July 1929. The number of directors previously authorized is nine. 4. The number of direc- tors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN 17ITNESS ViHEREOF, we have made and subscribed this certificate • in duplicate, this 13th day of January, 1930. PRODUCERS WAREIiOUSE & ELEVr,TOR CO. INC. ( SEAL) By H. E. Babcock, As President (SEAL) V. A. Fogg STATE OF NET+'I YORK ) H. E. Babcock ss: R. T:_cnniff COUNTY OF M PKINS ) Charlotte Davis. On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that lie resided in the Town of Ithaca, in said County of Tompkins, N. Y.; that he is the President of Pl°oducers 'd'arehouse & Elevator Co. Inc., the corporation described in and ,;hick executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said Lnstrument by order of its Board of Directors for the uses and y)urposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: • COUNTY OF TOI.2KINS ) On this 13th day of January, 1930, before me personally came How - and E. Babcock, Verne ii. Fogg, Alice R. Mci-,niff and C11-,arlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the swine. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOTrTKTNS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Earlville Cooperative G.L.F. Service, Inc. the corporation mentioned and described in the fore0oing certificate, and that the cornorat ion and )era)ns who have execut- ed the foregoing certificate constitute the holders of record of all the outstanding shares of sa id corporation entitles; to vote on a change in the number of directors. Sworn to before me this 13th day of January, 1930. Sherman Peer, Notary Public E. Victor Under rood Filed and entered !..arch 19, 1930 at 12:05 o'clock P. 11. i or-3 -`- c 7d u c&4/ v.L.Pjru1. • Certificate of Decrease of : :;e, the undersigned, constituting the holders of Number of Directors record of all the outstanding shares of Dundee -of- Cooperative G.L.F. Service, Inc., entitled to vote Dundee Cooperative G. L. F. Service, Inc. Pursuant to Section 35 of the on a change in the number of directors, do hereby Stock Corporation Law. • : certify as follows: 1. The name of the corporat- --------------------------------------- X ion is: Dundee Cooperative G.L.F. Service, Inc. 2. The certificate of incorporation of s • id corporation was filed in the office of the Sec- retary of State on the lst day of November, 1928. 3. The number of directors previously auth- orized is nine. 4. The number of directors so authorized is decreased by four so that here- after the number of directors, as hereby decreased, shall be five. INWITNESS `THERE=,OF, 7,e have .:lade and subscribed this certificate in duplicate, this 13th day of January, 1930. 31 Producers Warehouse & Elevator Co. Inc. (SEAL) By H. E. Babcock, As President STATE OF NECK YORK ) ss: COUNTY OF T OKPK INS ) ` . A. Fogg (SEAL) H. E. Babcock {b. R. McAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y.; that he is the President of Producers '.4arehouse & Elevator Co. Inc., the corporation described in and -�ihich executed the above instrument; that he knew the seal of said corporation; that the seal affixed to s[id instrument is the corporate seal of said corporation; rlt-tl��--of=-t.a-said-stoat-is-tl�s-sogegaa-sad-e-sYd CePorae and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ss: COUNTY OF TOPr'T, 12_NS ) On this 13th day of January, 1930, before me personally came I1 Howard L. Babcock, Verne ii. Fogg, Alice R. TZcAniff and Charlotte Davis, to me known and known to me to be the persons described in and -aho executed the Foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. M'i-TE OF NEW YORK ) Sherman Peer, Notary Public Ss. COUNTY OF TO1PKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Dundee Cooperative G. L. F. Service, Inc., the corporation mentioned and des- cribed in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary Public Filed and entered larch 19, 1930 at 12:05 o'clock P. L1. Certificate of T)ecrease of :`le, the undersigned, constituting the holders of record Number of` Directors : of all the outstanding shares of DeRuyter Cooperative -of- : G.L.F Service, Inc., entitled to vote on a change in DeRuyter Cooperative G. L.F. Service Inc. 1ursuant to Section 35 of the : the number of directors, do hereby certify as follows: Stock Corporation Law. Cooperative : 1. The name of the corporation is: DeRuyter/U.L.F. -------------------------------------X Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 16th day of July, 1929. 3. The number of directors previously authorized is nine. 4. the number of directors :-o authorized is decreased by four so that hereafter the number of directors, s hereby decre- ased, shall be five. IN ,`°IITNESS WHEREOF, we have made and subscribed this certificate in dui,licate, this 13th day of January, 1930. Producers %darehouse & Elevator Co. Inc. (S -LL) 3y H. E. Babcock, As President ( S!]�,L) V. A. Fogg STA`IE OF NEW YORK ) H. E. Babcock ss: n. R. McAniff COUNTY OF T0111'KINS ) Charlo to Davis On this 13th day of Januazy, , 1930, before me Dersonally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said CouZty of Tompkins, N. Y. that he is the President of Producers r'lareliouse & Elevator Co. Inc., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to s id instrument is the corpor- ate seal of s•1 id corporation and was affixed to said instrument by order of its 3oard of Direc- tors for the uses and purposes and that the sign his name as President by like order. STATE. OF N77 YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TO11'KINS ) On this 13th day of January, 1930, before me personally came U • • • r1 U tl N 4.0 M un ,n Howard E. Babcock, Verne 21. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and,they sever- ally duly acknowledged to me that they executed the some. STATE OF NEW YORK ) Sherman Peer, Notary P}lblic ss: COUNTY OF TOI�ZPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is is the Secretary of DeRuyter Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certificate, and that the corporation and persons .rho have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SELL) day of January, 1930 • Sherman Peer, Notary Public Filed and entered irTarch 19, 1930 at 12:0� o'clock P. M. &,2��%WfCLERK. Certificate of Decrease of Vie the undersigned, constituting the holders of record Number of Directors : of all the outstanding shares of Cortland Cooperative -of- G.L.F. Service, Inc., entitled to vote on a change in Cortland Cooperative G.L.F. Service, Inc., Pursuant to the number of directors,do hereby certify as follows: Section 35 of the Stock Corporation Law. 1. The name of the corporation is: Cortland Cooperative ---------------------------------X G.L.F. Service, Inc. '. The certificate of incorporat- ion of said corporation was filed in the office of the Secretary of State on the 6th day of November, 1926. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN WITNESS "V711MEOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. • PRODUCERS WAREHOUSE & ELEVATOR CO., INC. (S Eli',L) By 11. E. Babcock, As President (SEAL) V. A. Fogg STATE OF 111Ztii YORK ) H. E. Bab cock ss: n. R. ficAniff COUNTY OF TO1d1PKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally carve Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. ; that lie is the President of PRODUCERS WAREHOUSE & ELEVATOR CO., INC., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to s1-id instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as ?resident by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public. ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. McAniff ,-:nd Charlotte Davis, to me known and known to me • to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ss: COUNTY OF TONPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he • is the Seer,-tary of Cortland Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before one this 13th E. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary Public Filed and entered 1.1arch 19, 1930 at 12:05 o'clock P. 11. () . 13 I Certificate of Decrease of We, the undersigned, constituting the holders of Number of Directors record of all the outstanding shares of Cochecton -of- Cooperative G.L.F. Service, Inc., entitled to vote Cochecton Cooperative G.L.F. Service Inc. Purusant to Section 35 of the ; on a change in the number of directors, do hereby Stock Corporation Law. certify as follows: 1. The name of the coi-poration --------------------------------------X is: Cochecton Cooperative G.L.F. Service, Inc. • 2. The certificate of incorporation of said corporation was filed in the office of the secre- tary of State on the 22nd day of Ilay, 1929. 3. The number of directors previously authorized is nine. 4.-The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN iITNESS 14HEREOF, we have ,Wade and subscribed this certificate in duplicate, this 13th day of January, 1930. • Producers Warehouse & Elevator Co. Inc. (SEAL) By H. E. Babcock, as President (MtL) V. A-. Fogg STATE OF NEW YORK ) H. E. Babcock ss: A. R. 14cAniff COUNTY OF TOT%,1PKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y. that he is the President of Producers Yarehouse & Elevator Co., Inc., t .e corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. SMTE OF NEW YORK ) Sherman Peer, Notary Public ss: COUNTY OF TO1,1PKINS ) On this 13th day of January, 1930, before 41e personally came Howard E. Babcock, Verne A. Fogg, Llice R. i,IcAniff and Charlotte Davis, to me known and known to rye • to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOrIIPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Cochecton Cooperative G.L.F. Service, Inc., the Corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood, (SEAL) day of January, 1930 Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 o'clock P. 2+I. IIZZ CLERK. Certificate of Decrease of 1e, the undersigned, constituting the holders of • Number of Directors record of all the ^utstanding shares of Cobleskill -of- Cooperative G.L.F. Service, Inc., entitled to vote Cobleskill Cooperative G.L.F. Service Inc., Pursuant to Section 35 of the on a change in the number of directors, do hereby Stock Corporation Law. certify as follows: 1. The name , f the corporat- -----------------------------------------X ion is: Cobleskill Cooperative G.L.F. Service,Inc. • 2. The certificate of incorporation of said corporation was filed in the office of the Secre- tary of state on the 21st daft of October, 1929. 3. The number of directors previously auth- orized is nine. 4. The number of directors so authorized is decreased by four so that here- after the number of directors, as hereby decreased, shall be five. IN WITNESS WHEREOF, we have hereunto made and subscribed this certificate in duplicate, this 13th day of January, 1930. Producers 1arehouse & Elevator Co. Inc. By H. E. Babcock, As President (SEAL) 35 • • • • STATE OF NEW YORK ) ) ss: COUIT1'Y OF TOT��PKINS ) ( S-12-L) V. A. Fogg H. E. Babcock A . R. T,,TcAn if f Charlotte Davis On this 13th day of January, 1930 before me personally came Howard E. Babcock, to me known who being by me my sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of PRODUCERS 7,A'R,,H0USE & ELEVATOR CO, Inc. the corporation described in and ;ihich executed the above instrument; that he kne,,-, the seal of said corporation; that the seal affixed to s :id instrument is the corporate seal of said corp- oration and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certif ie- ate and they sever- ally duly acknowledged to _le that they executed the same. STATE OF NEW YORK ) She i-man Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Cobleskill Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certificate and that the corporation and persons who have executed the.foregoin_, certific_^te constitute the holders of record of all the outstanding; shares of Ilsaid corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary i ublic Filed and entered March 19, 1930 at 12:05 o'clock P. M. CLERK Certificate of Decrease of rVe, the undersigned, constituting the holders of Number of Directors record of all the outstanding shares of Cincinnatup -of - i ,�Cincinnatus Cooperative G.L.F. Service Cooperative G.L.F. Service, Inc., entitled to vote! Inc., pursuant to Section 35 of the on a change in the number of directors, do hereby Stock Corporat ion Law. • certify as follows: 1. The name of the corporat- ----------------------------------------- X ion is: Cincinnatus Cooperative G.L.F. Service, II Inc., 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 9th day of-.pril, 1925. 3. The number of directors previously auth- orized is nine. 4. The number of directors so authorized is decreased by four so that here- after the number of directors as hereby decreased, shall be five. IN 7!ITNESS t',FI_T REOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. STATE OF i•IEE [ YORK ) ss: COUNTY OF TOMPKINS ) Producers 'i'arehouse & Elevator Co. Inc. ( SEAL) By H. E. Babcock, hs President (SEAL) V. A. Fogg H. E. Babcock A. R. TvTcAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock to me known who being by me duly sworn.. did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of Producers 91arehouse & Elevator Co, Inc. the Corporation described in and 1.vhich executed the above instrument-; that he knew the seal of staid corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as -resident by like order. Sherman Peer, Notary Public 1J STATE OF NEW YORK ) On this 13th ds- of January, 1930, before me personally c_une How- ss- COUNTY OF TOMPKINS ) and E. Babcock, Verne A. Fogg, Alice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the fore- going certificate and they severally duly acknowledged to me that they executed the same. STATE OF YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMi-,KINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Cincinnatus Cooperative G.L.F. Service, Inc., the Corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have ex- ecuted the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SEAL) day of January, 1930 Sherman Peer, Notary Public Filed and entered L,iarch 19, 1930 at 12:05 o'clock P. 1% Certificate of Decrease of Je, the undersigned, constituting the holders of re - Number of Directors cord of all the outstnading shares of Chatham Cooper- -of - : ative G.L.F. Service, Inc., entitled to vote on a Chatham Cooperative G.L.F. Service, Inc. Pursuant to Section 35 of the : change in the number of directors, do hereby certify Stock Corporation law : as follows: 1. The name of the corporation is: ------------------------------------K Chatham Cooperative G.L.F. Service, Inc., 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 22n?d day of I:Iay, 1929. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors as hereby decreased, shall be five. IN WITNESS ?"JHEREOF, we have made and subscribed this certificate in duplicate, this 13th ddy of January, 1930. STATE OF NE1`1 YORK ) ss: COUNTY OF TOMPKINS ) PRODUCERS WAREI30USE & ELEVATOR CO., INC, ( SEAL) By H. E. Babcock As President (SEAL) V. A. Fogg H. E. Babcock A. R. McAniff Charlotte Davis On this 13th day of January, 1930 before me personally came Howard E. Babcock, to -,e known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President ofProducers ,'larehouse & Elevator Co., Inc. the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary 'Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Bab;cock, Verne A. Fogg, x�lice R. McAniff and Charlotte Davis, to me known and know to me to be the persons described in and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Chatham Cooperative G.L.F. Service, Inc., the corporation mentioned and des -.orooration and persons w;ho have executed the cribed in the foregoing certificate, and that the/foregoing certificate constitute the hold- ers of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. E. Victor Underwood (SEr11) Sworn to before me this lath day of January, 1930. Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12:05 o'clock P. I:I. (CLERK. E 171 • 3 P • • 0 Certificate of Decrease of . Number of Directors -of- Canisteo Cooperative G.L.F. Service, Inc. Pursuant to Section 35 of the Stock Corporation Law. --------------------------------------X 7-[e, the undersigned, constituting the holders of record of all the outstanding shares of Canisteo Cooperative G.L.F. Service, Inc., entitled to, vote on a change in the number of directors, do hereby certify as follows: 1. The name of the corporation is: Canisteo Cooperative G.L.F. Service, Inc. 2. The certific-te of incorporation of said corporation was filed in the office of the Scretary of State on the 16th day of July, 1928 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that here�:fter the number of directors, as hereby decreased, shall be five. IN 1,1IITNESS THEREOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. STATE OF NEff YORK ) ss: C CUNTY OF T OIr�K INS ) PRODUCERS WAREHOUSE & ELEVATOR CO. INC. (SEAL) By H. E. Babcock, As President (SEAL) V. A. Fogg H. E. Babcock A. R. rRcAniff Charlotte Davis On this 13th day of January, 1930, before me personally c-;me ?toward E. Babcock, to me known ':'rho being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, TT. Y. that he is the President of producers li1arehouse Ss Elevator Co. Inc. the corporation described in and vlhich executed the above instrument; that he knew the seal of said corporation; that the seal affixed to paid instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for `` the uses and purposes and that he sign_ his name as President by like order. it STAT ; OF NE0T YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOIMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, 11.1ice R. Mcl,riff and Charlotte Davis, to me known and known to me to be the persons described i_,: and who executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. I' (STATE OF NE�t YORK ) Sherman Peer, Notary Public ss: COUNTY OF TMLPKINS ) E. Victor Under,, -,rood, being duly sworn, deposes and says that he is the secretary of Canisteo Cooperative G.L.F. Service, Inc., the Corporation mentioned and des- cribed in the foregoing certificate, and that the corporation and persons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corpor_--tion entitled to vote on a change in the number of directors. Sworn to before me this 13th day E. Victor Unden-ood (SEAL) of January, 1930. Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12: 05 o'clock P. LT01 Of . _Q CLERK. Certificate of Decrease of Number of Directors We, the u dersigned, constituting the holders of -of- record of all the outstanding shares of Bridgeton Co- Bridgeton Cooperative G.L.F. Service operative G.L.F. Service, Inc., entitled to vote on a Inc. Pursuant to Section 35 of the change in the number of directors, do hereby certify Stock Corporation Law. as f ollows: 1. The name of the corporation is: --------------------------------------X Bridgeton Cooperative G.L.F. Service, Inc. 2. The certificate of incorporati,,Dn of said corporation was filed in the office of the Secretary of State on the 9 day of September, 19`''7. 3. The nuraber of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the ,number of directors, as he rehy decreased, shall be five. IN WITNESS VdHEREOF, we have made and subscribed this certificate in duplicate, this 13th day of Jana ry, 1930. PRODUCERS Ue.REHOUSE & ELEVATOR C 0 . INC. (SEAL) By H. E. Babcock, AS President 3S STATE Or NE471 YORK ) ) ss: COUNTY OF TOMPKINS ) (SEAL) V. A. Fogg H. E. Babcock A. R. nIcAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of Producers '.Iarehouse & Elevator Co. Inc., the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of s,�id corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, Alice R. I,,IcAniff and Charlotte Davis, to Die known and known to me to be the persons described in and rho executed the foregoing certificate and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says, that he is the Secretary of Brid&ton Cooperative G.L.F. Service, Inc., the Corporation mentioned and des. cribed in the foregoing certificate, and that the corporation and persons .-rho have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before Pie this 13th day E. Victor Underwood. (SEAL) of January, 1930. Sherman Peer, Notary Public Filed and entered Earth 19, 1930 at 12:05 o'clock P. M. Certific.-.te of Decrease of Number of Directors -of- Bainbridge Cooperative G.L.F. C L=t 111e, the undersigned, constituting the holders of re- cord of all the outstanding shares of Bainbridge . Cooperative G.L.F. Service, Inc. entitled to vote on Service, Inc., Pursuant to a change in the number of directors, do hereby certify Section 35 of the Stock Corporation Law. : as follows: 1. The name of the corporation is: Bain- ------------------------------------- X bridge Cooperative G.L.F. Service, Inc. 2. The cert- ificate of incorporation of said corporation was _'fled in the office of the Secretary of State on the 13th day of October, 1927. 3. The number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN ''ITNESS WHEREOF, we have made and subscrib- ed this certificate in duplicate, this 13th day of January, 1930. STATE OF NEW YORK ) ) ss: COUNTY OF TOMPKINS ) PRODUCERS WAREHOUSE & ELEVATOR CO., INC. (SEAL) By H. E. Babcock, As President (SE«L) V. A. Fogg H. E. Babcock A. R. McAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of Producers arehouse & Elevator Co. Inc., the corporation described in and which executed tree above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that lie sign his name as President by like order. Sherman Peer, Notary Public • • E 39 • • • • STATE OF NEW YORK ) On this 13th day of January, 1930, before me personally came ss: COUNTY OF T01,TKINS ) Howard E. Babcock, Verne A. Fogg, Alice R. 11cAniff and Charlotte Davis, to me 'tinown and known to me to 'se the persons described in and who executed the fore- going certificate and they severally duly acknowledged to rle that they executed the same. STATE OF NEI�i' YORK ) Sherna n Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and slays that he is the Secretary of Bainbridge Cooperative G.L.F. Service, Inc., the corporation mentioned and described in the foregoing certificate and that the corporation and persons who -_eve executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th day E. Victor Underwood (SEAL) of January, 1930 Sherman Peer, Notary Public Filed and entered 111arch 19, 1930 at 12:05 o' Certificate of Decrease of Number of Directors -of- We, the undersigned, constituting the holders of record of all the outstanding shares of :'ntwerp x>ntwerp Cooperative G.L.F. Service, Inc. : Cooperative G.L.F. Service, Inc., entitled to Pursuant to Section 35 of the Stock Corporation Law. vote on a change in the number of directors do -----------------------------------------X hereby certify as follows: 1. The name of the corporation is: Antwerp Cooperative G.L.F. Service, Inc. 2. The certific- ate of incorporation of said corporation was filed in the office of the Secretary of State on the 29th d :y of November, 1929. 3. The number of directors previously authorized is nine. 4. The number of dir�::�ctors so authorized is decreased by four so that hereafter the number of directors, as hereby decreased, shall be five. IN 1,7ITNESS WHEREOF, we have made and subscribed this certificate in duplicate this 13th day of January, 1930. STATE OF NEW YORK ) ss: COUNTY OF TOTIPKINS ) Producers 71arehouse & Elevator Co. Inc. (SEAL) By H. E. Babcock, As President (SEAL) V. A. Fogg H. E. Babcock A. R. McAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of Producers Warehouse & Elevator Co. Inc. the Corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said inst- um.ent by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne �i. Fogg, Alice h'. 1.1cAniff and Charlotte Davis, to me known and known to me to be the persons described in and who executed the foregoing certificate and they sever - Ally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ss: COUNTY OF TOT,1'KINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Antwerp Cooperative G.L.F. Service, Inc., tine corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have exec- uted the foregoing certificate constitute the holders of record of all the outstanding shares of aaid corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood, (SLIL) day of January, 1930. Sherman Peer, Notary Public Filed and entered March 19, 1930 at 12: 05 o'clock P. Td. 4 0 Certificate of Decrease of : We, the undersigned, constituting the holder; of Number of Directors -of- record of all the outstanding shares of Amsterdam Cooperative G.L.F. Service, Inc., entitled to vote Amsterdam cooperative G.L.F. Service Inc., Pursuant to Section 35 of the : on a change in the number of directors, do hereby �- Stock Corporation Lair. : certify as follows: 1. The name of the corporation ---------------------------------------X is: Amsterdam Cooperative G.L.F. Service, Inc. 2. The certificate of incorporation of said corporation was filed in the office of the Sec- retary pf State on the llth day of October, 1929. 3. The number of directors previously auth- orized is nine. 4. The number of directors so authorized is decreased by four so that here- after the number of directors, as hereby decreased, shall be five. IN WITNESS 11=!tEOF, we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. Producers Warehouse & Elevator Co. Inc. (SEtiL) By H. E. Babcock, As President (SELL) V. A. Fogg STATE OF NaM YORK ) H. E. Babcock ss: A. R. McAniff COUNTY OF TOMPKINS ) Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y.; that he is the President of Producers '7arehouse & Elevator Co., Inc., the corporation described in and which executed the above instrument; I 1�that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and' that he sign his name as President by like order. STATE OF NEW YORK ) Sherman Peer, Notary �'ublic ) ss: COUNTY OF TODLPKINS ) On this 13th day of January, 1930, before me personally came Howard E. Babcock, Verne A. Fogg, .slice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and v,,ho executed the foregoing certificate and they sev- erally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TMTKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Amsterdam Cooperative G.L.F. Service, Inc., the Corporation mentioned and described in the foregoing certificate, and that the corporation and persons who have executed the forerD going certificate constitute the holders of record of all the outstanding shares of sAid corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SEAL) � day of January, 1930 Sherman Peer, Notary Public Filed and entered %aarch 19, 1930 at 1'�:05 o'clock P. 1M. - -- zz-- CLERK. LJ CJ Certificate of Decrease of : We, the undersigned, constituting the holders of record • Number of Directors : of all the outstanding shares of Afton Cooperative -of- G.L.F. Service, Inc., entitled to vote on a change in Afton Cooperative G.L.F. Service Inc., Pursuant to Section 35 of the number of directors, do hereby certify as follows: the Stock Corporation Law. -----------------------------------X 1. The narAe of the corporation is: Afton Cooperative 0 G.L.F. Service, Inc. 2. The certificate of incorp- oration of :;,: id corporation was filed in the _)ff ice of the Secretary of State on the 14th day of "pril, 1925. 3. The number of dir ctors previously authorized is nine. 4. The number or airectors so authorized is decreased by four w that hereafter til-.e number of direc- tor:�, as hereby decreased, shall be five. IN WITNESS WHEREOF; we have made and subscribed this certificate in duplicate, this 13th day of January, 1930. Producers Warehouse & Elevator Co. Inc. ( SEAL) By H. E. Babcock, As President. 41 M rn M H. E. Babcock STATE OF _,1E,,7 YORK } V. A. Fogg ss: A. R.McAniff COUNTY OF TOIDI INS ) Charlotte Davie On this 13th day of January, 1930, before me pe rsor�). lly came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said county of Tompkins, N. Y. that he is the President of Producers 1.7arehouse & Elevator • Co. Inc., the corporation described in and which executed the above instrument; that he knew �the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign_ his name as President by like order. -TATE OF N ,'i YORK ) Sherman Peer, ss: Notary Public • ) COUNTY OF TOMPKINS ) On this 13th day of January, 1930, before me personally came • • Howard E. Babcock, Verne A. Fogg, 1-lice R. McAniff and Charlotte Davis, to me known and known to me to be the persons described in and =:ho executed the foregoing certificate and they sever- ally duly acknowledged to me that they executed the same. STATE OF NE`,; YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TO1,12XINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Afton Cooperative G.L.F. Service, Inc., the corporation Mentioned and describ- ed in the foregoing certificate, and that the corporation and )ersons who have executed the foregoing certificate constitute the holders of record of all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood, (SEAL) day of Janta ry, 1930. Sherman Peer, Notary Public 7i 1 Rrl and a ntarar9 T9sarnh 10 1 O'er) -�+ l '�. rlr, ►„-1 __I,. -) r Certificate of Decrease of : ',,e, the undersigned, constituting the holders of record Number of Directors -of- of all the outstanding shares of 13.dams Center Cooper - .dams Center Cooperative G.L.F. ative G.L.F. Service:, Inc., entitled to vote on a Service, Inc., pursuant to Section change in the number of directors, do hereby certify as 3b of the Stock Corporation Law. follows: 1. The name of the corporation is: Adams ------------------------------------X Center Cooperative G.L.F. Service, Inc., 2. The certi- ficate of incorporation of s<id corporation was filed in the office of the :Secretary of State on the 15th day or October, 1928. 3. 2he number of directors previously authorized is nine. 4. The number of directors so authorized is decreased by tour so that hereafter the number of directors, as hereby decreased, shall be five. IN +'i"ITNESS`HER'OF, we have made and subscrib- ed this certificate in duplicate, this 13th day of January, 1930. MATE OF NEW YORK ) ss: COUNTY OF TOMPKINS ) Producers darehouse & Elevator Co., Inc. � By H. E. Babcock, As President (SEAL) ( SEAL) V. A. Fogg H. E. Babcock A. R. T:IcAniff Charlotte Davis On this 13th day of January, 1930, before me personally came Howard E. Babcock, to me known who being by me duly sworn did depose and say that he resided in the Town of Ithaca, in said County of Tompkins, N. Y. that he is the President of Producers-arehouse & Elevator Co. Inc., the corporation described in and ..,hieh executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is tl-E corporate seal 9f s-id corporation and was affixed to said instrument by order of its Board of Directors for the uses and purposes and that he sign his name as President by like order. ZTATE OF NEW YORK ) Sherman Peer, Notary rublic ) ss: COUNTY OF T01dPKINS ) On this 13th day of January, 1930, before me personally came 42 Howard -E. Babcock, Verne . Fogg, Alice R. A?ctiniff and Charlotte Davis, to me known and known, to me to be the persons described in and ;rho executed the f oregoing certificate and they -ev- erally duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Sherman Peer, Notary Public ) ss: COUNTY OF TOMPKINS ) E. Victor Underwood, being duly sworn, deposes and says that he is the Secretary of Adams Center Cooperative G.L.F. Service, Inc. the Corporation_ mentioned and described in the foregoing certificate, and that the corporation and persons who have ex- ecuted the foregoing certificate constitute the holders of record Cf all the outstanding shares of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 13th E. Victor Underwood (SEAL) day of January, 1930. Sherman Peer, Notary Public. Filed And entered P,1arch 19, 1930 at 12:05 P. M. CLE __. Fx. Certificate of Incorporation . We, the uAersigned for the purpose of forming a of : corporation pursuant to article two of the Stock "J. N. '�`illiamson, Inc." Pursuant Corporation law of the State of New York, certify: to article Two of the Stock Corpor- ation Law 1. The name of the Corporation shall be "J. N. --------------------------------------X LI1,11SON, INC." 2. The purposes for which it is to be formed are (1) To purchase and sell, assemble, exhibit and demonstrate, and deal generally in automobiles, motors, engines, chassis, li,,hting and statting apparatus and batteries, tires, gas, oil, grease and all parts and accessories and fuel for automobiles, motor trucks, trailers, motor -cycles, motor boats, aircraft and all kinds of vehicles for the carriage and transportation of goods, passengers or mails whether such are propelled by gasoline, electric- ity, steam or other pourer, and in all kinds of machines and contriv,_Ances for wrecking service welding and washing and to perform services for hire connected therewith; and (2) To buv, lease, improve, mortgage and convey real estate and to erect and construct thereon building or buildings for the purpose of conducting the above business therein and for the purposes of storing automobiles, automobile trucks and tractors and to charge therefor by the hour, day week, month or year. 3. The amount of the capital stock shall be $25,000.00 4. The total number of shares which may be issued by the corporation is 250 of which 100 shares of the par value of $100.00 each shall be preferred, and 150 shares of the par value of �,>100.00 each shall be common stock. 5. The designation, preference and privileges and voting pow- ers or restriction or qualification of the shares of each class are: The holders of the pre- ferred stock shall be entitled to have declared and set apart for their benefit, annually out of the net profits a cumulative dividend of 6% per annwi from the date of the issue of their shares before any dividend shall be :'>,-dared on the common stock, but the holders of the preferred stock shall not be entitled to any other of` further participations in profits, and upon liquidation of the affairs of the corporation and the distribution of its assets either by dissolution or other wise, the holders of the preferred stock shall be entitled �I to receive payment in full of the par value of their shares with accumulated dividends before any payment shall be made on account of the common stock. The preferred stock shL.11 not con- fer upon holders thereof any right or privilege of voting for the election of directors or upon adoption. amendment or repeal, of by-laws, unless in case the accumulated dividends of �I 6% per annum on said preferred stock issued shall not be paid within one year from the date of the issue thereof, then in such case such preferred stockholders shall have the same right'' or privilege of voting on all questions as the holders of the common stock. 6. The office of the corporation shall be located in the city of Ithaca, County of Tompkins, New York. .• • r � U • • 43 • • • • 7. The duration of the corporation shall be perpetual. B. The number of directors shall not be less than 3 nor more than 7. 9. Any director of this corporation may be removed at an annual or special meeting of the stock holders by the sane vote as that required to elect a director provided, however, that such proposed action is stated in the notice of meeting 10 Two-thirds or more of the directors shall be necessary to constitute a quorum of the board for the transaction of business at any meeting, but a less number may adjourn the meet- ing. 11. One-half of all the shares issued and outst=;nding entitled to vote shall be neces- sary to constitute a quorum at every regular or special:.meeting of the stock holders except as to special election as provided by the General corporation law. 12. No certificate of stock shall be transferred to a person who is not a stock holder until it has been offered for sale to the other stock holders on terms to be fixed by the by-laws or agreement and the offer to sell, refused. 13. The names and lost office addresses of the directorrs until the first annual meeting of the stock holders are: NAME Jasper N. V1ill iamson Sylvia A. Williamson Nelson F. Harris Elizabeth E. Harris P. 0. ADDRESS 503 Dryden Road, Ithaca, N. Y. 503 Dryden Road, Ithaca, N. Y. 308 N. Titus Ave., Ithaca, N. Y. 308 N. Titus Ave., Ithaca, N. Y. 14. The names and Bost office addresses of each of the subscribers of this certificate of in- corporation and a statement of the number of shares which each agrees to take in the cor pora- ation are as follows: NAME Jasper N. Williamson Sylvia (,. I71illiamson Nelson F. Harris Elizabeth E. Harris P.O. ADDRESS NO. SHARES 503 Dryden Road, Ithaca, N. Y. 60 503 Dryden Road, Ithaca, N. Y. 1 308 N. Titus Ave. Ithaca, N. Y. 30 308 N. Titus Ave., Ithaca, N. Y. 1 15. All of the subscribers of this certificate are of full age. At least two-thirds of them are citizens of the United States, at least one of them is a resident of the State of New York, and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York. 16. The shares with the par value shall be issued and sold for One HundredDollars each. 17. The meeting of the Board of Directors shall be held only within the State of New York. IN WITNESS HEMOF, we have made and subscribed this certificate in duplicate, this 7th day of March, 1930. Jasper N. Williamson STATE OF NEW YORK ) Sylvia A. Williamson ) ss: Nelson F. Harris COU NTY OF TOMPKINS ) Elizabeth E. Harris On this 7th day of March, 1930 before me, the subscribers, personally came, J. N. Williamson, Sylvia A. Williamson, Nelson F. Harris, Elizabeth E. Harris, to me known to be the persons described in and ivho executed the foregoing certificate of incorporation and they thereupon severally duly acknowledged to me that they executed the same. STATE OF NEVI YORK ) "nna L. Drake, Notary Public of the County of Tomp- ) ss: kins. TOIIPKINS COUNTY CLERK'S OFFICE ) I, Howard L. O'Daniel, Clerk of said County, and of • 'the Supreme and County Courts held in and for said County, being Courts of Record, having a seal, do hereby certify that hnna L. Drake the officerwhose name is subscribed to the Cespoit- ion or certificate of the proof or acknowledgment of the annexed instrument, and before whom the same was made resides in said County; that at the time of taking such deposition, proof or acknowle<,gment was a Notary Public in and for said County, duly authorized by the laws of said State, to t:ke the same and also to take the proof of acknowledgment of deeds for lands, tenements and here�itaments to be recorded in the State. I fu2ther certify that I am well 44 acquainted with the handwriting of such officer and verily believe that the signature to such certificate of proof or acknowledgment is genuine and that the said instrument is e_--ecuted and acknowledged in conformity with the laws of said State. IN TESTL4ONY 7iHEREOF, I have hereunto set my hand and affixed my official se:_:1 at Ithaca, N. Y., in said County, this 14 day of l:_ar. 1930 li. L. O'Daniel, Clerk By L. L. Earl, Dep. Clerk. EDWARD J. FLYNN, Secretary of State HAROLD J. FISHER, Cashier • Lyman H. Hurd, General Auditor JOHN F. COX, Lss't Cashier STATE OF NEW YORK DEPAR'11ENT OF STATE DIVISION OF i'INANCE AND AUDIT Albany, r.arch 17, 1930 • Received from " J.N. , ILLIAivtiSON, INC." Twelve & 50/100 Dolla_-s in payment of tax under sec- tion 180 of the Tax Law as follows: 1/20 of 1 per cent on �25,000.00 consisting of 250 shares ~ par value $100 each, $12.50. Five cents per shares par value LYI4'UiN H. HURD, General Auditor, By John F. Cox, ��sst Cashier Recorded March 19, 1930 at 3 P. M. C LEi4K. In the Patter We the undersigned, being respectively the President and of Secretary of Banfield & Pritchard, Inc., do hereby make Banfield & Pritchard, Inc. : this certificate pursuant to Section 16 of tl-,e Stock Corpor- ------------------------------ X ation Law and certify as follows: The total number of shares of said corporation outstanding entitled to vote on the proposit- ion that it shall mortgage its property and franchises, is 1000. The holders of 1000 shares being not less than two-thirds of the total number of shares /outstanding entitled to vote thereon, have given their consent in writing that said corporat- • ion make, execute and deliver a mortgage upon the property and franchises of the corporation in the sum of FIVE THOUSAND DOLLARS ($59000.00) to secure payment of a bond of said corporat- ion for a like amount to Deyo Oil Company, Inc. a domestic corporation having its principal office in the city of Binghamton, such bond and mortgage to be dated March 25, 1930 and to become due $100,00 thereof on April 1, 1930, and a like sur:, on the first day of each and every month thereafter until May 1, 1934, together with interest on all unpaid sums at the rate of c)% per annum payable monthly on the first day of each and every month until said principal sum is fully paid; and to contain such other provisions as the Board of Directors may determine. IN WITNESS VMREOF, we have hereunto subscribed and acknowledged this certificate this Twenty- fifth day of 14arch, 1930. Chas. Banfield, President. STATE OF NEW YORK ) Elmer C. Starner, Secretary. ss: COUNTY OF TOMPKINS ) On this Twenty-fifth day of March, 1930, before me personally came Charles Banfield and Elmer C. Starner, to me known and known to me to be the persons described in and who executed the foregoing Certificate of Consent to Mortgage and severally • duly acknowledged to me that they executed the same. STATE OF NEW YORK ) Alice B. Conover, Notary Public ) ss: COUNTY OF TOPIPKINS ) Charles Banfield and Elmer C. Starner being severally duly sworn, depose aid sby, and each for himself deposes and say, and each for himself deposes and says • that he the said Charles Banfield is the President of Banfield & Pritchard, Inc. and that he the said Elmer C. Starner is the Secretary thereof; that he has read the foregoing Certificate subscribed by him and knows the contents thereof, and that the same is true to his own know- ledge. Sworn to before me this 25th Chas Banfield day of Harch, 1930. Elmer C. Starner Alice B. Conover, Notary Public Recorded March 25, 1930 at 3: 50 o'clock P. M. __ ... ,_ __ _ .. _ ,_.. _ CLERK. 145 a� M Certificate of Incorporation Vie, the undersigned for the purpose of forming a corp- Ida of oration pursuant to rticle 7 of the Cooperative Corpor- 1.7ellsville Cooperative G.L.F. ation Law of the State of New York, do hereby make, sign, Service, Inc., Pursuant to Article 7 of the Co-operative acknowledge and file this certific,.te for that purpose Corporation Law of the State of Nev; York as follows: 1. That all the undersigned persons are • ---------------------------------X of full age; all citizens of the United States and all are residents of the State of New York 2. The name of the proposed corporation is WELLS- VILLE COOPERATIVE G.L.F. SERVICE, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomp- lishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or,as agent, either alone or in association with other corporations, firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have p par value of �'5 each to be known as six percent non -cumulative preferred stock; and 1000 shares of the par value of %'5 each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the co poration excepting as otherwise, expressly provid- ed by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of divi- dends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tomp- its kins and State of New York. 7. Its duration is to be perpetual. 8. The number of/directors is five 9. The names and poet office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. Howard E. Babcock Ithaca, N. Y. R. D. #5 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Verne A. Fogg 205 West Buffalo St. Ithaca, N. Y. • Alice R. McAniff 514 Wyckoff Rd. Ithaca, N. Y. 10 All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: j V. A. Fogg Seneca Bldg, Ithaca, N. Y. 1 share 1 A. R. McAP .ff �, " Tr 1 share Charlotte Davis it t► 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, en- joyed or incurred by or in respect of the copporation shall be affected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise mi-ht prevent him from contracting with the corporation for the benefit of himself or any firm, association or corporation, in which in anTrise he may �,hether be interested. b. The Board of Directors, from time to time, shall determine, /to -.chat extent, �,at what times and places and under what conditions and regulations the accounts, books and )papers of the corporation or any of them shall have any right to inspect any account, book or j1paper of the corporation, except as expressly conferred by law, or authorized by the Board or �Ithe stockholders. c. The Board of directors may from time to tine sell any or all of the un- /issued capital stock of the corporation whether the same be any of 'she original authorized capital or of any increase thereof, without First offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Cd-operative Corporation Law. d. The corporation may pay not to exceed six p er cent dividends upon its capital stock and not to exceed six per cent interest upon its ind�-btedness and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established shall be distributed, whether• in the form of stock, cash or evidences of indebtedness or in services proportionately and equitably among the persons for which it does business on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix establish and from time to time modify or re -adjust the amount, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or othervrise, and shall designate by classes of dealing, trading or representation, such persons as shall be consider- ed and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members or outside sales of goods or II by membe merchandise supplied/to to sold by or thought it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN WIT - filed NESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate/this 5th day of npril, 1930. V. A. Fogg A. R. Me Aniff STATE OF NE'sJ YORK ) Charlotte Davis ) ss: COUNTY OF TO14PKINS ) On this 5th day or April, 1930 before me the subscriber personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Bernice A. Barkee, Notary Public Recorded April 4, 1930 at 10:10 o'clock A. M. Certificate of Incorporation We, the undersigned for the purpose of forming a corpora - of tion pursuant to Article 7 of t'le Cooperative Corporation Marathon Cooperative G.L.F. ; Law of the State of New Yo3k, do hereby make, sign, ack- Service, Inc. Pursuant to Article 7 of the Co-operative nowledge and file this certificate for that purpose as Corporation Law of the State of New York : follows: 1. That all the undersigned persons are of full ---------------------------------X age; all citizens of the United States and all are resi- dents of the State of New York. 2. The name of the proposed Corporation is 1-Tarathon Cooper- ative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing U • • • business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, ON an farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes of the attainment of any of the ohj ects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporation, firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5 each to be known as six per cent non -cumula- tive preferred stock; and 1000 shares of the par value of �5 each to be known as common stock 6. The designations, privileges, preferences and voting powers and restrictions or qualifi- cations of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such divi- dends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its durat- its ion is to be perpetual. 8. The number of/directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholder: are as follows: Harry Bull • Howard E. Babcock E. Victor Underwood Verne A. Fogg Alice R. McAniff Campbell Hall, N. Y. Ithaca, N. Y. R.D. #5 141 Ithaca Rd. Ithaca, N. Y. 205 West Buffalo St., Ithaca, N. Y. 514 Wyckoff Rd. Ithaca, N. Y. 10 All of the above named directors are citizens of the United States and residents of the State of New Fork. Directors shall not be reauired duo be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: V. A. Fogg Seneca Bldg., Ithaca, N. Y. 1 share A. R. McAniff " it " It 1 share Charlotte Davis " " "IT1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any direct- or or directors of the corporation are or may have been personally interested in or concern- ing the same, and each director of the corporation is hereby relieved of and from any and which other,;ise might prevent him from contracting • all, disability/with the corporation for the benefit of hi: -,,,self or any firm association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time whether to time shall determine,/to what extent at what ti_ries and places and under what conditions and regulations, the accounts books and papers of the corporation, or any of them shall have , any right to inspect any account, book or paper of the corporation, except as expressly con- ferred by law, or authorized by the Board or the stockholders-. c. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, wheth- er the same be any of the original authorized capital or of any increase thereof, without first offering the .same to the stockholders then existing, and all such sales may be made upon such terms and conditions as by the Board may be deemed advisable and may restrict a purchase sale distribution, transfer, owning and holding of stock as fully and to the extent as author- ized by the Co-operative Corporation law. d. The corporation may pay not to exceed six per 47 cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness and its earnings and savings, after deduction of reserve and Qther funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or IIThe other services rendered to or by such persons, and within the limits of the law provided. Is Board of Directors shall determine, fix, establish and fro!,-L time to time modify or re- adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise and shall designate by classes of dealing, trading or representation, such persons as shall be considered and taken into account for the purpose • of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered,conside red or accounted for in the distribution of prc- Fits, earnings or savings only and in so far as the directors may determine to be for the ad- vantage and 'nest interests of the corporation and the persons for which it does business pur- suant to Article 7 of the Cooperative Corporation Law. IN iITNESS WHEREOF, we have made, sign- ed acknowledged and filed this certificate in duplicate, dated this 5th day of April, 1930. STATE OF NEW YORK ) V. A. Fogg ) ss: A. R. 11cAniff COUNTY. OF TOMPKINS ) Charlotte Davis On this 5th day of April, 1930, before me, the subscriber personally appeared V. A. Fogg, A. R. 111cAniff and Charlotte Davis, to me known to he the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Bernice A. Barkee, Notary Public Recorded rpril 8, 1930 at 10:11 11. • Q.. C IIIK Certificate of Change of Location OWEGO GAS CORPORATION of CERTIFICATE OF CHANGE OF LOCATION OF OFFICE OF Office of Owego Gas Corporation etc. OVIEGO GAS CORPORATION PU',SUANT TO SECTION THIRTY- --------------------------------------- X FIVE OF THE STOCK CORPORATION LAW. The undersigned, constituting the holders of record of all of the outstanding shares of Owego Gas Corporation entitled to vote on a change in location of its office, pursuant to section Thirty-five of the Stock Corporation, do hereby certify and state; 1. The name of the corpor- ation is OWEGO GAS CORPORATION Said name has not been changed. 2. The certificate of incorp- oration of said corporation was filed in the office of the Secretary of State on December 28, 1923. 3. The village and the county in which its office is located are the village of Owego and the County of Tioga and the city and the county to which its office is to be removed are the City of Ithaca and the county of Tompkins. IN WITNESS WHEREOF, the undersigned have made, • subscribed and acknowledged this certificate this 19th day of February, 1930. Name of Stockholder Number of Shares Common Empire Gas and Electric Company 1 368 By John li. Daly, ?Tice -President 1 632 . Daly & Co. By M. C. O'Keefe member 3 000 STATE OF NE71 YORK ) On this 19th day of February, 1930, before me personally came ) ss COUNTY OF NEW YORK ) I1. C. O'Keefe, a member of the firm of Daly & Co., to me known to be the person described in and who executed the foregoing Certificate and she thereupon duly acknowledged to me that she executed the same. (SEAL) A. P. Ringressy, Notary Public STATE OF NEW YORK ) Kings County Clerk's No 683 ) ss: N. Y. Co. Clk's No. 871, Reg. No. 1R-584 COUNTY OF NEV YORK ) Commission expires March 30, 1931 49 r: On this 19th day of February, 1930, before me personally came John E. Daly to me known who, being by me duly sworn, did depose and say that he resides in New Rochelle,New York; that he is Vice President of the Empire Gas and Electric Company the corporation described in and i which executed the foregoing certificate; that he knows the seal of said corporation ; that ij the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation; that he signed his name thereto by like order. (SEAL) A. P. Ringressy, notary Public Kings County Clerk's No. 683 N. Y. Co. Clk's No. 871, Reg. No. II STATE OF NEW YORK ) 1R-584, Commission Expires March 30, 1931 ss: COUNTY OF NEAT YOR11 ) J. F. 14cKeInna being duly sworn, deposes and says that he is the IISecretary of Owego Gas Corporation; that he resides in Staten Island, City of New York, State of New York; and that the persons who executed the foregoing Certificate, constitute the II holders of record of all the outstanding shares of Owego Gas Corporation entitled to vote thereon. Subscribed and sworn to before me this 19th day of February, 1930 J. F. McKenna A. P. Ringressy, Notary Public, Kings County Clerk's No. (SEAL) 6839 N. Y. Co. Clk's No. 871 /Commission Ex;)ires March 30, 1931 Reg. No. 1R-584 STATE OF NEW YORK ) 1041 SS: I CE_=FY That I have compared the preceding copy DEPARMIENT OF STATE ) with the original Certificate of Change of Locution of Owego Gas Corporation, filed in this department on the 24th day of February, 1930 and that such copy is a correct transcript therefrom and of the whole of such original. ',iITNESS my hand and the official seal of the department of State at the City of-,.lbany, this twenty-fourth day of February, one thousand nine hundred and thirty. (SEAL) 3_ �r TE OF NEW YORK0 ) �.� } ss: TIOGA C OUT4TY CLERK'S OFFICE ) Frank S.Sharp, Deputy Secretary of State. I, Susan E. Richardson, Clerk of said County and also Clerk of the County and Supreme Courts held therein which are courts of Record, do hereby certify that I have compared the foregoing copy of Cert- ified Copy from Secretary of State's Office of Certificate of Change of location of Owego Gas Corporation with the original copy thereof filed and entered in said office T,Zarch 13, 1930 and now remaining on file and of entry therein, and find it to be a correct transcript there- from, of the whole thereof, and of the endorsements thereon. In witness whereof, I have here- unto subscribed my name and affixed my official seal at Owego, this 24 day of 11arch, 1930. (SEAL) Susan E. Richardson, Clerk (ENDORSED) OVIEGO GAS CORPORATION CERTIFICATE OF CHANGE OF LOCATION OF OFFICE STATE OF 1\TE'VYORK DEPnRTMM7\TT OF STATE FILED Feb, 24, 1930 TAX � None FILING FEE of State $20. ED►TARD J. FLYNN, Secretary,/By H. J. Fisher, Cashier (Endorsed) STATE OF NEI,`' YORK TIOGA COUNTY, ss: Recorded on the 13 day of Riarch, 1930 at 3 o'clock P. M. in Liber of Certificates of Incorporation on Page and examined • Filed Mar. 13, 1930 o'clock M Susan E. Richardson, Clerk Tioga County Clerk's Office Recorded April 9, 1930 at 4:06 o'clock P. M. Certificate of Incorporation : We, the undersigned 11ax Shulman President and • of Julius Lieberman, Secretary of Agoodash Achim I goodash Achim of Ithaca, N. Y. Inc. of Ithaca, N. Y. do hereby certify as follows: ---------------------------------------X That.a regularly called sleeting of the members of Agoodash Achim of Ithaca, N.,Y,,;was held on the 20th day of March, 1921. That the meeting was organized by such members by choosing the undersigned Max Shulman as chairman and Sam Kline who has since resigned, as Secretary. That a vote was then taken of those present in person or by proxy upon the proposition of incorporating such society pursuant to the 5 I:Iembership Corporation Law. That the following resolution was offered; "Resolved that the directors of the Agoodash Achim of Ithaca, N. Y., be authorized and directed to incorporate such society pursuant to the Membership Corporation Law and to execute and file certificates and take such other and further steps as may be proper and necessary therefor." That such resolution ws adopter by the votes of 17 members of such society, being the unanimous vote of all the members thereof present at such meeting and voting thereon. Dated this 20th day of March, 1921. 11ax Shulman Chairman STATE OF NEW YORK ) J. B. Liberman Secretary � ss: COUNTY OF TO�MPKINS } 1ilax Shulman chairman and Julius Liberman Secretary being duly and severally sworn, each deposes and says that he has read the foregoing certificate subscribed his knowledge. • by him and knows the contents thereof, that the same is true and correct of own Sworn to before me this Max Shulman Chairman 3 day of June, 1921 J. B. Liberman Secretary Daniel Crowley, Notary Public We, the undersigned, a r a jor ty of the c irectors of the Ago®dash _Lchim of Ithaca, New York unincorporated Society desiring to incorporate pursuant to the Membership Corporation Law, �I do hereby certify, as follows: That such society was orgainzed for the purpose of Social religious and mutual improvement of members and for the purpose of providing form interment of deceased and funeral/:members in accordance with the Jewish Rites and ceremonies; That a regularly called meeting of such society was held on March 20, 192-1. That a notice of the time and place of such meeting and that the proposition of incorporating would be considered thereat, was served upon each member of such society whose residence or Post Office address was known at least two weeks before such meeting, either personally or by depositing in the Post Office, Postage prepaid „ addressed to such member at his last known Post Office Address; That a copy of such notice is hereto annexed and made a part of this certificate. That at such a meet- • ing the directors of such society were duly authorized by the unanimous vote of all the mem- bers of such society present and voting at such meeting to incorporate such society in pur- suance of the membership Corporation Law, with the corporate name of Agoodash Achim of Ithaca N. Y. Inc. as more fully appears by the certificate of the chairman and secretary of the reet- ing, hereto annexed and filed herewith; That we further certify as follows, to wit:- That we are all persons of full age and that all of us are citizens of the United States and at least oXie of us is a resident of the State of New York, and that �e are desirous of forming a mem- bership corporation under the membership corporation Law of the State of New York, and do hereby make, sign, acknowledge and file this certificate for such purposes as follows: First: The name of the proposed corporation is ��goodash Achim of Ithaca, New York, Inc. second: - The particular objects for which the corporation is formed are, the social, religious and mutual improvement of the members, and providing for the funer::l and interment of deceased members in accordance with the Jewish Rites and ceremonies. Third:- The Territory in is Ithaca Tompkins • which the operators of the corporation willbe principally donducted and County, New York. FOURTH:- The principal Offices of the corporation is to be located in the City of Ithaca, County of Tompkins and State of New York. Fifth:- The number of the directors shall be five. Sixth:- The names and places of residence of the persons to be its directors until its first annual meeting are as follows:- • Names Place of Residence Abraham Spolansky Ithaca, New York Tiilins Liberman Jacob Lewis Seventh:- The date for holding its annual meeting shall be the first 11onday in December, in every year. Eighth:- That no other or previous application has been ?-,ade for this pur- pose. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in ON 6 r; I In �n R duplicate. Dated, this 3 day of June, 1921. .7 STATE OF NE 1 YORK ) ss: COUNTY OF T Ot12, TNS ) Jacob Lewis A. Spolansky J. B. Liberman On this 3 day of June 1921, before me personally came Jacob Lewis, t;braham Spolansky and Julius Liberman to me personally known to be the persons described in and ;;ho made and signed the foregoing certificate and severally duly acknowledged to me that they made, signed and executed the same for the uses and purposes therein set forth. Daniel Crowley, Notary Public I hereby approve the foregoing certificate and of the filing thereof. • Dated June 3, 1921 George McCann, Justice of the Supreme Court. NOTICE OF `1EETING. TO THE IuMMERS OF THE AGOODASH ACHM OF ITHACA, N. Y. 1Jotice is hereby given at a regular meeting of the Agoodash ,Ichim. of Ithaca, N.Y. to be held on the 20th of March, 1921, a proposition of incorporating the Agoodash Achim of —tthata :of Ithaca, N. Y. , in pursuance of the 11,4embership Corporation Law, will be acted upon the members thereof. Dated at Ithaca, N. Y. this 4th day of March, 1921. 1tlax Shulman R. Dworsky M. Atwell J. Lewis Henry `bells N. Kramer E. Shulman Sam Kline, Secretary A. Spolansky Recorded April 141 1930 at 11:30 o'clock A. M. Certificate of Incorporation Sam Wells Certificate of Tncorporation of 211 E. Seneca St., Corp. of pursuant to 1"rticle a of the Stock Corporation Law. is 211 E. Seneca St. Corp. Vie, the undersigned, for the purpose of forming a corpora- ------------------------------- X tion pursuant to Lrticle 2 of the Stock Corporation Law of the Mate of New York, certify: First: The name of the corporation shall be t1211 E. Seneca St. Corp." Second: The purposes for which it is to be formed are as follows: To acquire by purchase, lease, or otherwise, improve and develop real property; to erect, construct, rebuild any alter maintain and improve buildings of all kins on lands of the corporation or upon/ot-her lands, and to sell or rent the same; t;:) buy, sell convey, mortgage, exchange, lease, sub -let hold for investment or otherwise, use operate and otherwise deal or trade in and dispose of real estate of all kinds, improved or unimproved, and any right or interest therein; to lend money on bonds secured by mortgage:; on real property or personal property or otherwise; and to carry on a general real estate business. To borrow or raise money for the purposes of the corporation and to secure the same and any interest thereon or for any other proper corporate purpose, to mortgage all or any part of the now or hereafter acquired property, • rights and Franchises of the property; and to issue notes, bonds, debentures and other evid- ences of indebtedness, to sell or exchange all or any part of the property, assets, good will and business of the corporation and to except in payment or exchange therefor, the stocks, bonds or other securities of any other cozporation, either domestic or foreign. To acquire by purchase or otherwise, to hold for investment, resale or otheri�ise, or sell or otherwise • dispose of, pledge, hypothecate, and in all ways deal in and with, stocks, scrip, bonds, consols, notes mortgages, trust receipts, certificztes of indebtedness and other obligations and securities of corporations of all kinds, foreign or domestic; to do all things suitable and proper for the protection,maintenance,conservation or enhancement of the value of all such stocks or other securities held by it, including the exercise of the right to vote thereon; to bid upon and purchase at foreclosure or at other soles, whether public or private real property and rights or interests therein of all kinds. To purchase, acquire, hold and dispose of bonds, notes or choses in action or other evidences of indebtedness of any person or to secure the payment of collateral trust bonds or notes;to sell persons, partnership or corporation, domestic or foreign; to )lecge such securities/or othe r- bond wise negotiate such collateral trust /or notes. To use its surplus earnings or accumulated profits in the purchase or acquisition of its own capital stock from time to time as its board of directors shall determine, and to hold such capital stock so purchased if the directors so determine, in the treasurery of the company as treasury stock, to be thereafter disposed of in such manner as the directors shall deem proper. To do all and everything necessary, suit- able, useful or proper for the accomplishment of any of the purposes or the attainment of any of the objects, or the furtherance of any of the powers hereinbefore set forth, as principal or agent, either alone or in association with other corporation, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to, or growing out of, or connected with, any of the aforesaid purposes, objects or powers, or any part or parts thereof, and to do any such acts or things to the same extent and as fully as natural persons might or could do in any part of the world. THIRD: The total number of shares that may be is- sued is 400, all of which are to be without par value. The c�p ital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value plus one dollar in respect to every issued share without par value, plus such amounts as from time to time, by resolution of the board of directors, may be transferred thereto. Fourth: The office of the corporation shall be located in the City of Ithaca, County of Tomp- kins and State of New York. Fifth: The duration of the copporation shall be perpetual. Sixth: The number of its directors shall be four. Seventh: The names and the post office ad- dresses of the directors until the first annual meeting of the stockholders are: Names John Van Sickle Doris Danns Ruth I.1. Sears Allan H. Treman Post Office Addresses 1 Savings Bank Bldg., Ithaca, N. Y. 1 Savings Bank Bldg., Ithaca, N. Y. 110 N. Tioga St., Ithaca, New York 1 Savings Bank Bldg., Ithaca, N. Y. Eighth: The name and the post office address of each subscriber of this certificate of Incor- poration and a statement of the number of shares which each agrees to take in the corporation are as follows: Name Post Office Address No of Shares John Van Sickle I Savings Bank Bldg., Ithaca, N. Y. 1 Doris Danns 1 Savings Bank Bldg„ Ithaca N. Y. 1 Ruth M. Sears 110 N. Tioga St., Ithaca, N. Y. 1 1i1lan H. Treman 1 Savings Bank Bldg., Ithaca, N. Y. 1 Ninth: all of the subscribers of this certificate are of fall age; at least two-thirds are citizens of the United States and at least one of them is a resident of the State of New York," and at least one of the persons named as a director is a citizen of the United States, and a resident of the State of New York. IN WITNESS :"THEREOF, we have made, signed and acknowledged this certificate of incorporation this 26th day of lLpril, 1930 STATE OF NEW YORK ) COUNTY OF TOI%TK INS ) s s : CITY OF ITfIACA ) John VanSickle Doris Danns tillan H. Treman Euth 11. Sears On this 26th day of spril, 1930, before me, the subscriber, personally appeared John VanSickle, Doris Danns, .uth 1% Sears and nllan H. Treman to me known and known to me to be the same persons described in and who executed the foregoing certificate of incorporation, and they severally acknowle'ged to me that they executed the same. R. E. Copley, Notary Public U • 0 �1 • • • • Edward J. Flynn, Secretary of State Harold J. Fisher, Cashier � Lyman H. IIurd, General Auditor John F. Cox, Ass't Cashier STATE OF NEW YORK DEPARTIMT OF STATE DIVISION OF FINANCE AND AUDIT AlbanyAril 30 19 , P r 0 3 Received from 11211 E. Seneca St. Corp." twenty dollars in payment of tax under section 180 of the Tax Law as follows: 1/20 of 1 per cent on w ----- consisting of --- shares par value -- each --. Five Cents per share on 400 shares ithout par value '�= .00 Lyman II. Hurd, General "Iuditor By H. J. Fisher, Cashier Recorded i:Iay 1, 1930 at 4:58 P. r.R Certificate of Incorporation ire, the undersigned for the purpose of forming a of : corporation pursuant to Article 7 of the Cooperative Syracuse Cooperative G.L.F. Service : Corporation Law of the State of New York, do hereby Inc., Pursuant to Article 7 of the Co-operative Corporation Law of tht : make sign, acknowle� ge and file this certificate for State of New York that purpose as follows: 1. That all the undersigned --------------------------------------X persons are of full age; all citizens of the United States and all are resident of the State of New York. 2. The name of the proposed Corporation is Syracuse Cooperative G.L.F. Service, Inc. 3. The purposes for which it is to be formed are a. To conduct a general producing, manufacturing, warehousing or merchandising processing and cleansing .usiness, on the co-operative plan as limited in Article 7 of the Co-operative Corp- oration Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies, ?exrm machinery ane} 3nppi1es -;nd articles of domestic and personal use, to buy sell or lease h )rues or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects of the furtherance of any of the powers hereinbefore set forth individually or as agent,either alone or in as::ociation with other corporations, firms or individuals. 4. The amount of c-pital st stock is ,,25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5, each to be known as six percent non -cumulative preferred stock; and 1000 shares of the par value of �5 each to be known as cortimon stock. 6. The designation, privileges, preferences and voting powers and restriction or qualification of the shares of each class are: The common capital stock shall have all the voting power of the corporation excepting as otherwise expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six Der cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other satisfied and discharged in full germination of the business of the corporation, the preferred capital stock shall be paid/from and out of the profits and asEets of the corporLite business before any sums whatsoever shall be distributed or paid tipon or on account of any of the corr:on cep ital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five., 9. The names ald post office addresses of the direc- tors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. Howard E. Babcock Ithaca, N. Y. R. D. #5 E. Victor Underwood 141 Ithaca, Rd., Ithaca, N. Y. Verne .!. Fogg `-05 West Buffalo St., Ithaca, N. Y. lilice 1. McAniff 514 Wyckoff Rd. Ithaca, N. Y. 54 10.All of the above named directors are citizens of the United States and resident of the 3tat( of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: V. A. Fogg Seneca Bldg., Ithaca, N. Y. 1 share A. R. MnA.niff '► " it It " 1 share Charlotte Davis itit it '► 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, enjoy- ed or incurred by or in respect of the corporation shall be affected by the fact that any II director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from II any and all disability which otherwise might prevent him from contracting with the corporat- ion for the benefit of himself or any firm, association or corporation, in -.°rhich in anywise he may be interested. b. The Board of Directors, from time to time shall detemine whether to what extent at what times and places and under what conditions and regulations the accounts books and papers of the corporation or any of them shall have any right to inspect any ac- count, book or paper of the corporation, exepet as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockh::)lders then existing, and all such sales may be made upon such terms and conditions as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the co-op- erative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its c_.pital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts recuired or permitted by lack to be established, shall be distributed, whether in the form of stock, cash or evidence of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and vIit;hin the limits of the law provided. The Board of Dir- ectors shall determine, fix, establish and from time to time modify,or re -adjust the amounts, terms /conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading or representation, such per- sons, as shall be considered and taken into account for the purpose of such distributiom, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or sav- ings only and in so far as the directors may determine to be for the advantage and best in- terets of the corporation and he persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged �;nd filed this certificate in dulpicate, dated this (2nd day of April, 1930. STATE OF NEW YORK ) ss: COUNTY OF TOMP KINS } V. A. Fogg A. R. 11cAniff Charlotte Davis On this 22nd day of April, 1930, before me the subscriber personally appeared V. A. Fogg, t�. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowled,-ed to me that they executed the same. Sherman Peer, Nptary Public • • Recorded 1,111ay 21 1930 at 9: 30 o'clock A. M. k En M M Certificate of Incorporation ; We, the undersigned for the purpose of forming a corp- P- .- Oa of oration pursuant to :.rticle 7 of the Cooperative Corp- Whitesville Cooperative G.L.F. oration Law of the State of New York, do hereby make, Service, Inc., Pursuant to Article 7 of the Co-operative sign, acknowledge and file this certificate for that Corporation Law of the State of New York purpose as follows: 1. That all the undersigned per- • -----------------------------------X sons are of full age; all citizens of the United States and all are resident of the State of New York. 2. The name of the proposed Corporation is eVhitesville Cooperative G. L. F. Service, Inc., 3. The purposes for which it is to be formed are: a. To conduct a general producing, manuf cturing, warehousing or merchandising , croces- and cleansing sing/business, on the co-operative corporation plan as limited in sirticle 7 of the Co-operative • Corporation Law of the "tate of ?,detiv York, in articles of common use including f6rm products food supplies farm Machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association ).Tith other corporations, firms or individuals. 4. The amount of c-�,pital stock is Y25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5 each to be known as six percent noncumulat- ive preferred stock; and 1000 shares of the par value of $5 each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifi- cations of the shares of each class are: The common capital stock shall Ya ve all the voting power of the corporation excepting as otherwise expressly provided by law; the preferred cap- ital stock shall bear and receive a preferred dividend at the rate of six percent per annum • before any dividends whatsoever may be declared or paid upon common capital stock. Such divi- dends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be : i stributed or paid upon or on account of any of the co.runon capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. n. The number of its directors is five. 9. The names and post office a, dress of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. Howard E. Babcock Ithaca, N. Y. R. D.5 ' E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. li Verne Fogg 205 west Buffalo St, Ithaca, N. Y. Alice R. McAniff 514 1yckoff Rd . , Ithaca, N. Y. • 10. All:.of the above named directors are citizens of the United States and residents of the State of New York, Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of share of stock which each agrees to take in the corporation are as follows: V. A. Fogg Seneca Bldg., Ithaca, N. Y. 1 share k. R. McAniff ittt 1 share • Charlotte Davis it It it 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any dir- ector or directors of the corporation are or may have been personally interested in or con- cering the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them, shall have any right to inspect any account, book �or paper of the corporation, except as expressly conferred by law, or authorized by the Board or ithe stockholders. c. The Board of directors may from time to time sell any or all of the un- !issued capital stock of the corporation, whether the same be any of the original authorized cap- lital or of any increase thereof, without first offering the same to the stockholders then ex- isting, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Copperative Corporation Law. d. The corporation rpay pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness and its earnings and savings, after deduc- or permitted tion of reserve and other funds and amounts reouired7by law to be established, shall be dis- tributed, whether in the form of stock, cash or evidences of indebtedness or in services pro- portionately and equitably among the persons for which it does business on the basis of the amount of sales, purchases or other services rendered to or by such persons and vithin the limites of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amount terms, conditions and manner of such distributions' and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and small designate by classes of dealing, trading, or representation, such persons as shall be considered and taken into account for the purpose of such distribution so that outside purchasers of goods, or mer- chandise to be sold by or through it to members, or outside sales of goods or merchandise sup- plied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN WITNESS THEREOF, we have made, signed, acknowledged and filed this certificate in duplicate dated this 22nd day of April, 1930. V. A. Fogg A. R. McAniff STATE OF NE17 YORK ) Charlotte Davis ss: COUNTY OF TOMPKINS ) On this 22nd day of April, 1930, before me the subscriber person- ally appeared V. A. Fogg, . R. McAniff and Charlotte Davis, to me known to be the same persons described in and who executed the foregoing certific`, to of incorpora .ion and the severally duly acknowledged to me th�;t they executed the same. Sherman Peer, Notary Pilblic Recorded May 2, 1930 at 9:30 o'clock A. M. Certificate of Incorporation : CERiIFIC1.TF, OF INCORPORATION OF TYPHOON MACHINE CORPOR- of ATION PURSUANT TO ARTICLE TWO OF THE STOCK CORPORATION Typhoon Machine Corporation etc. LAW. -----------------------------------X `:;e, the undersigned, desiring to form a Stock Corporat- ion, pursuant - to Article Two of the Stock Corporation Law of the State of New York, do hereby !:make, sign, acknowledged and file this Certificate for than. purpose as follows: FIST:- The name of the proposed corporation is Typhoon 14achine Corporation. SECOND:- the purposes for which or either of which, the said corporation is to be formed are:- To manu- facture, buy, sell, lease and operate drying machinery and appliances, and machinery and ap- pliances for drying farm products and other commodities and articles. n U E • • To manufacture, buy and sell farm equipment, machinery, tools and other articles. R 57 • • • To own, control, buy and sell patents and to license thereunder. To own, buy sell, lease and mortgage real estate and personal property, and to do all acts that may be convenient or nec- essary in a general manufacturing business. To own, lease, operate and manage farms or any enterprises thereof, to engage in the business ofartificully drying farm products, or other articles. To manufacture, buy, sell and deal in farm products and feeds. To engage in such other directly or indirectly related activities and enterprises as are not contrary to law. To jurchase, ac(_uire, hold and dispose of the stock, bonds, and other evidences of indebted- ness of any corporation, domestic or foreign, and issue in exchange therefor its stock , bonds or other obligations, and, while owner of any such stock, honds or other obligations, to posses and exercise in respact thereof, all the rights, powers and privileges of individu- al owners or holders thereof, and to exercise any and all farming power thereon. THIRD: - The amoutit of the capital stock is Ten Thousand Five Hundred Dollars ( $10, 500) . FOURTH:- The Number of shares of which the capital stock shall consist is one hundred five (105), of the par value of One Hundred Dollars ($100) each. FIFTH:- Its principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. SIXTH:- Its dur- ation is to be perpetual. SEVENTH; - The number of its directors is tobe three (3). EIGHTH: - the names and post office addresses of the directors until the first annual meeting of stock- holders, and respective terms of office for which each is hereby designated are as follows: - Name Street Post -Office Term Roland F. Bucknam 433 North ,.urora Ithaca, New York 1 year John Linn Murphy 602 North Cayuga Ithaca, New York 2 Years George B. Taylor White Swan Farms Fairview, Pennsylvania 3 Years NINTH:- That all of the subscribers of this Certificate are of full age; that at least two- thirds of them are citizens of the United States, and that at least one of them is a resident of the State f New York; that at least one of the persons named as a director is a citizen 1 of the United States and a resident of the State of New York. TENTH: The names and post -of- fice addresses of the subscribers to this certificate, and a statement of the number of shares which each agrees to take are as follows: - Name Roland F. Bucknam John Linn Murphy Street 433 North l,,urora 602 North Cayuga Post -Office Ithaca, New York Ithaca, New York No. of Shares Vus 45 i George 3. T�.ylor White Swan Farms Fairview, Pennsylvania 40 Louis H. Moulton White Swan Farms, Fairview, Pennsylv_..nia 10 IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate Dated this 25th day of February, 1930 George B. Taylor Louis H. 11oulton STATE OF ITEE'Vi YORK ) Roland F. BucknaM ) ss: • COUNTY OF TOITKINS ) John Linn I.Turphy On this 27th day of February, 1930, before me, personally appeared Roland F. Bucknam and John Linn Murphy to me personally known to be the persons described in and who made and sign- ed the foregoing Certificate, and they severally duly acknowledged to me that they had made signed and executed the same for the uses and purposes therein set forth. • STATE OF PENNSYLVANIA ) Edward N. Jackson, Notary Public ) ss: COUNTY OF ERIE ) On this 25th day of February, 1930, before me, personally ap- peared George B. Taylor and Louis H. 11oulton, to me personally known to be the persons des- cribed in and ,iho made and signed the foregoing certificate, and they severally duly acknow- ledged to me that they had made, signed and executed the same for the uses and purposes trerere set forth. (SEAL) Paul C. Robins, Notary Public My Commission expires Jan. 21, 1933 STATE OF PENNSYLV'JTIA ) I, James B. Yard, Prothonotary of the Court of Common ss: ERIE COUNTY ) Pleas, in and for the County aforesaid, the same being a Court of record, having a seal, do certify that Paul C. Robins, Esq., whose name is subscribed to the certificate of proof or acknowledgment of the annexed instrument, was at the time of taking such proof or acknowledgment a Notary Public residing in Erie County, Pa duly author- ized to take acknowledgments of deeds, administer oaths, etc., in and for said County, duly • commissioned, sworn and qualified and to all whose acts as such full faith and credit are due and that the same is executed agreeably to the laws of Pennsylvania and further, that I am acquainted with the handwriting of said Paul C. Robins and verily believe that the signature thereto is genuine. IN TESTIMONY '=:HEREOF, I have hereunto s;t my hand and affixed the seal of the said Court, at Erie, this 25 day of Mch. A. D. I930. • (SEAL) James B. Yard ?rothonotary EDIXARD J. FLYNN, Secretary of State HAROLD J. FISHER, Cashier Lyman H. Hurd,General Auditor STATE OF NEW YORK John F. Cox Ass't Cashier DEPARTMENT OF STATE DIVISION OF FIIQANCE AND UDIT ALBANY, May 2, 1930 3eceived from Typhoon 11achine Corporation Ten Dollars in payment of tax under section 180 of hgin.imum the Tax Law as follows: 1/20 pf 1 per cent on 010,500. consisting of 105 shares par value 100 each, �10.00. Five cents per share on shares without par value General ...uditor By John F. Cox, l'Xsst Cashier Recorded May 51, 1930 at 12:15 o'clock P. 14. — ._0 Certificate of Incorporation : Certific�.te of Incorporation of C. B. Johnson & Co. Inc. of Pursuant to �rtiele Two of the Stock Corporation Law. C. B. Johnson & Co. Inc -------------------------------X STATE OF NE', YORK ) We, the undersigned, Florence COUNTY OF T OLIPKINS ) s s : CITY OF ITHnCA ) Brown, Robert C. Hubbard and Cliffo-rd B. Johnson, all being of full age, all of us being citizens of the United .7tates and residentsof the State of New York, desiring to form a corporation, prusuant to Article two of the stock corporation law, do hereby make, sign, acknowledge, certify and set forth as fol- lows: FIRST: That the name of the proposed corporation is C. B. Johnson & Co. Inc., SECOND: That the purpose or purposes for which it is to be formed are as follows, to wit: To engage in the purchase and sale of investment securities in all manner of form and classification; tO i� buy lease or otherwise acquire the good will, f ranchises,leases and property of any person, firm association or corporation, and to pay for the same in cash, property, the stocks or bonds of this company or otherwise; and to hold or in any manner dispose of the whole or any part of the property so acquired; to conduct, carry on, operate, manage, control improve and develop the whole or azy part of any business or property so acquired in the name of this corporation, provided that such business is one that may be carried on by a corporation or- ganized under the Laws of the State of New York relative to business corporations and to exercise all the powers necessary or convenient in and about the conduct and management of such business; to buy, sell hold, mortgage, pledge, assign, transfer and generally to invest, deal and trade in any personal property, of every glass and character, authorized under the provisions of the Laws of the State of New York, relative to business corporations; to buy sell deal in, lease, mortgage, hold and improve real estate and interests therein; to acquire any inventions, patents, processes and improvements, relating to any branch of its business; to apply for, obtain, register, purchase, lease, or other,,.ise acquire, and to hold, use, own, operate and introduce, and to sell, assign or otherwise dispose of any and all trade mark.: formulae, secret processes, trade names, patents, inventions, improvements and processes used in connection with or secured under Letter Patent of the United States, or elsewhere, or otherwise; and to use, exercise, develop, grant licenses in respect of, or otherwise to • U • ON to M to M • • 0 • account any such trade marks, patents, licenses, processes and the like or any such property or rights; provided, however, that the terms "Use" and "operate" shall not be deemed to in- clude any business except such as is permitted by the Laws of the State of New York relative to, business corporations. Said corporation may also purchase, ac�-,uire, hold and dispose of the stock, bonds and other evidences of indebtedness of any corporation, domestic or for- eign, and issue in exchange therefor, its stock, bonds or other obligations. THIRD: That the amount of capital stock of said corporation is Sixty Thousand (�,p60,000.00) Dollars. ,IFOURTH: That the ccipital stock of said corporation shall consist of three thousand (3,000) shares of the par value of twenty (4,20.00) Dollars each. FIFTH: That the location of the principal business office of the corporation is to be in the City of Ithaca, County of Tomp- kins and State of New York. SIXTH: That the duration of the corporation is to. be perpetual SEVENTH: That the number of its directors is to be five (5) EIGHTH: That the names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: NAME Joseph P. Morrison Robert C. Hubbard Florence Brown Agnes S. Johnson Clifford B. Johnson POST OFFICE ADDRESS 107 Llenroc Ct. Ithaca, N. Y. 205 Ithaca Road, Ithaca, N. Y. 113 DeWitt Place, Ithaca, N. Y. R.F.D. #1, Ithaca, New York R.F.D. #1, Ithaca, New York NINTH: That the names and postoffice addresses of the subscribers and the number of shares of the stock which each agrees to take in the corporation are as follows: NAME POST OFFICE ADDRESS NO. SHARES Joseph P. Morrison 107 Llenroc Ct. Ithaca, N. Y. 1 Robert C. Hubbard 2:05 Ithaca Road, Ithaca, N. Y. 5 :'lorence Brown 113 De7litt Pl. Ithaca, N. Y. 5 Agnes S. Johnson R.F.D. #1, Ithaca, New York 5 Clifford B. Johnson R.F.D. #1, Ithaca, New York 500 TENTH: That the v id corporation shall have the power to conduct its business, in all its branches, or any part thereof, in any and all of the States, Territories, Colonies and Depend- encies of the United States, in the District of Columbia and in any and all foreign or other- wise countries, and to have and maintain one or more office; therein, and to hold, purchase, mortgage and convey real and personal property, v;ithout limit as to amount, in any such State Territory, Colony, Dependency, District or foreign or other County, but always subject to the laws thereof. ELEVENTH: That all the directors named herein are citizens of the United States and resid nts of the State of New York. IN WITNESS NH13REOF, vie have made, signed sealed and executed this Certificute in triplicate, the llth day of April, 1930. STATE OF NEW YORK ) Florence Brown L. S. Robert C. Hubbard L. S. COUNTY OF TOMPKINS ) ss: Clifford B. Johnson L. S. Agnes S. Johnson L. S. CITY OF ITHACA ) Joseph P. Morrison L. S. On this 24th day of April, 1930, before me personally came Florence Brown, Robert C. Hub- bard, Clifford B. Johnson, Agnes S. Johnson and Joseph P. Morrison, to me personally known and known to me to le the persons described in and vho made. signed, sealed and executed the f oregoin,�z Certific,-,te of Incorporation and they severally acknowledged to me that they made, signed, sealed and executed the same for the uses and purposes therein mentioned. Faustine Van Buskirk, Notary Public Secretary of State HAROLD J. FISHER, Cashier EDWARD J. FLYNN, LYMAN H. HURD, Gener-1 Auditor JOHN F. COX, Ass't Cashier STATE OF NEW YORK DEPART14ENT OF STATE DIVISION OF FINANCE AND AUDIT Albany, April 26, 1930 Received from C. B. Johnson & Co., Inc. Thirty Dollars in payment of tax under section 180 of the Tax Law, as follows: 1/20 of 1 per cent on y�60,000.00 consisting of 3000 shares par value '20.00 each, $30.00. Five cents per share on ----- shares without par value n n • Recorded R2ay 5, 1930 at 12: 50 of clock P. Ia. By John F. Cox, Asst Cashier. 60 Certificate of Incorporation ; Certificate of Incorporation of Delta Sigma Phi Fraternity of : Theta Chapter, Inc., pursuant to the Membership Corporat- Delta Sigma Phi Fraternity, : ions Law. Theta Chapter, Inc. We, the undersigned, constituting a majority of a committee --------------------------------X duly appointed and authorized by Theta Chapter of Delta: Sigma Phi Fraternity, an unincorporated fraternity association, to incorporate said associat- ion, desiring to form a membership corporation, pursuant to Article II of the Membership Corp- orations Law, do hereby certify as follows:- FIRST: That the name of the proposed corporation is DELTA SIGbIA PHI FRaTERNITY, THETA CHAPTER, INC. SECOND: That the particular objects and purposes for which the corporation is to be formed are: (a) To bring together under a suitable association men who are attending or who have attended Cornell University or some other College or T,'niversi'�y or so called institution of higher education. (b) To promote the educational, social and general welfare of its members and to provide a home for them while in college. (c) To function as a local chapter of the Delta Sigma Phi Fraternity, Inc., a national college fraternity. THIRD: That the territory in which the operation of the corpor- ation will be particularly conducted is the City of Ithaca, Tompkins County, N. Y. FOURTH That the principal office of the corporation will be located in the City of Ithaca, County of Tompkins and State of New York. FIFTH: That the number of the directors shall be seven. SIXTH: That the names and places of residence of the persons to be its directors until its I 1!1first annual meeting are as follows: Nil,LE R�! 1ph ' t . Law Harrison B. Simpson William H. Searing John Alva Woerz Frederick 11. Hirsh, Jr. Dale R. Mitchell George iai. Schofield PL�1C OF RESIDENCE 1594 Hayes Ave., Jackson Heights, L. I. 60 8th Ave. Brooklyn, N. Y. 297 Liberty St. Newburgh, N. Y. 5 i;linton Rd., Glen Ridge, N. Y. 124 Catherine St., Ithaca, N. Y. 414 N. Tioga St., Ithaca, N. Y. 109 Sickles Ave., Nyack, N. Y. SEVENTH: That all of the undersigned are of full age and at least t,,,o-thirds are citizens of the United States, one of hom i.-: a resident of the State of New York, and that at least one of the persons above named :s directors is a citizen of the United states and a resident of the State of New York. ITT WITNESS :,'HEREOF, we have made, signed and acknowledged and sill c.use to be filed this certificate, in duplicate. Dated, this llth day of -:pril, 1930 Frederick R. Hirsch, Jr. John tilva Woerz ,-STATE OF NE4'i YORK ) Harrison B. Simpson ) ss: Kenneth V . Fuller COUNTY OF TOM?KINS ) Edgar J.-,.erlich On this llth d-,,.y of April, 1930, before me, the subscriber, personally appeared Frederick R. Hirsch, Jr., John ilva oerz, Harrison B. Simpson, Kenneth -d,. Fuller, Edgar J. ','i'erlich, to me personally knovin and known to me to be the same persons described in and who executed the above instrument, and they duly severcilly acknowledged to me that they executed the same. (SEAL) Charles Y. Beebe, Notary Public, Tompkins County, N. Y. CERTIFIC.LTE OF JUSTICE OF THE SUPREtviE COURT I hereby approve the foregoing Certificate of Incorporation and the fil{.ng thereof. ivay 3, 1930 STATE OF NEW YORK ss: COUNTY OF T OI TK INS E. ''1. Personius, J.S.C. Frederick R. Hirsh, Jr., Harrison B. Simpson, Kenneth ',+. Fuller, i being duly sworn, does each for himself depose and s y:- 1! That he is one of the subscribers of the foregoing and hereto annexed certific_ to of Incorpor- lation of Delta Sigma Phi Fr_nternity, Theta Chapter, Inc., and that a prior application has not bean made for the approval of the Certificate of Incorporation of said Delta Sigma Phi • • r1 U 0 f 61 C • • • • Fraternity, Theta Chapter, Inc. and that each of sLlid subscribers was of full age at the time of said Certificate was executed and further tht,t each for himself deposes and says that he is a natural born citizen of the United States and that he is a resident of the State of New York and has been for 24 years last past. That the purposes of Delta Sigma Phi Fraternity, Theta Chapter, Inc. are the same as those of the unincorporated association which was known as Theta Chapter of Delta Sigma Phi and which association is to be incorpor- .ated by the Certificate annexed hereto. That the subscribers of the Eoregoing Certificate constitute /a majority of the members of a corwnittee authorized to incorporate said Theta Chapter of Delta Sigma Phi, an unincorporated association, by vote as required by the organic law of said association. That such organic Law consists of the By -Laws of said association and that said association has no constitution. Subscribed and sworn to before me, Frederick R. Hirsch, Jr. this llth day of April, 1930 Harrison B. Simpson Kenneth VV. Fuller Charles 11. Beebe, Notary Public, (SEAL) Tompkins Co. N. Y. STATE OF NEW YORK ) Edgar J. 1,lerlich, being; duly sworn, deposes and says:- That he is ss: COUNTY OF TOTIPKINS ) one of the subscribers of the foregoing and hereto annexed Cer�1 ificate of Incorporation of Delta Sigma Phi Fraternity, Theta Chapter, Inc., and that a prior application has not been made for the approval of the Certificate of Incorporation of said Delta Sigma Phi Frl­.ternity, Theta Chapter, Inc., and that each of said subscribers was of full age at the time eaid Certificate was executed, and further that said deponent deposes born and says that he is a naturay citizen of the United States and that he is a resident of the State of Illinois and has been for 21 years last past. That the purposes of Delta Sigma Phi Fraternity, Theta Chapter, Inc. are the same as those of the uninoorporated association which was known as Theta Chapter of Delta Sigma Phi and -,hich association is to be incorporated by the Certificate annexed hereto. That the subscribers of the foregoing Certificate consit- tute a majority of the members of a committee authorized to incorporate said Theta Chapter of Delta Sigma Phi, an unicorporated association, by a vote as recuired by the organnc law of said association. That such organic law consists of the By -Laws of said association and that said association has no constitution. Edgar J. Werlich Subscribed and sworn to before me this llth day of April, 1930. STATL OF NEW YORK (SEf�L) Charles M. Beebe, Notary Public ) ss: John Alva ";oerz , being duly sworn, deposes and says:- That he is COUNTY OF TOTIIPKINS ) one of the subscribers of the foregoing end hereto annexed Ce rt- ificate of Incorporation of Delta Sigma Phi Fraternity, Theta Chapter, Inc., and that a prior application has not b en made for the approval of the certificate of Incorperation of said Dc;lta Sigma Phi Fraternity, Theta Chapter, Inc. and that each of said subscribers was of full age at the time said @ertific:--te was executed, and further that said deponent deposes and says that he is a natural born citizen of the United States and that he is a resident of the State of New Jersey amd has been for 20 years last past. That the purposes of Delta Sigma Phi Fraternity, Theta Chapter, Inc. are the same as those of the unincorporated association which was known as Theta Chapter of Delta Sigma Phi and which association is to be incorporated by the Certificate annexed hereto. That the subscriber of the foregoing Certificate constitute a majority of the members of a committee authorized to incorporate said Theta Chapter of Delta Sigma Phi, an unincorporated association, by a vote as required by the organic law of said association. That such organic law consists of the By -Laws of said association and that said association has no constitution. John !:lva oerz. Subscribed and sworn to before me this llth day of April, 1930 ( SEAL) Charles !1% Beebe, Notary Public v RESOLUTION FOR INCORPORATION OF THETA CHAPTER OF DELTA SIGWi PHI FRATERNITY STATE OF NEW YORK ) Ralph W. Law and Harrison B. Simpson, being duly severally sir } ss: COUNTY OF TOMPKINS ) each for himself deposes and says: That we are respectively t. President and Secretary of Theta Chapter of Delta Sigma Phi Fraternity. That said Theta Chapter of Delta Sigma Phi Fraternity is an unincorporated association. That said Presid, regularly called a meeting of the active chapter of said associati.-)n, to be held in the Chapter Hpuse at Ithaca, N. Y., on the llth day of April, 1930 at 8:00 o'clock P. IT. That at such meeting so called, the following preambles and resolutions were adopted by a vote of 21 ayes and no nays, and that 21 members of the active chapter of said association were present at said meeting, constituting a quorum sufficient for amending the By -lags of said association and that said vote was such a vote as is required to amend said By-laws of said association a;id that said By -Laws are the organic law of said association: "WHEREAS, Theta Chapter of Delta Sigma Phi Fraternity is an unincorporated association; and ','HEREAS, it is deemed advisable and for the best interests of said Theta Chapter of Delta Sigma Phi Fraternity that said assoc- iation be incorporated under the Membership Corporation Law of the State of New York, it is � hereby RESOLV 0, that a committee be, and the same hereby is appointed to incorporate Theta Chapter of Delta Sigma Phi Fraternity with the corporate name of DELTA SIGMA PHI FRATERNITY THETA CHAPTER, INC., for the same purposes as those of said unincorporated association, pur- suant to Section 10, Section 11, Subdivision 9, and Section 12 of the Membership Corporations Law, and said committee is hereby authorized and directed to execute and file all necessary papers and to do all other acts and things necessary to carry into effect said incorporation That said com�aittee shall consist of the following: NAME .ADDRESS Dale R. Mitchell 414 N. Tioga St., Ithaca, N. Y. Frederick R. Hirsh, Jr. 124 Catherine St. Ithaca, N. Y. Maynard F. Witherall Barke, N. Y. Harrison B. Simpson 60 6th Ave., Brooklyn, N. Y. Kenneth '�i. Fuller 24 Talcott Rd. Utica, N. Y. Edgar J. 7erlich 602 Forest Ave., River Forest, N. Y. John ..lva 'ooerz 5 Clinton Rd. Glen Ridge, N. Y And it is hereby further RESOLVED that upon the incorporation of DELTA SIGMA PHI FRATERNITY, THETA CHAPTER, INC. the then President and Secretary of Theta Chapter of Delta Sigma Phi and the first two directors named in the certificate of incorporation of DELT= SIGMA PHI FRATER- NITY, THETA CHAPTER, INC. be and the same hereby are authorized to sign and send to all mem- bers of the new corporation a notice of the first meeting of the corporation for the purposes of organization adoption of by-laws and such other matters as may properly come before such meeting. That each of us has access to the minutes of the meetings of said association and we have each of us compared the within copy of said preambles and resolutions with those en- tered in the minutes of said association for the meeting held on the llth day of 11pril, 1930 and that the within copy is a true copy thereof. Severally subscribed and sworn to before me, Ralph W. Law this llth dL,y of April, 1930. Harrison B. Simpson (SEAL,) Charles ^,:. 3eebe, Notary ?ublie Tompkins Co., N. Y. STATE OF NE', YORE DEPARTMENT OF STATE DIVISION OF CORPOR.�TIONS Edward J. Flynn, Secretary of State May 8, 1930 Messrs. Fuller, Brown & Hubbard, First National B-ink Bldg., Utica, N. Y. 1.LBxNY Frank S. Sharp Deputy Secretary Chief of Division Dear Sir: Certificate of Incorporation of DELTA SIGMA PHI FRATERNITY, THETA CHAPTER, Inc. has been received and filed to day as requested. Fees $30. paid W n U U E Yours truly Frank S. Sharp, Chief of Division. H Recorded May 12, 1930 at 2:50 O'clock P. 1A. 63 • • • • • ... �-.. ,_ . -- - .. ---- ._. _ / UAL 1C�A///� IiL.G'tSA• I. Certificate of Incorporation : We, the undersigned for the purpose of forming a of : a corporation pursuant to Article 7 of the Cooperative Batavia G.L.F. Service, Inc. Corporation Lae of the State of New York, do hereby Pursuant to Article 7 of the Co- operative Corporation Law of the make, sign, acknowledge and file this certificate for State of New York that purpose as follows: 1. That all the undersign- ------------------------------------ X ed persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corpor- ation is Batavia Cooperative G. L. Y. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing manufacturing, warehousing or merchandising processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and per- sonal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomtlishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as a rent, either alone or in association with other corporations, firms or individuals. 4. The amount of capital stock is �25,000. 5. The number of shares of which the eap;ital stock shall consist is 5000 shares of -aahich number of shares 4000 shares are to have a par value of 5 each to be known as six per cent non -cumulative preferred stock and 1000 shares of the par value of $5. each to be known as common stock. 6. The designation, privileges, preferences and voting powers and restrictions or qualiticat ions of the shares of each class are: The common capitol stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend -t the rate of six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the :winding up, dissol- ution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first :annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. Howard E. Babcock Itha a, N. Y. R.D. #5 E. Victor Underr,00d 141 Khaca Rd., Ithaca, N. Y. Verne .. Fogg 205 Vilest Buffalo St., Ithaca, N. Y. ..lice R. McAniff 514 Wyckoff Rd. Ithaca, N. Y. 10. rill of the above named directors are citizens of the t'nited States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of Ishares of stock which each agrees to take in the corporation are as follows: V. Fogg Seneca Bldg., Ithaca, N. Y. 1 share R. McAniff rr r' " tr 1 share Charlotte Davis rr r► n rr tt 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the aff-irs of the corporation. a. ,,To transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any director or directors of the corporation are or may have been personally interested in or concering the sane, and each director of the corporation is hereby relieved of and from any and all disabil- Ijity which otherwise might prevent him from contracting with the corporation for the benefit of 11himself, or any firm, association or corporation, in 1.,hich in anywise he may be interested. I�b. The Board of Directors, from time to time shall determine whether, to what extent, at Vihat 'times and places and under what conditions and regulations the accounts books and papers of the corporation, or any of them shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by la,ra, or authorized by the Board or the stock- holders. c. The Board of directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the Original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing . and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, o�,ning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporatio4 may pay not to exceed six per cent, dividends up)n its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduc- 11 tion of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall de- signate by classes of dealing, trading or representation, such persons, as shall be considered •. and taken into account for the purpose of such distribution, so that outside purchasers of goods or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it shall not be entered, considered or accounted for in the distribution of profits, earning or savings only and in so far as the directors may de- termine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN WITNESS WHEREOF, we have made signed, acknowledged and filed this certificate in duplicate, dated this 3rd day of March, 1930. V. A. Fogg STATE OF NEW YORK ) A. R. McAniff ) ss: COUNTY OF TOMPKINS ) Charlotte Davis On this 3rd d-y of March, 1930, before me the subscriber, personal�_y appeared V. A. Fogg, :�. R. r2cAniff and Charlotte Davis, to me known to be the same persons described in and who executed the foregoing ce rtif icy to of incorporation and they severally duly acknowledged to • me that they executed the same. Sherman Peer, Notary Public Recorded 1,1ay 12, 1930 at 3:: 0 o'clock P. 1,1. N. Certificate of Incorporation CERTIFICATE OF INCORPORTION of Rock Salt Holding Co., Inc., ,tio of the Stock Corporation Lair. of pursuant to Article t, ock Salt Holding Co. Inc. ,e, the undersigned, for the purpose of forming a corpora- -------------------------------X tion pursuant to Z,rticle two of the Stock Corporation Law f the State of New York, certify.;l.lhe name of the corporation shall be Rock Salt Holding I acquire b subscription, o..Inc. 2. The purposes for which It is to be formed are: �o _ y p , purchase or otherrdise, to hold for investment or for re -sale; to sell, pledge, hypothecate and in all gays deal with: stocks, scrip, bonds, consols, debentures,mortgages, notes, trust re- 0 Rik 615 • • • • • ceipts, certificates of indebtedness, interin receipts and other obligations and securities of corporations, private, public, quasi -public or municipal, foreign or domestic. To collect II !1 the interest -_nd dividends on its holdings and the principal thereof when due. To do all things suit_tble and proper for the protection, conservation or enhancement of the value of stocks, securities, evidence of indebtedness or other properties held by it including the exercise of the ri,cht to vote thereon. To bid upon and purchase at foreclosure or other sales whether public or private, real property and rights or interests therein of all kinds. This corpor-tion ipay pursuant to Section 18 of the S t ck Corporation Law, purchase, acquire, hold and dispose of the stocks, bonds and other evidences of indebtedness of any corporation, domestic or foreign, and issue in exchange therefor its stock, bonds or other obligations. To acc,uire, by purchase or otherwise, hold, sell or otherwise dispose of, pledge, hypothecate and deal in and with, as principal, agent or broker, and on commission or otherwise, stocks, bonds notes, mortgages, trust receipts, interim receipts, consols, warehouse receipts, cert- ificates of ownership, investment securities and cooses in action generally, excepting bills of exchange and in the course of its business to make advances on behalf of, and lend money to its patrons and otherwise. To ac�_,uire by purchase, lease or otherwise, improve and de- velop real property. To erect dwellings, apartment houses and other buildings, private or public, of all kinds, and to sell or rent the same. To lay out, grade, pave and dedicate roads, streets, avenues, highways, alleys, courts, pAths, walks, parks and playgrounds. To buy, sell, mortgage, exchange, lease, let hold for investment or othe2-wise, use and operate real estate of all kinds, improved or unimproved, and any right or interest therein. 3. The total number of shares that may be issued is ten thousand (10,000), all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of of the aggregate par vaule oi' all issued shares having par value, plus five Dollars (x5.00) in respect to every issued share without par value, plus such amounts as from time to time by resolution of the Board of Directors, may be transferred thereto. 4. The shares shall all be cor .,taon shares. 5. The offices of the corporation shall be located in the City of Ithaca,County of Tompkins, New York. 6. The duration of the corporation shall be perpetual 7. The number of directors shall be five (5) 8. The names and the post office addresses of the directors until the first annual meeting of the stockholders are: Names Frank L. Bolton Lucie G. Bolton Joseph T. Castles William J. 71ellar Harold F,. Simpson, Post Office Address Cayuga Heights Road, Ithaca, N. Y. Cayuga Heights Road, Ithaca, N. Y. 65 Leslie rive . , Newark, N. J. 16 Court St., Brooklyn, N. Y. 112 Terrace Place, Ithaca, N. Y. 9. The name and post office address of each subscriber of this certificate of incorporation and a statement of the number of shares which each agrees to take in the corporation -are as follows: Name Post Office Address No. of Shares Frank L. Bolton Cayuga Heights Rd. Ithaca, N. Y. 99998 Lucie G. Bolton Cayuga Heights Rd. Ithaca, N. Y. 1 Harold E. Simpson 112 Terrace P1. Ithaca, N. Y. 1 10. All of the subscriber of this certificate are of full age, at least two-thirds of them are citizens of the United States, ut least one of them is a resi, ent of the State of New York and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York. 11. The board of directors may, from time to time, set aside surplus profits and apply the same to tYe purchase of the shares of this corporation at not more than their actual value in the market. The shares so purchased may be deposited in discretion the treasury nd resold from time to time in the board of directors 1,%1en money is needed F� 6 for the business of the corporation. 12. The corporation may conduct and carry on its busi- ness, or any branch thereof, in any state or territory of the United States, or in any foreign country, in conformity with the lays of said state, territory or foreign country, and to have and maintain in any said state, territory or foreign country, a business office, plant or store 13. The corporation may purchase, lease, or otherwise acquire, and may sell, mortgage or lease real property, whether improved or unimproved, or any interest therein, and to any amount, in • the State of New York, or in any state or territory of the United States, or foreign country. 14. The corporation may acquire stock in trade, good will, franchises and property of any person, copartnership or corporation engaged in business of the same general nature as that for which this corporation is formed, and pay for the same in the stock or bonds of this corpor- ation if deemed advisable. IN WITNESS 71HEREOF, we have made and subscribed this certificate, • in triplicate, this 13th day of May, 1930. Lucie G. Bolton Frank L. Bolton Harold E. Simpson STi%TE OF NE;'rYORK ) COUNTY OF TO1dPKINS ) ss: On this 13th day of May, 1930, before me, personally came Frank L. Bolton and Lucie G. Bolton and Harold E. Simpson, to me known to be the persons described in and who executed the foregoing Certificate of Incorporation, and they thereupon severally duly acknowledged to me that they executed the same. Howard Cobb, Notary Public E')W sRD J. FLYPTN, SECRETARY OF ST-ATE i,h`OLD J. FISHER, CASHIER LYMAN H. HURD, GENERAL AUDITOR STATE OF NX;i YORK JOHN F. COX, ASS'T CASHIER DEPARTIrIENT" OF S.i'ATE Albany, May 16, 1930 DIIVISION Oj ii Iiu (; E A A Received from Dock Salt Holding Uo. Inc. Five Hundred Dollars, in payment of �$��u4ir ���tTion 1_80 of the Tax Law as foll ws: 1/20 of 1 ;per cent on consisting of ---- shares par Value --- each Five cents per share on 10,000.shares without par value $500.00 By John F. Cox, Asst. Cashier Filed and entered May 17, 1930 at 9:20 otclock A. P!i. :CLERK Certificate of Change of Location : The Vestal Lighting Company_ of ; Certificate of Change of Location of Office of Office of the Vestal Lighting Company ; the Vestal Lighting Company pursuant to Section Pursuant to Section Thirty-five of • the Stock Corporation Law. Thirty-five of the Stock Corporation Law. ----------------------- ----------------- X The undersigned, constituting the holders of record of all of the outstanding shares of The Vestal Lighting Company entitled to vote on a change in the location of its office, pursuant to Section Thirty-five of the Stock Corporation, do hereby certify and State; 1. The name of the corporation is THE VESTAL LIGHTING CO1,TANY 2. The certificate of incorporation of said corporation was filed in the office of the Secre- tary of State on November 25th, 1908. 3. The village and the county in which its office is located are the village of Vestal and the county of Broome and the city and the county to which its office is to be removed are the city of Ithaca and the county of Tompkins. IN '�dITNESS (HEREOF, the undersigned have made, subscribed and acknowledged this certificate this 7t11 day of February, 1930 Name of Stockholder Number of Shares Common Daly & Co. By J. 11. Daly 245 E. B. Naylon 1 • E. T. Edwards 1 H. C. Fleck 1 C. A. Dougherty 1 J. F. 11cKenna 1 STATE OF ITEW YORK ) On this 7th day of February, 1930, before me personally • ss: COUNTY OF NEi YORK ) came J. M. Daly, a member of the firm of Daly & Co., E. B. Naylon, E. T. Edmonds, H. C. Fleck, C. L. Dougherty and J. F. McKenna to me known to be the persons described in and who executed the foregoing Certificate and they thereupon duly acknowledged to me that they executed the same. Joseph A. Shields, Notary Public queens County Clerk's No. 2733, Register's STATE OF NEWYORK ) No. 2B55, N. Y. County Clerk's No. 1800, Register's No. ) ss: 0-1218. Commission Expires Ilarch 30, 1930 COUNTY OF NEW YORK ) J. F. McKenna being duly sworn, deposes and says that he is the Secretary of the Vestal T in in State of New York ^� lighting Company, th,::t he resides in Staten Island, City of Near York;/and that the persons who executed the foregoing certif ic:::te, constitute the holders of record of all of the out- standing shares of The Vestal Lighting Company entitled to vote thereon. Subscri�ed and sworn to before J. F. McKenna. me this 7th day of February, 1930 Joseph A. Shields, Notary Public queens County Clerk's No. 2738, Register's No. 2855 • 1. Y. County Clerk's No. 1800, Register's No. 0-1218 Commission Expires Larch 30, 1930 STATE OF NEW YORK 988 ss: I, Certify That I have compared the preceding with the original DEPART1,1E1T OF STATE ) Certif ic�te of Change of Location of THE VESTAL LIGHTING COT.,TANY, filed in this department on the 20th day of February, 1930 and that such copy is a correct • transcript therefrom and of the whole of such original. WITNESS MY hand and the official seal of the Department of State at the City of Albany, this twentieth day of February, one Thousand nine hundred and thirty. (SLAL) Frank S. Sharp, Deputy Secretary of State (ENDORSED) THE VESTAL LIGHTING CO1,1eANY. CERTIFICA TE OF CIL NGE OF LOCATION OF OFFICE. Broome County, ss: Recorded on the 6th day of March 1930 at 9 o'clock A, 1.4. in Liber 12 of Inc. Soc. at page 576 and examined. Jas. Macindoe, Clerk. 'Filed, Broome County Clerk's Office, Liar. 6, 1930, J. T. Taaffe, Albany, N. Y. ;STATE OF NEW YORK DEPARTI,1ENT OF STATE FILED Feb. 20, 1930 TAX None FILING FEE $20 Edward J. Flynn, Secretary of State By John '.Cox, nsst. Cashier Filed and entered May 17, 1930 at 11 .. M. - Certificate of Incorporation CERTIFICATE OF INCORPORy�ION of Alumni Association of of Delta .-,lpha of Bets; Psi, Inc. Pursuant to Article Alumni _Lssoeiation of Delta Alpha II of Membership Corporations Law. • of Beta 2si, Inc. . 17e, the undersigned, for the purpose of forming a -------------------------------------X membership corporation, pursuant to Article II of the 1:11embership Corporations La-,i, _JO HEREBY CEiITIFY: FIRST: The name of the proposed corpor- ation is Alumni Association of Delta Alpha of Beta Psi, Inc. SECOI\TD: The purpose or purposes for which the corporation is to be formed are to promote social intercourse, provide facilities for recreation and to foster study and learning among its members, and to purchase and accuire or lease suitable property or equipment for the attainment and furtherance of the above named purposes. THIRD: The territory in which its operations are principally to be conducted is in the State of New York. FOURTH: The principal office of the corporation is to be located in the City of Ithaca, County of Tompkins and State of New York. FIFTH: The number of its dir- ectors shall be three (3) SIXTH: The names and places of residence of its directors until its first annual meeting are, as follows: NAME STREET C ITY • J. C. !vlacarow 3 L7 E. Ferry Street Buffalo, New York Norman E. Sanders - - - - - - - - - East Amherst, N. Y. Herbert F. Lindal 1995 Bailey revenue Buffalo, New York SEV'&, TH: All of the subscriber of this Certi= icate are of full age, at least two-thirds of them are citizens of the United States and at least one of them is a resident of the State of • New York, and at least one of the )ersons named as a director is a citizen of the United States and a resident of the Sta to of New York. IN ."IITNESDS 1HEREOF', we have made and subscribed this Certific-ate of Incorporation, this 19 day of April, 1930 J. C. ITacarow Norman E. Sanders Earl Faber Herbert F. Lindal K. Carl 1 alz 67 6IS STATE OF NEW YORK ) On this 19 day of April, 1930, before me the subscribers person - COUNTY OF ERIE ) ss: CITY OF BUFFALO ) ally appeared, Earl Faber, Herbert F. Lindal, and J. C. 11acarow, to me known and known to me to be the same persons mentioned and who executed the foregoing cert- ificate and they severally acknowledged to me that they executed the same for the uses and pur- poses therein set forth. (SEAL) Lewis F. Lindal, Notary Public, Erie County, N. Y. State of Florida ) On this 23rd day of April, 1930, before me the subscriber person - COUNTY OF ESCAP:IBIA ) ss: • CITY OF iE'NSACOLA } ally appeared Norman E. Sanders, to me known and known to me to be the same person mentioned in and who executed the foregoing certificate and he duly acknowledg- ed to me that he executed the same for the uses and purposes therein set forth. STATE OF PENNSYLVAINA ) (SEAL) Artie Lee Tidwell, r1. P. Com. Exp. 1/17.34 COUNTY OF CENTER ) s s : On this 1st day of May, 1930, before me the subscriber person- ally appeared, K. Carl Vualz, to me known and known to me to be the same person mentioned in and who executed the foregoing certificate and he duly acknowledged to me that he executed the same for the uses and purposes therein set forte. D. E.. t-ientzel, Justi^e of the Peace, (SE.LL) State College P$ , My Commission Expires Jan. 6, STATE OF FLORIDA ) 1936 ) ss: I, Langley Bell, Clerk of the Circuit Court, the same being a Court ESC.U,1BIA COUNTY ) of Record in and for said County, do hereby certify that Artie Lee Tidwell, before whom the foregoing acknowledgment was taken and who subscribed her name to the certif ic: to of the proof of acknowledgment of the annexed instrument was at the time of taking such proof or acknowledgment a Notary Public in and for the said County and residing therein duly commissioned and sworn and authorized by the laws of the State to take and certify affid- avits and the acknowledgment and proofs of deeds and other written instruments to be recorded in said State; further that I am well acquainted with the handwriting of such Notary Public and verily believe the signature to the said certificate of proof is genuine. IN WITNESS V=RE- OF, I have hereunto set my hand and eal of said Court, this 23rd day of April, A. D., 1930. f SEAL) Langley Bell, Clerk Circuit Court I HEREBY 23.22ROVE of the foregoing Certificate, executed pursuant to the Membership Corporation 40j Law and of the filing thereof. Dated, Buffalo, New York, May 15th, 1930 Samuel J. Harris, Justice of the Supreme Court STATE OF NEW YORK ) COUNTY OF ERIE ) ss: Earl Faber, Herbert 2. Lindal and J. C. Maearow, being each duly CITY OF BUFFALO ) sworn, deposes and says that deponents are three of the subscribers of the Certificate of Incorporation of 1ilumni Association of Delta Alpha of Beta Psi, Inc. and that prior application has not been made for the approval of this Certificate of Incorp- oration of said alumni association of Delta Alpha of Beta Psi, Inc. and that each of said subscribers was of full age at the time said certificate was executed and each of said sub- scribers further deposes and says that he is a natural born citizen of the United States and a resident of the State of New York and that he is and has been a resident of the State of New York for five years last part Earl Faber Herbert F. Lindal Sworn to before me this 19 day of hpril, 1930. J. C. 1dacarow (SEAL) Lewis F. Lindal, Notary Public • Erie County, N. Y. STATE OF FLORIDA ) Norman E. Sanders, being duly sworn, deposes and s>.,ys that he is COUNTY OF ESC-JV1BIA ) ss: CITY OF PENSACOLA ) one of the subscribers of the certificate of Incorporation of the said Alumni Association of Delta Alpha of Beta Psi, Inc. and that prior application has not been made for the approval of the Certificate of Incorporation of .,aid iilumni Association of • Delta Alpha of Beta Psi, Inc. and that deponent was of full age at the time he executed said Certific_te and a natural born citizen of the United States and is now and has been a resident of the State New York for rive years last past. Sworn to before me this 23rd day of April, 1930 irtie Lee Tidwell, N.P. Com Exp. 1/17/34 Norman E. Sanders T if) M ,f) .ry STATE OF FLORID,, ) CERTIFICATE OF NOTARY ESCAMBI.. COUNTY ) ss: I, Langley Bell, Clerk of the Circuit Court the same being a Court of Record in and for said County do hereby certify that Artie Lee Tidwell before whom the foregoing acknowledgment was taken and who subscribed her name to the certificate of the proof of acknowledgment of the annexed instrument was at the of ;e of taking such proof or acknowledgment a Notary Public in and for the said County and residing therein duly commis- sioned and sworn and authorized by the laws of the State to take and certify affidavits and the acknowledgment and proof of deeds and other written ir:struments to be recorded in said State; further that I am well acquainted with the handwriting of such Notary Public and ver- ily believe the signature to the said certificate of proof is genuine. In ;fitness Mhereof • I have hereunto set my hand and seal of said Court, this 23rd day of April, A. D. 1930. STATE OF PENNSYLVANIA ) (SEAL) Langley Bell,Clerk Circuit Court. ) ss: COUNTY OF CENTER ) K. Carl Walz, being duly sworn, deposes and says that he is one of the subscribers of the Certificate of Incorporation of Alumni Association of Delta Alpha of Beta Psi, Inc., and that a prior application has not been made for the approval of the Certificate of Incorporation of the said Alumni Association of Delta Alpha of Beta Psi, Inc. and that deponent waU of full age at the time said certificate was executed and that de- ponent is a natural born citizen of the United States. Sworn to before me this K. Carl Walz lst day of 1,7ay, 1930 D. E. Wenzel, Justice of the Peace, (SEAL) State College, Pa. 11y Commission expires Jan 6, 1936 STATE OF PENNSYLVaNIA Acknowledgment (Justice) I, S. Claude Herr, Clerk of the Court of quarter Sessions of the COUNTY OF CENTRE, ss: peace of said County of Centre, which is a Court of Record, having a coirunon seal, being the officer authorized by the laws of the State of Pennsylvania to make • the f olloi i ng certificate, DO CERTIFY, That D. E. '.dentzel, Esquire whose name is subscribed to the certificate of the acknowledgment of the annexed Instrument and thereon written, was at the time of such acknowledgment a Justice of the Peace for the Commonwealth of Pennsyl- vania, residing in the county aforesaid, duly commissioned and ,ualified to administer oaths and affirmation and to take acknowledgments and Proofs of Deeds and Conveyances for lands, tenements and hereditaments in said State of Pennsylvania and to all whose acts, as such full faith and credit are and ought to be given, as well in Courts of Judicature as elsewhere, and ii that I am well acquainted with the handwriting of the said Justice of the Peace and verily believe the signature thereto is genuine, and I further certify that the said instrument is executed and acknowledged in conformity with the Laws of the State of Pennsylvania. IN TEST- IMONY VHER-OF, I have hereunto set my hand and affixed the seal of said Court, this second day of Mlay, in the year of our Lord one thousand nine hundred and thirty. STATE OF NEW YORK (SEAL) S. Claude Herr, Clerk. DEPARTT411ENT OF STATE DIVISION OF CORPORATIONS .�LB!,NY EDWARD J. FLYNN, Secretary of State YRiLNK S. SHARP, Deputy Secretary I:1ay 16, 1930 Chief of Division. Lewis F . Lindal, Esq. , Erie County Savings Bank Bldg., Buffalo, N. Y. Dear Sir: Certificate of Incorporation of alumni Association of Delta Alpha of Beta Psi, Inc. has been received and filed to day as requested. • Fees !�30 paid Yours truly, Frank S. Sharp, Chief of Division tiled and entered May 19, 1930 at 10: 25 o'clock A. 11. 69 3 Certificate of Incorporation CERTIFIC_iTE OF INCORPORATION OF T,,1ARKSONS-ITII«Cti, INC. of ; Certificate of Incorporation of MARKSONS-ITHACA,Inc. pur- Marksons-Ithaca, Inc. suant to Article Two of the Stock Corporation Law. -------------------------------X We, the undersigned, for the purpose of forming a corpor- ation pursuant to Article Two of the Stock Corporation Law of the State of New York, certify: I. The name of the corporation shall be MA.RKSONS-ITHACA, INC. II. The purposes for which it is to be formed are as follows: To design, manufacture, assemble, buy and sell furniture and furnishings of all kinds, whether of metal, wood or other substances, for use in dwell- ings, offices, public buildings, conveyances or elsewhere. To upholster, repair or refinish furniture. To manufacture or otherwise produce, purchase or otherwise acquire, sell, let and deal in goods, wares and merchandise, and personal property of any and every class, kind and and description, which a corporation of this kind may lawfully acquire, hold, dispose of/deal in. To furnish the services of designers, costumers, caterers, demonstrators, hairdressers, bar- bers, manicurists, and to sup,)ly such other personal services and attendance as may be lawful for a corporation of this kind. To do all of the things and carry on all of the several lines of business and operations commonly conducted by department stores. To engage in the business of manufacturing, buying, selling, exporting and importing cotton cloth woolen cloth, linen cloths, wearing apparel and other and other/things made from said cloths and generally to conduct a dry goods store; to buy, sell, import and export and generally deal in all other articles of merchandise commonly dealt in by those conducting a dry goods or department store. To acquire by purchase or otherwise necessary real estate, store or stores, plant or plants to properly conduct the business. To buy, sell and generally deal in hausehold goods and house furnishings, furniture, carpets, rugs, beds, bedding, bl_.nkets, quilts, stoves, lamps, electric lamps and fixtures, curtains, draperies, portierres, kitchen utensials and every other thing that is or may be used in furnishing a house. To acquire by purchase or otherwise, real estate and plant or plant,, i necessary to conduct such business. To design,create, maunfacture, purchase, repair, restore, reconstruct, exhibit, sell and generally deal in, as principal or agent, on corn -mission or otherwise, pictures, ornaments, statutes, carvings, china, pottery, glassware, jewelry, articles made from precious and other metals, tapestries, rugs, furniture, antiques, orks of art of every class, kind and description and copies or reproductions thereof. To do interior decor- ating, to supply, advise, plans and materials forthe decoration and furnishings of houses, rooms and public apartments and priv_to/buildings of all kinds, and to supply the services of experts in and about the same. To manufacture, buy sell and deal in art materials and artists and cabinet- maker's supplies of all kinds. To manufacture, buy, sell, import and export duck, canvas and other cloth from which awnings are made. To design, manufacture, buy, sell, import and export awning for windows, porches, sidewalks and other purposes, to erect and install the same, to manufac'Llure awning irons, _Ind other equipment for holding the awnings. To acquire all real property and equipment necessary to conduct the business. To conduct the business of cabinet workers, ;general woodworkers and finishers..To repair, )verhaul acid refinish furniture and woodwork of all kinds commonly done by cabinet workers. To manufacture and make to order chairs, tables, stands dressers, shop°) -cases, filing -cases, desks and other articles of f,�.rniture and r,enerally do all and everything as those engaged in this line of business ordinarily do. To acquire all real property and equipment necessary to conduct the business. To design, . manufacture, repair, clean, import, purchase, sell and deal in, as principal or agent, carpets carpet lining, rugs, ^,atting, oilcloths, linoleums, and all kinds of floor coverings, wall hangings, draperies, tapestries, curtains, goods and materials for interior furnishings and decorating and all things incidental or accesscry Hereto. To design, manufacture, purchase or other,cise acquire, repair, engrave, cut, stamp, set and generally ,ork with and upon and to sell, let and deal in jewelery, gems, precious and semi-precious stones; cameos; gold, M silver, platinum and other wares, plate, utensils, ornaments and articles; time pieces; pocket bo !Vzs, hand bags, and leather novelties of all kinds; umbrellas, parasols, canes; per:;onal furnishings and travelers' supplies and equipment; china, glass and porcelain wares; novelties of all kinds; optical goods and supplies and generally to do all things and to car y on all lines of trade common to the jewelery business, wholesale, retail or manufacturing. To do all of the foregoing as principal or agent, on commission or otherwise. To design, patent manufacture, buy sell, import and export and generally deal in phonographs, talking mach- ines, dictating and transcribing machines and all other devices for the recording of sound -to manufacture and deal in records for any and all of the above; to manufacture and deal in blank records for any or all of the above. To acquire the necessary real estate and plant or plants to carry out the above objects. TO acquire by purchase, lease or otherwise, im- prove and develop real property. To erect dwelling, apartment houses and other buildings, private or public, of all kinds, and to sell or rent the same. To lay out, grade, pave and dedicate roads, streets, avenues, highways, alleys, courts, paths, walks, parks and play- - grounds, To buy, sell, mortage, exchange, lease,let,hold for investment or otherwise, use and operate, real estate of all kinds, improved or unimproved, and any right or interest therein. III. The amount of the capital stock shall be `IYienty-five Thousand Dollars (�:25,000.00) to consist of 250 .,hares of the par value of $100.00 each IV. The stock shall be all common Stock. V. The office of the corporation shall be located in the City of Syracuse, County of Onondaga, New York. VI. The duration of the corporation shall be perpetual. VII. The number of directors shall be four (4). VIII. The names and post office addresses of the directors until the first auunal meeting of the stockholders are: Names Asher S. Markson N. Wesle7,r Markson Philip Besdin Isaac 7;1arkson Post Office addresses 119 Crawford Ave., Syracuse, N. Y. 306 Scottholm Blvd., Syracuse, N. Y. 326 Genesee Park Dr. Syracuse , N. Y. 102 Scott Ave. Syracuse, N. Y. IX. The name and post office address of each subscri'Jer of this certificate of incorporation and a statement of the number of shares which each agrees to take in the corporation are as follows: NAME POST OFFICE ADDRESS N !BER OF SHARES Asher S. l,1arkson 119 Crawford Ave., Syracuse N. Y. 1 N. Wesley Mlarkson 306 Scottholm Blvd. " " 1 Philip Besdin 326 Genesee Park Dr. it " 1 Isaac 11arkson 102 Scott Ave., it X. All of the subscribers of this certificate are of full age, at least two-thirds of them are citizens of the United States, and at least one of the persons named as a director is a citizen of tie United States and a resident of the State of New York. XI. The meetings of the Board of Directors shall be held only within the State of New York. IN "IITHESS .';HERE- OF, we have made and subscribed this certificate in triplicate, this 30th day of April, 1930. Asher S. Markson L. S. STATE OF NEW YORK ) Philip Besdin L. S. COUNTY OF ONONDAGA ) ss: Isaac %._arkson L. S. CITY OF SYRACUSE ) N. Wesley Markson L. S. On this 30th day of April, 1930, before me, the subscribers,Asher S. Markson, Philip Besdin Isaac and N. Wesley 11arkson, personally appeared, to me personally known and knoiin to me to be the same persons described in and who execu�ed the within InstrumenV,and they severally duly acknowledged to me that they executed the same. STATE OF NE1I1 YORK ) Lionel 0. Com of Deeds Syracuse, Grossman, > Y , N. Y. ) ss: COUiiTY OF ONONDAGA ) I, Smith T. Fowler, Clerk of the County of Onondaga, and of the Supreme and County Courts therein, the same being Courts of Record, do hereby certify, that Lionel 0. Grossman whose name is subscribed to the Certificate of the proof of acknowledgment of the annexed instrument and theiern written, was at the time of taking such proof or acknow- ledgment, a C01,21ISSIONER OF DEEDS in and for the City of Syracuse, in said County, dwelling 72 in the said City, commissioned and sworn and duly authorizes, to take the same. L'nd further that I am well acquainted with the handwriting of such Commissioner, and verily believe that the signature to the _-Lid certificate of proof or acknowledgment is genuine. IN TESTIMONY 71HER EOF, I have hereunto set my hand and affixed the seal of the said Courts and County, the 12 day of May, 1930 (SZAL) Smith T. Fowler, Clerk EDW.d RD J. FLYNN, Secretary of State HAROLD J. FISHER, Cashier Lyman H. Hurd, General Auditor John F. Cox, Ass't Cashier STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF FINANCE AND AUDIT Albany, May 69 1930 Received frou:MARKS ONS-ITHACA, Inc. Twelve & 50/100 Dollars in payment of tax under section 180 of the Tax Law as follows: 1/20 of 1 per cent on w25,000.00 consisting of 250 shares par value $100. each �12.50. Five cents per share on ------- shares without par value $-- General Auditor, By John F. Cox, Asst. Cashier Filed and entered May 19, 1930 at 10:35 o'clock A, M. Certificate of Change of Name : CERTIFIC:`.TE OF CHANGE OF NAME OF "THE INLET MISSION" to of "BEEBE C011AiUNITY CHAPEL" Pursuant to Section Forty of "The Inlet Mission" to "Beebe the General Corporation Law. Community Chapel" pursuant to Section Forty of the General ''.`re, the undersigned, being the President and Secretary, Corporation Law. respectively, of the corporation above named, desiring to change the name of the said corporation as above set � forth, do hereby certify as follows: 1. The name of the corporation is "The Inlet Mission" 2. The Certificate of Incorporation of said corporation was filed in the office of the Clerk and in the Department of State at 1.lbany, N. Y. on the 15th day of December, 1882. of Tompkins County on the llth day of December, 1882./ 3. The new name to be assumed is "Beebe Community Chapel." IN WITNESS 'aHEREOF, vie have hereunto subscribed our names and affix- ed oUr seals this 22nd day of May, 1930. John L. Stone, President. STATE OF NEW YORK ) W. H. Crowell, Secretary ) ss: COUNTY OF TOMPKINS ) On this 22nd day of May, 1930, before me, the subscriber, person - appeared John L.Stone and vd.H. Crowell the President and Secretary of the inlet Misson to me person- ally/known and known to me to be the same persons described in and 'Vrho executed the within ally instrument, and they duly acknowledged to me that they executed the same as such President and Secretary. C. H. Newman, Notary Public STATE OF NE',:, YORK ) John L. Stone and W. H. Crowell, being duly sworn, does each for ss: COUNTY OF TOMPKINS ) himself depose and say that they reside in the City of Ithaca, County of Tompkins and State of New York; that they are, respectively, the President and the Secretary of the corporation mentioned and described in the foregoing Certificate of Change of dame; that the said corporation is a religious corporation other than an incorporated Roman Catholic or an incorporated Greek Church, and that they have been duly authorized to execute and file such certificate by a majority of the members present in person at a speciali meeting of paid corporation held at Ithaca, New York, on the 22nd day May, 1930, and that the notice of such special meeting contained a resolution authorizing such change of name. Sworn to before me this 22nd day of 1Iay, 1930. C. H. Newman, Notary Public STATE OF NEW YORK DEPARTMENT OF STATE PWARD J. FLYNN. Secretary of State May 26, 1930 John L. Stone, President. W. H. Crowell, Secretary DIVISION OF CORPORATIONS ,iLBANY FRANK S. SHARP, Deputy Secretary, Chief of Division Messrs. Newman & Newman, 308 Savings Bank Bldg. Ithaca, N. Y. Dear Sirs: Certif icute of change of name of THE INLET MISSION to BEEBE COI;=TITY CH.LPEL has been received and filed today as requested. Fees $20. paid Yours truly, Frenk S. Sharp, Chief of Di Filed and entered May 29, 1930 at 10:47 A. M. W_�2L�� G CN to M G (� Certificate of Incorporation 1,1e, the undersigned for the purpose of forming a corpor- of ation pursuant to Article 7 of the Cooperative Corporat- Albion Cooperative G. L. F. ion Law of the State of New York, do hereby make, sign, Service, Inc., Pursuant to Article 7 of the Co-operative ; acknowled,7e and file this certificate for that purpose Corporation Law of the State of New York as follows: 1. That all the undersigned persons are of • --------------------------------X lull age; all citizens of the United States and all are residents of the State of New York. 2. The na4ie of the proposed Corporation is ALBION CO- OPERATIVE G. L. F. SERVICE, Inc. 3. The purposes for ..hich it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative • Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do cll and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinabove set forth individually or as agent, either alone on in association with other corporations, firms or individuals. 4. The amount of capital stock is -125,000. 5. The number of shares of which the capital stock shall consist is 500 shares of which num- ber of shares 4000 shares are to have a per value of $5. each to be known as six per cent non -cumulative preferred stock; �_:nd 1000 shares of the par value of N5 each to be known as common stock. 6. rile designations, privileges, preferences, and voting powers and restrict - Lions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall near and receive a preferred dividend at the rate of six • percent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or or other termination of the business of the corporation, the preferred capital stock shall be plid satisfied and discharged in full from and out of the profits and assets of the corporate busi- ness before any sums ;hatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for the payment of dividends upon all pre- ferred stock of -the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stock- holders are as follows: Harry Bull Campbell Hall, N. Y. Howard E. Babcock Ithaca, N. Y. R. D. #5 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Verne A. Fogg 205 West Buffalo St., Ithaca, N. Y. • ;lice 1% T;Icllniff 514 Wyckoff Rd. Ithaca, N. Y. 1O.L.11 of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not �Je required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which aach agrees to take in the corporation are as follows: • V. A. Fogg 13eneca Bldg., Ithaca, N. Y. 1 share A. R. T:IcAniff 11 it 11 1 share Charlotte Davis ty if it 1 share The following provisions are adopted for the regulation of the business and conduct of li12. the affairs of the corporation. o P a. N transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any direc- tor or directors of the corporation are or may have been personally interested in or concern- 73 ing the same, and each director of the corporation is hereby relieved of and from any and disability which oth erwise might prevent him f rom contracting with the corpo ration f or the benefit of himself or any firm, association or corporation, in which in anywise he may be interested. b. The Board of directors, from time to time, shall determine whether, to what � extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them, shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by lair, or authorized by the Board or the stockholders. C. The Board of directors may from time to time, sell any or all whether the samb be any of the original authorized capital of the unissued capital stock of the corporation✓` or of any increase the reof , without first of- fering the :Jame to the stockholders then exisking, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Cooperative corporation Law. d. The corporation may pay not to exceed six per cent, I dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness,' and its earnings and :savings, after deduction of reserve and other funds and amount required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and ecuitably among the persons for which it does business, on the basis of the amount of sales,purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Dir- ectors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall desiYnate by classes of dealing, trading or representation, such persons, as shall be considered and taken into account for the iurpose of such distrib- ution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sale of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or acoo,unted for in the distribution of profits, earning or savings only and in so far as the directors may determine to be for the advantage and best interestsof the corporation and the persons for which it dogs business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 29th day of May, 1930. STATE OF NEW YORK ) ) ss: COUNTY OF TOMPKINS ) V. A. Fogg A. R. McAniff Charoltte Davis On this 29th day of May, 1930, before me the subscriber personally appeared V. A. Fogg A. R. McAniff and Charlotte Davis to me knovm to be the same persons described in and who ex- ecuted the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public Filed and entered June 11, 1930 at 3:20 P. T.T. Certificate of Incorporation We, the undersigned for the purpose of forming a Corp- of oration pursuant to Article 7 of the Cooperative Corpor- • E • Knowlesville Cooperative G. L.F. Service, Inc., Pursuant to Article 7 of the Co-operative Corporation ation Law of acknowledge the State of and file this New York, do hereby make, sign, certificate for that purpose Law of the State of New York : as follows: 1. That all the undersigned persons are ------------------------------------X of full age; all citizens of the Unites States and all are residents of the State of New York. 2. The name of the proposed Corporation is KNOWLESVILLE COOPERATIVE G.L.F. SERVICE, INC. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, process- ing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operat- 75 a� ive Corporation Law of the State of New York, in articles of Common use including farm prod- u, food supplies, farm machinery and supplies and articles of domestic and personal use; I�tcotbsuy, sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accom- plishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in • !association with other corpor_:tions, firms or individuals. 4. The amount of capital stock is w25,000. 5. The number of shares of which the capital stock shall consist of 2'5000 shares of which number of shares 4000 shares are to have a per value of �)5. each to be known as six per cent non-cu--ulative preferred stock; and 1000 shares of the par value of 45, each • to be known as common stock. 6. The designations, privileges, preferences and voting powers and restriction or qualifications of the shares of each class are: The comr,on capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provid- ed by law; the )referred capital stock shall bear and receive a preferred dividend at the rate of six er cent per annum before any dividends whatsoever 41ay be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of divi- dends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tomp- kins and State of New York. 7. Its duration is to be perpetual. 6. The number of directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Mall, N. Y. Howard E. Babcock Ithaca, N. Y. R. D. 1f5 E. Victor Underwood 141 Ithaca Rd., Ithaca, N. Y. Verne A. Fogg 205 ;pest Buffalo St. Ithaca, N. Y. lilice R. McAniff 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York, Directors shall not be required to Oe stockholders. 11. Names and post office addressed of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: V. it. Fogg Seneca Bldg., Ithaca, N. Y. 1 share 11. R I, c. in if f it " T' " 1 sha r e Charlotte Davis " it it n " 1 share 12. The following provisions are adopted for t:e regulation of the business and conduct of the affairs of the corporation. a. No Transaction 1-ight or liability entered into , enjoys • ed or incurred by or in respect of the corpora'uion shall be affected by the fact that any director or directors of tl;e corporation are or may have been personally interested in or cm - cerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corporation, in which in anywise he may be in- terested. b. The Board of Directors, from time to time shall determine whether, to what ex- tent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time sell any or all of the unissued capital stock of the Corporation, whether the same be any of the original authorized capital or of any .increase thereof, without first offering the same to the stock- i� holders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative vorp- oration Law, d. The corporation may pay not to exceed six per cent, dividends upon its capit- al stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indeb uedness or in services, proportinately and ec._uitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law Drovided. The Board of Directors shall deter- mine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions i band 4ianner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading or representation, such persons as shall be considered and taken into account for the purpose of such distribution, so'that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savinF;s only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it noes business pursuant to Article 7 of the Co- operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 29th day of I`:ay, 1930. STATE OF NEW YORK ) ss: COUNTY OF TO IIPKINS ) V. A. Fogg A. R. MCAniff Charlotte Davis On this 29th day of May, 1930 before me the subscriber personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severallly duly acknowledged to me that they executed the same. She iman Peer, Notary Public Filed and entered June 11, 1930 at 3: 20 o'clock P. 14. Certificate of Incorporation We, the undersigned,desiring to form a corporation of : under the laws of the State of New York, pursuant to the TOIPKINS COUNTY ASSOCIATION, Inc. . provisions of the Membership Corporations Law do he,-eby Pursuant to the Membership Corporations Law of the State . certify: of New York 1. The Name of the proposed Corporation is Tompkins --------------------------------------X 0 U County Association, Inc. 2. The purposes for which it is to be formed are: (a) To support the activities of the Finger Lakes Association ,and to further promote tourist business within the County of Tompkins. . (b) To improve the appearance of higi-Lways, streets and residence properties within Tompkins County (c) To promote public interest in the historical background of Tompkins County. !(d) To engage in any activity of public interest within the County of Tompkins affecting the welfare of the residents of the County which are permitted by law and not within the powers • conferr>d by statute on corporations organized for particular kinds or classes of business. (e) To own, manage, lease and sell real estate for its purposes but not to engage in the real estate business. 3. The territory in which its operations are principally to be conducted is Tompkins County. 4. The business of this corporation will be conducted within the County of Tompkins and its principal office for the transaction of its business will be in the City of Ithaca Tompkins County, New York 5. All of the undersigned are of full age, all residents of New York State and all citizens of the United States. 6. The number of its directors is CS 10 M on ,.� sixteen. 7. The names and residences of the directors until the first annual meeting are: William P. Biggs Trumansburg, New York Fred Rumsey Trumbulls Corners, Ithaca, N. Y. Frank Snyder Inlet Valley Road, Ithaca, N. Y. David Moore Danby Turnpike, Danby, N. Y. Charles Thomas R. D. Ithaca, N. Y. J. Dolph Ross Village of Dryden, N. Y. A. H. Webster Groton, N. Y. C. H. Burlingame R.F.D. Ludlowville, N. Y. • Sherman Peer James E. Rice 401 Highland Road, Cayuga Heights, N. Y. Trumansburg, N. Y. E. D Button 449 N. Aurora St., Ithaca, N. Y. Ralph�f Smith 102 Oxford Place, Ithaca, N. Y. John J. Larkin 219 Eddy St., Ithaca, N. Y. R' E. Treman 411 University Avenue, Ithaca, N. Y. Leon D. Rothschild 125 Heig-1ts Court, Ithaca, N. Y. H. G. Stutz 964 E. State St., Ithaca, N. Y. • IN WITNESS WHEREOF, we have made and subscribed this certificate in duplicate Dated this 26th day of May, 1930. W. P. Biggs Fred D. Rumsey Sherman Peer David A. Moore Chas Thomas J. Dol h Ross A. H. Webster Leon D. Rothschild John J. Larkin James ,. Rice E. D. Button Ralph C. Smith Robert E. Treman C. H. Burlingame Harry G. Stutz STATE OF NEW YORK ) x.ss: On this 26th COUNTY OF TOMPKINS ) day of May, 1930, before me personally came W. P. Biggs, Fred D. Rumsey, Sherman P.-,er, David A Moore, Charles Thomas, J. Dolph Ross, A. H. Webster, Leon D. Rothschild, John J. parkin, James E. Rice, E.D. Button Ralph C. Smith, Robert E. Treman, C. H. Burlingame and Harry G. Stutz to me known and known to me to be the persons descried in and who executed the foregoing certificate, and they severally acknowledged to me that they executed the same. Henry J. Shirey, Notary Public I hereby approve the foregoing Certificate of Incorporation. June 6th, 1930 E. W. Personius, J.S.C. • Recorded June 21, 1930 at 11:50 o'clock A. M. Certificate of Incorporation : We, the undersigned for the purpose of forming a. corp- of : oration pursuant to Article 7 of the Cooperative Corp- Ganson Cooperative G.L.F. Service : oration Law of the State of New York, do hereby make, Inc. Pursuant to Article 7 of the Cooperative Corporation Law of the : sign, acknowledge and file this certificate for that State of New York : purpose as follows: 1. That all the undersigned per- ------------------------------------- X sons are of full age; all citizens of the united States and all are residents of the State of New York. 2. The name of the proposed Corporation is Ganson Cooperative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing business, on the co-operative corporation plan as limited in Article 7 of the Co- operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; • to buy sell or lease homes or farms for its members, to build or conduct housing or eating . places co-operatively. b. To do all and everything incidental and necessary for the accomp- lishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in assoc- iation with other corporations, firms or individuals. 4. The amount of capital stock is • $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of sharps 4000 shares are to have a par value of $5. each to be known as six per cent non -cumulative preferred stock; and 1000--shares of the par value of $5. each to be known as common stock 6. The designations privileges, preferences and voting powers and re- strictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of 7( six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall b-!� non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all pre- ferred stock of the corporation shall be on t �e first day of July of each year. The principal. business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the • stockholders are as follows:; Harry Bull Campbell Hall, N. Y. Howard E. Babcock Ithaca, N. Y. R.D. #5 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Verne A. Fogg 205 West Buffalo St. Ithaca, N. Y. Alice R. McAniff 514 Wyckoff Rd. Ithaca, N. Y. 10.All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: V. A. Fogg Seneca Bldg., Ithaca, N. Y. 1 share A. R. McAniff it tt n n tt 1 share Charlotte Davis 1t tt it it tt 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the • same and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of him- self or any firm, association or corporation, in which in any firm, association or corporation ' in which in anywise he may be interested. b. The Board of Directors, from time to time shall determine whether, to what extent, at what times and places and under what conditions and reg- ulations, the accounts books and papers of the corporation, or any of them, shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions as by the Board may be deemed advisable and may restrict a purchase, sale, distrib- ution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent dividends • upon its capital stock and not to exceed six per cent interest upon its indebtedness and its earnings and savings, after deduction of reserve and other funds and amounts required or permit- ted by law to be established, shall be distributed, whether in the form of stock, cash or evi- dences of indebtedbess or in services, proportionately and equitably among the persons for which • it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons and within the limits of the maw provided. The Board of Directors shall de- termine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditi- tions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading or representation, such persons • IIas shall be considered and taken into acc_unt for the purpose of such distribution, so that (outside purchasers of goods or merchandise tit be sold by or through it to members, or out- side sales cif goods or merchandise to be sold by or though it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be enter- ed, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interest of the corporation and the persons for which it does business pursuant to Article 7 of the Cooper- ative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledg d and filed this certificate in duplicate, dated this llth day of May, 1930. STATE OF NEW YORK ss: COUNTY OF TOIPhINS V. A. Fogg A. R. Mcnniff Charlotte Davis On this llth day of June, 1930, before me the subscriber, personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public Recorded June 26, 1930 at 4 P. M. CLER Certificate of Change of Number Certificate of Change of Number of Directors of Rock of Salt holding Co. Inc. pursuant to Section 35 of the Directorsof Rock Salt Bolding Co. Stock Corporation Law. Inc. etc. We, the undersigned, being respectively the President -------------------------------------X and Secretary of the Rock Salt Holding Co. Inc. do • hereby certify as follows: 1. The name of the corporation is Rock Salt Holding Co. Inc. 2. The certificate of incorporation of said corporation was filed in the office of the secre- tary of state on the 16th day of May, 1930. 3. The number of directors previously authoriz- ed is five 4. The number of directors so authorized is increased by two so that hereafter the number of directors, as hereby increased shall be seven. IN WITNESS WHEREOF, we have made and subscribed this certificate in duplicate, this 23rd day of June, 1930 STATE OF NEW YORK Frank L. Bolton, President : ss: COUNTY OF TOMPKINS : Harold E. Simpson, Secretary On this 23rd day of June, 1930, before me personally came Frank L. Bolton and H�:rold E. Simpson, to me known and known to me to be the persons described in and who executed the fore- going certificate and sev=rally duly acknowledged to me that they execut d the same. STATE OF NEW YORK ) Howard Cobb, Notary Public ss: COUNTY OF TOMPKINS ) Frank L. Bolton and Harold E. Simpson, being severally duly sworn, do depose and say, and each for himself deposes and says, that he, the said Frank L.Bolton, is • the President of Rock Salt Holding Co. Inc., and he the said Harold E. Simpson is the Secre- tary thereof, that they have been authorized to execute and file the foregoing certificate by the votes cast in person or .:ray proxy, of the holders of record of a majority of the outstanding shares of the corporation entitled to vote on a change in th^ number of directors and that such . votes weEe cast at a stockholders' meeting held at the ofi'ice of the Company in the City of Ithaca, N. Y. on the 23rd day of June, 1930, at ten o'clock A. M. Eastern Standard time, upon notice pursuant the section 45 of the Stock corporation Law. jSworn to before me this Frank L. Bolton 23rd day of June, 1930 Howard Cobb, Notary Public Harold E. Simpson STATE OF NEW YORK DEPARTEENT OF STATE ALBANY DIVISION OF CORPORATIONS �I EDWARD J. FLYNN Secretary of State FRANK S. SHARP, Deputy Secretary Chief of Division • • Messrs. Cobb & Cobb, Savings Bank Building, Ithaca, N. Y. June 26, 1930. Dear Sir: Certificate of change of number of directors of ROCK -SALT HOLDING CO. INC, has been received and filed today as requested. Fee $20. paid. Yours truly, Frank S. Sharp, Chief of Division. Recorded June 28, 1930 at 10:25 o'clock A.M. CLERK Certificate of Incorporation : We, the undersigned for the purpose of forming a corp- of : oration pursuant to Article 7 of the Cooperative Corp - Oswego Cooperative G.L.F. Service : oration Law of the State of New York, do hereby make, Inc. Pursuant to Article 7 of the Co-operative Corporation Law of the : sign, acknowledge and file this certificate for that State of New York : purpose as follows: 1. That all the undersigned per- -------------------------------------- X sons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the porposed Corporation is Oswego Cooperative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufadturing, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corp- oration Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-opera- tively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporations, firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5. each to be known as six percent noncumula- tive preferred stock; and 1000 shares of the par value of $5. each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifica- tions of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred cap- ital stock shall bear and receive a preferred dividend at the rate of six percent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such divi- dends shall be non -cumulative. In the case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its dura- tion is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N.Y. Howard E. Babcock Ithaca, N. Y., R. D. #5 E. Victor Underwood 141 Ithaca Rd., Ithaca, N. Y. Verne A. Fogg 205 West Buffalo St., Ithaca, N.Y. Alice R. McAniff 514 Wyckoff Rd., Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post • n U U office addresses of the subscribers to this certificate and a statement of the number of shares • :7 • of stock which each agrees to take in the corporation are as follows: V. A. Fogg Seneca Bldg., Ithaca, N. Y. 1 share A. R. McAniffn n It n 1t 1 share Charlotte Davis n n It ►► It 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, Enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any direct- or or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any find frerft axiy- and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time, shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them, shall have any right to inspect any ac- count, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the orig- inal authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms andconditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Cor- poration Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidence of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall deter- mine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or con- duct business or to or by which it shall render services by means of sales, purchases or other- wise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that out- side purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-opera- tive Corporation Law. IN WITNESS WHEREOF, we have made, signed_, acknowledged and filed this certificate in duplicate, dated this 26th day of June, 1930. STATE OF NEW YORK ss: COUNTY OF TOMPKINS ) V. A. Fogg A. R. McAniff Charlotte Davis • On this 26th day of June, 1930, before me the subscriber personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public. 81 Recorded July 8, 1930 at 2:04 P.M. 82 Eastern New York Electric : EASTERN NEW YORK ELECTRIC AND GAS COMPANY, INC. and Gas Company, Inc. Certificate of Eastern New York Electric and Gas Company, to Merge Harlem Valley Electric Inc. to merge Harlem Valley Electric Corporation, pursuant Corporation, t-Gc. to Section Eighty-five of the stock corporation law. -------------------------------X. Eastern New York Electric and Gas Company, Inc., pursu- ant to Section Eighty-five of the Stock Corporation Law, hereby certifies as follows: First: Eastern New York Electric and Gas Company, Inc., is a domestic stock corporation, duly organ- ized and existing under the laws of the. State of New York. It was formed by consolidation of Plattsburgh Light, Heat and Power Company and Lozier Light and Power Company, the agreement of consolidation being duly filed in the office of the Secretary of State on the 14th day of August, 1909. The name under which it was originally incorporated was Plattsburgh Gas and Electric Company. Second: Harlem Valley Electric Corporation is also a domestic stock corpor- ation, duly organized and existing under the laws of the State of New York. It was organized for a business similar to that of Eastern New York Electric and Gas Company. Inc. Its Certi- ficate of Incorporation was duly filed in the office of the Secretary of the Department of State, on the Nineteenth day of July, 1922. Its name has not been changed. Third: Eastern New York Electric and Gas Company Inc. owns all of the stock of said Harlem Valley Electric Corporation. Fourth: At a regularly called meeting of the Board of Directors of Eastern New York Electric and Gas Company Inc., held on the First day of April, 1930, a quorum being pre- sent, the following preambles and resolutions were duly adopted, to -wit: WHEREAS, this corpor- ation, Eastern New York Electric and Gas Company, Inc., a corporation of the State of New York) now owns all of the stock of Harlem Valley Electric Corporation, also a corporation of the State of New York, organized for a business similar to that of this corporation; and, WHEREAS, it is deemed advisable that this corporation merge said Harlem Valley Electric Corporation in order that all of the estate, property, rights, privileges and franchises of said corporation shall vest in and be possessed by this corporation, therefore RESOLVED, that this corporation; merge said Harlem Valley Electric Corporation and assume all of its obligations and FURTHER RESOLVED, that the President of a Vice President, and the Secretary or Treasurer of this cor- poration be and they hereby are authorized and directed to make and execute in the name of this Corporation and under its corporate seal, a certificate of ownership of all the stock of said i Harlem Valley Electric Corporation and of the adoption of these resolutions andthe date of the' adoption hereof and to file such certificate in the office of the Secretary of State of the State of New York, and to do all other acts and things that may be necessary to carry out and effectuate the purpose of these resolutions. IN WITNESS WHEREOF, this Certificate is,by said Eastern New York Electric and Gas Company.Inc., under its corporate seal, made and signed in its name, by its Vice president, and its Secretary, this Sixteenth day of April, 1930. (Corporate ) EASTERN NEW YORK ELECTRIC AND GAS COMPANY INC. STATE OF NEW YORK By R. N. Thompson, Vice -President SS: COUNTY OF NEW YORK J. F. McKenna, Secretary On this Sixteenth day of April, 1930, before me personally came R. N. Thompson and J. F. McKenna, who being by me duly sworn, each for. -himself did depose and say that he, R. N. Thomp- son, resides in Rutherford, New Jersey, and is a Vice -President of Eastern New York Electric and Gas Company Inc., the corporation described in and which executed the foregoing instrument, that he, J. F. McKenna, resides in St. George, Staten Island, New York, and is Secretary of said corporation; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that they signed their names thereto by like order. (Seal) Anne L. Harris, Notary Public, New York County N.Y.Co. Clkts No. .340 Reg. No. 2H574 Commission expires March 30, 1932 n LJ E U E L7 S3 STATE OF NEIN YORK DEPARTMENT OF PUBLIC SERVICE STATE DIVISION Case No. 5234 Albaay, April 29, 1930. • • • Petition of Eastern New York Electric and Gas Company, Inc., (Plattsburgh and many other muni- cipalities), under section 70 Public Service Com- mission Lave, for consent to acquire all of the outstanding capital stock of Harlem Valley Elec- tric Corporation, and, under section 85 stock corporation law, for approval of the merger by said first named company of said second named company. E-cis r :Ek' c;c n c* 1 * :: ;p,E'��E�.� The Public Service Commission (State Division, Department of Public Service) hereby approves this merger by Eastern New York Electric and Ga Company, Inc., of Harlem Valley Elec- tric Corporation, which merger is evidenced by this certificate of merger executed by Eastern New York Electric and Gas Company, Inc., April 16, 19302 - in accordance with the order of said Public Service Commission of march 20, 1930 in Case No. 5234. By the Commission. (Seal) Francis E. Roberts,Secretary STATE OF NEW YORK ) ) SS: 2301 DEPARTMENT OF STATE ) I CERTIFY That I have compared the preceding copy with the original Certificate of Merger of Harlem Valley Electric Corporation with Eastern New York Electric and Gas Company, Inc., filed in this department on the lst day of May, 1930, and that such copy is a correct transcript therefrom and of the wholeof such original. INITNESS my hand and the official seal of the Department of State at the City of Albany, this first day of May, one thousand nine hundred and thirty. (Seal) Frank S. Sharp, Dep ty Secretary of State. In;c . (ENDORSED) Eastern New York Electric and Gas Company! ertificate of Eastern New York Elec- tric and Gas Company Inc. to merge Harlem Valley Electri:EW Corporation, pursuant to section eight'T-five of the stock corporation law. STATE OF YORK DEPARTMENT OF STATE FILED May 1, 1930 TAX $ None FILING FEE $20 EDWARD J. FLYNN Secretary of State bar John F. Cox Asst. Cashier Recorded July 19, 1930 at 10:12 A.M. VL Certific7,te of Incorporation CERTIFICriTE OF INCORP RATION OF 100 W. BUFFALO ST. CORP. of : PURSUANT TO ARTICLE T 0 OF THE STOCK CORPORATION LAW. 100 W. Buffalo St. Corp. Etc. we, the undersigned, for the purpose of forming a corpor- -------------------------------- X ation pursuant to Article Two of the Stock Corporation Law of the State of i�ew York, certify: First: The name of t e corporation shall be 11100 W. Buffalo St. Corp.11 Second: The purposes for which it is to be f rmed are as follows: To acquire by II purchase, lease or otherwise, improve and develop real roprty; to erect, construct, rebuild alter maintain and improve building of all kinds on 1 f the other p g an s o .. corporation or upon any oth�_ • lands, and to sell or rent the same; t-_) buy, sell, conv y, mortgage, exchange, lease, sub -let, hold for investment or otherwise, use, operate and othe wise deal or trade in and dispose of real estate of all kinds, improved or unimproved, and any right or interest therein; to lend money on bonds secured by mortgages on real property or personal property or otherwise; and to carry on a general real estate business. To borrow or raise money for the purpose of the • corporation; and to secure the same and a-=y interest th reon or for any other proper corporate purpose, to mortgage all or any part of the now or here fter acquired property, rights and fr3nchises of the Company; and to issue notes, bonds, d bentures and other evidences of indeb- tedness. To sell or exchange all or any part of the property, assets, good will, and business of the corporation, and to accept in payment or exchang therefor, the stocks, bonds or other securities of any other corporation, either domestic or foreign. To acquire by purchase or otherwise, to hold for investment, resale or otherwise, or to sell or otherwise dispose of, pledge, hypothecate, and in all ways deal in and with; stocks, script, bonds, consols, notes, mortgage, trust recepits, certificates of indebtedness and other oblig- ations and securities of corporations of all kinds, foreign or domestic, to do all things suit- able and proper for the protection, maintenance, conservation or enhancement of the value of all such stocks or other securities held by it, including the exercise of the right to vote thereon; to bid upon and purchase at foreclosure sale or at other sales, whether public or private, real property and rights or interests therein of all kinds. To purchase, acquire, hold and dispose of bonds, notes or choses in action or other evidences of indebtedness of any person or persons, partnership or corporation domestic or foreign; to pledge such securit ies to secure the payment of collateral trust bonds or notes; to sell or otherwise negotiate such collateral trust bonds or notes. To use its surplus earnings or accumulated profits in, the purchase or acquisition of its own capital stock from time to time as its board of direc- tors shall determine, and to hold such capital stock so purchased if the directors so determ ine, in the treasury of the company as treasury stock, to be thereafter disposed of in such manner as the directors shall deem proper. To do all and everything necessary, suitable, use- ful or proper for the accomplishment of any of the purposes or the attainment of any of the objects, or the furtherance of any of the powers hereinbefore set forth, as principal or agent, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to, or growing out of, or connec- ted with, any of the aforesaid purposes, objects or powers, or any part or parts thereof, and' to do any such acts or things tD the same extent and as fully as natural persons might or could do in any part of the world. Third: The total number of shares that may be issued is 2,400 of which 1,200 shares are to have a par value of $100 each (the preferred stock) and 1,200 shares are to be without par value (the common stock).The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus one dollar in respect to every issued share without par value, plus such amount, as, from time to time, by resolution of the .board of directors, may be transferred thereto. Fourth: these shares shall be divided into preferred to consist of 1,200 shares having,a par value, and common, to consist of 1,200 shares without par value. The designat- ions, preferences, privileges, and voting powers and the restictions or qualifications of the shares of each class are: The holders of the preferred shares shall be entitled to cumulative dividends thereon at the rate of 6,% per annum on the par value thereof in priority to the pay - went of dividends on the common shares. After dividends at the aforesaid rate have been set aside for the holders of preferred shares, all remaining profits which the directors may de- termine to apply in payment of a dividend shall be distributed among the holders of common shares exclusively. Upon dissolution, the holders of preferred shares shall first be entit- led to receive, out of the net assets of the corporation, the par value of their shares, plus accumulated dividends; and all of the assets, if any, thereafter remaining, shall belong to and be distributed among the holders of the common shares exclusively. The corporation may retire the preferred stock or any part thereof on any day on which a dividend thereon shall be payable at par and accrued dividends provided it give at least 15 days notice of such re- tirement in the manner to be provided in the by laws. In the event that the corporation in- tends to retire less than all of the preferred stock then outstanding, the part of said pre- ferred stock to be retired shall be determined in the manner to be provided in the By-laws, Fifth: The office of the corporation shall be located in the City of Ithaca, County of Tomp- kins, and State of New York. Sixth: the duration of the corporation shall be perpetual. Seventh: The number of directors shall be not less than three nor more than five. Eighth: • • U r� U 5 M an The names and post office addresses of the directors until the first annual meeting of the stockholders are: Names Post Office Addresses k John Van Sickle 1 Savings BanBldg., Ithaca, N. Y. Doris Danns 1 Savings Bank Bldg., Ithaca, N. Y. • Allan H. Treman 1 Savings Bark Bldg., Ithaca, N. Y. Ninth: The name and the post office address of each subscriber of this certificate of incorp- oration and a statement of the number of shares which he agrees to take in the corporation are as follows: Name Post Office Address No. of Shares � Pfd. Common John VanSickle 1 Savings Bank Bldg., Ithaca N. Y. 1 1 • Doris Danns 1 Savings Bank Bldg., Ithaca, N.Y. 1 1 Allan H. Treman 1 Savings Bank Bldg., Ithac� N.Y. 1 1 Tenth: All of the subscribers of this certificate are of!full age; at least two-thirds are citizens of the United States; and at least one of them i�s a resident of the State of New Yolk and at least one of the persons named as a director is a citizen of the United States, and a resident of the State of New York. IN WITNESS WHEREOF,�we have made, signed and acknowledged in triplicate this certificate of incorporation this 19t4 day of July, 1930 John VanSi�kle STATE OF NEW YORK Doris Danns COUNTY OF TOMPKIN S 3 ss: CITY OF ITHACA ) Allan H. T�eman On this 19th day of July, 1930, before me, the subscriber, personally appeared John Van Sickle, Doris Danns and Allan H. Treman, to me known and known to me to be the same per- sons described in and who executed the foregoing certificate of incorporation, and they sever- 0 ally acknowledged to we that they executed the same. R. E. Copley, Notary Public EDWARD J. FLYNN, Secretary of State OLD J. FISHER Cashier LYMAN H. HURD, General Auditor JOHN F. COX, Asstt Cashier STATE OF' NEW YORK DEPARTMEN OF STATE DIVISION OF FINANCE AND AUD T Albany July 21, 1930 Received from 11100 W. Buffalo St. Corp.,11 ONE HUNDRED AND TWENTY Dollars in payment of tax under section 180 of the Tax Law, as follows: 1/20 of 1 �er cent on $120,000 consisting of 1200 shares par value $100. each $60.00. Five Cents per share on 1200 shares without par value 60.00 $120.00 By John F. Co , Asst. Cashier. Recorded July 25, 1930 at 4:47 otclock P. M. Certificate of Incorporation We, the undersigned, for the purpose of forming a torpor -of : ation pursuant to �rticle 8A of the Co-operative Corpor- Co-operative Farm Service N ation Law of the State of New York, do hereby make, sign, Management, Inc., Pursuant to Article 8A of the Co-operative acknowledge and file this certificate for that purpose Corporation Law of the State of New York as follows: 1. That all the undersigned persons are of • -----------------------------------X full all citiz ., • ens zens of the United Statesand all are residents of the State of New York. 2. The name of the proposed corporation is CO-OPERATIVE FARM SERVICE MANAGEMENT, INC. 3. The purposes for whi h it is to be formed are: a..To act as an agency for or subsidary of or to assist co-operati e corporations formed under the pro- visions of Articles Four, Seven or Eight of the Co -opera ive Corporations Law of the State of Now York and co-operative corporations operating under section Four, Seven or Eight of said Law which are organized for the purpose of manufacturing, distributing, warehousing, handling processing, canning, packing, grading, shipping and marketing and/or otherwise to utilize pro- ducts of such other co-operative corpora ions and of assisting such other co-operative corp- orations emd of asslstlRg such other co-operativQ corporations and to carry on the businesses and purposes for which they are organized; the selling or supplying to its members or stock- holders or corporations in which it is interested, machinery, equipment or supplies; the fin- ancing of the said co-operatives or any one or more of said purposes. b. To act as a hold- • ing corporation to hold title to the properties of any such co-operative corporations above mentioned. c. To purchase, own, mortgage, lease, sell and convey real estate for its corpor- ate purposes. d. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects of the furtherance of any of the powers hereinbefore set forth. 4. The amount of capital stock of the said corporation is • $25,000.00. The number of shares of which it shall consist is 1,000 of the par value of $25.00 per share. 5. The office of the said corporation is to be located in the City of Ithaca, County of Tompkins and State of New York. 6. Its duration is to be perpetual. 7. The number of its directors is seven. 8. The names and post office addresses of the dir- ectors until the first annual meeting of the stockholders are as follows: Verne A. Fogg 205 W. Buffalo St., Ithaca, N. Y. John C. Crissey 121 E. Seneca St., Ithaca, N. Y. Francis J. MacAniff 512 Wyckoff Rd. Ithaca, N. Y. Arthur H. Diller 121 E. Seneca St. Ithaca, N. Y. Gertrude I. Bailey 512 Wyckoff Rd. Ithaca, N. Y. Theodore B. Clausen Kingtown Road, Trumansburg, N. Y. Roland Ryan Earlville, New York. 9. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 10. The names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which they agree to,take in the corporation are as follows: • Verne A. Fogg , Seneca Bldg., Ithaca, N. Y. one share John C. Crissey It " " r' it one share Francis 0. MacAniff It " n " it one share Arthur H. Miller " " " n if one share Gertrude I. Bailey " " " +r " one share 11 The following provisions are adapted for the regulation of the business and conduct off the affairs of the corporation: a. No transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all dis- ability which otherwise might prevent him from contracting with the corporation for the bene-' fit of hims31f, or any firm, association or corporation, in which in anywise he may be inter- ested. b. The Board of Directors, from time to time shall determine whether, to what ex- tent, at what times and places and under what conditions and regulations, the accounts books and papers of the corporation, or any of them, shall be open to the inspection of the stock- holders and no stockholder shall have any right to inspect any account, book or paper of the • corporation, except as expressly conferred by law, or authorized by the Board or the Stockhold- ers, c. The Board of Directors may from time to time sell any or all of the unissued capit-,. al stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and • A m be made upon such terms and conditions as by the Board may be deemed advis- all such sales may p � able, and may restrict a purchase, sale distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. IN WITNESS WHEREOF we have made, signed, acknowledged and filed this certificate in duplicate, dated , this 23rd day of July, 1930. Verne A. Fogg John C. Crissey Francis J.MacAniff Arthur H. Miller Gertrude I. Bailey �i II 87 M ~n M STATE OF NEW YORK On this 23rd day of July, 1930, before me the subscriber, per- COUNTY OF TOMPKINS ss: sonally appeared Arthur H. Miller, Verne A. Fogg, John C. Crissey Francis J. MacAniff, and Gertrude I. Bailey, to me known,to be the same persons described in and who executed the foregoing certificate of incorporat on and they severally duly acknowled- ged to me that they executed the same. Sherman Peer, Notary Public • Recorded August 1, 1930 at 11:10 otclock A. M. Certificate of Change of Location Certificate of C�ange of Location of Office of Empire of Gas and Electric Company, pursuant to Section Thirty - oOffice of Empire Gas and Electric : five of the Stoc Corporation Law. k • Company, Etc. The undersigned mew York Central Electric Corporation -------------------------------------X constituting the holder of record of all the outstand- ing shares of Empire Gas and Electric Company entitled t vote on a change of location of its ioffice, does hereby certify as follows: 1. The name o the Corporation is Empire Gas and Electric Company. Said name has not been changed. 2.II The Certificate of Incorporation of said corporation was filed in the office of the Secr + ary of State on the llth day of April, 1911. 3. The City and County in which its office is located are the City of Geneva and the County of Ontario and the City and County to which it is to be removed are the City of Ithaca and the County of Tompkins. IN WITNESS WHEREOF, the undersigned has caused this certificate to be made and subscribed in its name by its Vice President,and its corporate seal' to,be hereunto affixed attested by its Assistant Secretary this 5th day of August, 1930. Attest: H. B. Cleveland Assistant Secretary (SEAL) NEW YORK CENTRAL ELECTRIC CORPORATION, By M. C. O'KeefPe, Vice President STATE OF NEW YORK ss: On this 5th day of August in the year 1930 before me personally • COUNTY OF NEW YORK came M. G. OtKeeffe, to me own, who, being by me duly sworn, did depose and say that she resides in New York City; that he is the Vice President of the New York Central Electric Corporation, the corporation des ibed in and which executed the above instrument; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order. Joseph A. Sh elds, Notary Public Joseph A. S ields, Notary Public STATE OF NEW YORK Queens Co. Clerk's No.1658, Registerts No. 1039 N. Y. Co. Clerk's No. ss: 62, Registerts No. 2-8-31. Commission expires March 30, 1932 COUNTY OF NEW YORK No. 37010 Series , I. Daniel E. Finn, Clerk of the County of New York,,and also Clerk of the Supreme Court in and for said County, DO HEREBY CERTIFY, That said Co rt is a Court of Record, having by law a seal; that Joseph A. Shields whose name is subs cr bed to the annexed certificate or proof of acknowledgment of the annexed instrument was a the date of taking the same a Notary Public acting in and for said county, duly commissioned and sworn, and qualified to act as • such, that he has filed in the Clerk's Office of the Cobnty of New York a certified copy of his appointment and qualification as Notary Public for ,he County of Queens, with his auto - as graph signature; that/such Notary Public, he was duly a thorized by the laws,of the State of 14ew York to protest Notes; to take and certify depositi ns; to adminisvr oaths and affirmat- ions to take affidavits and to certify the acknowledgm,nts and proof of deeds and other • written instruments for lands, tenements and hereditame ts, to be read in evidence or recorded in this State; and further that I am well acquainted wi h the handwriting of such Notary,,�and verily believe that his signature to such proof or ackn wledgment thereof is genuine. IN (TESTIMONY WHEREOF, I have hereunto set my hand and affi�ed the seal of said Court at the City of New York in the County of New York this 5 day of Aug. 1930. (SEAL) Daniel E. Finn, Clerk i SSA STATE OF NEW YORK ) C. A. Dougherty, being duly sworn, deposes and says that he is ss: COUNTY OF NEW YORK ) Assistant Secretary of Empire aas and Electric Company, the Corp- oration mentioned and described in the foregoing certificate; that the New York Central Electric Corporation which has executed the foregoing certificate, by its duly authorized officers, constitutes the holder of record of all the outstanding shares of said Empire Gas and Electric Compamy entitled to vote on a change of location of its office. Sworn to before me,this C. A. Dougherty 5th day of August, 1930. Joseph A. Shields, Notary Public Joseph A. Shields Queens Co. Clerk's No. 1658, Register's No. 1039, N. Y. Co. Clerk's No. 62, Register's No. 2-8-31. Conmission Expires Larch 30, 1932. STATE QF NEW YORK 3865 ss: DEPARTMENT OF STATE I CERTIFY That I'have compared the preceding copy with the orig- inal Certificate of Change of Location of Empire Gas and Electric Company, filed in this de- partment on the llth day of August, 1930, and that such copy is a correct transcript there- from and of the whole of such original. WITNESS my hand and the official seal of the Depart- ment of State at the City of Albany, this eleventh day of August, one thousand nine hundred and thirty. (SEAL) Frank S. Sharp, Deputy Secretary of State (ENDORSED) EMPIRE GAS AND ELECTRIC COMPANY, CERTIFICATE OF CHANGE OF LOCATION OF OFFICE, PURSUANT TO SECTION THIRTY FIVE OF THE STOCK CORPORATION LAW. STATE CF 14EW YORK Filed Aug. 11, 1930 TAX $ None FILING FEE 020 EDWARD J. FLINN DEPARTMENT OF STATE SECRETARY OF STATE, By H. J. Fisher, Cashier. Recorded August 12, 1930 at 9:45 o'clock A. M. CLERK. Certificate of Incorporation CERTIFICATE OF' INCORPORATION OF ITHACA CASINO -PARK CO. INC. of Pursuant to Article Two of the Stock Corporation Law. Ithaca Casino -Park Co. Inc. 1. The name of the proposed corporation is Ithaca Casino- ------------------------------- X Park Co. Inc. 2. The purposes for which it is to be formed are to purchase, lease or otherwise acquire, and to hold own, use develop, mortgage, lease or otherwise dispose of all real and personal property necessary and convenient for use as a public amusement resort.. To purc base, lease or otherwise acquire and to manage amusement parks or any business connected therewith. To engage actors, musicians acrobats and public performers of all kinds and discriptions. To purchase, lease or conduct, or otherwise dispose of ferris wheels, scenic railways, miniature golf courses, and other amusement devices of every nature and description, and generally to do all things necessary and incident to such business, either as principal, agents or factors in any part of the world, as fully as natural persons might or could do, To purchase, lease, construct or other- wise acquire any and all lawful amusement devices of every kind and nature. 3. The total number of sharps that may be issued by the corporation is 500 of which 100 shares of the par value of $150 each shall be preferred and 400 shares shall be common without par value. The desitnations, preferences, privileges and voting powers or restrictions or qualifications!,! of the shares of each class are as follows: The Holders of the preferred stock shall be en- titled to receive from the surplus or net profits of the corporation as and when declared by the Board of Directors, cumulative dividends upon such shares at the rate of 7% per annum payable semi-annually in preference and priority to the declaration and payment of any divid end upon the common shares. The Holders of the common shares shall be entitled to all the remaining surplus or net profits of the corporation which the Directors in the exercise of their discretion may detemine to be distributable as dividends. Upon the dissolution of the corporation, and the distribution of its assets, the holders of the preferred shares shall be n U E U • r� U en M M paid in full the par value of the shares held by them plus any accrued dividends unpaid there- on before any amount shall be distributed among the hold'-rs of the common shares and after such payment to the holders of the preferred stock, the remaining net assets if any, shall be distributed among the holders of the common shares. The holders of the preferred shares shall not be entitled to vote at the election of Directors or at any other meeting of the stockhold- • ers. 4. The corporation may, from;its surplus profits, M ire the preferred stock on any day on which a dividend thereon shall be paid at the price per share of 105 and accrued dividends provided it give at least 30 days notice of such retirement by registered mail to the last known address of the holders of record of such shares. 5. The capital of the corporation shall be at least equal to the sum of the aggregate par clue of all issued shares having par •value the plus aggregate amount of the consideration received by the corporation for the shares of stock without par value, plus such amounts as from time to time by resolution of the Hoard of Directors, may be transferred thereto 6. The office of the corporation is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. The duration of the corporation is toibe perpetual. 8. The number of Directors of said corporation is to be five. 9. The names and postoffice address of the Directors until the first annual meeting of the stockholders, are as follows: Herman Bergholtz, City Hall, Ithaca, N. Y. Joseph W. Beacham, Bellayre Apts. Ithaca, N. Y. Harold E. Simpson, Savings Bank Building, Ithaca, N. Y. Lawrence C. Rumsey, 206 E. State St., Ithac , N. Y. Joseph Hickey, Savings Bank Bldg., Ithaca, N. Y. 9. The names and postoffice addresses of each subscriber�of this certificate and a statement of the number of shares which each agrees to take, are as follows: Name Post Office Address No. of Shares • Herman Bergholtz City Hall, Ithaca, N. Y. 1 Lawrence C. Rumsey 206 E. State St., Ithaca , N. Y. 2 Harold E. Simpson Savings Bank Bldg., Ithaca, N. Y. 1 10. That all of the subscribers of the certificate are Of full age and at least 2/3 of them are citizens of the united States, and at least one of tfhem is a resident of the State of New York. That at least one of the persons named as a director is a.citizen of the United States and a resident of the State of New York. IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate in duplicate. Dated this 5th day of July, 1930 Herman Bergholtz L. S. Lawrence C. Rumsey L. S. STATE OF NEW YORK Harold E. Si pson L. S. ss COUNTY OF TOYd"KINS On this 5th day of July, 19,30, before me the subscriber, person- ally appeared Herman Bergholtz, Lawrence C. Rumsey and arold E. Simpson, to me personally known and known to me to be the same persons described herein and who executed the foregoing • instrument and they severally acknowledged to me that they executed the same. Beatrice V. Parle t, Notary Public Recorded August 15, 1930 at 4:45 o'clock P. M. --_ i2�LERK_ Certificate of Incorporation CERTIFICATE OF INCORPORATION OF THE CALVARY BAPTIST CHURCH of OF TRUMANSBURG, NEW YORK. The Calvary Baptist Church of Pursuant to the prov'sions of ARTICLE VII of the RELIGIOUS Trumansburg, New York CORPORATION LAW, of the State of New York and particularly section 132 the uhderisigned do certify as follows: Notice of a meeting for the purpose of incorporating andunincorporated Baptist Church has been SJ duly given; the notice in writing stating in substance that a meeting of such unincorporated church was to be held at its usual place of worship at � specified day and hour, for the pur- 90 pose of incorporating such church, electing trustees thereof, and selecting a corporate name therefore, said notice was signed by more than six perso-_,.s of full age who were then and now are members in good and regular standing of such church by admission into full communion or membership therewith. A copy of such notice was publicly read at a regular meeting of such unincorporated church for public worship, on the two successive Sundays immediately preceding the meeting by the minister of such church. Such meeting was duly had, a majority of such qualified voters, were then and there present and all matters and questions were decided by a majority of the qualified voters voting thereon; there was elected from the qualified votes then and there present a presiding officer, a clerk to keep the record of the proceedings of the meeting and two inspectors of election, called tellers, to receive the ballots cast. The presiding officer elected was A. M. Durling and the inspectors or tellers were A. B. Skinner and Frank Cornish and did then and there declare the result of said election and of the bal- lots cast. The said meeting did then and there decide that the name of the proposed corpor- ation be the Calvary Baptist Church of Trumansburg, New York, that the number of trustees is six with their terms of office as follows: M. Truman Smith, Term 3 years, residence, Trumans- burg, N. Y. E. C. Cornish, term 3 years, residence, Trumansburg, N. Y.,F. H. Adams, term 2 years, residence, Trumansburg, N. Y. A. M. Durling, term 2 years, residence, Trumansburg, N. Y., P. D. Fitzgerald, term 1 year, residence, Trumansburg, N. Y. L. P. Warren, term 1 year, residence, Trumansburg, N. Y. The principal place of worship of said church in the village , of Trumansbrg, Tompkins County, and State of New York. Annexed hereto is a copy of the min- utes and proceedings of said meeting. All notices duly given and jurisdictional matters car- ried out and complied with according to law and the said maeting decided to incorporate as herein provided and the said presiding officer of such meeting and the two tellers or inspec- tors of election do hereby execute this certificate. Dated July 7, 1930, at Trumansburg, Tompkins County, State of New York. A. M. Durling, Presiding officer of said meeting STATE OF NEW YORK A. B. Skinner, Teller and inspector of COUNTY OF TOMPKINS ss: election VILLAGE OF TRUMANSBURG Frank Cornish, Teller and -inspector of election On this 7th day of July , in the year One thousand nine hundred and thirty, before me the subscriber, personally appeared A. M. Durling, A. B. Skinner and Frank Cornish, to me personally known to be the same persons described in and who executed the foregoing instru- ment, and they each duly acknowledged to me that they executed the same. A. S. Williams, Notary Public Trumansburg, New York April 9th, 1930 In accorance with notice which was read to the Church on Sunday, March 30th, and on Sunday, April 6th, 1930, a muting was called on April 9th, 1930 for the purpose of incorporating, electing trustees and selecting a corporate name for the church now known as the Calvary Baptist Church.A. M. Durling was=lected chairman. Meeting was opened with prayer by Mr. Skinner, The following officers were elected. Karl Ditzel C1=rk A. B. Skinner Teller Frank Cornish. Teller Motion made by Mr. Skinner, Seconded by Mr. E. Cornish that we incorporate as "The Calvary Baptist Church of Trumansburg, New York11 Motion carried by unanimous vote. Motion made by Mr. A. B. Skinner that the present four trustees remain in office. Seconded by Mr. E. Cornish, carried by unanimous vote. Motion made by Mr. F. H. Adams, Seconded by Mr. E. Cornish that Mr. M. Truman Smith be trustee for three years. No other nominations the chairman cast one ballot for Mr. Smith. Motion made by F. H. Adams, seconded by Mrs. Turkington that Mr.E.C. Cornish be trustee for three years, No other nominations the chairman cast one ballot for Mr. Cornish. Motion made by Mrs. A. M. Durling that meeting be adjourned. • U C • • • Minutes were read and corrected, Prayer by Mrs Turkingto . Muting declared adjourned. Trustees with terms of office as follows A. M. Durling, Chairman M. Truman Smith 3 years E. C. Cornish 3 years F. H. Adams 2 years A. M. Durling 2 years P. D. Fitzgerald 1 year Trum sburg, Tompkins County, New York L. P. Warren 1 year March 29, 1930 To the Officers and members of Calvary Baptist Church: A Special meeting of the Calvary Baptist Church will be held at the Church on Wednesday eirening,, April 9th, 1930 at 8:30 P. M. for the purpose of corporatiog said church, electing Tru tees thereto and selecting a corpor- ate name therefor. Signed A. B. Shlnner A. M. Durling F. H. Adams L. P. Warren P. D. Fitzgerald E. G. Cornish E. Cornish Recorded August 27, 1930 at 3:33 o'clock P. M. Certificate of Incorporation CERTIFICt"iTE OF INCORPORATION OF HAPPY VALLEY, INC. pur- of suant to the Membership Corporations Law. HAPPY VALLEY, INC. Pursuant to We, the undersigned, for the purpose of forming a mem- the Membership Corporations Law. bership corporation in accordance with the provisions of ----------------------------------X l the membership Corporation Law, do hereby certify: 1. The name of the proposed corporation is Happy Valley, Inc. 2. The purpose for which it is to be formed is: To establish and maintiin a center f r the progressive study and practice of the principles of health, education and religion, wita power to acquire, hold, convey, leate to or from other parties, purchase and sell real or pers nal property, to appropriate funds :and to furnish supplies and assistance to and for the use of "Happy Valley,Homesfl, and such •other agencies as its Board of Directors may from time t time decide; and to do every other lawful act or thing which in the judgment of the Board may facilitate the carrying into ef- fect of the purposes above set forth, or in any way increase the usefulness of this corporate 3. The territory in which its operations are principally to be conducted is the State of New York. 4. The city, village or town, and the county in which its office is to be located, is the village of Lisle, County of Broome and'State of New ork. 5. The number of its direct - tors shall be twenty-five. 6. The names and residences of the directors until the first annual meeting, and the street and number or other parti ular description of residence, of all such directory who reside in a city, are as follows: 1. Anna C. Edwards 2. Kdry E. Twitchell 3. Mary F. Edwards 4. Grace L. Edwards 5. Thomas H. McCauley 6. William H. Edwards 7. Richard H. Edwards 8. James A. Smith • 9. Webb H. York 10 Thomas. M. Taylor 11. Harriett Newhall 10 12. Boyd Edwards 13. Victor L. Butterfield 14. Ray Sweetman 15. Caroline Louise Curtis Brown 16.Alice Heston Merriam • 17.Caroline Biddle Malin 18. Bremner Crafts 19. James T . Ivory 20. George K. Smith 21. Robert L. Calhoun 22, Mrs. Martin D. Hardin 23. Hugh A. Moran 24 Muriel Brown 25. Carrie Wiltse Lisle, N. Y. Seta ket, N. Y. 1707�Ditmas Ave., Brooklyn, N. Y. Lisle, N. Y. 71 Washington Sq., So., New York 34 E. 51st St., New York, N. Y. Lisle, N. Y. Whit. Hotel, Lexington Ave., and 37th St. N .w York, N. Y. 102 rving Place, Ithaca, N. Y. 15 Rowley St., Rochester, N. Y. 571 Genessee St. Syracuse, N. Y. Mercersburg Academy, Mercersburg, Pa. Riverdale Country School, Riverdale, N.Y. 2 We t 45th St., New York, N..Y. Lisl�_eWitt , N. Y. 203 Ave., Ithaca, N. Y. 39811 Gosman Ave., Long Island City, N. Y. 13 Monroe Place, Brooklyn, N. Y. Security Mutual Bldg., Binghamton, N. Y. Gates Hall, University of Chicago, Chicago, Ill 523 Antral Ave., New Haven, Conn 122 iddy St., Ithaca, N. Y. 221 Eddy St., Ithaca, N. Y. Children's Service Bureau,Rochester, N. Y. 507 E. Seneca St., Ithaca, N. Y. 91 -7. All of the subscribers to this certificate and all of the persons named as Directors are of full age, and citizens of the United States, and at least a majority of them are residents of the State of New York. this 12th day of May, 1930. STATE OF NEW YORK ss: COUNTY OF QUEENS IN WITNESS WHEREOF, we have made and subscribed this certificate Mary E. Twitchell Mary I. Edwards Thomas H. McCauley Richard H. Edwards Wm. H. Edwards On this 13 day of May, 1930, before me personally came Mary E. Twitchell, Mary I. Edw- • ards, Thomas H. McCauley, Richard H. Edwards, Wm. H. Edwards to me personally known to be the same persons described in and who made and signed the foregoing certificate, and severally duly acknowledged to me that they made, signed and executed the same for the uses and purposes therein set forth. (SEAL) Miriam R. Bangert, Notary Public Notary Public Queens County, Queens County Clerkts No.1986 Mary E. Twitchell " " Register's " 333 • Mary I. Edwards Certificate filed in New York County,N.Y. County Clerk1s No.892 Thomas H. McCauley " " Register's f128619 Richard H. Edwards Commission Expires Burch 30, 1932 Wm. H. Edwards I, Leon C. Rhodes, Justice of the Supreme Court, do hereby approve the above certificate of incorporation of "Happy Valley, Inc.'? executed pursuant to the Membership Corporations Law. Date July loth, 1930 Leon C. Rhodes, Justice of the Supreme Court 4469 STATE OF NEW YORK I CERTIFY That I have compared the preceding copy with the orig- ss: DEPARTMENT OF STATE anal Certificate of Incorporation of Happy Valley, Inc. filed in this department on the llth day of September, 1930, and that such copy is a correct trans- cript therefrom and of the whole of such original. WITNESS my hand and the official Seal of the Department of State at the City of Albany, this eleventh day of September, one thousand nine hundred and thirty. (SEAL) Frank S. Sharp, Deputy Secretary of State. STATE OF NEW YORK FILED Sep . 11, 1930 Tax None Filing Fee $30 Edward J. Flynn, Secretary of State DEPARTMENT OF STATE By John F. Cox, Asst Cashier. Recorded September 13, 1930 at 11:02 o'clock A. M. • CT,FRK _ Certificate of Reclassification ASSOCIATED GAS AND ELECTRIC COMPANY of : Certificate of Reclassification of -Shares of Associated. Shares of Associated Gas & Elec. : Gas and Electric Company pursuant to Section Thirty -Six Company, Etc. : of the Stock Corporation Law. -----------------------------------X The undersigned, constituting the holder of record of all of the outstanding shares of Associated Gas and Electric Company entitled to vote on a re- classification of shares of said Associated Gas and Electric Company, pursuant to Section Thirty-six of the Stock Corporation Law, does hereby state: I. The name of the Corporation is Associated Gas and Electric Company. Said name has not been changed II. The Certificate of incorporation of said corporation was filed in the office of the Secretary of State on March 19, 1906. III. The total number of shares, including those previously authorized, which said Corp- oration may henceforth have is 11,000,000 shares, all of which are to be without par value. IV. Said shares are to be classified into $5 Dividend Series Preferred Stock, $5.50 Divi- dend Series Preferred Stock, $6. Dividend Series Preferred Stock, $6.50 Dividend Series Pre- ferred Stock, $7. Dividend Series Preferred Stock, Orginal Series Preferred Stock, Class A Stock, Class B Stock and Common Stock. 700,000 shares thereof consisting of the present authorized $5 Dividend Series Preferred Stock of 700,000 shares are to be $5 Dividend Series Preferred Stock; 15,000 shares thereof, consisting of the present authorized $5.50 Dividend Series Preferred Stock of 15,000 shares are to be $5.50 Dividend Series Preferred Stock; 55,000 shares thereof consisting of 55,000 shares of the present authorized $6 Dividend Series U • 93. Preferred Stock of 70,000 shares, are to be $6 Dividend Series Preferred Stock; 85,000 shares thereof, consisting of 85,000 shares of the present authorized $6.50, Dividend Series Prefer - ,red Stock of 100,000shares, are to be $6.50 Dividend Series Preferred Stock; 100,000 shares ,thereof including the present authorized $7 Dividend Series Preferred stock of 70,000 shares are to be $7 Dividend Series Preferred Stock; 45,000 shares thereof, consisting of the present • authorized Original Series Preferred Stock of 45,000 shares, are to be Original Series Pre- ferred Stock; 7,000,000 shares thereof, consisting of the present authorized Class A Stock of 7,000,000 shares, are to be Class A Stock; 1,000,000 sha�es thereof, consisting of the present authorized Class B Stock of 1,000,000 shares, are to be Class B Stock; and 2,000,000 shares thereof, consisting of the present authorized Common Stock of 2,000,000 shares, are to be • Common Stock. The designations, preferences, privileges, voting powers or restrictions or ,qualifications of and applicable to the $5 Dividend Seri s Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, 7 Dividend Series Preferred Stock, Original Seri�s Preferred Stock, Class A Stock, 81�rsa--Staek, Class B Stock and Common Stock, respectively, are as heretofore Authorized and are as follows: 1. The holders, respectively of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred.Stock, the $6.50 Divi dend Series Preferred Stock, the $7 Dividend Series Pref�rred Stock and the Original Series Preferred Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars ($5) per share per annum upon the $5 Dividend Series Preferred Stock, at ,the rate of Five Dollars and Fifty Cents ($5.50) per shae per annum upon the $5.50 Dividend Series Preferred Stock at the rate of Six Dollars ($6.00) per share per annum upon the $6 • Dividend Series Preferred Stock at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Dividend Series Preferred Stock ��at the rate of Seven DoI?ars (7.00) per share per annum upon the $7 Dividend Series Preferred Stock and at the rate of Three Dol- lars and Fifty Cents ($3.50) per share per annum upon the Original Series Preferred Stock and no more, payable semi-annually, quarterly or monthly, anta � on such dates respectively as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the dat- of the original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such shares shall be cumulative from the date of issu thereof, or -(b) before a dividend date and after .the date fixed by the Board of Directors for the taking of a record of the share - ,holders, for the dividend payable on such dividend date,�in which case the dividends on such shares shall be cumulative from the dividend date next succe6ding-the date of issue thereof. All such dividends shallbe paid or set apart before any Iividends upon the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart so that if dividends at said • rates, respectively, shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid on or set apart for the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, shallnot on any dividend date be sufficient to pay dividends of th'e prescribed amounts upon the Prefer- • red Stocks'(the term "Preferred Stocks" being here and 'hereinafter used to mean collectively the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Ser- ies Preferred Stock , $6.50 Dividend Series Preferred Sock, $7 Dividend Series Preferred Stock and Original Series Preferred Stock) . Qra1_- P-f-',#,k� , respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors, in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed ii 9411 cumulative dividend rate upon such class, respectively shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except protanto, the amount of dividends prescribed and cum- ulating. Whenever all cumulative dividends on the Preferred Stocks for all provious years and all dividends thereon for all previous periods (semi-annual, quarterly or monthly, as the cas;P may be) of the current year shall have been paid, or the Corporation shall have set aside andill appropriated from its surplus a sum sufficient for the payment thereof, the Board of Direc- tors may thereupon, but not otherwise, declare dividends on the Class A Stock the Class B Sto& and the Common Stock, payable then or thereafter out of any remaining surplus. None of the Preferred Stocks shall be entitled to participate in or receive any dividend or share of surplus, whether payable in cash., stock or property, in excess of theaforesaid cumulative dividends respectively; provided, however, that while, but only while the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of Directors, the Board of Directors in its discretion may but shall not be required to, declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original Series Preferred Stock, but not upon any other class of the Preferred Stocks, not exceeding in the aggregate fifty Cents (500) per share in any one calendar year, which additional divi- dends, if declared, may be paid or set apart before any dividends shall be paid or set -apart for the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders of tIr Class A Stock shall be entitled to receive from the surplus of the Corporation available for dividends, bit only as and when declared by the Board of Directors, dividends at the rate of Two Dollars ($2) per share per annum (hereinafter called ?'priority dividends on the Class A Stock1l), payable quarterly on February 1, May 1, August 1 and November 1 in each year, be- ginning with the quarterly dividend period ending May 1, 1925. Such dividends shall be non- cumulative, but shall be declared and paid or set aside from surplus in full in each quarter- ly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 3. Whenever the full priority dividends on the Class A Stock, at the rate specified in Subdivision 2 hereof, for the current quarterly dividend period shall have been paid or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon, during said quarterly dividend period, but not otherwise declare dividends on the Class B Stock, payable then or thereafter out of any remaining surplus at the rate of Two Dollars (42) per share per annum (hereinafter called 'priority dividends on the Class B Stock1l); provided, however, that the aggregate amount of priority dividends declared upon the Class B Stock pursuant to this Subdivision 3 for any such quarterly dividend period shall in no event exceed tl-eac- tual amount of priority dividends in the aggregate, paid on, or set aside or appropriated for the Class A Stock, for such quarterly dividend period pursuant to the provisions of Sub dividion 2 hereof. 4. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisi.Dns and 3 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside andl appropriated fro7 its surplus a sum sufficient for the payment thereof, the Board of Direc- I tors may thereupon declare additional non' -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided), Fifty Cents ($.50) per share for any one calendar year, payable out of any remaining surplus; provided however, that the aggregate amount of additional dividends declared upon the Class B Stock pursuant to this Subdivision 4 in any such quarterly dividend period shall in no event ex- ceed the actual amount of additional dividends in the aggregate, declared upon the Class A n LJ U n U • Stock in such quarterly dividend period pursuant to this Subdivision 4. Such additional I` 95 eft M en non -cumulative dividends of Fifty Cents ($.50) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividends shall be declared or paid or s^t aside from surplus in such calendar year upo� the Common Stock pursuant to the provisions of Subdivision 6 hereof. 5. Whenever the full priority dividends on tYe Class A Stock and the Class B Stock, permitted by tIm provisions'of Subdivisions 2 and 3 hereof for • the current quarterly dividend period, shell have been paid, or t-h-_ GoiTorat-I-on sera-1-I ha"_ b,e4an pa4A, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, and in case the act al amount of the priority dividends for such quarte* dividend period, in the aggregate, paid on, or set aside and appropriated " • for the Class A Stock, pursuant to the provisions of Su 'division 2 hereof shall exceed the ac- tual amount of the priority dividends for such quarter dividend period, in the aggregate, paid on, or set aside and appropriated for the Class B Sitock, pursuant to the provisions of Subdivision 3 he-9of, the Board of Directors may thereu�on (whether or not additional non -- cumulative dividends shall have been declared upon the Class A Stock and the Class B Stock pursuant to the provisions of Subdivison 4 hereof), butineed not, during such quarterly divi- dend period, but not otherwise, declare dividends on th�. Common Stock, and (to the extent, but only to the extent that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Shock declared for such quarterly divi- dend period pursuant to Subdivisions 3 and 4 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining Jurplus; provided, however, that the aggregate amount of dividends so declared on the Class Stock and the Common Stock pursuant to this Subdivision 5 shall not be greater than such excess. 6. Whenever in any quarterly dividend period priority dividends and additional non-c�mul.ative dividends shall have been • paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 2,3 and 4 he±°ecf, or the Corporation shad have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively, and whether or not dividends shall have been declared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 5 hereof, the Board of Directors may thereupon, but not other- wise, declare additional dividends on the Class A Stock and the Class B Stock and dividends on the Common Stock (in addition to dividends, if any, �eclared upon Common Stock pursuant to the provisions of Subdivision 5 hereof), to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly div�dend period pursuant to Subdivisions 2,3,4, and 5 hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pursuant to Sub ivision 4 hereof shall exceed in the aggregate the aggregate amount of additional dividends :eclared on the Class B Stock in such calendar year pursuant to Subdivision 4 hereof, no additional dividends shall be paid or de- clared in such calendar year on the Class A Stock pursu t to this Subdivision 6 unless and until in such calendar year dividends shall be declared, pursuant to this 6ubdivision-6, on the Common Stock and (subject to the limitations set fo th in Clause (c) of this Subdivision 6) on the Class B Stock, to an amount in the aggregate qual to such excess; (b) all divi- dends declared *pursuant to this Subdivision 6, other than dividends on the Common Stock and • the Class B Stock to the extent provided in Clause f P (a) � this Subdivision 6 shall be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggreg- ate amount of such dividends and (ii) the holders of th' Class B Stock and the holders of the Common Stock shall together rebbive the remaining one-h if of such dividends subjecthowever to the limitations set forth in the following Clause (c) of this Subdivision 6; and (c) in no 96 case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this Subdivision 6 at a rate per share greater than the excess of the rate per share of all dividends declared on the Common Stock in such quarterly divid- end period pursuant to this Subdivision 6 or Subdivision 5 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly dividend period pursuant to Sub-, divisions 3,4, and 5 hereof; nor shall any dividends be declared in any quarterly dividend period on the Common Stock pursuant to this Subdivision and Subdivision 5 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this Subdivision 6 and any other Subdivisions hereof: 7. The amount of surplus payable as dividends on the Class A Stock in any quarterly dividend per iod, pursuant to Subdivision 2 hereof, may be capitalized in whole or in part by the declar- ation in any such period of a dividend, payable in Class A Stock, issuer to the holders of Class A Stock. The amount of surplus payable as dividends on the Class B. Stock in any quar- terly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 5 of .Subdivision 6 hereof, may be capitalized in whole or in part by the declaration in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock pursuant to Subdivis- ion 4 or Subdivision 6 hereof ipay be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, other than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends, or to participate in the distribution of the assets of the Corporation upon: ,---liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The pro- visions of this Subdivision 7 are subject to the limitation, however, that no dividend pay- able in stock of any class, shall be declared,upon any class of stock unless, at the time of such declaration, cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing subdivisions hereof. The number of shares of each class of stock, re- spectively, to be issued in respect of any such dividend, shall be determined by the Board of Directors of the Corporation. In no event shall any dividend on any Class of stock other than Class B Stock be payable in Class B Stock. 8. In the event of any liquidation or dissolut-, ion or winding up (whether voluntary or involuntary) of the Corporation. (a) the holders of $5.50 Dividend Series Preferred Stock the $5 Dividend Series Preferred Stock,/$6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and 7 Dividend Series Preferred Stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share, and the holders of the Original Series Preferred' Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be,any surplus, before any amount shall be paid to or assets distributed among the holders of the Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively but not otherwise, the holders of the Class A Stock shall be entitled to'be paid the sum of Thirty-five Dollars ($35.) per share' before any amount shall be paid to or assets distributed among the holders of the Class B Stock and/or the Common Stock; and (c) after the payment to or setting aside for the holders • • • • D-7 M Rn .� of the Class A Stock of the amount above provided, but not otherwise, the holders of the Class B Stock shall be entitled to be paid pro rata, an mount equal to Thirty-five Dollars ($35) per share, but not exceeding in the aggregate the aggregate amount so paid to the hol- ders of the Class A Stock, before any further amount shad be paid to or distributed among the holders of the Class A Stock and before any amount shall be paid to or distributed to the • holders of the Common Stock; and (d) after the payment t� or setting aside for the holders of the Class B Stock of the amount above Provided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the ClassIA Stock pursuant to Paragraph (b) of this Subdivision 8 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock pursuant to Paragraph (c) of this Subdivision 8, the amount of such excess, • if any, shall be distributed wholly -and exclusively among and paid to the holders of the Com- mon Stock pro rata according to their respective shares, before any further amount shall be paid to or distributed among the holders of the Class A Stock; and (e) after the payment pro rata to or setting aside for the holders of Class B Stook of the amount, in the aggregate, above provided, and if any amount shall be distributable) to the holders of the Common Stock pursuant to Paragraph (d) of this Subdivision, after th payment pro rata to or the setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Class A Stock pro rata according to their respective shares, and the other one-half of said remaining assets and fun s shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to th?, '- respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision 8 prescribed therefor respectively, such assets and funds shall be distributed • to the holders of the Preferred Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for., such class, respectively shall be , the same 9. At the election of the Corporation to bedexercised by resolution of its Board of Directors, the $5 Dividend Series Preferred Stock the $5.50 Dividend Series Preferred Stock the $6 Dividend Series Preferred Stock, the $6.50 Divid�nd Series Pr§fsrred Stock, the $7 Dividend Series Preferred Stock and/or tie Original Series Preferred Stock in whole or in part may be redeemed at any time and from time to time, upon, thirty dayst previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors at the price for the $5 Dividend Series Preferred Stock'of One Hundred and Two Dollars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents ($102.50) per share, at the pri�e for the $6 Dividend Series Prefer- red Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred • Stock of One Hundred and Five Dollars ($105) per share �nd at the price for the -Original Series Preferred Stock of Sixty Dollars ($60) per share, together in each case, with the un- paid cumulative dividends thereon accrued to the date 4 redemption. In the event that a part and not the whole of any class of the Preferred Stocks shall be redeemed, tie shares to be redeemed shall be determined in such manner as shall be prescribed by the by laws or by • i resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made bythe Corporation in the payment of the redemption price pursuant to such notice) all dividends'on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corp- oration, except the right to receive the redemption price, shall cease and terminate. 10. Except as in this subdivision otherwise expressly provided no holder of stock of the Corpor- ation of whatever' class shall have any preferential or other right of subscription to any 9 S �I class of stock of the Corporation issued or to be issued or so-d, now or hereafter authorized or of any obligations convertable into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discretion may determine. Any shares or convertable obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or classes of stock at the time outstanding except that no shares of Class B Stock, so or Common Stock or obligations convertable into Class B Stock or Common Stock shall be/offered to others than the holders of Class B. Stock without the vote or written consent of the hold- ers of the majority of the Class B Stock at the time outstanding. Anything herein to the con- trary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized and to any obligations convertable into Class B Stock and/or Common Stock unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof without first offering the same to the holders of the Class B Stock for subscription. No such consent of the holders of.a majority of -t4xe&f- the Class B Stock shall operate as a waiver of said preferential right of subscript- ion except as to the shares of Class B Stock and/or Common Stock expressly specified in such consent. 11. The corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (including any class or classes of preferred stock hereinafter created and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Orig- inal Series Preferred Stock, and at least a majority, collectively of such of the holders of the outstanding shares of Original Series preferred Stock and such of the holders of the out- standing shares of $6 Dividend Series Preferred Stock, as shall vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the 37 Dividend Series Preferred Stock and the original series Preferred Stock shall not thereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or af- firmative vote of the holders of at least a majority of the sharps of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of shares, or (2) n into the same or a different number of shares with par value, or (3) if theretofore changed into shares with par value, into the same or a different number of shares without par value; provided that the aggregate dividends, the aggregate amount in the event of liquidation, dis- solution or winding up and the aggregate redemption price (if redeemable) to which the new shares, issuable in lieu of the then outstanding shares of any class, shall be entitled, shall',, be equal respectively to the aggregate dividends, the aggregate amount in the event of liquid j, ation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled and that each holder of • • • the then outstanding shares of the respective class shall be entitled to receive such proport- 99 ion of the new shares issuable in lieu of the then outstanding shares of such class as the number of then outstanding shares of such class held by him shall bear to the total number of shares of such class then outstanding, and provided further that otherwise such new shares shall have the same preferences, privileges, voting powers, restrictions and qualifications as the then outstanding shares of such class; and (c) to distinguish, by such designation or • iin such manner as it may determine, the several classes of stock at any time outstanding, in- cluding the classes herein created. Subject ony to the provisions of Subdivision 10 hereof, ,the corporation shall have power and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes, from time to time, as the Board of Direc- tors shall determine, and, in the absence of fraud iri th� transaction, for such consideration • as, from time to time, may be fixed by the Board of Dire tors. Any and all shares so issued "shall be deemed fully paid and non -assessable and the ho der of such shares shall not be liable to the Corporation or its creditors in respect thereto. The corporation shall have power and authority at any tine and from time to time in accordancl with law, to confer upon the hold- ers of the Preferred Stocks of the Corporation of any Class or Classes now or hereafter auth- orized and/or outstanding, the right and privilege of exlhanging or converting the same for or into shares of Preferred Stock bearing a lower divided rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such conditions as the Board of Directors may determine, and to authorize the issuance o such preferred Stock Class A Stock and/or Common Stock upon the excahnge or conversion of P eferred Stock as well as upon the exchange or conversion of bonds, debentures, debenture certificates, notes, certificates or 'evidences of indebtedness or other debt securities of the Corporation. The Relative prefer- ences, privileges and voting powers of the Class A Stock on the one hand and the Class B Stock and/or Common Stock on the other hand, shall not be chan�ed or amended so as to affect adverse- ly any of the rights of the holders of the Class A Stock without the written consent or affirm- ative vote of the holders.of at least a majority of the hares of Class A Stock at the time outstanding. 12. The Preferred Stocks, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/or pre erences herein created in favor of .the holders of the Preferred Stocks, the•Class A Stock and the. Common Stock, respectively, as aforesaid, the holders, respectively of the preferred Stocks, the Class A Stock and the Com- mon Stock shall and do hereby waive and relinquish, in favor of the:Class B Stock, and are } ';hereby specifically excluded from, all voice and vote in�the election of directors, in the management of the Corporation, in any proceeding for mortgaging its property and franchises pursuant to Section Sixteen, for conferring on the holdeir of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of (Stock to employees pursuant to Section Fourteen for guaranteeing the bends of another corporat 'ion pursuant to Section Nineteen for sale of franchises and property pursuant to Section Twenty • for change of purposes, powers or provisions, number of �irectors or location of office pursu- ant to Section Thirty-five, for establishing priorities or creating preferences among the sever- al classes of stock making any other changes in respect Df shares, capital stock or capital ,pursuant to Section Thirty-six (except as otherwise provided in Subdivision 11 hereof), for `consolidation pursuant to Section Eighty-six, or for voluntary dissolution pursuant to Section • One Hundred and Five of the Stock Corporation Law, or ursuant to an eamendments � p , p� y am amendment or to said sections or any of them or to any section or sections substituted therefor or to any other provision of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stockholders, now or hereafter provided by 100 law, the Preferred Stocks, Class A Stock and Common Stock being each specifically excluded from the right to vote in any such proceeding or upon or in respect of any such matter or ques- tion , as fully and with the same force and effect as if such proceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in and reserved to and for, the holders of the Class B Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the �5 Divid_nd Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Ten Dollars (�-*10.00) per share or in case default shall be made in the payment of cumulative divi- dends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars (�11.00) per share or in case default shall be made in the payry:ent of cumulative dividends on the $6 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shill equal at least Twelve Dollars ($12.00) per share, or in case default shall be made in the payment of cumulative dividends on the 06.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Thirteen Dollars ($13.00) per share, or in case default shall be made in the payment of cumulative dividends on the $7 Dividend Series Preferred Stock and tiie arrearages of cum- ulative dividends th_reon shall equal at least Fourteen Lollars ($14.00) per sharp or in case default shall be made in the payment of cumulative dividends on the >riginal Se ies Preferred Stock and the arrearages of cumulative divi-.ends thereon shall equal at least Seven Dollars ($7.00) per share then and thereupon duting but only during the continuance of such default, the holders of the Preferred Stocks, but not the holde-s of the Class A Stock or (unless per- mitted to vote pursuant to Paragraph (c) of this Subdivision 12) the holders of the Common Stock shall have the full voting rights on an equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside dur- ing the next preceding period of twenty-four consecutive calendar months, commencing not ear- lier than January 1, 1925, dividends on the Class A Stock outstanding during the whole of said period amounting to at least $4 per share in the aggregate, them and thereupon, but only until dividends shall be declared and paid upon or set aside for theClass A Stock aggregating 4 per share during a successive twenty-four months' period, the holders of the Class A Stock shall .have the voting power, to the exclusion of the holders of Class B. Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) Whenever the holders of a majority of the shares of Class B Stock at any time outstanding shall in person or by proxy, by vote at a meeting or instrument in writing consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meet- ings of stockholders, or generally for any period specified in such consent, then, whether or not the holders of the Preferred Stocks silall ti.en be entitled to vote the holders of the Stock shall have the right to vote, together with the holde--s of the Class B Stock, in i1common 'the proceeding or upon the matter or question or at the meeting or meetings or generally for p g p the period or periods s ecified in such cons�;nt, but not otherwise, on an equality with the holders of the Class 3 Stock and in the same mariner and with the same force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time. nothing herein is intended to fix the number of directors of the corporation or to prevent any increase or decrease ti.ereof by the holders of the Class B Stock. No holder of any class of the Preferred stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 12 and the preceding Subdivision 11) shall be entitled to notice of any meeting of stockholders, subject • n U M U • to conflicting statutory requirements, if any. Nothing herein shall prevent the Board of Direc- tors of the Corporation at any time from requ.Psting or obtaining the vote or consent of the IN 101 kf) M M holders of any class or classes of the Preferred Stocks and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or corIsent of a specified percentage of the outstanding capi- tal stock of the Corporation, without regard to the cla sification thereof, or a specified percentage of the outstanding shares of any one or more of such classes of stock; but nothing • herein shall, or is intended to, authorize or empower the Board of Directors to waive, relin- quish or impair the voting and other rights herein conf'rred upon the hold_rs of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be en- titled or permitted to vote as to any matter each holder thereof shall be entitled to one vote for each share held by him of the class or classes entitled or permitted to vote. Whenever • the holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any other mler, each holder of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each $100 which such holder is entitled to receive, in the event f dissolution, liquidation or winding up of the Corporation on the shares held by such holder und=r the provisions of Clause (b) of Subdivision 8 hereof in preference to the Class B Stock. In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Common Stock shall be permitted to vote s to any matter, each holder thereof shall be entitled to -_)ne vote for each share of such stock held by him. Whenever ai-d as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stockholders shall, upon the written request of the holders of record of not less than ten per cent of the shares of Class A Stock thencai standing, be called and held for the election of directors, and at such meeting the terms of office of all who may then be direc- • tors shall terminate and a new Board of Directors shall be elected, two thereof by the hold- ers of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rights of the Preferred Stocks to participate i:i such election if then entitled to vote. Whenever and as often as the right of the holders of Cl ss A Stock to elect two directors shall terminate the terms of office of the two director then in :office, elected by the hold- ers of the Class A Stock, shall thereupon expire and the vacancies shall be filled in the manner provided by the by-laws of the Uorporation. 13. Dividends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole discretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise provide, a dividend on any class of stock shall be payable only to holders f record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the date of declaration or the date of payment of such dividend, and no person not a holder of record of shares of such lass on such day shall be entitled to • participate in or receive such dividend, notwithstanding that he may have been a holder of shares of such class on the d�.te of the declaration of such dividend or may have become a holder of shares of such class prior to the d<ite for the payment of such dividend. For the purpose of determining the respective rights of the hol ers of Class A Stock and the holders • ofC lass B Stock and Common Stock in any distribution of surplus and/or assets, whether by div- idend or in the event of dissolution, liquidation or winding up, or otherwise, no sharps of Class A Stock at the time held by the Corporation, whet er cancelled or uncancelled shall be deemed to be outstanding; but this provision shall not :pply to any shares of Class A Stock held b any corporation, as ociation or trust all or a majority of whose shares or of any Class thereof having voting power, shall be held direct or indirectly by the Corporation, and such shares of Class A Stock shall be deemed Outstaliding for all purposes except the right to vote for the election of two directors, and,except as aforesaid, such holder of share: Class A Stock shall have the same rights as any other holders of shares of Class Stock. V. The statement respecting its capital contained in the certific.te of incorporation., as heretofore amended, is to remain unchanged and is as follows: "Henceforth, the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued sharps having par value, plus the aggregate amount of consideration received by the corporation for Itheissuance of shares without par value, plus such amounts, as from time to time, by resolu- tion of the Board of Directors may be transferred thereto." VI. The total number of shares which said Corporation is already authorized to issue is 11,000,000 shares, all of which are without par value. Of said 11, 000,000 shares already authorized, 700,000 shares are �,b Div" dend Series Preferred Stock, 15,000 shares are $5.50,Dividend Series Preferred Stock, 70,000 shares are $6 Dividend Series Preferred Stock, 100,000 Shares are $6.50 Dividend Series Prefer- red Stock, 70,000 shares are $7 Dividend Series Preferred Stock, 45,000 shares are Original Series Preferred Stock, 7,000,000shares are Class A Stock, 1,000,000 shares are Class B Stock and 2,000,000 shares are Common Stock. The designations, preferences, privileges and voting powers or restrictions or qualifications thereof or applicable thereto are in all respects the same as the designations, preferences, privileges and voting powers or res`.,rictions or qualifications thereof or applicable thereto as heretofore authorized and as set forth in Sub- divisions 1 to 13, inclusive, of Paragraph IV of this Certificate. VII. The number of shares of each class issued and outstanding is 393,250 shares of $5 Dividend Ss_­ies Preferred Stock, 0 shares of $,5.50 Dividend Series Preferred Stock 46,950 shares of wN Dividend Series Prefer- red Stock 83,151 shares of $6.50 Dividend Series Preferred Stock, 67,193 sharps of $7 Divid- end Series Preferred Stock, 43,083 sharps of Original Series Preferred Stock, 5,536,533 shares of Class A Stock, 599,381 shares of Class B Stock and 1,750,023 shares of Common Stock. I,l WITNESS WHEREOF, the and rsigned have made, subscribed and acknowledged this certificate the 22nd day of August, 1930. Name of Stockholder Number of Shares Associated Securities Corporation 599,381 Attest: By H. C. Hopson, Vice -President L. M. Nickl, Assistant Secretary (Corporate Seal) STATE OF NEW YORK ) On this 22nd day of August, 1930, before me came H. C. Hopson to ss: COUNTY OF NEW YORK ) me known, who, being by r:e duly sworn, did depose and say that he resides in the Borough of Manhattan, City and State of Ne,. York; that he is the Vice -Presi- dent of Associated Securities Corporation, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed I'to said instrument is such corporate seal; that it was so affixed by ord r of the Board of Directors of said corporation, and that he signed his name thereto by like order. h (SEAL) «. P. Ringressy, Notary Public Kings County Clerk'3 No. 683, N. Y. Co. Clkfs No. 871, Reg. No.]R-584 STATE OF' NEi YORK ) Commission expires lurch 30, 1931 ss: COUNTY OF NEW YORK ) H. M. Weatherell, being duly sworn, deposes and says, that she is an Assistant Secretary of Asssocia.ted Gas and Electric Company; that she resides in the City Bayonne and State of New Jersey; and that the person who executed the foregoing Certificate of Reclassification of Shares of Associated Gas and Electric Company, constitutes the holder of record of all the outstanding shares of said Associated Gas and Electric Company entitled to vote thereon. H. M. Weatherell Subscribed and sworn to before me this 22nd day of 'ugust, 1930 (SEAL) A. P. Ringressy, Notary Public, Kings County Clerkts No. 683, N. Y. Co. Clkts No. 871, Reg. No. 1R-584 Commission Expires March 30, 1931 • • • • • 103 • • STATE OF NEW YORK 4027 ss: DEPARTMENT OF STATE I Certify That I have compared the preceding copy with the original Certificate of Reclassification of Sharps of ASSOCIATED GAS AND ELECTRIC COMPANY filed in this department on the 25th day of August, 1930 and that such copy is a correct transcript therefrom and of the whale of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-fifth day of August, One thousand nine hundred and thirty.(SEAL) Frank S. Sharp, Deputy Oecretary of State (ENDORSED) ASSOCIATED GAS AND ELECTRIC COMPANY. Certificate of Reclassification of Shares of Associated Gas and Electric Company, Pursuant to Section Thirty-six of the Stock Corporat- ion Law_ Dated August 22, 1930_ STATE OF NEW YORK DEPARTUENT OF STATE FILED Aug. 25, 1930 TAX $ None FILING FEE $20 EDWARD J. FLYNN Recorded September 16, 1930 at 10 A. M. Secretary of Mate, By John F. Cox,Asst.Cashier. Certificate of Reclassification ; NEW YORK STATE ELECTRIC & GAS CORPORATION of CERTIFIC11TE OF RECLASSIFICATION OF SHARES, WITHOUT Shares, Without Par Value, of PAR VALUE, OF NEW YORK STATE ELECTRIC & GAS CORPOR- New York State Electric & Gas Corp Etc. ATION, PURSUAN TO SECTION 36 OF THE STOCK CORPORAT- -------------------------------------X ION LAW. The undersigned, constituting the holders of record of all of the outstanding shares of New York State Electric & Gas Corporation, pursuant to Section Thirty-six of the Stock Corporation Law, do hereby certify and State:. 1. The name of the Corporation is New York State Electric & Gas Corporation. The name und,r which it was originally incorporated was Ithaca Gas Light Company. 2. The Certificate of Incorporation of said Corporation was • filed in the office of the Secretary of State on Octobe 28, 1852. 3. The total number of shares which it is already authorized to issue is One Hundred and Fifty Thousand (150,000) shares, all of which are without par value. 4. The shares alr-_ady authorized are class - into ified/preferred stock and common stock. The number of sharps of preferred stock is Ninety Thousand (90,000) shares amd the number of shares of common stock is Sixty Thousand (60,000) shares. The designations, pref erences, privileges and voting powers or restrictions or quali- fications of and applicable to the preferred stock and ommon stock respectively, are as fol- lows: 1. The hold-.rs of the preferred stock shall be e titled to receive from the surplus of the Corporation available for dividends, but only if, as and when declared by the Board of Directors, divi tends at the rate of Seven Dollars ($7.00) p -r share per annum, and no i7iore, payable quarterly on the first day of January, April, July and October in each year. Such dividend for any quarterly dividend period shall be dec ared and paid or set aside from sur- plus in full for such quarterly dividend period at the rate hereinabove specified before any • dividend shall be declared or paid or set aside from surplus on the common stock in such quart=�rly dividend period. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay a dividend .Df the prescribed amount on the pre- ferred stock, then a dividend to the extent of such surplus as is available may, nevertheless be declared by the Board of Directors in its discretion, and such amount so declared shall be • divided pro rate among the shares of preferred stock then outstanding. Such dividends shall be non -cumulative, and whenever the Board of Directors shall have declared a dividend upon the preferred stock for any quarterly dividend period full at the rate hereinabove pres- cribed and shall have paid the same or set aside from the surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon „during said quarterly dividend period for which divid _nds on the preferred stock at the full Irate he2einabove prescribed shall have 204 been declared, but not otherwise, declare dividends on the common stock, payable then or there- after out of any remaining surplus. The preferred stock shall not be entitled to participate payable in or receive any dividends or share of surplus, whether/in cash, stock or property, in excess of the non -cumulative dividends declared by the Board of Directors at the rate he-einabove prescribed. 2. In the event of any liquidation, dissolution or winding up, (whether vol- untary or involuntary) of the Corporation and the distributi-)n among the stockholders thereof • of the assets of the Corporation remaining after the payment of creditors. (a) the holders of the preferred stock shall be entitled to be paid the sum of One Hundred Dollars ($100.00) per share, before anyamount shall be paid to, or assets distributed among, the holders of the common stock, and (b) after the payment to, or setting aside for, the holders of the pre- • ferred stock of the amount above provided,- but not otherwise, all of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the com- mon stock, pro rata,according to their respective shares. 3. At the election of the Corpor- ation to be exercised by resolution of its Board of Directors, the preferred stock, in whole or in part, may be redeemed at any time and from time to time on any dividend payment date, upon thirty days previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price of One Hundred Dollars ($100.00) per share, but without interest thereon. In the event that a part and not the whole of the pre- ferred stock shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be peescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption, (unless default shall be made by the Corporation in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemption shall cease and all rights of the holders there- of as stockholders of the Corporation, except the right to receive the redemption price (with- • out interest thereon as aforesaid) shall cease and terminate. 4. No holder of stock of the Corporation of whatever class, with the exception of the common stock, shall have any prefer- ential or other right of subscription to any shares of any class.of hock of the corporation issued or to be issued or sold, now or hereafter authorized,or to any obligations convertable into stock of the Corporation of any class other than such, if any, as the Board of Directors in its discretion may determine. No shares of stock or obligations convertible into stock of the corporation of any class shall be issued, sold or otherwise disposed of unless and until (a) the same shall have been first offered for subscription to the holders of the com- mon stock of the corporation upon such terms as the Board of Directors shall prescribe (not less favorable than any other offers received or to be received therefor) and the holders of common stock shall have failed or declined to subscribe for the same, or (b).the holders of a majority of the common stock shall have waived their right of subscription with respect thereto. 5. The holders of the preferred Stock shall not at any time be entitled to vote for the election of Directors or in the management of the corporation. The holders of the • common stock shall have the unqualified and unrestricted right at all time to vote for the election of Directors and in the management of the Corporation 5. The number of shares of each class issued and outstanding is Forty -One thousand eight hundred and Eighty-four (41,884) shares of preferred stock and Four thousand Six Hundred (4,600) shares of common stock. • 6. The statement respecting its capital contained in its Certificate of Incorporation, as heretofore amended, is to remain unchanged and is as follows: The Corporation shall carry on business with a stated capital consisting of the aggregate of the amounts received by it as a consideration for the issuance of its shares with no nominal or par value, the aggregate par value of all issued and outstanding shares, if any, having a moninal or par value and such additional amounts as from time to time may by resolution of the Board of Directors be trans- 1 kn an M 105 ferred thereto. 7. The total number of shares including those previously authorized, which • • • • the Corporation may henceforth have is One Hundred and Fifty Thousand (150,000) shares, all of which are to be without par value. 8, Said shares are to be classified into preferred stock and common stock. Ninety Thousand (90,000) shares thereof, consisting of the present authorized preferred stock of Ninety Thousand (90,000) shares, are to be preferred stock and Sixty Thousand (60,000) shares thereof, consisting of trip present authorized common stock of sixty Thousand (60,000) shares, are to be common stock. The designations, preferences, pri- vileges and voting powers or restrictions or qualifications of and applic-,_ble to the prefer- red stock and common stock respectively, are as follows: 1. The holders of the preferred entitled to receive from the surplus of the core ration stock shall be/available for dividends, but only if, as ad when declared by the board of Directors, dividends at the rate of Seven Dollars ($7.00)jper share per annum, and no more, payable quarterly on the first day of January, Airil, July and October in each year. Such dividend forany quarterly dividend period shall be declared and paid or set aside from sur- puls in full for such quarterly dividend period at the rate hereinabove specified before any on the common stock in such quarterly dividend period. If such surplus divi:.end shall be declared or paid or set aside from surplus,/�s determined by the Board of Directors, shall not on any dividend date be sufficient to pay a dividend of the prescribed amount on the preferred stock, then a dividend to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion, and such amount so declared shall be divided pro rata among the shares of preferred stock then outstanding. Such dividends shall be non -cumulative and wh-never the �oard of Dii-ectors shall have declared a dividend upon the preferred stock for any quarterly dividend period in full at the rate hereinabove prescribed and shall have been paid the same or set aside from the surplus a sum I sufficient for the payment thereof, the Board of Directors may the-ceupon, during said quart- erly dividend period for which dividends on the preferred stock at the full rate hereinabove prescrined shall have been declared, but not otherwise, declare dividends on the common stock, payable then or thereafter out of any remaining surplus. The preferred stock shall.. not be en- titled to participate in or receive any dividends or share of surplus, whether payable in cash stock or property, in excess of the non -cumulative dividends declared by the board of Directors at the rate hereinablve prescribed. 2. In the event of any liquidation, dissolution or wind- ing up (whether voluntary or involuntary) of the Corporations and the dist,,ibution among the stockholders thereof of the assets of the Corporation regaining after the payment of creditors (a) the holders of the preferred stock shall be entitled to be paid the sur; of One Hundred Dol- lars ($100.00) per share, before any amount shall be paid to, or assets distributed among the holders of the common stock, and (b) after the payment to, or setting aside for, the holders of the preferred stock of the amount above provided, but not otherwise, all of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the common stock, pro rata, according to their respective shares. 3. At the election of the Corporation to be exercised by resolution of its Board of Directors, the preferred stock, in whole or in part, may be redeemed at any time and from time to time on any dividend payment date, upon thirty days previous notice given in such manner as may be prescribed by the by-laws or by resolution of the board of Directors, at the price of One Hundred Dollars ($100.00_ per shares, but without inter°est thereon. In the event that a part, and not the whole of the pre- ferred stock shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall by made by the Cororation in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemption shall cease and all rights of the holders there- of as stockholders of the corporation, except the right to receive the redemption price (with- 10 out interest thereon as aforesaid) shall cease and terminate. 4. No holder of stock of the Corporation of whatever class, with the exception of the common stock, shall have any prefer- ential or oti,er right of subscription to any shares of any class of stock of the Corporation issued or to be issued or sold now or hereafter authorized, or to any obligations convertable into stock of the Corporation of any class other than such, if any, as the Board of Directors in its discretion may determine. No shares of stock or obligations converta.ble into stock of • the Corporation of any class shall be issued, sold or otherwise disposed of unless and until (a) the same shall have been first offered for subscription to the holders of the common stock of the corporation upon such terms as the Board of Directors shall )rescribe (not less favor- able than any other offers received or to be received therefor) and the holders of common stock shall have failed or declined to subscribe for the same, or, (b) the holders of a maj- • ority of the common stock shall have waived their right of subscription Yvitii respect thereto. 5. The preferr-=d stock shall be non -voting and in consideration of the preferences he—.•ein created in favor of the holders of the preferred stock, as aforesaid, the holders of the pre- ferred stock shall and do hereby waive and relinquish, in favor of the common stock, and are hereby specifically excluded from, all voice and vote in the election of directors, in the management of the corporation, in any proceeding for mortgaging its property and franchises pursuant to section sixteen, for guaranteeing the bonds of another corporation.pursuant to section nineteen, for sale of its franchises and property pursuant to section twenty, for establishing priorities or creating preferences among its several classes of stock pursuant to section thirty-six for -consolidation pursuant to section eighty-six or for voluntary dis- solution pursuant to section one hundred and five, of the Stock Corporation Law, or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substituted therefor or to any other provision of law now or he ,eafter in force, or for ch,-Mge • of name pursuant to the General Corporation on Law or an other law or in an other � P p y , y provision or upon or in respect of any other matter or question re:uiring the vote or consent of stock- holders, now or hereafter provided by law, the preferred stock being specifically excluded from the right to vote in any such proceeding or up.)n or in respect of any such matter or qus- tion as fully and with the same force and effect as if such proceeding, matter or question were expressly named herein; all such voice and vote being hereby expressly vested exclusively in, and reserved to and for the holders of the common stock. In WITNESS WHEREOF, the undersigned have made, subscribed and acknowledged this certificate this llth day of August, 1930. S �n New York Electric Company, By E. T. Edmonds, Vice President (SEAL) Attest: Sgn E. Weinberger, Asst Secretary ASSOClkTED GAS AND ELECTRIC COIV!PkfvY Sgn By Ali. C. O'Keeffe, Vice President (SEAL) Attest: Sgn H. M. Wetherell, Assistant Secretary STATE OF NEW YORK On this llth day of August, 1930, before me came E. T. Edmonds to ss: COUNTY OF NEN YORE me known, who being by me duly sworn, did depose and say that he resides in the Borough of • of Manhattan, City,County and State of New York; t1lat he is a Vice Presid nt of New York Elec- tric Company, the corporation described in and which executed the foregoing instrument, that he knows the seal of said corporation; that the seal affixed to said insirument is such corp- orate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto by like order. • (SEAL) Joseph A. Shields, Joseph A. Shiends Notary Public. Queens Co. Clerk's No. 1658, Registers No. 1039 1932 N. Y. Co. Clerk's 1o. 62, Registerts No. 2-8-31. Commission Expires March 30,/ STATE OF NEW YORK ) On this llth day of August, 1930, before me came, M. C. OtKeef e SS: COUNTY OF NE'.',,' YORK ) to me known, who being by me duly sworn, did depose and say that she resides in the Borough of Manhattan, City, County and State of New York that she is a Vice President of Associated Gas and Electric Cor:pany, the corporation described in and which ex- 107 �n M ecuted the foregoing instrument; that she knows the s^al of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that she signed her name thereto by like order. (SEAL) Joseph A. Shields, Joseph A. Shields Notary Public, Queer-s Co. Clerk's No. 1658, Register's No. 1039 N. Y. Co. Clerk's No. 62, Register's No. 2-8-31. Commission Expires March 30, 1932 • STATE OF' NEW, YORK H. M. Weatherell, being duly sworn, deposes and says, that she ss: COUNTY OF NEW YORK is the Assistant Secretary of New York State Electric & Gas Corp- oration; that she resides irl the City of Bayonne, Hudson County, State of New Jersey, and that the corporations which executed the foregoing certificate of reclassification of shares of New York State Electric & Gas Corporation, constttutes the holders of record of all the • outstanding shares of said New York State Electric & Gas Corporation. Subscribed and sworn to before me Sgn M. Wetherell this llth day of August, 1930 (SIi,AL) Joseph A. Shields Joseph A. Shields, Notary Public. Queens Co. Clerk's No. 1"58 Register's No. 1039. N. Y. Co. Clerk's No. 62, Register's No. 2-8-31. Commission Expires Larch 30, 1932 STATE OF NEW YORK ) 3916 ss: I Certify That I have compared the preceding copy with DEPARTMENT OF STATE ) the original Certificate of Reclassification of Shares of New York State Electric & Gas Corporation, filed in this department on the 14th day of August, 1930 and that such copy is a correct transcript therefrom and of the whole of such original WITNESS my hand and the offici_Ll se_,l of the Department of State at the City of Albany, this fourteenth day of August, one thousand nine hundred and thirty. (SEAL) Frank S. Sharp, Deputy Secretary of State. (ENDORSED) Certificate or Reclassification of snares without par value of New York State • Electric & Gas Corporation STATE OF NE'N YORK DEPARTI',7NT OF STATE FILED Aug. 14, 1930 TAX 4 None FILING FEE $20 EDWARD J. FLYNN, Secretary of State By John F. Cox, Asst Cashier Filed and recorded September 19, 1930 at 12:00 otclock M. Certificate of Incorporation : CERTIFICATE OF INCORPORATION OF EMPIRE STATE CULVERT of CORPORATION Empire State Culvert Corporation Pursuant to Article Two of the State Corporation Law ------------------------------------X We, the undersigned, Stephen H. Clapp. Pearl A. Clapp and Raymond A. Clapp, residing in the Village of Groton, in the County of Tompkins and State - of New York, for the purpose of forming a corporation pursuant to Article Two of the Stock Corporation Law of the State of New York, do hereby certify:- 1. The name of the corporation shall be EMPIRE STATE CULVERT CORPORATION. 2. The purposes for which it is to be formed are: (a) To purchase materials and equipment and to manufacture and sell corrugated culverts; to purchase or manufacture and sell road building supplies and equipment, bridge mate-_°ials • structural iron or steel and other building and construction materials, supplies and machineiy (b) To acquire and hold patents and trade marks cover ng the manufacture and sale of its products, and to dispose of the same and of licenses der such patents. (c) To purchase, ac- quire, hold and dispose of bonds, notes or choses in action of any per>on or persons, partner- • ship or corporation, do_estic or foreign, and to purch�se, acquire hold and dispose of the stock, bonds and other evidences of indebtedness of an� corporation engaged in the same or similar lines of business, domestic or foreign, and to issue in exchange therefor its stock corporation and to contract debts when necessary in the or other obligations. (d) To borrow money on the faith and credit of the/management and trans- action of its business, or for the exercise of its corporate rights, privileges and franch- ises or for any other lawful purpose. (e) To acquire, hold, mortgage, lease and sell real 10S property when necessary in the exercise of its corporate privileges, rights and purposes ac- cording to law. 3.The amount of the capital stock shall be twenty-five Thousand Dollars ($25,000.00) and shall consist of Two Hundred and Fifty (250) shares of the par valise of One Hundred Dollars ($100.00) each, full paid and non -assessable. 4.All the stock of this Corpora- tion shall be common stock and the shares thereof shall be issued as such and shall be other- wise unclassified and without preference as to powers or earnings.5.The office of this corpor- ation shall be in the Village of Groton, in the County of Tompkins and State of New York, and shall be at 104 South Street, in said Village-6-The duration of the Corporation shall be per- petual. 7-The number of the Directors of the Corporation shall be not less than three (3) nor more than five (5). 8-The names and the post office addresses of the Directors until the first annual meeting of the stockholders are: Stephen H. Clapp 319 Elm Street, Groton, New York Pearl A. Clapp 319 Elm Street, Groton, New York Raymond A. Clapp 319 Elm Street, Groton, N. Y. 9. The name and post office address of each subscriber of this certificate of incorporation and a statement of the number of shares which each agrees to take in the corporation are as follows: Stephen H. Clapp nd 319 Elm Street, Groton, New York Ten (10) shares Pearl A. Clapp 319 hlm Street, Groton, New York Ten (10) shares R A C1 319 Elm Stront Groton Now York Ton (10) sharins 10. aymo ape , , All of the subscribers of this certificate are of full age, citizens of the United States and residents of the State of New York and all of the persons named -above as directors of this corporation are citizens of the United States, of full age and residents of the State of New York.11•The meetings of the board of Directors shall be held only within the State of New York. IN WITNESS WHEREOF we have made and subscribed this certificate in triplicate this 16th day of September, 1930. Stephen H. Clapp STATE OF NEW YORK ss: COUNTY OF TOMPKINS Pearl A . Clapp Raymond A. Clapp On this 16th day of September, A.D. 1930, before me the subscriber, personally came Stephen H. Clapp, Pearl A. Clapp and Raymond A. Clapp, to me known and known to me to be the persons described in and who executed the foregoing certificate of incorporation and they there- upon severally duly acknowledged to me that they executed the same. Rexford R. Chatterton, Rexford R. Chatterton,, Notary Public EDWARD J. FLYNN, Secretary of State HAROLD J. FISHER, Cashier LYMAN H. HURD, General Auditor JOHN F. COX, Asstt Cashier STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF FINANCE AND AUDIT Albany, September 18, 1930 Received from Empire State Culvert Corporation Twelve & 50/100 Dollars in payment of tax under' section 180 of the Tax Law, as follows: 1/20 of 1 per cent on $25,000 consisting of 250 shares', par value $100 each $12.50. Five Cents per share on ----- shares without par value $ By John F. Cox, Asst. Cashier. Recorded Sept. 23, 1930 at 1:55 o'clock P. M. CLERK _ ' Certificate of Incorporation CERTIFICATE OF INCORPORATION OF CAMP OTTER, INC. of Pursu,- to Article Two of the Stock Corporation Law. � Camp Otter, Inc. We, the undersigned, subscribers, desiring to form a corp- -------------------------------- X oration pursuant to Article Two of the Stock Corporation Lavis of the State of New York, certify: 1. That the name of the proposed corporation shall be Camp Otter, Inc. 2. The purposes for which this corporation is to be formed are as fol- 1 0 9 E • W lows: 1. To conduct a camp or camps for boys, girls or adults, of any kind or description, at any season or seasons of the year at any place or plac�'s teat may be chosen, to raise, man- ufacture, buy sell, dist--ibute, import or export or otherwise deal in all kinds of produce, goods, supplies, equipment, tools or other material used in the operation of said camps or us- ed for any other purposes; also to own, lease or acquire any and all property, real and person- al, necessary or convenient for such purposes. 2. To purchase or otherwise acquire all or any part of the business, good will, rights, property and assets of all kinds and assume all or any part of the liabilites of any corporation, association, partenership or person engaged in any business included in the foregoing purposes and objects or to take over the same as a going concern. 3. To`purchase or otherwise acquire real estate, and leaseholds or any in- terest therein in addition to such as hereinbefore expressed and to own; hold, improve, sell and deal in the same. 4. To purchase or otherwise acquire real and personal property of any and all kinds that may lawfully be held by a business corporation and particularly shares of stock, mortgages, bonds debentures and other securities,'merchandise, trade marks, trade names,'brands, labels, patents, cavoats, and patent rights, licenses, grants and concessions, (copyrights and manuscripts. 5. To make, accept, endorsol, execute and issue promissory notes , bills of exchange, bonds debentures and other obligations for any purposein or about the busi- i ,ness of the Company and to secure payment of such obligations by mortgage, pledge, deed or !I trust or otherwise. 6. To do all and everything necessary, suitable and proper for the fur- ,therance of any of the objects or powers as hereinbeforelset forth either alone or associated with other corporations, firms or individuals. 3. The amount of capital stock is Seventy thousand dollars ($70.000) consisting of 700 shares of common stock of the par value of One hundred dollars ($100.00) per share. 4. The office of this corporation is to be located in 'the City of Ithaca, County of Tompkins and State of New �ork. 5. The duration of the said • corporation is to be perpetual. 6. The number of directors is to be not less than three nor 'i more than fifteen. 7. The names and post office addresses of the directors until the first 4nnual meeting of the stockholders are as follows: NAME Robe -t C. Hubbard Ralph B. Pomeroy E. B. White POST OFFICE ADDRESS 205 Ithaca Rd Ithaca, N. Y. Llewelyn Park, West Orange, New Jersey 16 East 8th St., New York City. !8. The names and post office addresses. of each subscriber to this Certificate of Incorporation,, and the number of shares which each agrees to take is as follows: NAME P . 0. ADDRESS N 0 . OF SHARES li Robert C. Hubbard 205 Ithaca Rd. Ithaca, 398 N. Y. Willard T. Bushman 84 Claremont Ave., Buffalol, N. Y. 1 !I Caroline Anthony 748 Glenwood Ave., Buffalo, N. Y. I • i9. All of the subscribers of this Certificate and the directors of this Corporation are of i full age and all of them are citizens' of the United States and residents of the State of New ork. IN WITNESS WHEREOF, we have made, subscribed, acln2owledged and filed this Certificate in triplicate this 24th day of September, 1930. Robert C. Hubbard L. S. •''STATE OF NEW YORK Willard T. Bushman L. S. COUNTY OF ERIE ss: PITY OF BUFFALO Caroline �nthony L. S. On this 24th day of September, in the year 1930 persl'onally appeared Robert C. Hubbard, Willard T. Bushman and Caroline Anthony, to me known and known to me to be the three incorpor- ators described in and who executed the foregoing Certificate and they severally acknowledged to me that they executed the same. James B. Wilson, Commissioner of Deeds, Buffalo, N. Y. i EDWARD J. FLYNN, Secretary of State HAROLD J. FISHER, Cashier LYMAN H. HURD, General Auditor JOMN F. COX, Assrt Cahhier STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF FINANCE AND AUDIT ALBANY, September 24, 1930 Received from CAMP OTTER, INC. THIRTY FIVE DOLLARS in payment of tax under section 180 of the Tax Law, as follows: 1/20 of 1 per cent on $70,000 consisting of 700 shares par value $100 • each $35.00 By John F. Cox, Asst Cashier. Recorded September 29, 1930 at 11:08 o1clock A. M. V CLERK, Certificate of Incorporation Certificate of Incorporation of State Street Garage, Inc. of : pursuant to Article 2 of the Stock Corporation Law. • State Street Garage, Inc. We, the undersigned, for the purpose of forming a corpora- ------------------------------- X tion pursuant to Article Two of the Stock Corporation Law of the State of New York, certify: FIRST, The Name of the corporation shall be State Street Garage, Inc. SECOND, The purposes for which it is to be formed are as follows: To store, care for, rapair, let operate for hire, assemble, purchase, rent, exhibit, demonstrate, distribute' sell, exchange and deal in motor vehicles of all kinds including automobiles, motor trucks, trailers, tractors, motorcycles, boats, motorboats, aircraft, vehicles of all kinds, motors, ehgines, chassis, bodies, tires, sighting and starting systems, and any and all parts, acces- sories, fuel including gasoline and kerosene, supplies, and oils and greases; to repair and overhaul motor vehicles of all kinds including automobiles, automobile trucks and tractors. To acquire real property by purchase, lease or otherwise; to erect, repair and maintain gagrages, automobile filling stations, storage buildings, repair shops or other structures; and to buy, sell, deal in any and all articles customarily dealt in thereat. To borrow or raise money for the purposes of this corporation; and to secure the same and any interest thereon or for any other proper corporate purpose, to mortgage all or any part of the now or hereafter acquired real and/or personal property, rights and franchises of the company; and to issue notes, bonds, mortgages, debentures and other evidences of indebtedness. To sell or exchange all or any part of the property, asserts, good will, and business of the corporation, and to accept in payment or exchange therefor, the stocks, bonds or other securities of any other corporation, either domestic or foreign. To purchase, acquire, hold, assign, pledge, sell, hypothecate, or otherwise dispose of bonds, notes, mortgages, choses in action, or other" evidences of indebtedness of any person or persons, partnership,or corporation, domestic or foreign, and stock and script of corpotation of all kinds, foreign or domestic. To use its surplus earnings or accumulated profits in the purchase or acquisition of its own capital stock from time to time as its board of directors shall determine, and to hold such capital stock so purchased if the directors so determine in the treasury of the company as treasury stock, to be thereafter disposed of in such manner as t_.e directors shall deem proper. To do all and everything necessary, suitable, useful, or proper, for the accomplishment of arty of the purposes or of the attainment of any of the objects, or the furtherance of any of the powers hereinbefore set forth, as principal or agent, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incid- ental or appurtenant to, or growing out of, or connected with, any of the aforesaid purposes, r objects, or powers, or any part or parts thereof, and to do any such acts or things to the same extent and as fully as natural persons might or could do in any part of the world. THIRD. The total number of shares that may be issued is 250, all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having,par value, plus 01.00 in respect to every issued share without par value, plus such amount as, from time to time, by -resolution of the Board of Directors, may be • n U 11.L a transferred thereto. FOURTH. The shares shall all be common. FIFTH. The office of the corporation shall be located in the City of Ithaca, County of Tompkins., and State of New i York. SIXTH. The duration of the corporation shall be perpetual. SEVENTH. The number of directors shall be not less than three nor more than fivi. EIGHTH. The names and post addresses of the directors, until the first annual'meeting of the stock holders are: Names Post Of ice Addresses. • Doris Danns 1 Savings Bank Bldg., Ithaca, N. Y. J. F. O'Connor 1 Savings Bank Bldg., Ithaca, N. Y. Allan H. Treman 1 Savings Bak Bldg., Ithaca, N. Y. NINTH. The names and the post addresses of each'subscriber of this certificate of incorporation and a statement of the number of shares 9 ch agrees. to take in the corporation are as follows: Name Post Office Address No. of Shares Doris Danns 1 Savings Bank Bldg., Ithaca, N. Y. 1 J. F. 0lConnor 1 Savings Bank Bldg., Ithaca, N. Y. 1 Allan H. Treman 1 Savings Bank Bldg., Ithaca„ N. Y. 1 1 TENTH. All the subscribers of this certificate are of full age; at least two-thirds of them are citizens of the United States; at least one of them lis a resi,-Ji nt of the State of New York; and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York. IN WITNESS WHEREOF, we have made, signed and ack- nowledged this certificate of incorporation in triplicate this 9th day of October, 1930. STATE OF NEW YORK Doris Danns L. S. COUNTY OF TOMPKINS ss: J. F. O'Connor L. S. CITY OF ITHACA Allan H. Treman L. S. On this 9th day of October, 1930, before me, the subscriber, personally appeared Doris Danns, J. F. O'Connor and Allan H. Treman to me known and known to me to be the same persons described in and who executed the foregoing instrument, and they severally acknowledged to • me that they executed the same. R. E. Cople�, Notary Public • • Edward J. Flynn, Secretary of State Harold J. Fisher, Cashier Lyman H. Hurd, General Auditor John F. Cox, Ass1t Cashier STATE OF NEW YORK DEPARTMENT OF STATE DIVISION O� FINiUICE AND AUDIT Albany, October 14, 1930 Received from STATE STREET GARAGE, Inc. Twelve & 50/1001Dollars in payment of tax under sec- tion 180 of the Tax Law, as follows: 1/20 of 1 per cent on $ ------ consisting of ---- sharps par value ----- each $------. Five Cents per share on 250 shares without par value $12.50 By John F. Cox, Asst Cashier Recorded October 15, 1930 at 4:05 P. M. Certificate of Incorporation CERTIFICATE OF INCORPORATION of ERIE J. FILLER & CO. INC of Pursuant to Article II of the Stock Corporation Law, we Erie J. Miller & Co. Inc. the undersigned, desiring to form a corporation pursuant --------------------------------X to Article II of the Stock Corporation Law of the State of New York do hereby make, subscribe and acknowledge this certificate for that purpose as follows: 1. The name of the proposed corporation is EiRIE J. MILLER & CO. Inc. 2. The purposes for which it is to be formed are as follows: The sale of various kinds of motors, engines, machines and other machinery and contkivances�for the generation of steam , elect- ricity, gas and other forms of power now known or which may Hereafter be discovered; the sale of cars, wagons, boats and vehicles of every kind and description for the transmission of persons or goods, whether the same shall be propelled by motors, engines, machines or other contrivances operated by means of steam electkicity gasoline or other forms of power; the sale of machinery, machine supplies and engineering appliances, electrical equipment inclui- ing radio outfits, refrigerators and all manner of machinery or contrivances operated, run, and controlled by the use of electricity, and the acquisition and sale of inventions, patent rights, letters patent and trade marks covering any and all of the articles to be dealt in by said corporation; to manufacture, purchase or otherwise acquire, and to sell store, ex- change or otherwise deal in machinery, vehicles motors and engines of all kinds and descrip- tion, parts of such motor vehicles, engines or motors all kinds of motor accessories and all kinds and varieties of types making up and appurtaining to motor vehicles and engines, and generally to transact and carry on any business or operations incidental to the foregoing activities, and to buy, sell and deal in all goods, wares and merchandise necessary and in- cidental to the building, operation, repair maintenance and equipment of motor vehicles, motors, engines and accessories. 3. The capital stock is to consist of 500 shares having Ii no par value, all of which are to be of the same class. 4. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all such shares having par value, plus the aggregate amount of the consideration received by the corporation for the shares without par value, plus such amounts as from time to time, by resolution of the Board of Directors, may be transferred thereto. 5. The office of the corporation is to be lo- cated in the City of Ithaca, County of Tompkins and State of New York. 6. That its duration is to be perpetual. 7. The number of directors is to be three. 8. The names and addresses of the directors until the first annual meeting of the Board of Directors are as follows: Erie J. Miller, 106 W. Green St., Ithaca, N. Y. Harold E. Simpson, Savings Bank Bldg., Ithaca, N. Y. William Dicker, Savings Bank Bldg., Ithaca, N. Y. 9. The names and Post Office addresses of the subscribers of this certificate of incorpor- ation and a statement of the number of shares of stock which each agrees to take are as fol- lows: Name Address No. of Shares Erie J. Miller 106 W. Green St., Ithaca, N. Y. 3 Harold E. Simpson, Savings Bank Bldg., Ithaca, N.Y. 1 William Dicker Savings Bank B1dg.,Ithaca, N. Y. 1 10. All of the subscribers of this certificate are of full age and at least 2/3 of them are citizens of the United States and at least one of them is a resident of the State of New York All of the persons named as directors are of full age and at least one of them is a citizen of the United States and a resident of the State of New York. Ili WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate in duplicate the 19th day of November, 1930. STATE OF NEW YORK Erie J. Miller L. S. ss: Harold E. Simpson L. S. COUNTY OF TOMPKINS William Dicker L. S. On this 19th day of November, 1930, before me the subscriber personally came, Erie J. Miller, Harold E. Simpson, and William Dicker to me known to be the persons mentioned and described in the foregoing instrument, and they severally acknowledged to me that they ex- ecuted the same. Beatrice V. Pa.rlett, Notary Public Recorded November 21, 1930 at 10:55 A. M. CLERK Certificate of Increase and Re- ASSOCIATED GAS AND ELECTRIC COMPANY classification of Shares Certificate of Increase and Reclassification of Shares of of Associated Gas and Electric Company, Pursuant to Associated Gas & Electric Co., etc. Section Thirty-six of the Stock Corporation Law. --------------------------------------X The undersigned, constituting the holder of record.7 i� of all of the outstanding shares of Associated Gas and Electric Company entitled to vote on a. reclassification of shares of said Associated Gas and Electric Company pursuant to Section Thirty-six of the Stock Corporation Law, does hereby state: 1. The name of the Corporation LJ LI n LJ is Associated Gas and Electric Company. Said name has net been changed. II. The certificate '113 • • ,of incorporation of said corporation was filed in the office of the Secretary of State on March 19, 1906. III. The total number of shares, including those previously authorized, which said Corporation may henceforth have is 12,000,000Ishares, all of which are to be with- out par value. IV. Said shares are to be classified into $5 Dividend Series Preferred Stock i$5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred Stock, Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock. 450,000 shares 'thereof, consisting of 450,000 shares of the present authorized $5 Dividend Series Preferred !Stock of 700,000 shares are to be $5 Dividend Series Preferred Stock, 15,000 shares thereof, consisting of the present authorized $5.50 Dividend Series Preferred Stock of 15,000 shares, are to be $5.50 Dividend Series Preferred Stock; 55,000 shares thereof, consisting of the present authorized $6 Dividend Series Preferred Stock of 55,000 shares, are to be $6 Diitid- end Series Preferred Stock; 85,000 shares thereof, consisting of the present authorized $6.50 Dividend Series Preferred Stock of 85,000 shares, are to;be $6.50 Dividend Series Preferred IlStock; 100,000 shares thereof, consisting of the present authorized $7 Dividend Series Prefer - of 100,00 shares, are to be $7 Dividend Series Pfeferred Stock bred Stock;/45,000 shares thereof consisting of the present authorized Original Series Prefer- . ,;red Stock of 45,000 shares are to be Original Series Preferred Stock, 1,250,000 shares thereof are to be Cumulative Preference Stock; 7,000,000 shares ;`thereof, consisting of the present authorized Class A Stock of 7,000,000 shares, are to be Class A Stock; 1,000,000 shares there- of, consisting of the present authorized Class B.Stock of 1,000,000 shares, are to be Class B Stock; and 2,000,000 shares thereof, consisting of the present authorized Common Stock of 2,000,000 shares are to be Common Stock. The designations, preferences, privileges, voting powers or restrictions or qualifications of and applicable to the'$5 Dividend Series Prefer- red Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 $7 Dividend Series Preferred ,stock., Original Series Preferred Stock; Dividend Series Preferred Stock,/Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock,. respectively, are as follows: 1.. The holders, respectively, of the $5 Divi- dend Series Preferred Stock, the $5.50 Dividend -Series Preferred Stock, the $6 Dividend.Series !Preferred Stock the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall be entitled to receive from the surplus �'of the corporation available for dividends, but only asjand when declared by the Board of Directors, fixed dividends at the rate of Five Dollars ($5) per share per annum upon the $5 ,Dividend Series Preferred Stock, at the rate of Five Dollars and Fifty Cents ($5.50) per :share per annum upon the $5.50 Dividend Series Preferred Stock, at the rate of Six Dollars ($6.00) per share per annum upon the $6 Dividend Series,Preferred Stock,�&t the pate ef- SiM BO;1&pa ($4T49} pep a ape gee► af±Rum ttp&r3 tAe $6 SeplAs RpefePr?ci Steek) at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Dividend Series i;Preferred Stock, at the rate of Seven Dollars ($7.00) per share per annum upon the $7 Divi- • i! dend series Preferred Stock and at the rate of Three Dollars and Fifty Cents ($3.50) per share per annum upon the Original Series Preferred Stock and no more payable semi-annually „quarterly or monthly and on such dates, respectively, as the Board of Directors shall from ,time to time determine. Said dividends, respectively, shall be cumulative from the dividend • ,!date next preceding the date of the original issue of etch share thereof, unless such share ,shall be issued (a) on a dividend date, in which case the dividends on such shares shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the divi- in which case the dividends on such shares shall by cumulative from the dividend date dend payable on such dividend date/next sucaeding the date of issue thereof. All such divid- ends shall be paid or set apart before any dividends upon the Cumulative Preference Stock, the I Class A Stock, the Class B Stock andlor the Common Stock shall be paid or set apart, so that if dividends at said rates, respectively, shall not have been so paid, th- deficiency shall be paid or set apart before any dividends shall be paid on or set apart for the Cumulative Preference Stock, the Class A Stock the Class B Stock and/or the Common Stock. If such sur- plus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term ItPreferred Stockst' being here and hereinafter used to mean collectively the $5 Dividend Series Prefer- red Stock, $5.50 Dividend Series Preferred Stock, $;6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Pre- ferred Stock), respectively, then dividends to the extent of such surplus as is available may,,, nevertheless be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the propor-tion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declar- ed at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of divi-` dends prescribed and cumulating. Whenever all cumulative dividends on the Preferred Stocks for' all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment tbw eof, the Board of Directors may thereupon, but not otherwise declare dividends on the Cumulative Preference Stock, the Class A Stock, the Class B Stock and the Common Stock, payable then or thereafter out of any remaining surplus. None of the preferred Stocks shall be entitled to ,.articipate in or receive any dividend or ahare of surplus, whether payable in cash, stock or property, in excess of the aforesaid cumulative dividends, respectively; pro- vided, however, that while but only while, the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Directors in its discretion may, but shall not be required to, declare and pay from the surplus of the Corpor- ation, non -cumulative additional dividends upon the Original Series Preferred Stock, but not upon any other class of the Preferred Stocks, not exceeding in the aggregate fifty cents (50c) per share in any one calendar year, which additional dividends, if declared, may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stock,' the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders of the Cumulative Preference Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed cumu- lative dividends at the rate of Four Dollars ($4) per share per annum and no more (except as hereinafter specifically provided), payable semi-annually, quarterly or monthly, and on such dates, as the Board of Directors shall from time to time determine. Said dividends shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such shares shall be issued (a) on a dividend date, in which case the divid- ends on such shares shall be cumulative from the date of issue thereof, or (b) before a divi- dend date and after the date fixed by the Board of Directors for the taking of a record of U • �J the shareholders for the dividend payable on such dividend date, in which case the dividends on such shares shall be cumulative from the dividend date next preceding the date of issue • thereof. All such cumulative dividends shall be paid or sat apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or s-_t apart before any dividends shall be -paid or set apart for the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Directors, shall not on any dividend date be sufficient to pay dividends at said rate upon the Cumulative, 115 Preference Stock, then dividends to the extent of such surplus as is available may neverthe- • • • • less, be declared by the Board of Directors in its discretion. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the sur- plus of the corporation, remaining after the payment of such cumulative dividends upon the Cumulative Preference Stock, non -cumulative additional dividends upon the Cumulative Prefer- ence Stock aggregating, but not exceeding One Dollar ($1.00) per share in any calendar year and such non -cumulative additional dividend of One Dollar ($1.00) per share shall be declared MCOK and paid or set aside from surplus in full in any calendar year before any dividends shall be declared or paid or set apart from surplus in such calendar upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative dividends on the Cumulative Preference !Stock for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Class A Stock, the Class B. Stock and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant.to the provisions of Subdivision 7 hereof) payable then or thereafter out of any remaining surplus, 3. The holders of the Class A Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared b the Board of Directors, A P A o y dividends at th., rat of Two Dollars (�2) per share per annum (hereinafter called Ttpriority dividends on the Class A Stock"), payable quarterly on Fenry- ary i, May 1, August 1 and November 1 in each year beginning with the quarterly dividend per- iod ending May 1, 1925. Such dividends shall be non-cumulative,but shall be declared and paid or set aside from the surplus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 4. Whenever the full priority dividends on the Class A Stock, at the rate specified in Subdivision 3 hereof, for the current quarterly divi- dend period, shall have been paid, or the corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon during said quarterly dividend period, but not otherwise declare dividends on the Class B Stock, payable then or thereafter out of any remaining sur- plus, at the rate of Two Dollars ($2) per share per annum (hereinafter called "priority divi- dends on the Class B StockTt); provided, however, that the aggregate amount of priority divi- dends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly r dividend period shall in no event exceed the actual amount of priority dividends in the aggPe gate, paid on, or set aside or appropriated for, the Class A Stock for such quartl-ry divi- dend period pursuant to the provisions of Subdivision 3 hereof. 5. Whenever the full prior- ity dividends on the Class A Stock and the Class B Stock permitted by the provisions of Sub- divisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one calendar year, payable out of any remaining surplus; provided, however, that the aggregate amount of additional dividends declared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate, declared upon the Class A Stock in such quarterly dividend period pursuant to this Subdivis- ion 5. Such additional non -cumulative dividends of Fifty Cents ($.50) per share shall be de- Glared and paid or set aside from surplus in full in any calendar year before any dividend declared or shall be/paid or set aside from surplus in such calendar year upon the Common Stock pursuant to the provisions of Subdivision 7 hereof. 6. Whenever the full priority dividends on the !'Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof;; for the current quarterly dividend period, shall have been paid or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, and in case the actual amount of the priority dividends for such quarterly- dividend period in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the pro- visions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class B Stock, pursuant to the provisions of Subdivision 4 hereof, the Board of Directors may thereupon (whether or not additional non -cumulative dividends shall have been declared upon the Cumulative Preference Stock or upon the Class A Stock and the Class B Stock pursuant to the provisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such -'quart- erly dividend period, but not otherwise, declare dividends on the Common Stock, and (to the extent, but only to the extent that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class B Stock, payable then or therafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greater than such excess. 7. Whenever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and Class B Stock to,the amounts respectively required or permitted by subdivisions 31 4, and 5 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively, and whether or not dividends shall have been declared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Directors may thereupon, but not other- wise, declare additional dividends on the Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition -to divid- ends, if any, declared upon the Common Stock pursuant to the provisions of Subdivision 6 here- of)., to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pur- suant to Subdivision 5 hereof shall exceed in the aggregate the aggregate amount of addition- al dividends declared on the Class"B Stock in such calendar year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision 7 unless and until in such calendar year dividends shall be declared pursuant to this Subdivision 71 on the Common Stock and (subject to the limit- ations set forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess: (b) all dividends declared pursuant to this Subdivision 7 other than dividends on the Common Stock and the Class B Stock to the extent provided in Clause (a) of this Subdivision 71 shall be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining,one-half of such dividends, subject, however, to the limitations set forth in the following Clause (c) of this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of • n U n U E 117 M this subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends declared on the common Stock in such quarterly dividend period pursuant to this Subdivision 7 of Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly dividend period pursuant to Subdivisions 4, 5 and 6 here- of; nor shall any dividends be declared in any quarterly dividend period on the Common Stock • pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this Subdivision 7 and any other Subdivisions hereof. 8. The amounts of surplus payable as dividends on the Class A Stock in any quarterly dividend period, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the declaration in any such period of a • dividend, in Class A Stock, issued payable to the holders of Class A Stock. The amount of surplus payable as dividends on the Class B Stock in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the holders of the Class B Stock. The amount of surplus payable as divi- dends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period of a dividend payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant to Subdivision 5 or Subdivision 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes Pinow or hereafter created, other than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to par- • ticipate in the distribution of the assets of the Corporation upon liquidation or dissolution issued exclusively to the holders of the Class A Stock. The amount of surplus payable as divi 'dends on the Cumulative preference Stock in any quarterly dividend period, pursuant to Subdivi- sion 2 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend payable in Cumulative Preference Stock or any class of stock senior thereto, is- sued to the holders of Cumulative Preference Stock. The provisions of this Subdivision 8 are subject to the limitation,however, than no dividend, payable in stock of any class, shall be declared upon any class of stock unless, at the time of such declaration, cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such--Cl_a.ss of stock within the limitations and restrictions set forth in the foregoing Subdivisions here- of. The number of shares of each class of stock, respectively, to be issued in respect of any ,such dividend, shall be determined by the.Board of Directors of the Corporation in their sole discretion. In no event shall any dividend ea aay dd9 on any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquidation or dissolut- ion or winding up (whether voluntary of involuntary) of the Corporation, (a) the holders of the $5 Dividend Series Preferred Stock,45.50 Dividend Series Preferred Stock, $6 Dividend ,Series Preferred Stock, 06.50 Dividend Series Preferred Stock, and $7 Dividend Series Prefer- red stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share, and • the holders of the Original Series Preferred Stock stigll be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of ;the Cumulative Preference Stock, Class A Stock, Class B Stock and/or Common Stock; and (b) af- ter the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not otherwise the holders of the Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share and an amount equal to the unpaid cumulative dividends thereon accrued to the date of payment, whether or not assets there shall then b-e any surplus, before any amount shall be paid to or/distributed among the holders of the Class A Stock, Class B Stock and/or Common Stock; and (c) after the payment to or setting aside for holders of the Cumulative Preference Stock of the amount above provided therefor, but not otherwise, the holders of the Class A Stock shall be entitled to be paid the., sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or assets dis- • tributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the pay ment to or setting aside for the holders of the Class A Stock of the amount above provided but. not otherwise, the holders of the Class B Stock shall be entitled to be paid pro rates, an amount equal to Thirty-five liollars ($35) per share, but not exceeding in the aggregate the • laggregate amount so paid to the holders of the Class A Stock before any further amount shall be paid to or distributed among the holders of the Class A Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of the Class B Stock of the amount above provided but not otherwise, than if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to Paragraph (c)'of this Subdivision 9 shall exceed the aggregate amount paid . to or set aside for the -holders of the Class B Stock pursuant to Paragraph (d) of this Sub- division 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common stock pro rata according to their respective shares before any further amount shall be paid to or distributed among the holders of the Class A Stock; and (f) after the payment pro rata to or setting aside for the holders of Class B Stock of the amount, in the aggregate, above provided, and if any amount shall be distributable to the holders of the Common Stocj< pursuant to Paragraph (e) of this Subdivision, after the pay- ment prorata to or setting aside for the holders of the Common Stock of the amount so distrib- utable., but not otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Class A Stock pro rata according re - to their respective shares, and the other one-half of said /maining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata the according to their respective shares. In case/assets and funds of the Corporation shall be* insufficient to pay the holders of the Preferred Stocks the full amounts he-reinabove in Para- graph (a) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Preferred Stocks, respectively, in such manner that the proportion which the amount distributed to the 'molders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, respect- ively, shall be the same. 10 At the election of the Corporation to be exercised by resolu- tion of its Board of Directors, the $5 Dividend Series Preferred Stock, the $5.50 Dividend G Series Preferred Stock the $6 Dividend Series Preferred Stock, the $6,50 Dividend Series Pre- ; • ferred stock, the $7 Dividend Series Preferred Stock, the Original Series Preferred Stock and/ I� or the Cumulative Preference Stock in whole or in part, may be redeemed at any time and from r time to time, upon thirty days+ previous notice given il-i such manner as may be prescribed by li the by-laws or by resolution of the Board of Directors, at the price for the $5 Dividend Series Preferred Stock of One Hundred and Two Dollars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents ($102.50)' i per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred St'4,ck and the V Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share and at the price fCr the Original Series Preferred Stock and the Cumulative Preference Stock of Sixty Dollars ($60) per share, together in each case with the unpaid cum- 119. e P? M �n ulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the Preferred Stocks or of the Cumulative Preference Stock shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by • the Corporation in the payment of the redemption price pursuant to such notice) all divid- ends on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corporation except the right to receive the redemp- tion price, shall cease and terminate.Y 11. Except as in this subdivision otherwise expressly provided, no holder of stock of the Corporation of whatever class shall have any preferen- tial or other right of subscription to any shares of any class of stock of the Corporation issued or to be issued or sold, now or hereafter authorized, or of any obligations convert - able into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discretion may determine. Any shares or convertable obligations which the Board of Directors may offer for subscription may in its discretion be offered to the hold- ers of any pne or more or all classes of stock to the exclusion of any class or classes of steep to the exekaairen of any ether elaaa er elasaos oP stock at the time outstanding, cept that no shares of Class B Stock or Common Stock or obligations convertable into Class B Stock or common Stock shall be so offered to others than the holders of Class B Stock with- out the vote or written consent of the holders of the majority of the Class B Stock at the time outstanding. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/ or Common Stock to be issued or sold, now or hereafter authorized, and to any obligations • convertable into Claas B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof without first offering the same -to the holders of the Class B Stock for subscrip- tion. No such consent of the holders of a majority of the.Class B Stock shall operate as a waiver of said preferential right of subscription except as to the shares of Class B Stock and/ i or Common Stock expressly specified in such consent. 12. The Corporation shall have, and does hereby reserve the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of stock herein created; provided, however , that no class of stock superior to the Preferred Stocks shall be authorized or created with- out the affirmative vote of a majority of such of the holders of the outstnading shares of the Preferred Stocks (including any class or classes of preferred stock hereafter created • and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collectively,of such of the holders of the outstanding shares of Original Series Preferred and such of the hold.,rs of the outstanding shares of $6 Dividend Series Pre- ferred Stock, as shall vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the original Series Preferred Stock shall not thereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders 7 of at least a majority of the shares of the class thereof whose rights are so -affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time o--tstanding (1) into a different number of shares, or (2) into the same or a different number of shares with par value, or (3) if theretofore changed into shares with par value, into the same or a different number of shares without par value; provided that the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the • aggregate redemption price (if redeemable) to which the new shares, issuable in lieu of the then outstanding shares of any class, shall be entitled, shall be equal respectively to the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled, and that each holder of the then outstanding shares • of the respective class shall be entitled to receive such proportion of the new shares issua- ble in lieu of the then outstanding shares of such class, as the number of then outstdding shares of such class held by him shall bear to the total number of shares of such class then outstanding and provided further that otherwise such new shares shall have the same prefer- f erences, privileges voting powers, restrictions and qualifications as the then outstanding shares of such class; and (c) to distinguish, by such designation or in such manner as it may determine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provision of Subdivision 11 hereof, the Corporation shall have power and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes, from time to time, as the Board of Directors shall determine and in the absence of fraud in the transaction, for such consideration as, from time to time may be fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non - assessable and the holders ofsuch shares shall not be liable to the Corporation.or its credit- • ors in respect thereto. The Corporation shall have power and authority at any time and from time to time, in accordance with law, to confer upon the holders of the Preferred Stocks of the Corporation of any class or classes, now or hereabtf er authorized.and/or outstanding, the right and privilege of exchanging or converting the same into shares of Preferred Stock bear- ing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such conditions as the Board of Directors may determine, and to authorize the issuance of such Preferred Stock, Class A Stock and/or Common Stock upon the exchange or conversion of Preferred Stock as well as upon the exchange or conversion of bonds, debentures, debenture Certificates,notes, certificates or evidences of indebtedness or other debt securi- ties of the Corporation. The relative preferences, privileges and voting powers of the Class A Stock on the one hand and the glass B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any of the rights of the holders of the Class A Stock without the written consent or affirmative vote of the holders of at least a maj- Stocks, the • ority of the shares of Class A Stock at the time outstanding. 13. The preferred Cumulative Preference Stock, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/or preferences herein created in favor of the holders of the Preferred Stocks, the Cumulative Preference Stock, the glass A Stock and the Common Stock, respectively, as aforesaid, the holders, respectively, of the Preferred Stocks, the • Cumulative Preference Stock, the Class A Stock and the Common Stock shall and do hereby waive and relinquish, in favor of the Class B Stock, and are hereby specifically excluded from all voice and vote in the election of directors, in the management of the Corporation, in any pro- ceeding for mortgaging its property and franchises pursuant to Section Sixteen, for conferring on•the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of stock to employees pursuant to Section Four- • • • • 121 teen, for gu._--_ranteeing the bonds of another corporation pursuant to Section Nineteen, for sale lof franchises and property pursuant to Section Twenty, for change of purposes, powers or pro- visions, number of directors or location of office pursuant to Section Thirty-five , for estab- lishing priorities or creating preferences among the several classes of stock or making any other changes in respect of shares, capital stock or capital pursuant to Section Thirty-six (except as otherwise provided ir, Subdivision 1.', he- eof) for consolidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Section One hundred and Five of the Stock Corporation La , or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substituted trwefor or to any other-)rovision of law no: or hereafter in force, or for change of name pursuant to the General Corporation Law or other lays, or in any other proceeding or upon or in respect of any other matter or question requir- ing the vote or consent of the Stockholders, now or hereafter provided by law, the Preferred Stocks, Cumulative Preference Stock, Class A Stock and Comon Stock being each specifically ex - eluded from the right to vote in any such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter of question were expressly named herein, all such voice and vote being hereby vested exclusively t:) and in, and reserved/for, the holders of the Class B Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the $5 Dividend Series Preferred Stock and the arrearages of cumulative dividends the°eon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative divi- dends thereon shall equal at least Eleven Lollars R11.00) per share, or in case default shall, be made in the payment of cumulative dividends on the �,6 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Twelve Dollars (012.00) per share or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend Series Preferred Stock and the arrearages of cumulative divid�ris thereon shall equal at least Thirteen Dollars ($13.00) per share or in case default shall be made in the payment of cumulative dividends on the 7 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case default shall be made in trie payment of cumulative dividends on the Original Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars ($7.00) per share, then and thereupon,during, but only during the continuance the Prefer ed Stocks ut not, �cr a h lder of such default, the holders of/the reference'Aock or ne ass Stock or (unless permit- ted to vote pursuant to Paragraph (c) of this Subdivision 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preceding period of twenty-four consecutive calendar months, commencing not earlier than January 1, 1925 dividends onthe Class A Stock outstanding during the whole of said per- iod amounting to at 'east �,4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the Class A Stock aggregating 84 per share during a successive twenty-four monthst period, the holders of the Class A Stock shall have the voting power, to the exclusion of the hold_rs of Class B Stock and Common Stock, to elect t,�,,o (but no more) of the directors of the Corporation. (c) Whenever the hold- ers of a majority of the shares of Class B Stock at any time outstanding shall in person or by proxy, by vote at a meeting or inst^ument in writing, consent that the holders of the common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders, or generally for any period specified in such con- sent, then, whether or not the holders of the Preferred Stocks shall then be entitled to the holders of the Common Stock shall have the right to vote vote,/ together with the holders of the Class B Stock, in the proceeding or upon the matter or question or at the meeting or meetings or generally for the period_or periods specified in such consent, but not otherwise, on an equality with the holders of the Class B Stock and in the same manner and with the same force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, than no such general consent shall,be given for a period exceeding one year at any one time. Nothing herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the hold,:rs of the Class B Stock. No holder of any class of the Preferred Stocks or of Cumulative Preference Stock or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the Preceding Subdivision 12) shall be entitled to notice of any meeting of stockholders, subject to conflicting statutory requirements, if any. Nothing herein shall prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote of consent of the holders of any class or classes of the Pref erred Stocks and/or the Cumulative Preference Stock and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding shares of any one or more of such classes of stock; but nothing herein shall or is intended to, authorize or empow- er the 'Board of Directors to waive, relinquish or impair the voting and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the Class or Classes en- titled or permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any other matter each holder of such stock shall be entitled to one vote for each share held, but other- wise only to one vote for each $100 which such holder is entitled to receive, in the event of dissolution, liquidation or winding up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Cumulative Preference Stock or the Common Stock shall be permitted to vote as to any matter, each holder of stock of the class permitted' to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stockholders shall, upon the written request of the holders of record of not less than ten per cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may then be directors shall terminate and a new Board of Directors shall be elected, two gUAdFsd thereof by the holders of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rights of the Preferred stocks to participate in such election if then entitled to vote. Whenever and as often as the right of the holders of Class A Stock to elect two dir- ectors shall terminate, the terms of office of the two directors then in office, elected by the holders of the Class A Stock, shall thereupon expire and the vacancies shall be filled in the manner provided by the by-laws of the Corporation. 14. Dividends on all classes of stock, shall be declared only when and as the Board of Directors shall in their sole discretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise provide, a dividend • 123 is 40 M R on any class of stock shall be payable only to holders o record of shares of such -class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend regardless of the. -date of declaration or the payment of such dividend, and no person not a holder of record of shares of such class on such d y shall be entitled to participate in or receive such dividend, notwithstanding e p by e that h � may hav ., been .,n a hold .,r , of shares of such • class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determ- ining the respective rights of the hold,7.rs of Class A Stack and the holders of Class B Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the • event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled 07 uncancelled, shall be deemed to be outstanding but this provision shall not apply to any shares of Class A Stock held by any cor- poration, association or trust all or a majority of whose shares, or of any class tIr reof hav- ing voting power, shall be held directly or indirectly bye the Corporation, and such shares of Class A Stock shall be deemed outstanding for all purposes except the right to vote for the election of two directors, and, except -as aforesaid, such holder of shares of Class A Stock shall have the same rights an any other holder of shares of Class A Stock. V. The statement respecting its capital contained in the certificate of incorporation of said Corp- oration, as heretofore amended, is to remain unchanged and is as follows: TTgenceforth, the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued sharps having par value, plus the aggregate a ount of consideration received by the corporation for the issuance of shares without par value, plus such amounts, as, from time to time, by resolution of the Board of Directors may be transferred thereto." VI. The total • number of shares which said Corporation is already autho ized to issue is 11,000,000 shares, all of which are without par value. Of said 11,000,000 shares already authorized, 700,000 shares are $5 Dividend Series Preferred Stock, 15,000 shares are $5.50 Dividend Series Pre - (erred Stock, 55,000 shares are $6 Dividend Series Preferred Stock, 85,000 shares are $6.50 Dividend Series Preferred Stock, 100,000 shares are $7 Dividend Series Preferred Stock, 45,000 shares are Original Series Preferred Stock, 7,000,000 shares are Class A Stock, 1,000,000 shares are Class B Stock and 2,000,000 shares are Common Stock. The designations, preferences privileges and voting powers or restrictionslor qualifications thereof, or appli- cable to said classes of stock already authorized are aslfollows: 1. The holders, respect- ively, of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Divide d Series Preferred Stock, the $7 Dividend Series Preferred Stock and the Original Series referred Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when de- clared by the Board of Directors, fixed dividends at the,rate of Five Dollars ($5) per share •'per annum upon the $5 Dividend Series Preferred Stock, at the rate of Five Dollars and Fifty Cents ($5.50) per share per annum upon the $5.50 Dividend Series Preferred Stock, at the rate of Six Dollars ($6.00),per share per annum upon the $6 Dividend Series Preferred Stock, at the rate of Six Dollars and Fifty Cents ($6.50) per share peer annum upon the $6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ($7.00) peir share per annum upon the $7 Dividend • Series Preferred Stock and at the rate of Three Dollars and Fift Cents 3.50 er sharp er Y ($ ) p � p� annum upon the Original Series Preferred Stock, and no more, payable semi-annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such share shall be is- sued (a) on a dividend date, in which case the dividends'on such shares shall be cumulative i `rr from the date of issue thereof, or (b) before a dividend date and after the date fixed by the; Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such shares shall be cumulative from the dividend date next succeeding the date of issue thereof. All such dividends shall be paid or set apart before any dividends upon the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart so that if dividends at said rates, respectively, shall not • have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid on or set apart for the Class A Stock, the Class B Stock and/or the Common Stock, If such surplus, as determined by the Board of Directors shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term t1Preferred Stocks" being here and hereinafter used to mean collectively the $5 Dividend Series Preferred • Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Divi- dend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Preferred Stock), respectively, then dividends to the extent of such surplus as is available may, never- theless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declar- ed at a less rate than the prescribed rate shall reduce except pro tanto, the amount of divi- dends prescribed and cumulating. Whenever all cumulative dividends on the preferred Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-an- aual, quarterly -or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare divid- ends on the Class A Stock, the Class B Stock, and the Common Stock, payable then or thereafter' • out of any remaining surplus. None of the Preferred Stocks shall be entitled to participate in or receive any dividend or share of surplus, whether payable,in cash, stock or property, in excess of the aforesaid cumulative dividends respectively, provided, however, that while but only while, the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Directors in its discretion may, but shall not be required to, declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original Series Preferred stock, but not upon any other class of the Pre- ferred Stocks, not exceeding in the aggregate fifty cents (50c.) per share in any one calen- dar year, which additional div-`_dends, if declared, may be paid or set apart before any divi- dends shall be paid or set apart for the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders of the Class A Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Direc- tors, dividends at the rate of Two Dollars ($2) per share per annum (hereinafter called "pri- • ority dividends on the Class A Stock" payable quarterly on February 1, May 1, August 1,and November 1, in each year, beginning with the.quartefly dividend period ending May 1, 1925. Such dividends shall be non -cumulative, but shall be declared and paid or set aside from sur- plus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly divi- • dend period. 3. Whenever the full priority dividends on the Class A Stock at the rate spec- ified in Subdivision 2 hereof, for the current quarterly dividend period shall have been paid or the Corporation shall have set aside and appropriated from its surplus.a sum sufficient for the payment of said dividends on the Class A Stock the Board of Directors may thereupon during said quarterly dividend period, but not otherwise, declare dividends on the Class B M +n M Stock, payable then or thereafter out of any remaining surplus, at the rate of Two Dollars �r elk ($2) per share per annum (hereinafter called ttpriority dividends on the Class B Stock"); provided, however, that the aggregate amount of prioritydividends declared upon the Class B Stock pursuant to this Subdivision 3 for any such quarterly dividend period shall in no event exceed the actual amount of priority dividends in the aggregate, paid on, or set aside or. appropriated for, thezClass A.Stock for such quarterly dividend period pursuant to the pro- visions of Subdivision 2 hereof. 4. Whenever the full. priority dividends on the C1ass.A Stock and t'Le Class B Stock permitted by the provisions t�f Subdivisions 2 and 3 hereof for the current quarterly dividend period shall have been -.,aid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficientl;for the payment thereof, the Board • of Directors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B,Stock aggregating, but not exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one calendar year, sayable out of any remaining surplus; provided however, that the aggregate amount,of additional dividends declared upon the Class B Stock pursuant to this Subdivision 4 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in thelaggregate, declared upon the Class A Stock in such quarterly dividend period pursuant to this Subdivision 4. Such additional non- cumulative dividends of Fifty Cents ($.50) per share sh 11 be declared and paid or set aside from surplus in full in any calendar year before any dividend shall be declared or paid or set aside from surplus in each calendar year upon the Common Stock pursuant to the provisions of Subdivision 6 hereof. 5. Whenever the full priorit� dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 2 and 3 hereof for the current .quarterly dividend period shall have been paid or the Colrporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, and in case the actual • amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for, the Class A Stoc�,, pursuant to the provisions of Subdi- vision 2 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set asidI and appropriated for the Class B Stock, pursuant to the provisions of Subdivision 3 hereof, the Board of Directors may there- upon (whether or not additional non -cumulative dividends shall have been declared upon the Class A Stock and the Class B Stock pursuant to he proviisions of Subdivision 4 hereof), but need not, during such quarterly dividend period, but not otherwise, declare dividends on the Common Stock, and (to the extent, but only to the extents that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 3 and 4 hek-eof) addition- , al dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock • and the common stock pursuant to this Subdivision 5 shall not be greater then such excess 6. Whenever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and Class B Stock to the amounts respec- !tively required or permitted by Subdivisions, 2, 3, acid 4 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, • respectively, and whether or not dividends shall have been declared 7 upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 5 hereof, the Board of Directors may thereupon but not otherwise, declare additional dividends on the Class A Stock and the Class B Stock and dividends on the Common Stock (in addition to dividends, if any declared upon the Common Stock pursuant tothe provisions of Subdivision 5 hereof) to the exclusion of the Pre- 125 f erred Stocks, payable then or thereafter out of and tojthe extent of any surplus remaining ECG after deducting the amount of all dividends declared for such quarterly dividend period pursuant to Subdivision 2, 3,4 and 5 hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pursuant to Subdivision 4 he eof shall ex- ceed in the aggregate the aggregate amount of additional dividends declared on the Class B Stock in such calendar year pursuant to Subdivision 4 hereof, no addititonal dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision 6 • unless and until in such calendar year dividiends shall be declared pursuant to this.Subdivis- ion 6, on.the Common Stock and (subject to the limitations set forth in Clause (c) of this Subdivision 6) on the Class B Stock, to an amount.in the aggregate equal to such excess; (b) all dividends declared pursuant to this Subdivision 6, other than dividends on the Common Stock and the Class B Stock to the extent provided in Clause (a) of this Subdivision 6, shall -be de- • clared in such manner that (i) the holders of the Class A Stock shall receive one-half.of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining one-half -of such dividends subject, however to the ;imitations sit forth in the following Clause (c) of this Subdivisions 6; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this Subdivision 6-at a rate per share greater than the excess of the.rate per share of all dividends declared on the Comrron.Stock in such quarterly dividend period pursuant to this Subdivision 6 or Subdivision 5 hereof over the rate ps^ share of all dividends declared on the Class B Stock in such quarterly dividend period pursuant to Subdivisions 3, 4 and 5 hereof; nor shall any dividends be declared in any quarterly dividend period on the Common Stock pursuant to this Subdivision and Subdivision 5 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this- Subdivision 6 and any other Subdivision hereof. 7. The • amount of surplus payable as dividends on the Class A Stock in any quarterly dividend period pursuant to Subdivision 2 hereof, may be capitalized in whole or in part by the,declaration in any such period of a dividend, payable in Class A Stock, issued to the holders of Class A Stock The amount of surplus payable as dividends on theClass B Stock in any quarterly dividend per- iod, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declara- tion in any such period of a dividend, payable in any class or classes of stock now or hereaf- ter created, issued exclusively to the holders of theClass B Stock. The amount of surplus pay- able as dividends on the.Common Stock in any quarterly dividend period, pursuant to Subdivisi- on 5 or Subdivision 6 hereof, may be capitalized in whole or in part by the declaration iri su(i period of a dividend payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of sur- plus payable as dividends on the Class A Stock pursuant to Subdivision 4 or Subdivision 6 here- of, may be capitalized by the declaration of a dividend payable in stock of any class or classes now or • /hereafter created, other than Class B Stock and Common Stock and any other class of stock in- ferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the'assots of theCorporation upon liquidatibn or dissolution, issued ex- clusively to the holders of the"31ass A Stock. The Provisions of this Subdivision 7 are subject to the limitation, however, that no dividend payable in stock of any class, shall be declared • upon any class of stock unless, at the time, of such declaration, cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivision hereof. The number of shares of each class of stock,.respectively, to be issued in respect of any such dividends, shall be determined by the Board of Directors of the Corporation. In no event shall any dividend on any class of stock other than Class•B Stock be payable in Class B Stock. is Ie) �n 8. In the event of any liquidation or dissolution or winding up (whether voluntary or in- voluntary) of the Corporation, (a) the holders of the $5 Dividend Series Preferred Stock, i $5.50 Dividend Series Preferred Stock, $6 Dividend Serie$ Preferred Stock, $6.50 Dividend Series Preferred Stock and $7 Dividend Series Preferred tock shall be entitled to be paid the sum of One Hundred Dollars ($$100) per share and the holders of the Original Series Preferred • Stock shall be entitled to to paid the sum of Fifty Dollars ($50.) per share and, in each case an amount equal to the unpaid cumulative dividends thereon accrued respectively to t h e date of payment, whether or not there shall then be any Ourplus, before any amount shall be paid to or assets distributed among the holders of the Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting aside for holders of the Preferred • Stocks of the amounts above provided therefor respectively but not otherwise, the holders of the Class A Stock shall be entitled to be paid the sumo Thirty-five Dollars ($35) per sharp, or before any amount shall be paid to/assets distributed among the holders of the Class B Stock and/or the Common Stock; and (c) after the payment to or setting aside for the holders of the Class A Stock of the amount above provided, but not otherwise the holders of the Class B Stock shall be entitled to be paid pro rata, an amount equal to Thirty-five Dollars ($35) per share, but not exceeding in the aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or distributed among the holders of the Class A Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (d) after the payment to or set ti g aside for the holders of the Class B Stock of the amount above provided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to Paragraph (b) of this Subdivi- sion 8 shall exceed the aggregate amount paid to or set aside for the holders of the Class • B Stock pursuant to Paragraph (c) of this Subdivision 8, the amount of such excess, if any shall be distributed wholly and exclusively among and pa d to the holders of the Common Stock pro rata according to their respective shares, before an� further amount shall be paid to or 1 27 distributed among the holders of the Class A Stock; and e) after the payment pro rata to or setting aside for the holders of Class B Stock of the am unt, in the aggregate, above provid- ed, and if any amount shall be distributable to the holders of the Common StocIt pursuant to Paragraph (d) of this Subdivision, after the payment pro rata to or setting aside for the holders of the Common Stock of the amount so distributab e, but not otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Class A Stock pro rata according to their respective shares, and the other one- half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata a,--cordizig.to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision 8 prescrib- ed therefor respectively, such assets and funds shall by distributed to the holders of the Preferred Stocks, respectively, in such manner that the proportion which the amount distrib- uted to the holders of each class of the Preferred Stocks bears t.o the full amount hereinabove in said Paragraph (a) prescribed for such class, respect vely, shall be the same. 9. At the election of the Corporation to be exercised by resolution of its Board of Directors, the 5 • Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the 6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Pre- ferred Stock and/or the Original Series Preferred Stock in whole or in part, may be redeemed at any time and from time to time, upon thirty days' previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price for the $5 Dividend Series Preferred Stock of One Hundred and Two Dollars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents ($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share and at the price for the original Series Preferred Stock of Sixty Dollars ($60) per share, together in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the Preferred Stocks shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemp- tion (unless default shall be made by the Corporation in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price shall cease and terminate. 10. Except as in this subdivision otherwise expressly provided, no holder of stock of the Corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of Stock of the Corporation issued or to be issued or sold, now or hereafter authorized, or of any obligations convertable into stock of the Corporation of any class, other than such, if any, as the Board of.Directors in its discretion may det=rmine. And shares or convertable obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock -to the exclusion of any other class or classes of stock at the time outstanding, except that no sharps of Class B Stock or Common Stock or obligations convertable into class B Stock or Common Stock shall be so offered to others than the holders of Class B Stock without the vote or written consent of the holders of the majority of the Class B Stock at the time outstanding. Anything here- in to the contrary notwithstanding, the holders of the Class B Stock shall have a preferen- tial right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized, and to any obligations convertable into Class B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time out- standing shall by vote or in writing consent to the issue or sale thereof without first off er- i4g the same to the holders of the Class B Stock for subscription. No such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferential right of subscription except as to the shares of Class B Stock and/or Common Stock expressly specified in such consent. 11. The Corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created, and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equal- ity with or superior to any class or classes of stock of the Corporation at the time outstand- ing, including the classes of stock herein created; provided, however, than no class of stock superior to the Preferred Stocks shall be authorized -or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (in- cluding any class or classes of preferred stock hereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meting held for the purpose after due notice to the holders of such shares, including at least a majority of such of the hold- ers of the putstanding shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders of the outstanding shares of Original Series Preferred Stock and such of the holders of the outstanding shares of $6 Dividend Series Preferred Stark as shall vote in person or by proxy at such meeting and provided, further that the relative preferences of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred n LJ �J E LJ • l �n M Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, �r • the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall not thereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least a majority of the shares of the Class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including t,hose herein created) at the time • outstanding 1 into a different number of shares or 2 into the same or a different num- ber of shares with par value, or (3) if theretofore changed into shares with par value, in- to the same or a different number of shares without par value; provided that the agg-egate i dividends, the aggregate amount in the event of liquidation, dissolution or winding up and • the aggregate redemption price (if redeemable) to which the new shares, issuable in lieu of the then outstanding shares of any class, shall be entitled, shall be equal respectively to n ,the aggregate dividends, the aggregate amount in the evet of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding I! 1lshares of the respective class shall be entitled, and that each holder of the then outstand- ing shares of the respective class shall be entitled to �eCeive such proportion of the new shares issuable in lieu of the then outstanding shares of such class, as the number of then outstanding shares of such class held by -him shall bear o the total number of shares of such class then outstanding, and provided further that otherwise such new shares shall have 3 the same preferences, privileges, voting powers, restrictions and qualifications as the then outstanding shares of such class; and (c) to distinguish by such designation or in such nammer as it may determine, the several classes of stock at any time outstanding, including ,the classes herein created. Subject only to the provisions of Subdivision 10 hereof, the Corporation shall have power and is hereby authorized to'issue and sell its authorized shares • without par value, of any class or classes, from time to time, as the Board of Directors shall determine, and, in the absence of fraud in the transactiP, for such consideration as, from time to time, may be -fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non -assessable and the holders f such shams shall not be liable to the Corporation or its creditors in respect thereto. The Corporation shall have power and authority at any time and from time to time, in acco dance with law, to confer upon the holders of the Preferred Stocks of the Corporation of an class or classes, now or hereafter authorized and/or outstnading, the right and privilege of exchanging or converting the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such conditions as the Board of Directors may determine, and to authorize the issuanc of such Preferred Stock, Class A Stock and/or Common Stock upon the exchange or conversio of Preferred Stock, as well as upon the exchange or conversion of bends, debentures, debenture certificates, notes, certificates • or eveidences of indebtedness or other debt securities ojf the Corporation. The relative pre- ferences, privileges and voting powers of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to af- fect adv=rsely any of the rights of the holders of the Class A Stock without the written con- sent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at the time outstanding. 12. The Preferred stocks, the Class A Stock and the Common Stock each shall./be non -voting and in consideration of the rights and/or preferences herein created in favor of the holders of the Preferred Stocks, the Class A Stock and the Common Stock, respec- tively, as afaresaid, the holders, respectively of the Preferred Stocks, the Class A Stock and the Common Stock shall and do hereby waive and relinquish, in favor of the Class B Stock and are hereby specifically excluded from all voice and vote in the election of directors, in • I 13.0i' the management of the Corporation, in any proceeding for mortgaging its property and franch- ises pursuant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issu- ance of stock to employees pursuant to Section Fourteen, for guaranteeing the bonds of another corporation pursuant to Section Nineteen for sale of franchises and property pursuant to Sec- tion Twenty, for change of purposes, powers or provisions, number of directors or location of office pursuant to Section Thirty-five, for establishing priorities or creating preferences, among the several classes of stock or making any other changes in respect of shares, capital stock or capital pursuant to Section Thirty-six (except as otherwise provided in Subdivision 11 hereof), for consolidation pursuant to Section Eighty-six, or for voluntary dissolution pursuant to Section One Hundred and Five, of the Stock Corporation Law, or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substi- tuted therefor or to any other provision of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon II or in respect of any other matter or question requiring the vote or consent of the stockholders now or hereafter provided by law, the Preferred Stocks, Class A Stock and Common Stock being each specifically excluded from the right to vote in any such proceedings or upon or in res- pect of any such matter or question as fully and with the same force and effect as if such prop ceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in, and reserved to and for the holders of the Class B Stock; provided how ever, as follows:(41n case default shall be made in the payment of cumulative dividends on the!I $5 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars ($11.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share, on in case default shall be made in the payment of cumulative dividends on the 06.50 Dividend Series Preferred Stock and the arrearages of cumulative divi- dends thereon shall equal at least Thirteen Dollars (�13.00) per share, or in case default shall be made in the payment of cumulative dividends on the $7 Dividend Series Preferred Stock. and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case default shall be made in the payment of cumulative dividends on the Ori- ginal Series Preferred -Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars ($7.00) per share, then and thereupon, during, but only during, the con - but not the ho;ders of the Class A Stocks; tinuance of such default, the holders of the Preferred Stocks.,/or (unless permitted to vote pursuant to Paragraph (c) of this Subdivision 12) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preced- ing period of twenty-four consecutive calendar months, commencing not earlier than January 1, 1925, dividends on the Class A Stock outstanding during the whole of said period amounting to at least $4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the Class A Stock aggregating $4 per share during a successive twenty-four months period the holders of the Class A Stock shall have the voting power to the exclusion of the holders of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) Whenever the holders of a majority of the shares of Class B Stock at any time outstanding shall, in person or by proxy, by vote at a • • • E meeting 6r instrument in writing, consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question or at any meeting or meetings of Q� 131 M �n M stockholders, or generally for any period, specified in uch consent, then, whether or not the holders of the Preferred Stocks shall then be entitled to vote, the holders of the Com- mon Stock shall have the right to vote,together with the holders of the Class B Stock, in the proceeding or upon the matter or question or at the meeting or meetings or generally for the period or periods specified in such consent, but not,otherwise, on an equality with the holders of the Class B Stock and in the same manner and with the same force and effect as • though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no s ch general consent shall be given for a period exceeding one year at any one time. Nothi g herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any clas� of the Preferred Stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 12 and the Preceding Subdivision 11) shall be entitled t' notice of any meeting of Stockhold- ers, subject P o P e O e to conflicting statutory requirements, if any. Nothing herein shall prevent th., Board of Directors of the Corporation at any time from requesting or obtaining the vote or th_ Class A Stock and/or of consent of the holders of any class or classes of the Preferred Stocks and/or of/the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock, of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding shares of any one or more of such cl sses of stock; but nothing herein shall, or is intended to, authorize or empower the Boar .of Directors to waive, relinquish or impair the voting and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Pre f erred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof ,shall be entitled to one vote for • each share held by him of the class or classes entitledor permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permi4ed to vote for the election of two directors or as a separate class as to any other matter, each holders of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each $100 which such holder is entitled to receive, in the event of dissolution liquidation or winding g up of the Corporation, on the shares held by such holder under the provisions of Clause (b) of Subdivision 8 hereof in preference to the Class B Stock In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Common Stock shall be permitted to vote s to any matter, each holder thereof shall be entitled to one vote for each share of such st ck held by him. Whenever and as of- ten as the right of the holders of class A Stock to elect two directors shall arise, a spec- ial meeting of stockholders shall, upon the written reg4est of the holders of record of not less than ten per cent. of the shares of Class A Stock then outstanding, be called and held • for the election of directors a. -id at such meeting the terms of office of all who may then be directors shall terminate and a new Board of Directors $hall be elected, two thereof by the holders of the Class A Stock and the remaining by the holders of the Class B Stock, subject i to the rights of the Preferred Stocks to participate inlsuch election if then entitled to vote. Whenever and as often as the right of the holders of Class A Stock to elect two dir- ectors shall terminate, the terms of office of the two irectors then in office, elected by the holders of the Class A Stock, shall thereupon expir , and the vacancies shall be filled in the manner provided by the by-laws of the Corporation. 13. Dividends on all classes of stock shall be declared only when and as fhe Board of D�reetors shall in thefr sole discretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Diree ors shall otherwise provide a dividend I 13"2! on any class of stock shall be payable only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the date of declaration or the date of payment of such dividend,, and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive such dividend, notwithstanding that he may have been a holder of shares of such class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the • purpose of determining the respective rights of the holders of Class A Stock and the holders of Glass B Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelled shall • by deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by any corporation, association or trust all or a majority of whose shares, or of any class thereof having voting power, shall be held directly or indirectly by the corporation, and such shares of Class A Stock shall be deemed outstriading for all purposes except the right to vote for the election of two directors and, except as aforesaid such holders of shares of Class A Stock shall have the same rights as any other holder of shares of Class A Stock. VII. The number of shares of each class issued and outstanding is 393.456 shares of $5 Dividend Series Preferred Stock, 0 shares of °5.50 Dividend Series Preferred Stock, 45,106 shares of $6 Dividend Series Preferred Stock, 80,750 shares of $6.50 Dividend Series Preferred Stock, 97,176 shares of $7 Dividend Series Preferred Stock, 42,486 shares of Ori- ginal Series Preferred Stock, 5,594,400 shares of Class A Stock 614,366 shares of Class B Stock and 1,750,473 shares of Cpmmon Stock. IN WITNESS WHEREOF, the undersigned have made, subscribed and acknowledged this certificate the 13th day of November, 1930 Name of Stockholder Number of Sharps - • Associated Securities Corporation 6142366 By H. C. Hopson, Vice -President Attest: M. C. 0 Keeffe, Secretary .(Corporate Seal) STATE OF NEW YORK On this 13th day of November, 1930 before me came H. C. Hopson ss: COUNTY OF NEW YORK to me known, who, being by me duly sworn, did depose and say that he resides in the Borough of Manhattan, City and State of New York; that he is the Vice - President of Associated Securities Corporation, the corporation described in and which exec- uted the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name th weto by like order (SEAL) A. F. Von Bernuth A. F. Bernuth, Notary Public Queens County, Queens County Clerk's No. 1839 STATE OF NEW YORK ) Queens Co. Register's No. 1062, New York County ss: Clerk's No. 16, New York Co. Register's No. 2-VI COUNTY OF NEW YORK ) Commission Expires March 30, 1932 M. C. O'Keeff e being duly sworn, deposes and says that she is Secretary of Associ- County ated Gas and Electric Company; that she resides in the City of New York/and State of New York and that the person who executed the foregoing Certificate of Increase and Reclassifi.action of Shares of Associated Gas and Electric Company, constitutes the holder of record of all the outstanding shares of said Associated Gas and Electric Company entitled to vote th weon. Subscribed and sworn to before me this. M. C. O Keeffe 13th day of November, 1930 A. F. Von Bernuth, A. F. VonBerauth, Notary Public, Queens County, Queens County Clerk's No. 1839, Qv -ens Co. Register's No. 1062, New York CountyClerk's No. 16, New York Co. Registers No. 2-VI. Commission Expires March 30, 1932 (SEAL) STATE OF NEW YORK ) ss: 4992 DEPARTMENT OF STATE ) I Certify that I have compared the preceding copy with the original • • Certificate of Increase of number of shares and Reclassification of Shares of Associated Gas and Electric Company filed in this department on the 15th day of November, 1930 and that such 133 lfj M ,n copy is a correct transcript therefrom and of the whole o such original. WITLESS my hand and the official seal of the Department of State at the City f Albany, this fifteenth day of November, one thousand nine hundred and thirty. (SEAL) Frank S. Sh�arp, Deputy Secretary of State (ENDORSED) ASSOCIATED GAS AND ELECTRIC COMPANY. Certificate of Increase and Reclassification • of Shares of Associated Gas and Electric Company pursuant to Section Thirty-six of the Stock Corporation Law . Dated November 13, 1930. STATE OF NEW YORK DEPARTMENT OF STATE FILED Nov. 15, 1930 Tax $50,000 FILING FEE $20. Edward J. Flynn. Secretary of State By H. J. Fisher Cashier Recorded November 25, 1930 at 10:20 A. M. • - ./p �///,/ • CLERK Certificate of Incorporation CERTIFICATEJOF IL CORPORATION of We, the undersigned, for the purpose of forming Co-operative G. L. F. Holding Corp- a corporatidn pursuant to Article 8A of the Co - oration, pursuant to Article BA of the Co-operative Corporations Law : operative Corporation Law of the State of New York -----------------------------------------X do hereby m ke, sign, acknowledge and file this Certificate for that purpose as follows: 1. That all the undersigned persons are of full age; all stockholders of a co-operative operating under Artic�e 7 of the Co-operative Corporations Law of the State of hew York; all citizens of the United States and all are resident of the State of hew York. 2. The name of the proposed corporation is Co-operative G. L. F. Holding Corporation 3. The purposes for which it is to be formed are: a. To act as an agency for or subsidary of and to assist co-operative Corporations Formed under the provisions of Articles Four, Seven or Eight of the Co-operative Corporations Law of the State of New York and co-oper- ative corporations operating under Section Four, Seven �r eight of said law which are organ- ized for the purpose of marketing, manufacturing, distributing, warehousing, handling, process- ing, canning, packing, grading, shipping and/or otherwis utilizing products of such other co- operative corporations; to carry on the business and purposes for which they were orgainized; ,the selling or supplying to itts members of sin ckholders or corporations in which it is interes- ted, machinery, equipment, or supplies; the financing of the said co-operative corporations or any one or more of said purposes. b. To act as a hol+g corporation to hold title to the properties of any such co-operative corporations above mentioned. c. To purchase, own, mort- gage, lease, sell and convey real estate for its corporate purposes. d. To make any guar- antee respecting dividends, shares of stock, bonds, debentures, contracts or other obligations to the extent that such power may be exercised by corporations organized under Article 8A of the Co-operative Corporations law and to do all and everything incidental and necessary for ,the accomplishment of any of the purposes or the attainmbnt of any objects or furtherance of any of the powers hereinbefore set f6rth, including all the powers and privileges accorded a • co-operative corporation under the various provisions of Articles 3 and 8A of the Co-operative Corporations Law. 4. The total number of shares which the corporation is authorized to is- sue is seventy-five thousand (75,000) of which number fifty thousand (50,000) shares of the par value of $100 t. each are to be preferred stock and twenty-five thousand (25,000) shares without nominal or par value are to be common stock. a. The preferred shares are entitled • to cumulative dividends at the rate of seven per cent (7/) per r annum payable semi-annually on the 1st days of January and July in each and every year,br quarterly January lst as the Board of Directors may determine, to be declared out of the net profits of the company theretofore accumulated and realized. b. In case such dividends or any part thereof shall not be paid at the time aforesaid, then and thereupon the same shall be accumulated and shall be payable res- pectively and in their order, when and as the net income of the corporation upon any subsequent .134 � i! dividend date, shall be sufficient to warrant such payment of any of said dividends, and thereupon and thereafter all such deferred dividends shall be paid in the order in which they shall have accrued, when and as rapidly as such net profits shall be sufficient to pay the same. c. Holders of preferred stock in the company shall be entitled to no vote for direct- ors and to no participation in the meetings or in the management of the corporation nor to vote in a proceeding for mortgaging the property and franchises of the corporation pursuant • to section 16 of the Stock Corporation Law, for guaranteeing the bonds of another corporation pursuant to Section 19 of the Stock Corporation Law, for sale of the franchise and property pursuant to Section 20 of the Stock Corporation Law for establishing priorities or creating preferences among the several classes of stock pursuant to Section 36 of the Stock Corporation_ Law, for consolidation pursuant to Section 86 of the Stock Corporation Law, for voluntary dis- solution pursuant to Section 105 of the Stock Corporation Law, or for change of name pursuant to the General Corporation Law, nor otherwise, except in statutory proceedings as to which their votes are required by law and their right to so vote cannot by waived or surrendered by'' the provisions of this certificate until and unless said cumulative dividends shall have been defaulted upon said preferred stock for a period of three years prior to the holdings of,any election, or taking any vote. And the right to vote upon such stock shall terminate when and as soon as all arrears and accumulations of such cumulative dividends shall have been paid -and discharged in full. Upon the dissolution or other termination of the corporation.or it's busi- ness or the distribution of itts assets, the holders of preferred stock shall first receive the full par value of the same, together with any and all cumulative dividends accrued and un- paid to the date of such distribution and payment, and all of the property, assets and resour- ces of the corporation shall be applied and employed to that end and thereafter the funds re- maining shall be distributed among the holders of the Common Stock, and saving as above prov- ided the preferred stock shall not be entitled to any dividend or distribution from or interest in the property of the Corporation. d. The Company shall be entitled from time to time to retire the whole or any portion of itts preferred stock upon payment of all accrued divid- ends and the amount of one hundred and five Dollars ($105.00) for each share so purchased. Such retirement shall be effected either by payment out of the surplus, if any, of the company or at the pption of the company and of the holders of the stock by exchange of preferred stock; with a lower rate of dividend if any hereafter be issued, but in case any preferred stock shall be retired and cancelled without the issue of at least the equivalent amount of preferred or common stock, proceedings must be taksli for the reduction of the capital stock of the company, as provided by law, but no preferred stock shall be redeemed for cash under circumstances whic would produce any impairment of the capital or capital stock of the company. Such retirement or redemption of stock can only be effected on three monthts notice and, if a partial retire- ment after drawing by lot, in the manner provided by the by-laws. The amount of preferred stock or the amount of common stock may be increased from time to time as authorized by vote • of the common stock -holders and under amendment of this certificate of incorporation and by like vote and amendment preferred stock with a lower rate of dividend or other classes of pre-' ferred shock subordinate to the preferred stock hereby authorized may be issued but no stock shall be issued with rights prior to the preferred stock herein authorized. e. The holders • of the common capital stock, shall be entitled to vote the same at all meetings of the corpor- ation as provided in the stock corporation law:- One vote for each share thereof. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received by the corpor- ation for the issuance of shares, without par value, plus such amounts as, from time to time 1.35 an M rn by resolution of the Board of Directors, may be transfer ed thereto. 5. The office of the said corporation is to be located in the City of Ithaca, County of Tompkins and State of New York ?6. Its duration is to be perpetua1.,,,'7. The number of itts directors is eleven i 8. The names and post office addresses of the directorsiuntil the first annual meeting of the stockholders are as follows: • H. E. Babcock Seneca Building, Ithaca, N. Y. Harry Bull Campbell Hall, New York E. V. Underwood Seneca Building, Ithaca, N. Y. Henry Burden C zenovia, New York E. J. Walrath Evans Mills, New York "rthur Smith D,.Ruyter, New York Leigh Kirkland Randolph, New York George A. Kirkland DeWittville, New York Fred L. Porter Crown Point, New York • Fred L. Utter F iendship, New York Raymond C. Hitchings R D. Syracuse, New York 9. All of the above named directors are citizens of th United Sates and residents of the State of New York. Directors shall not be required to be stockholders. 10. The names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which they agree to take in the corporation are as follows: Harry Bull Campbell Hall, New York 1 share preferred H. E. Babcock Seneca Bldg., Ithaca, N. Y. 1 share preferred E. V. Underwood Seneca Bldg., Ithaca, N. Y.: 1 share preferred E. J. Walrath Evans Mills, New York 1 share preferred Fred L. Porter Crown Point, New York 1 share preferred 11. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation: a. No transaction, right or liability entere into, enjoyed or incurred by or in. respect of the corporation shall be affected by the fact,that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each • director of this corporation is hereby relieved of and from any and all disability which other- wise might prevent him from contracting with the corpora ion for the benefit of himself, or any firm, association, or corporation, in which in anywilse he may be interested. b. The Board of Directors, from time to time shall determine wh ther, to what extent, at what times and places and under what conditions and regulations, th. accounts, books, papers of the corp- oration or any of them, shall be open to the inspection of the stockholders and no stockhold- er shall have any right to inspect any account, book or paper of the corporation, except as ex- pressly conferred by law, or authorized by the Board or he stockholders. c. The Board of Directors may from time to time sell any or all of the .issued capital stock of the corpor- ation, whether the same be any of the original authorized capital or of any increase th,-reof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board maylbe deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the ex- tent as authorized by the Co-operative Corporations Law. d. The Board of Directors may • cause this corporation to give itts obligation or obliga ions payable within a period of years or serially over a pe-iod of years and secure payment thereof by a mortgage or deed of trust to be executed in favor of the mortgagee or to a bank or trust company as trustee to secure an issue of bonds. Said obligations to bear interest at such rate as may then be per- • mitted by law applicable to a corporation organized under Article 8A of the Co-operative Corp- orations law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certifi- cate in duplicate, dated this 7th day of November, 1930.i H. E.JBabcock Harry Bull STATE OF NEW YORK E. Victor Underwood E. J. Walrath ss: COUNTY OF TOMPKINS Fred L. Porter On this 7th day of November, 1930, before me, the su scriber, personally appeared Harry Bull, H. E. Babcock, E. V. Underwood, E'iYJ. Walrath and Fred L. Porter, to me known to be the I l 13 { same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public. Recorded Office of Secretary of State Nov. 20, 1930. Recorded Tompkins County Clerk's Office Nov. 26, 1930 Filed and recorded November 26, 1930 at 11:48 A. M. Certificate of Incorporation CERTIFICATE OF INCORPORATION OF ITHACA GOLF GARDENS, of INC. Pursuant to Article Two of the Stock Corporation Ithaca Golf Gardens, Inc. Law. 1. The name of the proposed corporation is Ith- ---------------------------------X aca Golf Gardens, Inc. 2. The purposes for which it is to be formed are to purchase, lease or otherwise acquire, and to hold, own, use, develop mortgage, lease or otherwise dispose of all real estate and personal property necessary and convenient for use as a public amusement resort. To purchase, lease or otherwise acquire and to manage amusement parks or any business connected therewith. To engage actors, musicians, acrobats and public performers of all Finds and descriptions. To,purchase, lease or conduct or otherwise dispose of ferris wheels, scenic railways, minature golf courses, and other amusement devices of every nature and description, and generally to do all things necessary and incident to such business, either as principal, agents or factors in any part of the world as fully as natural persons might or could do. To purchase, lease, construct, or otherwise acquire any and all lawful amusement devices of every kind and nature. 3. The total number, of shares that may be issued by the corporation is 100 of the par value of $100 each, all of which shares are to be of the same class. The amount of capital stock shall be $10,000. 4. The office of the corporation is to located in the City of Ithaca, County of Tompkins and State of New York. 5. The duration of the corporation is to be perpetual. 6. The number of directors of said corporation is to be three. 7. The names and postoffice address-' es of the Directors until the first annual meeting of the stockholders, are as follows: Herman Bergholtz, City Hall, Ithaca, N.Y. Charles J. Hewitt, 311-319 E.Seneca St., Ithaca, N.Y. Leroy F.Hewitt, 311-319 E.Seneca St., Ithaca, N.I. 8. The names and postoffice adresses of each subscriber of this certificate, and a state- ment of the number of shares which each agrees to take, are as follows: Name Postoffice Address iTo. of shares Herman Bergholtz City Hall, Ithaca, N.Y. 10 Charles J. Hewitt 311-319 E.Seneca St.Ithaca,N.Y. 10 Leroy F.Hewitt 311-319 E.Seneca St.Ithaca,N.Y. 10 of 9. That all of the subscribers of the certificate are/full age and at least two-thirds of them are citizens of the United States, and at least one of them is a resident of the State of New York. That at least one of the persons named as a Director is a citizenof the United States and a resident of the State of New York. IN WITNESS WHEREOF we have made, subscribed and acknowledged this certificate in duplicate. Dated this llth day of December, 1930. Herman Bergholtz L.S. STATE OF NEAF YORK Charles J. iiewitt L.S. : SS COUNTY OF TOMPKINS Leroy F. Hewitt L.S. On this llth day of December, 1930, before me the subscriber, personally appeared Herman Bergholtz, Charles J. Hewitt and Leroy F.Hewitt to me personally known, and known to me to be the same persons described herein and who executed the foregoing instrument, U n LJ U • 1'3 7 • • n U E • and the- severally acknowledged to me that they executel the same. Harold E.Simpson, Notary Public Recorded December 13, 1930 at 11:10 A. M. Certificate of Reclassification ASSOCIATED AS t 1D ELECTRIC CO22PANY of Shares Certificate of Reclassification of Shares of of Associated as and -electric Company, Pursuant A Gas and Electric Company to Section hirty-Six of the Stock Corporation - - - - - - - - - - - - - - - - - -X Law. The undersigned, consitituting the holder of recor of all of the outstanding shares of Associated Gas and Electric Company entitled to vote on a reclassification of shares of said Lssociated Gas and Electric Company, pursuant to Section Thirty-six of the Stock Cor- poration Law, does hereby state: I. The name of the Corporation is associated Gas and E ectric Company. Said name has not been changed. II. The certificate of incorporation of said Corporation was filed in the office of the Secretary of State on TAarch 19, 1906. 111. The total number of shares, in- cluding those previously authorized, which said Corporation may henceforth have is 12,000,- 000 shares, all of which are to be -ithout par value. IV. Said shares are to be classified $5.50 dividend'series preferred stoc into �5 Dividend Series Preferred Stock,/��6 Dividend Series -.'referred Stock, 46.50 Dividend Series ;. referred Stock, $7 Dividend Series ;'referred Stook, Original Series Preferred Stock, Cumulative Preference Stock, Class h Stock, Class 3 Stock and Common ::Mock. 450,000 shares thereof, consisting of the present authorized 45 Divideiid Series _'referred Stock of 450,000 shares, are to be '.5 Dividend Series Preferred Stock, 1 ,000 shares thereof, consisting of the )resent authorized �'5.50 Dividend Series PreferredStock; 55,000 shares thereof, consist- ing of the present authorized 86 Dividend Series Preferred Stock of 55,000 shares, are to be $6 Dividend Series Preferred Stock ; 65,000 shares thereof, consisting of the present authorized 86.50 Dividend Series Preferred Stock of 65,000 shares, are to be $6.50 Dividend Series Preferred Stock; 100,000 Shares thereof, consisting of the present authorized $7 Dividend Series Preferred Stock of 100,000 shares, are o be ?Y Dividend Se7-ies Preferred Stock; 45,000 shares thereof, consisting of the present authorized Original Series Pre- ferred Stock of 45,000 shares, are to be Original Series Preferred Stock;1,250 000 snares, thereof, consisting of the present authorized Cumulativ Preference Stock of 1,250,000 shares, are to be Cumulative Preference Stock; 7,000,000 shares thereof, consisting of the present authorized Class A Stock of 7,000,000 shares, are to be Class A Mock; 1,000,000 shares thereof, consisting of the present authorized Class B.S ock of 1,000,000 shares, are to be Class B Stock; and 2,000,000 shares thereof, consisting of the present authorized Common Stock of 2,000,000 shares, are to be Common Stock. The designations, preferences, privile-es, voting powers or restrictions or qualifications of and applicable to the 5 Dividend Series Preferred ;Stock, $5.50 Dividend Series 'referred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred Stock, Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock, respectively, are as follows: 1. The holders, respectively, of the $5 Dividend Series Preferred Stock, the 5.50 Dividend Series 'referred Stock, the 16 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the Y07 Dividend Series _referred Stock -and the Original Series 'referred Stock shall be entitl d to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of ij of Directors, fixed dividends at the rate of Five Dollars (,?5) per share per annum upon the ip'5 Dividend Series Preferred Stock, at the rate of rive Dollars and Fifty Cents (5.50) per share per annum upon the $5.50 Dividend Series Preferred Stock at the rate of Six Dollars i ($6.00) per share per annum upon the �6 Dividend Series -,referred Stock, at the rate of Six I� Dollars and Fifty Cents ($6.50) per share per annum upon the 5 6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ( V7.00) )er share per annuli upon the $7 Dividend Series iPreferred Stock and at the rate of Three Dollars and Fifty Cents ($3.50) per share per annum upon the Original Series Preferred Stock, and no more, payable semi-annua.Lly, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the original issue ofleach share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof or (b) before a dividend date and after the date fixed by the Board of Directors for tie taking of a record of the shareholders for the dividend )ay - able on suchdividend date, in which case the dividends on such shores shall be cumulative from the dividend date next succeeding the date of issue thereof. rill such dividends shall be paid or set apart before any dividends upon the Cumulative Preference Stock, the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so tElat if dividends at said rates, respectively, shall riot have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid on or set apart for the Cumulative Preference Stock, the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficien to pay dividends of the prescribed amounts upon the ,referred Stocks (the term "Preferred l Stock' being here and hereinafter used to mean collectively the >5 Dividend Series Preferred Stock,5.50 Dividend Series Preferred Stock, 6 Dividend Series Preferred Stock, 6.50 Dividend Series -Preferred Stock, w7 Dividend Series Preferred Stock and Original Series Pre- ferred Stock), respectively, then dividends to the extent of such surplus as is available may flevertheless, be declared by the Board of Directors in its discretion, bu' such divid- ends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respec- tively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less :lute than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. henever all cumulative dividends on the Preferred Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Cumulative Preference Stock, the Class �. Stock, the Class 3 Stock, and the Common Stock, payable then or thereafter out of any remaining surplus. Tone of the ---,referred Stocks shall be entitled to darticipate in or receive any dividend or share of surplus, whether payable in cash, stock or property, in excess of the aforesaid cumulative dividends respectively; provided, however, that while, but only while, the holders of the Original Series _22eferred Stock shall not be entitled to vote for t�,,e election of directors, the Board of Directors in its discretion may, but shall not be re- quired to, declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original Series .Preferred Stock, but not upon any other class of the 'referred Stocks, not exceeding�n the aggregate fifty cents (50�) per share in any one • • • E C, i gf; M calendar year, which additional dividends, if declared, may be paid or set apart before 1 3'9 any dividends shall be paid or set apart for the Cumulative ='reference Stock,the Class A iheStockthe Class B Stock and /or the Common Stock. 2. holders of the Cumulative )re- ference Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Boa d of Directors, fixed cumulative • dividends at the rate of Four Dollars (Y'4) per share pe annum, and no more (except as hereinafter s--Decifically provided), payable semi-annually, quarterly or monthly, and on such dates, as the Board of Directors shall from time to time determine. Said dividends shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless suc1i s_iares shall be issuld (a) on a dividend date, in which • case the ddividends on such shares shall be cumulative lfrom the date of issue thereof, or (b) before a dividend date and after the date fire, by the Board of Directors for the takin.ti; of a record of the shareholders for the dividend payabl on such dividend date, in which case the dividends on such shares shall be cumulative from the dividend date next succeeding the date of issue thereof. till such cumulative dividers s shall be paid or set a -)art before any dividends on the Class r, Stock, the Class B Stock a d/or the Coi:lmon Stock shall be paid or set apart, so that if cumulative dividends at said rate shall not have been so )aid the deficiency shall be paid or set apart before any divide�ds shall be paid or set apart for the Class t� Stock, the Class B Stock and/or the Common Stoc1. If such surplus, as determined by the Board of Dire -tors shall not on any dividend dat be sufficient to pay dividends at said rate upon the Cumulative Lreference Stock, then dividends to the extend of such surplus as is available may, nevertheless, be declared by the Bard of Directors in its disc:cetion. do such dividend declared at a less rate than the prescribed rate shall reduce, except pro is tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also de- clare and ,gay, from the surAus of the Corporation remaininT after the payment of such cumu- lative dividends upon the Cumulative 'Lreference Stock, non -cumulative additional dividends upon the Cumulative Preference `Mock aggregating, but not exceeding, One Dollar ($1.00) per share in any calendar year, and such non -cumulative additional dividend of One Dollar (�,1.00) per share shall be declared and paid or set aside fro: surplus in full in any calendar year before any dividends shall be declared or paid or set apart from surplus in such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative divid- ends on the Cumulative ?referenc4Stock for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterl,! or monthly as the case may i be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Class Ei Stock, the Class B Stock and the Common Stock ( subject to the provisions of this Subdivision 2 with respect to divid- ends on tl_e Common Stock pursuant to the provisions of ubdivision 7 hereof), payable then or thereafter out .)f any remaining surplus. 3. The holders of the Class t� Stock shall be entitled to receive from the surplus of the Corporatio available for dividends, but only as and when declared by the Board of Directors, dividends at the rate of Two Dollars (A'" per share per annum (hereinafter called ttpriority dividends on the Class A Stock"), payable quarterly on February 1, flay 1, August 1 and November 1 in each year, beginning with the quarterly dividend period ending !,lay 1, 1�25. Such dividends shall be non -cumulative, but shall be declared and paid or set aside from surplus i full in each euarterly dividend period before any dividend shall be declared or paid or set a ide from surplus on the Class B Stock and/ or the Common Stock in such quarterly dividend period. 4. Whenever the full priority 140 dividends on the Class n Stock, at the rate specified in Subdivision 3 hereof, for the cur- rent quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class d Stock, the Board of Directors may thereupon, during said quarterly dividend period, but not otherwise, declare dividends on the Class B Stock, payable then or there- after out of any remaining surplus, at the rate of Two Dollars ($2) per share per annum (hereinafter called "priority dividends on the Class B Stock"); provoded, however, that the aggregate amount of priority dividends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the actual amount of priority dividends, in the aggregate, paid on, or set aside or appropriated for, the Class A Stock for such quarterly dividend period pursuant to the provisions of Sub- division 3 hereof. Subdivisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon de- clare additional non -cumulative dividends on aoth the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) fifty Cents (46.50) per share for any one calendar year, payable out of any remaining surplus; provided, however, that the aggregate amount of additional dividends declared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate, declared upon the Class A Stock in such quarterly dividend period pursuant tothis Subdivision 5. Such additional non -cumulative dividends of Fifty Cents (Q"�.50) per share shall be declared and paid or set aside from sur- plus in full in any ca' endar year before any dividend shall be declared or ;paid or set aside from surplus in such aalenaar year upon the Coi_mon Stock pursuant to the yrovisions of Sub- division 7 hereof. G. V1henever the full priority dividends on the Class « Stock and the Class B Stock yermitted by the Provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient foy the payment thereof, and in case the actual amount Df the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the provisions of Subdivision 3 hereof shall_ exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class 13 Stock, pursuant to the provisions of Subdivision 4 hereof, the Board of Directors may thereupon (whether or not additional non -cumulative dividends sliall h_ve been declared upon the Cumulative Preference Stock or upon the Class A Stock and the Class 13 Stock pur- suant to the ,)rovisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such quarterly dividend period, but not otherwise, declare dividends on the Common :Mock, and (to the extent, but only to the extent that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period )ursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class 3 Stock, payable then or thereafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock and tl_e Common Stock pursuant to this Subdivision 6 shall not be greater t1lan such excess. 7. lhen- ever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and Class =3 Stock to the amounts res- pectively required or permitted by Subdivisions 3, 4 and 6 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, • U • • n a 141 M en respectively, and whether or not dividends shall have been declared upon the class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the Board of i Directors may thereupon, but not otherwise, declare additional dividends on the Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) divid- ends on the Common Stock (in addition to dividends, if ny, declared upon the Common Stock • pursuant to the provisions of Subdivision 6 hereof), tolthe exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided, however, that (a) if, in any calendar 1� year, the additional dividends declared on the Class A tuck pursuant to Subdivision 5 • hereof shall exceed in the aggregate the aggregate amou t of additional dividends declared 'i on the Class B Stock in such calendar year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar y ar on the Class A Stock pursi.iant to this Subdivision 7 unless and until in such calendar yoar dividends shall beAeclared, pur- suant to this Subdivision 7, on the Common Stock and ( ubject to the limitations set forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess; (b) all dividends declared pursuant to this Subdivision 7, other than dividends on the Common Stock and the Class B Sto k to the extent provided in Clause (a) of this Subdivision 7, shall be declared in such manner that (i) the holders/bf the Class A Stock shall receive one-half of -the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of th Common Stock shall together re- ceive the remaining one-half of such dividends, subject, however, to the limitations set forth in the following Clause (c) of this Subdivision and (c) in no case shall any divil- tividend on the class B Stock be declared in any quarterly • end /period pursuant to the provisions of this Subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends declared on the Common Stock in such quarterly dividend period pursuant to this Subdiv sion 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly divid- end ,period pursuant to Subdivision 4, 5 and 6 hereof; mor shall any dividends be declared in any quarterly dividend period on the Common Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than he rate per share of all dividends declared on the Class B Stock in such dividend period ursuant to this Subdivision 7 and any other Subdivisions hereof. 8. The amount of surplus payable as dividends on the Class A Stock in any quarterly dividend period, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, pay- able in Class A Stock, issued to the holders of Class Stock. The Amount of surplus pay- able as dividends on the Class B Stock in any quarterldividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such • period of a dividend, payable in any class or classes Df stock now or hereafter created, issued exclusively to the holders of the Class B Stock,. The amount of surplus payable as dividends on the Common Stock in any quarterly dividen period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole orl in part by the declaration in such • period of a dividend, payable in any class or classes Df stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The -mount of surplus payable as dividends on the Class A Stock, pursuant to Subdivision 5 or Sub- division 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, of er than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the assets of the Corporation upon liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The amount of surplus payable as dividends on the Cumulative Preference Stock in any quarterly dividend period, pursuant to Subdivision 2 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend payable in Cumulative Pre- ference Stock or any.class of stock senior thereto, issued to the holders of Cumulative Preference Stock, provided, however, and only if, the holders of the Cumulative Preference • Stock shall be given the election to receive in cash the dividend, or portion thereof, so capitalized. The provisions of .this Subdivision 8 are subject to the limitation, however, that no dividend, payable in stock of any class shall be declared upon any class of stock unless, at the time of such declaration, cash dividends equal to the amount of surplus • capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivisions hereof. The number of shares of each class of stock, respectively, to be issued in respect of any such divid- end, shall be determined by the Board of Directors of the Corporation in their sole dis- cretion. In no event shall any dividend on any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the Corporation, (a) the holders of the $.5 Divid- end Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Pre- ferred Stock, $6.50 Dividend Series Preferred Stock and $7 Dividend Series Preferred Stock shall be entitled to be paid the sum of One Hundred Dollars Q100) per share, and the holders of the Original Series Preferred Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment,whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed amount the • holders of the Cumulative Preference Stock, Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not otherwise, the holders of the Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and an amount equal to the unpaid cumulative dividends thereon accrued to the date of payment whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Class A Stock, Class B Stock and/or Common Stock; and (c) after the payment to or setting aside for holders of the Cumulative Preference Stock of the amount above provided therefor, but not otherwise, the holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or assets distributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the payment to or setting aside for the holders of the Class A Stock of the amount above provided, but not otherwiese, the • holders of the Class B Stock shall be entitled to be paid, pro rata, an amount equal to Thirty-five Dollars ($35) per share, but not exceeding in the aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or distributed amoung the holders of the Class A Stock, and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the pay- • ment to or setting aside for the holders of the Class B Stock of the amount above provided., but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to Paragraph (c) of this Subdivision 9 shall exceed the ag- gregate amount paid to or set aside for the holders of the Class B Stock pursuant to Paragraph (d) of this Subdivision 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata accord- • • U • • !i 143 ing to their respective shares, before any further amo nt shall be paid to or distributed among the holders of the Class A Stock; and (f) after the payment pro rata to or setting aside for the holders of Class B Stock of the amount in the aggregate, above provided, and if any amount shall be distributable to the holders of the Common Stock pursuant to paragraph (e) of this Subdivision, after the payment pro rata to or the setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise, one- half of the remaining assets and funds shall -be distri uted wholly and exclusively among and paid to the holders of the Class A Stock pro rata according to their respective shares, and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Commo Stock pro rata according to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision-9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Preferred Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, res- pectively, shall be the same. 10. At the election of the Corporation to be exercised by resolution of its Board of Directors, the $5 Dividend Series Preferred Stock, the $5 50 Dividend Series Preferred Stock, th6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock, the Original Series Pre- ferred Stock and/or the Cumulative Preference Stock in whole or in part, may be redeemed at any time and from time to time, upon thirty days' previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board ofDirectors, at the price for the $5 Dividend Series Preferred Stock of One Hundred and Two Dollars ($102) per share at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars cents and Fifty /($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share and at the p ice for the Original Series Preferred Stock and the Cumulative Preference Stockbf SiXty Dollars ($60) per snare, together, in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any clasS of the Preferred Stocks or of the Cumulative Preference Stock shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date•of redemption (unless default shall be made by the Corporation in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corporation, ex- ceptthe right to receive the redemption price, shall c ase and terminate. 11. Except in this subdivision otherwise expressly provided, no holder of stock of the Corporation of whatever class shall have any preferential or other ri ht of subscription to any shares, of to be i sued any class of stock of the Corporation issued orb sold, now or hereafter authorized, or of any obligations convertible into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discretion ma determine. Any shares or convert- ible obligations which the Board of Directors may offer for subscription may in its dis- cretion be offered to the holders of any one or more or all classes of stook to the ex- clusion of any other class or classes of stock at the ime outstanding, except that no share of Class B Stock or Common Stock or obligations conver ible into Class B Stock or Common i 144 Stock shall be so offered to others than the holders of Class B Stock without the vote or written consent of theholders of the majority of the Class B Stock at the time outstanding. Anything herein'to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized, and to any obligations convertible into Class B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof without first offering the same to the holders of the Class B Stock for subscrip- tion. No such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferential right of subscription except as to the shares of Class B Stock and/or Common Stock expressly specified in such consent. 12. The Corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to stock of any class including the classes herein created and -to authorize increase or reduce the amount of the autnorized/and create new or additional Glass or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders -of the outstanding shares of the Preferred Stocks (including any class or classes of preferred stock hereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to/the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, andat least a majority, collectively, of such of the holders of the outstanding shares of Original Series Preferred Stock and such of the holders of the outstanding shares of $6 Dividend Series Preferred Stock, as shall vote in person or by proxy at such meeting; and provided,further,that the relative preferences of the $5 Dividened Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Divid- end Series Preferred Stock and the Original Series Preferred Stock shall not thereby be Changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least amajor.ity of the shares of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of shares, or (2) into the same or a different number of shares with par value, or (3) if theretofore changed into shares with par value, into the same or a different number of shares without par value; provided that the aggregate dividends,the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the new shares, issuable in lieu of the then outstanding shares of any class, shall be entitled, shall be equal respectively to the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or wind- ing up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled and that each holder of the then outstand- ing shares of the respective class shall be entitled to receive such proportion of the new shares issuable in lieu of the then outstanding shares of such class, as the number of the then outstanding shares of such class held by him shall near to the total number of shares of such class then outstanding, and provided further that otherwise such new shares shall have the same preferences, privileges, voting powers, restrictions and qualifications as thel then outstanding shares of such class; and (c) to distinguish, by such designation or in • • LJ a • such manner as it may determine, the several classes of stock at any time outstanding, in- 145 an M Mcluding the classes herein created. Subject only to the provisions of Subdivision 11 hereof ` the Corporation shall have power and is hereby- authorized to issue and sell its authorized shares, without par value, of any class or classes, fron time to time, as the Board of Directors shall determine, and, in the absence of fraud in the transaction, for such con- sideration as, fro:.-. time to time, may be fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non -assessable and the holder of such shares shall not be liable to the Corporation or its creditors in respect thereto. The Corporation shall have power and authority at any time and from time to time, in accordance with law, to con- fer upon the holders of the Preferred Stocks of the Corporation of any class or classes, now or hereafter authorized and/or outstanding, the right and privilege of exchanging or con- verting the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such con- ditions as the Board of Directors may determine, and to authorize the issuance of such Pre- ferred Stock, Class A Stock and/or Common Stock upon the exchange or conversion.of Preferred Stock, as well as upon the exchange or conversion of bonds, debentures, debenture certifi- cates, notes, certificates or evidences of indebtedness or other debt securities of the Corporation. The relative preferences, privileges and voting powers of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any of the rights of the holders of the class A Stock without the written consent or affirmative vote of the holders of at least a majority, of the shares of Class A Stock at the time.outstanding. I3. The preferred Stocks, the Cumulative Preference Stock, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/or preferences herein created in favor of the holders of the Preferred Stocks, the Cumulative Preference Stock the Class A Stock and the Common • Stock, respectively, as aforesaid, the holders, respectively, of the preferred Stocks, the Cumulative preference Stock, the Class A Stock and the C mmon Stock shall and do hereby waive and relinquish, in favor of the Class B Stock, and are hereby I specifically excluded from, hall voice and vote in the election of directors in the management of the Corporation, in any proceeding for mortgaging its property and franchises pu suant to Section Sixteen, for con- ferring on the holder of any debt or obligation the righ to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of stock to employees pursuant to Section Fourteen, for Guaranteeing the bonds of another corporation pursuant to Section Nineteen, for sale of franchises and property pursuant to Section Twenty, for change of pur- poses, powers or provisions, number of directors or location of office pursuant to Section Thirty-five, for establishing priorities or creating pre erences among the several classes of stock or making any other changes in respect of share , capital stock or capital pur- suant to Section Thirty-six (except as otherwise provided in Subdivision 12 hereof), for con- solidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Section One Hundred and Five, of the,Stock Corporation Law, or pursuant to any amendment or amend- ments to said sections or any of them or to any section or sections substituted therefor or to any other provision of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon or in respect • of any other matter or question requiring the vote or co sent of the stockholders, now or hereafter provided by law, the Preferred Stocks, Cumulative Preference Stock, Class A Stock ,,and Common Stock being each specifically excluded from the right to vote in any such pro- Iceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in, and r served to and for, the holders of the Class B Stock; provided, 1_owever, as follows: (a) In case default shall be made in the payment of cumulative dividends on the $5 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be•made in the Payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars ($11.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend Series Preferred Stock and the Arrearages of cumulative dividends thereon shall equal at least Thirteen Dollars ($13.00) per share, or in case default shall be made in the payment of cumulative dividends on the $7 Dividend Series Preferred Stock, and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case default shall be made in the payment of cumulative dividends on the Original Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven ($7.00) per share, then and thereupon, during, but only during thehontinuance of such default) the holders of the Preferred Stocks, but not the holders of the Cumulative Preference Stock or the Class A Stock or (unless permitted to vote pursuant to Paragraph (c) of this Sub- division 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class .S Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preceding period of twenty-four con- secutive calendar months, commencing not earlier than January 1,1925, dividends on the Class A Stock outstanding during the whole of said period amounting to at least $4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the Class A Stock aggregating $4 per share during a successive twenty-four monthst period, the holders of the Class A Stock shall have the voting power, to the exclusion of the holders of the Class B Stock and Common Stock, to elect two (but no more)of the directors of the Corporation. (c) Whenever the holders of a majority of the shares of Class B Stock at any time outstanding shall, in person or by proxy, by vote at a meeting or instrument in writing, consent that the holders of the Common Stock be Permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders, or generally for any period, specified in such consent, then, whether or not the holders of the Preferred Stocks shall then be entitled to vote, the holders of the Common Stock shall have the right to vote, together with the holders of the Class B Stock, In the proceeding or upon the matter or question or at the meeting or meetings or generally for the period or periods specified in such consent, but not otherwise, on an equality with the holders of the Class B Stock and in the same manner and with the same force and ef- fect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time. Nothing herein is intended to fix �1 the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any class of the Preferred Stocks or of Cumulative Preference Stock or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the preceding Subdivision 12) shall be en- titled to notice of any meeting of stockholders, subject to conflicting statutory require- ments, if any. Nothing herein shall prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or classes of the Preferred Stocks and/or the Cumulative Preference Stock and/or of the Class A I Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite I G • r� U • 147 in the judgment of said Board to obtain the vote or consent of a specified percentage of the • • outstanding capital stock of the Corporation, without r gard to the classification thereof, or a specified percentage of the outstanding shares of any one or more of such classes of stock; but nothing herein shall or is intended to, authorize or empower the Board of Directors to waive, relinquish or impair the voting andlother rights here conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Pre- ferred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the class or classes entitl e or permitted to vote. Whenever the holders of the Class A Stock shall be entitled or per- mitted to vote for the election of two directors or as a separate class as to any other mat- ter each holder of such stock shall be entitled to one vote for each share held, but other- wise only to one vote for each $100 which such holder is' entitled to receive, in the event of disolution, liquidation or winding up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 0 hereof in preference to the Class B Stock. In all cases each holder of Class B Stock, shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Cumulative Preference Stock or the Common Stock shall be permitted to vote as to any matter, each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as the right of the holders -of Class A Stock to elect two direct- ors of Class A Stock to elect two directors shall arise,,a special meeting of stockholders shall, upon the written request of the holders of record of not less than ten per cent. of the shares of .Class A Stock then outstanding, be calledand held for the .election of direct- ors, and at such meetingors, and at such meeting the terns of office of all who may then be directors shall terminate and a new Board of Directors s all be elected, -two thereof by the C1ass'A Stock and, the remaining by the holders of the holders of the/Class B Stock, subject to the rights of the 'referred Stocks to participate in such election if then entitled to vote. Whenever and as often as the'rig ht of the holders of Class A Stock to elect two directors shall terminate,the terms .of office of the two directors then in office, elected by the holders of the Class A Stock, shall thereupon.ex- pire, and -the vacancies shall be filled in the manner provided by the by-laws of the Corp- oration. 14. Dividends on all classes of stock shall bo declared only when and as the Board of Directors shall in their sole discretion deem -the same advisable, and only from the sur- plus of the Corporation as such shall be fixed and determined by said Board. Unless the lIBoard of Directors shall otherwise provide, a dividend on any class of stock shall be pay- able only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the. date of declaration or the date of payment of such dividend, and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive • such dividend, notwithstanding that he may have been a holder of shares of such class on the date of thedeclaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determining the re- spective rights of the holders of Class A Stock and the.holders of Class B Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the event of • dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelledE hall be deemed to be outstanding; but this provision shall not apply to any shares of Clas A Stock held by any Corporation, i `a ssociation or trust, all or -a majority of whose shares, or of any class thereof having voting power, shall be held directly or indirectly by the Corporation, and such shares of Class A Stock shall be deemed outstanding for all purpoSE,s except the right to vote for the election of two directors, and, except as aforesaid, such holder of shares of Class A Stock 148 i1 shall have the same rights as any other holder of shares of Class A Stock. V. The statement) respecting its capital contained in the certificate of incorporation of said Corporation, as heretofore amended, is to remain unchanged and is as follows: "Henceforth, the capital of the corporatbn shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of corisideration receird by the corporation for the issuance of shares without par value, plus such amounts, as, from time to time, by resolution of the Board of Directors may be transferred thereto." VI. The total number of shares which said Corporation is already authorized to issue is 12,000,000 shares, all of which are without par value. Of said 12,000,000 shares already authorized 4502000 shares are $5 Dividend Series Preferred Stock, 15,000 shares are $5.50 Dividend Series Preferred Stock, 55,000 shares are $6 Dividend Series Preferred Stock, 85,000 shares are $6.50 Dividend Series Preferred Stock, 100,000 shares are $7 Dividend Series Preferred S tock, 45,000 shares are Original Series Preferred Stock, 1,250,000 share -,are Cumulative Preference Stock, 7,000,000 shares are Class A Stock, 1,000,000 shares are Class B Stock and 2,000,000 shares are Common Stock.. The designations, preferences, privileges and voting powers or restrictions or qualifications thereof or applicable to said classes of stock al- ready authorized are as follows: 1. The holders, respectively, of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Pre- ferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall be entitled to receive from the sur- plus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars W) per share per annum upon the $5 Dividend Series Preferred Stock, at the rate of Five Dollars and Fifty Cents I{ (15.50) per share per annum upon the $5.50 dividend Series Preferred Stock at the rate of Six Dollars ($6.00) per share per annum upon the $6 Dividend Series Preferred Stock, at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the t6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ($7.00) per share per annum upon the $7 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty Cents (3.50) per share per anrwm upon the Original Series Preferred Stock, and no more, payable semi- annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such shares shall be cumulative from the dividend date next succeeding the date of issue thereof. All such dividends shall be paid or set apart before any dividends upon the Cumulative Preference Stock, the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if dividends at said rates, respectively, sha11 not have been so paid, the deficiency shall ba paid or set apart before any dividends shall be paid or set apart before any dividends shall be paid on or set apart for the Cumulative Pre ference Stock, the Class A Stock, the Class B Stock and/or the Common Stock. If such sur- plus as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term "Preferred Stocks" being here and hereinafter used to mean collectively the $5 Dividend Series Pre- 7� • n U • ferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock ls Wo �n M • • • • • $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series', Preferred Stock), respectively, then dividends to the e t.ent of such surplus as is available may, nevertheless, be declared by the Board of DirectorE in its discretion, but such divid- ends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respec- tively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the presc ibed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulatin . Whenever all cumulative dividends on the preferred Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the current year zhall have been paid, or the Corporation shall have set aside and appropriatEd from its sur- plus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Cumulative Preference Stock, the Class A Stock, the Class B Stock, and the Common Stock, payable then or th reafter out of any remaining sur- plus. None of the Preferred Stocks shall be entitled tc participate in or receive any dividend or share of surplus, whether payable in cash, stock or property, in excess of the aforesaid cumulative dividends respectively; provided.,,ILOwever., that while, but only while,,, the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Directors in its discretion may, but shall not be re- quired to, declare and pay from the surplus of the Corp ration non -cumulative additional dividends upon the Original Series Preferred Stock, but not upon any other class of the Preferred Stocks, not exceeding in the aggregate fifty cents (50c ) per share in any one .calendar year, which additional dividends, if declared, may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stock, the Class A Stock, the Class B Stock and/or the Common Stock. 2. The ho ders of the Cumulative Preference Stock shall be entitled to receive from the surplus of he Corporation available for divid- ends, but only as and when declared by the Board of Dir ctors, fixed cumulative dividends at the rate of Four Dollars ($4) per share per annum, and no more (except as hereinafter spec- ifically provided),payable semiannually, quarterly or monthly., and on such dates, as the Board of Directors shall from time to time determine. Oaid dividends shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such shares shall be issued (a) on a dividend date, in which case the dividends on such shares shall be cumulative frou the date of issue thereof.. or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such shares shall be cumulative from the dividend d ate next preceding the date of issue thereof. All such cumulative dividends shall be paid oi set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if cumulative dividends at said rate shall not haVE been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the Class A Stock, the Class B Stock and/or the Common Stock. If such sure us, as determined by the Directors, shall not on any dividend date be sufficient to pay dividends at said rate upon the Cum- ulative Preference Stock, then dividends to the extent f such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the surplus of the Corporation remaining after the payment of such cumulative dividends upon the Cumulative Preference Stock, non -cumulative additional dividends upon the Cumulative! 15 i Preference Stock aggregating, but not exceeding, One Dollar ($1.00) per share in any calendar) year, and such non -cumulative additional dividend of One Dollar ($1.00) per share shall be declared and paid or set aside from surplus in full in any calendar year before any divid- ends shall be declared or paid or set apart from surplus in such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative dividends on the Cumulative Preference Stock for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appro- priated from its surplus a sum sufficient for the/payment thereof, the Board of Directors may thereupon, but and otherwise, declare dividends on the C-'ass A Stock, the Class B Stock and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the provisions of Subdivision 7 hereof), payable then or thereafter out of any remaining surplus. 3. The holders of the Class A Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when,$eclared by the Board of Directors, dividends at the rate of Two Dollars ($2) per share per annum (hereinafter called "priority dividends on the Class A Stock"), payable quarterly on February 1, day 1. August 1 and A ovember 1 in each year, beginning with the quarterly dividend period ending May 1, 1925. Such dividends shall be non -cumulative, but shall be declared and paid or set aside from surplus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the CoIrmon Stock in such quarterly dividend period. 4. Whenever the full priority dividends on the Class A Stock, at the rate specified in Subdivision 3 hereof, for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and apporpriated from its surplus a sum sufficient for the payment of said divid- ends on the Class A Stock, the Board of Directors may thereupon, during said quarterly divid- end period, but not otherwise, declare dividends on the Class B Stock, payable then or there- after out of any remaining surplus, at the rate of Two Dollars ($2) per share per annum (hereinafter called "priority dividends on the Class D Stock"); provided, however, that the aggregate amount of priority dividends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the actual amount of priority dividends, in the aggregate, paid on, or set aside or ap_ropriated for, the Class A Stock for such quarterly dividend period pursuant to the provisions of Sub- division 3 hereof. 5. Whenever the full priority dividends on the Class A Stock and the for Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof/the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appro- priated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one calendar year, payable ouit of any remaining surplus; provided, however, that the aggregate amount of additional dividends dechred upon the Class B Stock, pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event ex- ceed the actual amount of additional dividends, in the aggregate, declared upon the Class A Stock in such quarterly dividend period pursuant to this Subdivision 5. Such additional Inon-cumulative dividends of Fifty Cents ($.50) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividend shall be declared or paid or set aside from surplus in such calendar year upon the Common Stock pursuant to the pro- visions of Subdivision 7 hereof. 6. Whenever the full prmrity dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the ,current quarterly dividend period, shall have been paid, or the Corporation shall have set i I • E • i1 U 151 to M ►n M ter+ • • • • • aside and apt>ropriated from its surplus a sum sufficient for the payment thereof, and in case the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority div- idends for such quarterly dividend period, in the aggre ate, paid on, or set aside and ap- propriated for the Class B Stock, pursuant to the provi ions of Subdivision 4 hereof, the Board of Directors may thereupon (whether or not additional non -cumulative dividends shall have been declared upon the Cumulative Preference Stock or upon the Class A Stock and the Class B Stock pursuant to the provisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such quarterly dividend period, but not otherwise, declare dividends on the Common Stock, and (to the extent, but only to the extent that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the.Class B Stock, payable then or thereafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greater than such excess. 7. Whenever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Cor- poration shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively, and whether or not dividends shall have been declared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the B oard.of Directors may thereupon, but not otherwise declare additional dividends on the Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (inaddition to dividends, if any, declared upon the Common Stock pursuant to the'provisions of Subdivision 6 hereof), to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus re- maining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; p ovided, however, that (a) if, in any calendar year, the additional dividends declared oi.i the Class A Stock pursuant to Subdivision 5 hereof shall exceed in the aggregate the 4ggregate amount of additional dividends declared on the Class B Stock in such calendat year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision 7 unless and until in such calendar year divid- ends shall be declared, pursuant to this Subdivision 7, on the Common Stock and (subject to the limitations set forth in Clause (c) of this subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess; (b all dividends declared pursuant to this subdivision 7, other than dividends on the Common Stock and the Class B Stock to the extent provided in Clause (a) of this Subdivision 7 shall be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B S ock and the holders of the Common Stock shall together receive the remaining one-half of Ouch dividends, subject, however, to the limitations set forth in the following Clause (c) o� this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this subdivision 7 at a rote per share greater than the ex- cess of the rate per share of all dividends declared onIthe Common Stock in such quarterly dividend period pursuant to this Subdivision 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly dividend period pur- suant to Subdivisions 4, 5 and 6 hereof; nor shall any dividends be declared in any quart- erly dividend period on the Common Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share of all dividends declared on the ClassB Stock in•such dividend period pursuant to this Subdivision 7 and any other subdivi- sion hereof. 8. The amount of surplus payable as dividends on the Class A Stock in any Quarterly dividend period, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in Class A Stock, issued to the holders of Class A Stock. The amount of surplus payable as dividends on the Class B Stock in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period of a Dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued ex- clusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant to Subdivision 5 o.r Subdivision 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, other than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the dis- tribution of the assets of the Corporation upon liquidation or dissolution, iss-.3ed exclusively:; to the holders of the Class A Stock. The amount of surplus payable asaividends on the j Cumulative Preference Stock in any quarterly dividend period, pursuant to Subdivision 2 i hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend payable in Cumulative Preference Stock or any class of stock senior thereto, issued to the holders of Cumulative rreference Stock. The provisions of this Subdivision 8 are sub ject to the limitation, however, that no dividend, payable in stock of any class, shall be at the time of such declaration, cash dividends equal tokhel declared upon any class of stock unless,/amount of surplus capitalized by such dividend could' have /been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivisions hereof. The number of shares of each class of stock, respect- ively, to be issued in respect of any such dividend, shall be determined by the Board of Directors of the Corporation in their sole discretion. In no event shall any dividend on J any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event i it of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the Corporation, (a) the holders of the 5 Dividend Series ireferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred 1' Stock and $7 Dividend Series Preferred Stock shall be entitled to be paid the sum of One Hundred,Dollars ($100) per share, and the holders of the Original Series Preferred Stock q shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Cumulative Preference Stock, Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not other- wise, the holders of the Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and an amount equal to the unpaid cumulative dividends thereon accrued to the date of payment, whether or not there shall then be any surplus, be- 0 • • fore any amount shall be paid to or assets distributed among the holders of the Class A Stoc'_{, 11,53 ^n Class B Stock and/or Common Stock; and (c) after the ;ay ent to or setting aside for holders of the Cumulative Preference Stock of the amount above provided therefor, but not otherwise, the. holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or ssets distributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the payment to or setting aside for the holders of the Class A Stock of the amount abov provided, but not otherwise the • holders of the Class B Stock shall be entitled to be paid, pro rata, an amount equal to Thirty-five dollars ($35) per share, but not exceeding n the aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or distributed among the holders of the Class A Stock and efore any amount the holders of the • Class A Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of the Class B Stock of the amount above provided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to Paragraph (c) of this Sub- division 9 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock pursuant to Paragraph (d) of this Subdivi ion 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective sha es, before any further amount shall be paid to or distributed among the holders of the Clas A Stock; and (f) after the payment pro rata to or setting aside for the holds of Class B Stock of the amount,in the aggre- ii gate, above provided, and if any amount shall be distri utable to the holders of the Common Stock pursuant to Paragraph (e) of this Subdivision, after the payment pro rata to or the setting aside for the holders of the Common Stock of th amount so distributable, but not otherwise, one-half of the remaining assets and funds s all be distributed wholly and ex - elusively among and paid to the holders of the Class A 3tock pro rata according to their respective shares, and the other one-half of said remaining assets and funds shall bedis- tributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective shares. In case the asse s and funds of the Corporation shall be insufficient to pay the holders of the.Preferred Sto ks the full amounts hereinabove in Paragraph (a) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Preferred St cks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Pre- ferred Stocks hears to the full amount hereinabove in said Paragraph (a) prescribed for such class, respectively, shall be the same 10. At the election of the Corporation to be excercised by resolution of its Board of Directors, the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock, the Original Series Preferred Stock and/or the Cumulative Preference Stock in whole or in part, may be redeemed at any time and from time to time, upon thirty dayst previous notice given in such manner as may be -prescribed by the by-laws or by resolution of t'e Board of Directors, at the price for the $5 Dividend Series Preferred Stock, of One Hun red and Two Dollars (0102.) per share, at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars • and Fifty Cents ($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per snare and at the price for the Original Series Preferred Stock and the Cumulative Preference Stock of Sixty Dollars ($60) per share, together, in each case, with the unpaid cumulative dividends thereo accrued to the date of redemption. In the event that a part and not the whole of any class of the Preferred Stocks or of the Cumulative Preference Stock shall be redeemed, the sha es to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Dir- 'tY ectors. From and after the date fixed in any such notice as the date -:)f redemption (un- less default shall be made by the Corporation in the payment of the redemption price pur- suant to such notice) all.dividends on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corporatbn, except the right to receive the redemption price, shall cease and terminate. 11. Except as in this subdivision otherwise expressly provided, no holder of stock of the Corporation ofwhatever class shall have any preferential or other right of subscription to any share of any class of stock of the Corporation issued or to be issued or sold, now or hereafter authorized, or of any obligations convertible into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discrtion may determine. Any share or convertible obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or classes of stock at the time outstanding, except that no shares of Class B Stock or Common Stock or obligation convertible into Class B Stock or Common Stock shall be so offered to others than the holders of Class B Stock without the vote or written con- sent of the holders of the majority of the Class B Stock at the time outstanding. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a pre- ferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized, and to any obligations convertible into Class B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof with- out first offering the same to the holders of the Class B Stock for subscription. No such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferential right of subscription except as to the shares of Class B Stock and/or Common Stock expressly specified in such consent. 12. The Corporation shall have, and does here- by reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created, and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (including any class or classes of preferred stock '-)ereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such -shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders of the outstand'ng shares of Original Series Preferred Stock and such of the holders of the outstanding shares of $6 Dividend Series Preferred Stock, as shall vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the 96.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the riginal Series Pre- ferred Stock shall not thereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consazt or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected: (b) to change the shares of any one or more or all classes (including those • • A n LJ U n U herein created) at the time outstanding (1) into a different number of shares, or (2) into the same or a different number of shares with par value, or (3) if theretofore changed. into +� 55 M shares with par value, into the same or a different number of shares without par value; M provided that the aggregate dividends, the aggregate am I unt in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the new shares, issuable in lieu of the then outstanding shires of any class, shall be entitled, shall be equal. respectively to the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggre ate redemption price (if redeemable) • to which the then outstanding shares of the respective class shall be entitled, and that each holder of the then outstanding shares of the respective class shall be entitled to receive such proportion of the new shares issuable in lieu of the then outstanding shares of such class, as the number of then outstanding shares of such class held by him shall bear to • the total number of shares of such class then outstandi g, and provided further that other- wise such new shares shall have the same preferences, privileges, voting powers, restrictionslj and qualifications as the then outstanding shares of such class; and (c) to distinguish, by such designation or in such manner as it may determi e, the several classes of stock at II any time outstanding, including the classes herein crea ed. Subject only to the provisions of Subdivision 11 hereof, the Corporation shall have po er and is hereby authorized to issue and sell its authorized shares, without par value of any class or classes, from time i to time, as the Board of Directors shall determine, and' in the absence of fraud in the transaction, for such consideration as, from time to ti e, may be fixed by the Board of Directors. Any and all shares so issued shall be deeme fully paid and non -assessable and the holder of such shares shall not be liable to the Co poration or its creditors in respect thereto. The Corporation shall have power and authorit at any time and from time to time, in accordance with law, to confer upon the holders of t e Preferred Stocks of the Corporation of any class or classes, now or hereafter authorized an'/or outstanding, the right and • privilege of exchanging or converting the same for or i to shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stoc J. within such periods, upon such bases and subject to such conditions as the Board of Di ectors may determine, and to auth- orize the issuance of such Preferred Stock, Class A Sto k and/or Common Stock upon the ex - of Preferred Stock as well as upon the ex -hang e or conversion change or conversion/of bonds, debentures, debenture ce tificates, notes, certificates or evidences of indebtedness or other debt securities of tie Corporation. The relative pre- ferences, privileges and voting powers of the Class A S ock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall of be changed or amended so as to li affect adversely any of the rights of the holders of th, Class A Stock without the written consent or affirmative vote of the holders of at least'a majority of the shares of Class A Stock at the time outstanding. 13. The Preferred StOc s, the Cumulative Preference Stock. the Class A Stock and the Common Stock shall each be no -voting and in consideration of the rights and/or preferences herein created in favor o the holders of the Preferred Stocks, • The Cumulative Preference Stock, the Class A Stock and he Common Stock, respectively, as aforesaid, the holders, respectively, of the Preferred.Stocks, the Cumulative Preference a I!Stoak, the Class A Stock and the Common Stock shall and do hereby waive and relinquish, in IIfavor of the Class B Stock, and are hereby specifically, excluded from, all voice a, --ad vote in the election of directors, in the management of the Cor oration, in any proceeding for mort- gaging its property and franchises pursuant to Section ixteen, for conferring on the holder • of any debt or obligation the right to convert the prin ipal thereof into stock pursuant to Section Sixteen, for the -issuance of stock to employee; pursuant to Section Fourteen, for guaranteeing the bonds of another corporation pursuant o Section `nineteen, for sale of franchises and property pursuant to Section Twenty, for change of purposes, powers or pro- visions, number of directors or location of office purs ant to Section Thirty-five, for est- ablishing priorities or creating preferences among the several classes of stock or making ILI any other changes in respect of shares, capital stock or capital pursuant to Section Thirty, six (except as otherwise provided in Subdivision 12 hereof), for consolidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Section One Hundred and Five, of the Stock. Corporation Law, or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substituted therefor or to any other provision • of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stockholders, now or hereafter provided by law, the Preferred Stocks, Cumulative Preference Stock, Class A Stock and Common Stock being each specifically excluded from the right to vote in any such proceeding or upon or in res- • pect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in, and reserved to and for, the holders of the Class B Stock: provided, however, as follows: (a) In case default shall be made in the payment of cumu- lative dividends on the $5 Dividend Series Preferred S tock and the arrearages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars ($11.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Thirteen Dollars ($13.00) per share, or in case default shall be made in the payment of cumulative dividends on the • $7 Dividend Series Preferred Stock and the Arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case default shall be made in the payment of cumulative dividends on the Original Series 'referred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars ($7.00) per share, then and thereupon, during, but only during the continuance of such default, the holders of the Preferred Stocks, but not the holders of the Cumulative Preference Stock or the Class A Stock or (unless permitted to vote pursuant to Paragraph (c) of this subdivision 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preceding period of twenty-four consecutive calendar months, co_dmencing not earlier than ja.nuary 1, 1025, dividends on the Class A Stock out- standing during the whole of said period amounting to at least $4 per share in the aggre- gate, then and thereupon, but only until dividends shall be declared and paid upon or set • aside for the Class A Stock aggregating $4 per share during a successive twenty-four months period, the holders of the Class A Stock shall have the voting power, to the exclusion of the holders of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) Whenever the holders of a majority of the shares of Class B Stock at any time outstanding shall, in person or by proxy, by vote at a meeting or instrument in • writing, consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders, or generally for any period, specified in such consent, then, whether or not the holders of the Preferred Stocks shall then be Entitled to vote, the holders of the Common Stock shall have the right to vote, together with the holders of the holders of the Class B Stock, in the proceeding or upon the matter or question or at the meeting or meetingsor generally for the period or periods specified in such consent, but not otherwise, on an equality with the holders of 157 • U s • the Class B Stock, and in the sam.e,manner and with the s me force and effect as though the holders of the outstanding shares of Common Stock were hOlders'of a like number of shares of -Common -Stock were -holders --of -a 3i-ke-n-Kmi5ter -of- s­ha-res 6f Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time. Nothing herein is intended to fix the number of directorls of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any class of the preferred Stocks or of Cumulative preference Stock or of Class A Stock or of Common Stock (except when entitled to vote thereat puns ant to this Subdivision 13 and the preceding Subdivision 12) shall be entitled to notice o any meeting of Stockholders,sub- ject to conflicting statutory requirements, if any. Nothing herein shall. prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or classes of the Preferred Stocks and/or the Cumulative Pre- ference Stock and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of aid Board to obtain the vote or con- sent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding shares of any one or more of such.classes,of stock; but nothing herein shall, or is intended to, authorize or empower the Board of Directors to waive, r linquish or impair the voting and other rights herein conferred upon the holders of the C ass B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall bl entitled or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the class or classes entitled or permitted to vote. lWhenever the holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any other matter, each holder of s ch stock shall be entitled to one vote for each share heold, but otherwise only to one vote for each $100 which such holder is entitled to receive, in the event of disolution, liq idation or winding up of the Cor- poration, on the shares held by such holder under the p ovisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. in all ca es, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the hold- ers of the Cumulative k�reference Stock or the Common St ck shall be permitted to vote as to any matter, each holder of stock of the class permitted'to vote shall be entitled to one vote for each share of such stock held by him. Vhenever wad as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stock- holders shall, upon the written request of the holders of record of not less than ten x;er cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office 011f all who may then be directors shall terminate and a new Board of Directors shall be elected, two thereof by the holders of the Class A Stock and the remaining by the holders of the lass B Stock, subject to the rights of the Preferred Stocks to participate in such election if then entitled to vote. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall ter - urinate, the terms of office of the two directors then in office, elected by the holders of the Class A Stock, shall thereupon expire, and the vac ncies shall be filled in the manner provided by the by-laws of the Corporation. 14. Dividends on all classes of stock shall be i 0 declared only when and as the Board of Directors shall in their sole discretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of directors shall otherwise provided, a dividend on any class of stock shall be payable only to holders of record of shares of such class on Iithe day fixed by said Board for the taking of a record of stockholders for the payment of i such dividend, regardless of the date of declaration or the date of payment of such divid- end, and no person not a holder of record of shares of such class on such day.shall be en- titled to partici.ate in or receive such dividen, notwithstanding that he may have been a holder of shares of such class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determining the respective rights of the holders of Class A Stock and the holders of Class B Stock and Common Stock in any distribution of Surplus and/or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or other- wise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by any corporation, association or trust all or a majority of whose shares, or of any class thereof having voting power, shall be held directly or in- directly by the Corporation, sand such shares of Class A Stock shall be deemed outstanding for all purposes except the right to vote for the election of two directors, and, except as aforesaid, such holder of shares of Class A Stock shall have the same rights as any other holder of shoayes of Class A Stock. VII. The number of shares of each class issued and outstanding is 393,456 shares of $5 Dividend Series eref erred Stock, 0 shares of 5.50 Dividend Series Preferred Stock, 45,006 shares of $6 Dividend Series Preferred Stock, 80,661 shares of $6.50 Dividend Series Preferred Stock, 97,087 shares of $7 Dividend Series Preferred Stock, 42486 shares of Original Series Preferred Stock, 0 shares of Cumulative Preference Stock, 5596248 shares of Class A Stock, 614366 shares of Class B Stock and 1750473 shares of Common Stock. IN WITNESS WHEREOF, the undersigned have made, subscribed and acknowledged this certificate the 19th day of November, 1930. Name of Stockholders Number of Shares Associated Securities Corporation 614,366 By H. C. Hopson, Vice -President. Attest: M. C. O'Keefe Corporate Seal Secretary. STATE OF NEW YORK ) On this 19th day of "ovember, 1930, before irie came H. C.Hopson, ss: G:)'JNTY OF NEW YORK ) to me known, who, being by me duly,sworn, did depose and say that he resides in the Borough of ka.nhattan, City and State of New York; that he is the Vice - President of Associated Securities Corporation, the cor;Foratbn described in and which ex- ecuted the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. li (SEAL) Joseph A. Shields Joseph A.Shields �! STATE OF NEW YORK ) Queens Co.Clerk's No.1658, Register's No.1039 ss: N.Y.Co. Clerk's No.62,Register's No.2-S-31 COUNTY OF NEW PORK Commission Expires March 30,1932 M. C. O'Keefp, being duly sworn, deposes and says, that she is Secretary of Associated Gas and Electric Company; that she resides in the Borough of Manhattan, City and State of New York; and that the person who executed the foregoing Certificate of Reclassification of y Shares of Associated Gas and Electric Company, constitutes the holder of record of all the outstanding shares of said Associated Gas and Electric Company entitled to vote thereon. Subscribed and sworn to before me ) this 19th day of November,1930 ) 9. C. O'Keeffe Joseph A Shields Joseph A. Shields Notary Public Queens Co.Clerk's No.1658, Register's No.1039 N.Y.Co.Clerk's No.62, Register's N6.2-S31 Commission Expires earth 30, 1932.(SEAL). U • • C, C w� • • C7 .. • �15 J 5075 STATE OF NEW YORK ) I CERTIFY THAT I have compared the preceding copy with �ss: DEPARTMENT OF STATE the original Certificate of Reclassification of shares of Associated Gas and Electric Company, filed in this department on the 21st day of November, 1930, and that such copy is a correct transcript theref om and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-first day of November, one thousand nine hundred and thirty. (SEAL) Frank S.Sharp, D puty Secretary of State. (ENDORSED)ASSOCIATED GAS AND ELECTRIC COMPANY Certifica e of Reclassification of Shares of Associated Gas and Electric Company, Pursuant to Sectio Thirty -Six of the Stock Corporation Law.- Dated November 19, 1930 STATE OF NEW YORK DEPARTMENT OF STATE FILED November 1 1930 TAX None FILING FEE $20 Edward J. Flynn Secretary of State By J. Fisher Cashier Recorded December 13, la30 at 11:45 A. M. CLERK Certificate of New York State Electric & NEYI ORK STATE ELECTRIC & GAS CORPORATION Gas Corporation • Cert ficate of New York State Electric to • & Gas�Corporation to Merge Eastern New Merge Eastern New York Electric and Gas Company York Electric and Gas Company, Inc., Pur- - - - - - - - - - - - - - - - - - - - - - - X suant to Section 85 of the Stock Corpo- ration Law. New York State Electric & Gas Corporation, pursuant to Section Eig^ty-five of of the Stock Corporation Law, hereby certifies as follows: FIRST: That New York State Electric & Gas Corporation is a domestic stock corporation duly organized and existing under the laws of the State of A ew York; that its Certificate of Incorporation was duly filed in the office of the Secretary of State on the 28th day of October 1852; that the name under which it was originally incorporated was The Ithaca GasLightCompany. SECOND: That East- ern New York Electric and Gas Company, Inc. is also a d mestic stock corporation duly organ- ized and existing under the.laws of the State of New Yo k;•that it was organized for a bus- iness similar to that of New York State Electric & Gas orporation; that its Certificate of Incorporation was duly filed in the office of the Secretary.of State on the 14th day of August, 1909; that the name udder which it was originally incorporated was Plattsburg Gas and Electric Company. THIRD: That New York State Elect is & Gas Corporation owns all of the stock of said Eastern New York Electric and Gas Compan , Inc. FOURTH: That at a regularly called meeting of the Board of Directors of New York State Electric & Gas Corporation held on September 15, 1930, a quorum being present, the fol owing preambles and resolutions were duly adopted, to wit; WHEREAS, this corporation, New York State Electric & Gas Corporation, a corporation of the State of New York, now owns all o the stock of Eastern flew York Elec- tric and Gas Company, Inc., a corporation of the State of New York, organized for a business similar to that of this corporation;and WHEREAS., it is deemed advisable that this corpora- tion Merge said Eastern New York Electric and Gas Company, Inc., in order that all of the estate, property, rights, privileges and franchises of said corporation shall vest in and be possessed by this corporation; therefore RESOLVED, that this corporation merge said Eastern New York Electric and Gas Company, Inc., and assume all of its liabilities and obligations:and FURTHER RESOLVED, that the President or a Vice President and the Secretary or Treasurer of this corporation be and they hereby are authorized and directed to make and execute in the name of this corporation and under its corporate seal a certificate of ownership of all the stock of said Eastern New York Electric and Gas Compan , Inc. and of the adoption of these resolutions and the date of the adoption hereof and tofile such certificate in the office of the Secretary of State of the State of New York and to do all other acts and things that .166 may be necessary to carry out and effectuate the purpose of these resolutions. IN WITNESS WHEREOF this certificate is by said New York State Electric & Gas Corporation under its corporate seal, made and signed in its name by its Vice rresident and its Secretary this 15th day of September, 1930. NEW YORK STATE ELECTRIC & GAS -CORPORATION By (Signed) M.C.OtKeeffe STATE OF NEW YORK Vice President • SS.: By (Signed) J.F.McKenna, COUNTY OF NEW YORK Secretary On this 15th day of September, 1930, before me personally came i. C. OTKeeffe and J. F. McKenna to me known, who,, being by me duly sworn, respectively did depose and say, that she, said M.C.O'Keeffe, resides in New York City and is a Vice President of New York State Electric & Gas Corporation, the corporation described in and which executed the foregoing • instrument; that he, J. F.IcKenna, resides in Staten Island, A ew York, and is the Secretary of said corporation; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; and that is was so affixed by order of the Board of Directors of said corporation, and that they signed their names thereto by like order. (Signed) Joseph A. Shields Joseph A. Shields Notary Public Queens Co.Clerkts No.1658, Register's No.1039. N.Y.Co.Clerk's No.62,Reg- ister's No.2-S31. Commission Ex- pires March 30,1932. STATE OF NEW YORK DEPARTMENT OF PUBLIC SERVICE STATE DIVISION Case No. 6235 Albany, December 1, 1930. '::c#-,`��•#`£•if3E� #-,"-ci: >cx##�c#� �## �,c�###�`� Y-,'c;c#'.t-Y,c',E•#-##;��;E3E:�icYr��'##�cY-#'�:E In the matter of the petition of New York State Electric & Gas Corporation (many municipalities) under section 70 Public Service Law, for authority to acquire all of the outstanding capital stock of East- ern New York Electric and Gas Company, Inc., (Flatts- • burgh and many other municipalities), and, under section 85 stock corporation law, for approval of the merger by said first named company of said second named company ##�c`£•####',E####',i'iE#iEi-�E'.'c�E7.��E###:E##'..-####�E'�4'.s:###:.'-�.�##!#3'c#### ic%fK;c�c:E c�.�#### The Public Service Commission (State Division, Department of Public Service) h.reby ap- proves this merger by New York State Electric & Gas Corporation of Eastern New York Electric and Gas Company, Inc., which merger is evidenced by this certificate -)f merger executed by New York State Electric & Gas Corporation September 15, 1930, - in accordance with the order of said Public Service Commission of July 15, 1930, in Case No. 6235. By the Commission (SEAL) Francis C. Roberts,S ecretary. STATE OF NEW YORK ) '' 5182 )ss: r DEPARTidLNT OF STATE ) I CERTIFY THAT I have compared the preceding copy with the original Certificate of merger of Eastern New York Electric and Gas Company, Inc. with New • York State Electric & Gas Corporation filed in this department on the lst day of December, 1930, and that such copy is a correct transcript therefrom and of the whole of such original.;. WITNESS my hand and the official seal of the Department of State at the City of Albany, this 11 first day of December, one thousand nine hundred and thirty. (SEAL) Frank S. Sharp, Deiuty Secretary of State. • NEW YORK STATE ELECTRIC AND GAS CORPORATION. Certificate of New York State Electric and Gas Corporation to Merge Eastern New York Electric and Gas Company Inc., Pursuant to Section 85. Stock Corporation Law. STATE OF NEW YORK DEF'ARTIJENT OF STATE FILED Dec.-1 1930 TAX None FILING FEE$20 Edward J. Flynn, Secretary of State By John F.Cox, Asst.Cashier Recorded December 19, 1930 at 11:05 A.iu. RK 161 CN �n M to Certificate of Incorporation We. the undersigned for the purpose of forming M +�•► of a corporatio pursuant to Article 7 of the Co- MALONE CO-OPERATIVE G.L. F. operative Co poration Law of the State of New SERVICE, INC., Pursuant to Article 7 of the Co-operative York, do hereby make, sign, acknowledge and file Corporation Law of the State of New York this certificate for that purpose as follows: - - - - - - - - - - - - - - - - X 1. That al the undersigned persons are of full • age; all citizens of.the United States and all are rest ents of the State of New York. 2• The name of the proposed Corporation is MALONE CO-OPERATIVE: C.L.F.SERVICE, INC. 3. The purposes for which it is to be formed are: a. To cond�ct a general producing, manufactur- ing warehousing or merchandising, processing and clean ing business, on the cooperative plan • as limited in Article 7 of the Co-operative Corporation. Law of the State of New York, in articles of common use including farm products, food su -lies, farm machinery and sup -,,lies and articles of domestic and personal use; to buy sell or lease homes or farms for its mem- bers, to build or conduct housing or eating places co-o eratively. b. To do all -and every- thing incidental and necessary for the accomplishment o any of the purposes or the attain- ment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either along or in association with other corporations, firms or individuals. 4. The amount of captial stock is 2510 0. 5. The number of shares of which the captial stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5. each to be known as six ercent non -cumulative preferred stock; and 1000 shares of the par value of $5. each to e Down as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital st ck shall have all the voting power of the corporation, excepting as otherwise, expressly p ovided by law; the preferred cap- ital stock shall bear and receive a preferred dividend t the rate of six percent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such i dividends shall be non -cumulative. In case of the wind ng up, dissolutions or other term- ination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the pr fits and assets of the corporate business before any sums whatsoever shall be distributeJ or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meet- ing of the stockholders are as follows: �i Harry Bull Campbell Hall, N.Y. Howard E.Babcock Ithaca,N.Y., R.D.#5 E.Victor Underwood 141 Ithaca Rd., Ithaca, N.Y. • Verne A.Fogg 205 W.Buffalo St., Ithaca,N.Y. Alice R.McAniff 514 Wyckoff Rd., Ithaca,N.Y. 10. All of the above named directors are citizens of the ?nited States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificat and a statement of the namber of • shares of stock which each agrees to take in the corpo ation are as follows: V.A.Fogg Seneca Bldg., Ithaca; N.Y. 1 share A.R.McAniff n rr tt n " 1 share Charlotte Davis rr n rr rr rr 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, en- joyed or incurred by or in respect of the corporation hall be effected by the fact that any director ordirectors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and al_ disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time, shall determine whether, to what extent, at wliat times and places and under what conditions and regulations, the • accounts, books and papers of the corporation, or any of thanshall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time, sell any or all of the unissued capital stock of the corporation, whether the salve be any of the original" • authorized capital or of any increase thereof, without first offering the same to the stock- holders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock,cash or evidences of indebtedness or in services, proportionately and equitably among the per- sons for vvhich it does business, on the basis of the amount of sales, purchases or other in services rendered to or by such persons, and wit2/ the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services • by means of sales, purchases or otherwise, and shall designate by classes of dealing,trading or representation, such persons, as shall be considered and taken into account for the pur- pose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise sup -lied by members to be sold by or through it, shall not be entered, considered or accounted for in the dis- tribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the -persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 15th day of December 1930. V. A. Fogg A. R. McAniff STATE OF NEW YORK Charlotte Davis X ss: COUNTY OF TOMPKINS ) Un this 15th day of December 1930, before me the subscriber per- sonally apreared V. A. Fogg, A.R. McAniff, and Charlotte Davis, to me known to be the same • persons described in and who executed the foregoing certificate of incorporattn and they severally duly acknowledged to me that they executed the same. Henry J. Shirey, Notary Public Recorded December 19, 1930 atll: 59 A.1a. Certificate of Incorporation We, the undersigned for the purpose: of of : of forming a corporation pursuant to 1 Oneonta Co-operative G.L.F. Service, Inc. Article 7 of the Cooperative Corporation Pursuant to Article 7 of the Co-operative Law of the State of New York, do hereby Corporation Law of the State of New York make, sign, acknowledge and file this 163 • • [7 • • certificate for that purpose as follows: 1. That all the undersinged persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Oneonta Co-Ope ative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufactur- ing, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corpo ation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and sup- plies and articles of domestic and personal use; to bu sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtheranCE of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporatbns, firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shareE of which number of shares 4000 shares are to have a par value of $5. each to be known as six percent non -cumulative preferred stock and 1000 shares of the par value of $5. each to be kno as common stock. 6. The desig- nations, privileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per annum be- fore any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termin- ation of the business of the corporation, the preferred capttal stock shall be paid, sat- isfied and discharged in full from and out of the profits and assets of the corcorate busi- ness before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred, stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall N.Y. Howard E.Babcock Ithaca,N.Y.,, R.D.##5 E. Victor Underwood 141 Ithaca Rd.Ithaca, N.Y. Verne A Fogg 205 West Buffalo St.Ithaca,N.Y. Alice R.McAniff 514 Wyckoff Rd.Ithaca, N.Y. 10. All of the above named directors are citizens of the United States and residents of the it State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the coL oration are as follows: V.A.Fogg Seneca Bldg., Ithaca, N.Y. 1 share A.R.McAniff n rr n n It 1 share Charlotte Davis rr n rr rr n 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, ri ht or liability entered into, en- joyed or incurred by or in respect of the corporation s all be effected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the torpor tmn is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm association or borporatbn, in which in anywise he may be interested. b. The Board of Directors, from time to time, shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them, shall be open to the inspect- ion of the stockholders and no stockholder shall have any right to inspect any account,book or paper of the corporation, except as expressly conferred by law, or authorized by the Board; or the stockholders. c. The Board of directors may frim time to time, sell any or all of the unissued capital stock of the corporation, whether the same be any of the original auth- orized capital or _Df any increase thereof, without first offering the same to the stock- holders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase,sa?.e, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six percent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limitsof the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re- adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or of erwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or mer- chandise to be sold by or through it to members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits,earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it,, does business pursuant to Article 7 of the Co- operative Corporation Law. IN WITNESS VVHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 15th day of December 19-30. V. A. Fogg A. R. McA.niff S TATE OF NEW YORK ) Charlotte Davis X SS: COUNTY OF TOMPKINS On this 15th day of December 1930, before me the subscriber personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Recorded December 19, 1930 at 12:00 M Certificate of Incorporation of Trumansburg Co -Operative G.L.F. Service, Inc., Pursuant to Article 7 of the Co- operative Corporation Law of the State of New York - - - - - - - - - - - - - - - - - - - - -X certificate for that purpose as follows: Henry J. Shirey, Notary Public We, the undersigned for the purpose of forming a corporation pi.irsuant to Art- icle 7 of the Cooperative Corporation Law of the State of New York, do here- by make, sign, acknowledge and file this 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the protosed Corporation is Trumansburg Co-operative G.L.F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manu- on facturing, warehousing or merchandising, processing and cleansing business,/ the co-operative • U n LJ • • n U • • U 165 plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its mem- bers to build or conduct housing or eating places co-op ratively. b. To do all and every- thing incidental and necessary for the accomplishment of any of the purposes or the attain- ment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agents either alone or in associatio with other corporations, firms or individuals. 4. The amount of capital stock is $25,000 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5. each to be known as six percent non -cumulative preferred stock; and 1000 shares of the par value of $5. each to be known as common stock. 6. The designations, I privileges, preferences and voting powers and restricts ns or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the cor- poration, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per annum before any dividends whatsoever may be declared or paid upon commo# capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital tock shall be paid, satisfied and any sums whatsoeve shall be distributed or paid upon discharged in full from and out of the profits and asse s of the corporate business before/ or on account of any of the common capital stock of thelcorporation. The date for payment I of dividends upon all preferred stock of the corporatioh shall be on the first day of July j of each year. The principal business office is to be 1 cated in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of l its directors is five. 9. The names and post office ddresses of the directors until the first annual meeting of the stockholders are as followsl: Harry Bull Campbel Hall_, N. Y. Howard E. Babcock Ithaca, . Y. R. D. #5 E. Victor Underwood 141. Ithaca, Rd., Ithaca, N. Y. Verne A. Fogg 205 West Buffalo St., Ithaca, N.Y. Alice R. McAniff 514 Wyc off Rd.Ithaca, N.Y. 10. All of the above named directors are citizens of he United States and residents of the Btate of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number j� of shares of stock which each agrees to take in the co poration are as follows: V. A. Fogg Seneca Bldg., Ith ca, N. Y. 1 share A. R. McAniff n 11 ► 11 n 1 share Charlotte Davis n 11 tt n 1 share 12. The following provisions are adopted for the regul tion of the business and conduct of the affairs of the corporation. a. No transaction, r ght or liability entered into, en- joyed or incurred by or in respect of the corporation ,hall be effected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him f0m contracting with the corporation for the benefit of himself, or any firm, association o corporation, in which in anywise he may be interested. b. The Board of Directors, from ime to time, shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any f them, shall be open to the inspection of the stockholders and no stockholder shall have any fight to inspect any account, book or paper of the corporation, except as expressly conferre by law, or authorized by the Board or the stockholders. c. The Board of directors may f om time to time, sell any or all of the unissued capital stock of the corporation, whetherlthe same be any of the original auth- orized capital or of any increase thereof, without first offering the same to the stock- holders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, trans- fer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the pur- pose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the dis- tribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation an(_ the persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN FITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 15th day of December 1930. V.A.Fogg A. R. McAniff STATE OF NEW YORK ) Charlotte Davis X ss.. COUNTY OF TOMPKINS ) On this 15th day of December 1930, before me the subscriber personally appeared V. A. Fogg, A. R. McAniff and Charlotte Davis, to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public Recorded December 19, 1930 at 12:00 M. Certificate of Increase and Classification of Shares Pursuant to Section 36 of the of Stock Corporation Law. ,e the • 11 Rock Salt Holding Co. Inc. undersigned, being respectively - - - - - - - - - - - - - - - - - - - - - - - - - - - - X the President and the Secretary of the Rock Salt Holding Co. Inc., do hereby certify as follows: 1. That the name of the • corporation is Rock Salt Molding Co. Inc. 2. That the certificate of incorporation of said corporation was filed in the office of the Secretary of State on the 16th day of May, 1930 3. That the total number of shares which the corporation is already authorized to issue is 10,000, all of which are common shares without par value. 4. The statement re- specting the capital of the corporation contained in the certificate.of incorporation is • as follows: "The capital of the corporation shall be at least equal to the sum of the agre- gate par value of all issued shares having par value, plus Five Dollars ($5.00) in respect to every issued share without par value, plus such amounts as from time to time, by resolution of the Board of Directors, may be transferred thereto. The shares shall all be common shares." 5. The total number of shares which the corpDration is hereafter authorized to have is hereby increased from 10,000 to 20,000 so that the total number of shares, including E • • • • those previously authorized which the corporation to h ve is 201000, 10,000 of which shares are to be common without par value, and 10,000 Class A referred without par value. 6. The designations and preferences, privileges and voting pow rs or restrictions or qualifications, are as follows: The holders of the Class A preferred hares without par value shall be entitled to participate equally, share for share, in di�idends with the holders of the Common shares without par value. Upon dissolution, thei holders of Class A preferred shares without par value shall first be entitled to receive ou of the net assets of the corpora- tion at the rate of $60 per share thereon before any di tribution of the assets is made to the holders of the common shares without par value. After 60 per share shall have been paid to the holders of the Class A preferred shares wit out par value, there shall next be paid to the holders of common shares without par value he sum of $6G per share. After which'' said payments the Class A ;referred shares without par aloe and the common shares without par value shall share equally, share for share, in furt er distribution of said net assets. The Class A preferred shares without par value shall hate no voting power. 7. After the filing of this certificate the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus 5 in respect to every issued share without par value, plus such amounts as from time to time, by resolution of the Board of Directors may be transferred thereto. N WITNESS WHEREOF we have made, subscribed and acknowledged this certificate in duplica,e this 16th day of December, 1930. Frank L. B lton L.S. President STATE OF NEW YORK Lucie G. B lton L.S. SS Secretary COUNTY OF TOMPKINS On this 6th day of Janu ry, 1931, before me personally ap- peared Frank L. Bolton and Lucie G. Bolton, to me perso ally known and known to me to be the same persons who executed the foregoing instrument, an they severally acknowledged to me that they executed the same. STATE OF NEW YORK E. Winifred Robinson, Notary Public SS COUNTY OF TOMPKINS Frank L. Bolton and L cie G. Bolton being duly sworn, de- pose and say and each for himself deuoses and says tha he, Frank L. Bolton, is the president' of Rock Salt bolding Co. Inc., and she, Lucie G. Bolto , is the secretary thereof; that they have been duly authorized to execute and file the foregoing certificate of increase of number of shares and change of statement respecting ca I ital by the votes of the holders of record of two-thirds of the outstanding shares of said!corpor ation entitled to vote thereon, cast in person or by proxy at a sto©kholderst meeting eld at Savings Bank Bldg., Ithaca, N. Y. on the 15th day of December, 1930, at 10 otclock'in the forenoon, upon notice pur- suant to section forty-five of the stock Corporation L w. Subscribed and sworn to before me this I Frank L. Bolton 6th day of January, 1931. Lucie G.Bolton E.Winifred Robinson, Notary Public Edward J. Flynn, Secretary of State (Increase) Harold J. Fisher, Cashier Grace A. Reavy, Executive Deputy John F. Cox, Asstt Cashier STATE OF NEW YORKI DEPARTMENT OF STATE -DIVISION OF FI3ANCE AND AUDIT Albany, January 8, 1931. Received from Rock Salt Holding Co.Inc., Five Hundred * 00/100 Dollars, in payment of tax under section 180 of the Tax Law, as follows: Five ce*ts per share on 10,000 shares without par value, $500.00. DEPARTMENT OF STATE By John F. Cox, Asst Cashier Recorded January 12, 1931 at 10:37 A. M. ,; Certificate of Decrease by Number of Directors The undersigned, New York of Central Electric Cor- Empire Gas And Llectric Company Pursuant to Section j.oration, constituting the 35 of The Stock Corporation Law. - - - - - - - - - - - - - - - - - - - - - - - - - - - - X holder of record of all the outstanding shares of Empire Gas and Electric Company entitled to vote on a change in the number of Directors, does hereby certify as follows: 1. The name of this corporation is Empire Gas and Electric Company. Said name has not been changed. 2. The certificate of incorporation of said corporation was filed in the office of the Secretary of State of New York on the llth6ay of April, 1911. 3. The number of Directors previously authorized is eleven. 4. The number of Directors previously authorized is decreased by four, so that the total number of Directors hereafter shall be seven. In Witness Whereof, the undersigned i has caused this certificate to be made and subscribed in its name by its Vice President and its corporate seal to be hereunto affixed attested by its Assistant Secretary this 8th day of January, 1331. (SEAL) NBW YORK CENTRAL ELECTRIC CORPORATION Attest: By J. F. McKenna, Vice -President C. A. Dougherty, Assistant Secretary STATE OF NEW YORK On the 8th day of January, 1931, before me personally came SS: COUNTY OF NEW YORK J. F. McKenna, to me known, who, being duly sworn, did de- pose and say that he resides in S`aten Island, New York; that he is a Vice ''resident of the New York Central Electric Corporation, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order. (SLAL) Joseph A. Shields, Notary Public Joseph A. Shields Notary Public Queens Co. Qlerkts No. 1658,Registerts No. 1039 N.Y.Co.Clerk's No.62,Register's No. 2-S-31 Commission Expires March 30, 1932. STATE OF NEW YORK ) J. F. McKenna, being duly sworn, deposes and says; that he is the' SS. COUNTY OF NEW YORK ) Secretary of Empire Gas and Electric Company; that he is the custodian of the stock book of said corporation, containing the names of its stockholders; that the New York Central Electric Corporation, the corporation which executed the fore- going certificate of decrease in the number of Directors of Empire Gas and hlectric Company, is the holder of record of all outstanding shares of said corporation entitled to vote on a change in the number of Directors. J. F. McKenna Subscribed and sworn to before me this 8th day of January, 1931. (Seal) Joseph A. Shields, Notary Public Joseph A. Shields Notary Public Queens Co.Clerkts No.1658,Registerts No.1039 N.I.Co. C-lerk's No. 62, Register's No. 2-S-31 Commission Ex- pires March 30, 1932. 8 STATE OF NEW YORK ) I CERTIFY that 1 have compared the preceding copy with the SS: DEPARTIENT OF STATE ) original Certificate to Reduce the number of Directors of Empire Gas and Electric Company, filed in this department on the 9th day of January, 1931, and that such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this ninth day of January, one thousand nine hundred and thirty-one. (SEAL) Frank S.Sharp, Deputy Secretary of State (ENDORSED) EMPIRE GAS AND ELECTRIC C01PANY CERTIFICATE OF DECREASE OF NUMBER OF DIRECTORS. j ' I PURSUANT TO SECTIO!d 35 OF THE STOCK.CORPORATION LAW. !I STATE OF NEW YORK DEPARTIENT OF STATE Filed Jan. 91 1931 Tax $ None Filing Fee $20- Edward J. Flynn Secretary of State By John F. Cox Asst Cashier 0 Ll • • C Recorded January 72, 1931 at 2:08 P. M. 1-6J IN to M kA • • • • Certificate of Incorporation 7e, the undersigned for the purpose of forminz=; a of corporation pursuant to Article 7 of the Cooperative Franklinville Co -Operative G. L. F.: Corporation Law of the State of New York, do hereby Service, Inc., uursuant to Article : 7 of the Co-operative Corporation make, sign, acknowledge and file this certificate Law of the State of New York for that purpose as follows: 1. That all the under- - - - - - - - - - - - - - - - - - -X signed persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Franklinville Co -Operative G. L. F. Ser ice, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or I merchandisin�,-, processing and cleansing business, on t1ae co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of com- mon use including farm products, food supplies, farm m chinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purpose or the attainment of any of the ob- jects or the furtherance of any of the powers hereinbe ore set forth individually or as agent, either alone or in association with other corpo I rations, firms or individuals. 4. The amount of capital stock is w25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of '„5. each to be known as six percent non -cumulative preferred stock; and 1000 shares of the par value of 5. each to be known as common stock. 6. The designations, privileges, pre- ferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per ari um before any dividends whatsoever may be declared or paid upon common capital stock. Suph dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corpora- tion, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate businesp before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the direc- tors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. tlm. I. T:1yers Ithaca, N. Y., R. D. #5 E. Victor Underwood 141 Ithaca Rd., Ithaca, N. Y. Sherman Peer 401 Highland Rd.,Ithaca, N. Y. Alice R. TIcAniff 514 Wyckoff Rd., Ithaca, N. Y. 10. ill of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number _ shares of stock which each agrees to take in the core Sherman Peer Savings Bank B A. R. MCAniff Seneca Buildin Charlotte Davis It 11 12. The following provisions are adopted for the re the affairs of the corporation. a. No transaction, r ation are as follows: dg., Ithaca, N. Y. 1 share Ithaca, N. Y. 1 share ,► " it 1 share tion of the business and conduct of ht or liability entered into, enjoyed or incurred by or in respect of the corporation shall be effected by the fact that any 10 director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and al disability which otherwise might prevent him from contractin(; with the corpora- tion for the benefit of himself, or any firm, association or corporation, in which in any- wise he may be interested. b. The Board of Directos, from time to time, shall determine whether, to what extent, at what times and places and under what conditions and regulations, • the accounts, books and papers of the corporation, or any of the_ shall be open to the in- spection of the stockholders and no stockholder shall have any right to inspect any account, b or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time, sell any or all of the unissued capital stock of the corpo tion, whether the same be any of the origi- • nal authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Hoard may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding; of stock as fully and to the extent as authorized by the Co- operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of saleg, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by • means of sales, purchases or otherwise, and shall designate by classes of dealin, trading, or representation, such persons, as shall be considered and taken into account for the pur- pose of such distribution, so that outside ;purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in -the dis- tribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to tirticle 7 of the Co-operative Corporation Law. IN +IITNESS 1,VHEREOF, die have made, signed, acknowledged and filed this certificate in duplicate, dated this 22nd day of January 1931. Sherman Peer STATE, OF NEW YORK ) tL. R. McAniff COUNTY OF TOTTr'KINS)ss: Charlotte H. Davis On this 22nd day of January 1931 before me the subscriber personally Appeared Sherman • Peer, A. R. PIIcAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged' to me that they executed the same. Henry J. Shirey, Notary Public Recorded February 3, 1931 at 10:08 A. Id. Wic �{ RK CERTIFICATE OF INCORPORATION Certificate of Incorporation of Frank OF Speno Railroad Ballast Cleaning Company, FRANK STENO RAILROAD BALLAST CLEANING Inc. Pursuant to Article 2 of the Stock COMPANY, INC. - - - - - - - - - - - - - - - - - - - - - X Corporation Law. We, the undersigned de- siring to form a corporation, pursuant to the provisions of the stock Corporation Law, all e� being of full age and all b?ing citizens of the United 5 ates, and all being residents of the ' State of New Yorlt: DO HEREBY CERTIFY: First. The name of the proposed Corporation is; Frank Speno Railroad Ballast Cleaning Company, Inc. Second. he purposes fo- which this Corpor- ation is to be formed are, 1. To contract with railroa s to pick up, reclean and rede.-osit stone Ballast on Rail Road Bed, and to grade and resurface road bed. Third. The amount of • the Capital Stock is Twenty-five Thousand ($25,000.00) ollars. The stock shall be divided into Two hundred fifty shares of Common stock of one hundred ($100.00) Dollars each. Fourth. The principal business Office of the Corporation is to e located in Ithaca in the County of Tompkins in the State of New York. Fifth. It`durat on is to be perpetual. Sixth. The number of its directors is to be three (3). Seventh. he names and addresses of the dir- ectors until the first annual meeting of stockholders a e as follows: Name Post Office Address Frank Speno 602 Hudson Street, Ithaca, N.Y. Delia Speno 602 Hudson Street, Ithaca, N.Y. Margaret Speno Farley Grey Court Apt., Ithaca, N.Y. (a) That all of the subscribers of the certificate are of full age, that at least two-thirds of them are citizens of the United States, and that at east one of them is a resident 'of the State of New York; that at least one of the persons named as a director is a citizen of the Unied States and a resident of the State of New York. Eighth. 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: Name Assress No. of Shares Subscribed Frank Speno Ithaca, N. Y. 240 Delia Speno Ithaca, N.Y. 5 Margaret Speno Farley Ithaca, N.Y. 5 IN WITNESS `HEREOF, We have made aigned and acknow edged this certificate in duplicate this 2nd day of February, 1931. • Frank Speno IL. S.) Delia Speno L.S.) STATE OF NEW YORK Marga et Speno Farley L. S.) ss. COUNTY OF TOMPKINS On this 2nd day of February, 1931, before me the subscriber personally came Frank Speno, Delia Speno and Margaret S eno Farley, to me personally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged that they had made, signed and executed the same for the uses and purposes therein mentioned. Daniel rowley, Notary Public Edward J. Flynn, Secretary of State Ha old J. Fisher, Cashier Grace A. Reavy, Executive Deputy Jo F. Cox, Assyt Cashier STATE OF NEW YORK Department of State --Division of Finance a.nd'Audit Albany, February 4, 1931 Received from Frank Speno Railroad Ballast Cleanin Company, Inc., Twelve & 50/100 Dollars, in payment of tag: under section 180 of the Tax Law, as follows: 1/20 of 1 per cent • on $25,000. consisting of 250 shares par value $100. ea h, $12.50. DEPARTMENT OF STATE By John F'. Cox, Asst Cashier Recorded February 7, 1931 at 19:25 A. M. • Certificate of Reclassification of Shares ASSOCIATED GAS AND ELECTRIC COMPANY of Certificate of Reclassification of shares Associated Gas and Electric Company, of Associated Gas and Electric Company, - - - - - - - - - - - - - - - - - - - - - X Pursuant to Section Thirty -Six of the Stock Corporation Law. The undersigned, constituting tie holder of record of all of the outstanding shares of Associated Gas and Electric Company entitled to vote on a reclass- ification of shares of said Associated Gas and Electric,Company, pursuant to Section Thirty, six of the Stock Corporation Law, does hereby state: I. The name of the Corporation is Associated Gas and Electric Company. Said name has not been changed. II. The certificate rf incorporation of said Corporation was filed in the office of the Secretary of State on March 19, 1906. III. The total number of shares, including those previously authorized, which said Corporation may henceforth have is 12,000,000 shares, all of which are to be without par value. IV. Said shares are to be classified into $5 Dividend Series rreferred Stock, $5.50 Dividend Series Preferred Stock, $$6. Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $$7 Dividend Series Preferred Stock, Original Series Preferred Stock, $4 Cumulative Preference Stock, $6 Cumulative Preference Stock, $6.50 Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock. 4501,000 shares thereof, consisting of the present aut_orized $$5 Dividend Series Preferred Stock of 4501000 shares, are to be $5 Dividend Series Prefereed Stock; 15,0J0 shares thereof, consisting of the present auth- orized $$5.50 Dividend Series Preferred Stock; 105,000 shares thereof, including the present authorized $6 Dividend Series Preferred Stock of 551000 shares, are to be $6 Dividend Series Preferred Stock; 85,000 shares thereof, consisting of the present authorized $6.50 Dividend Series Preferred Stock of 85,000 shares, are to be $6.50 Dividend Series Preferred Stock; 100,000 shares thereof, consisting of the present authorized $7 Dividend Series Preferred 100,000 shares, are to be $7 Dividend Series Preferred Stock; 45,000 shares thereof, con- sisting of the present authorized Original Series Preferred Stock of 45,000 shares, are to be Original Series Preferred Stock; 1,000,000 shares thereof, consisting of 1,000,000 shares of the present authorized $,4 Cumulative Preference Stock of 1,250,000 shares, are to be $4 Cumulative Preference Stock; 100,000 shares thereof are to be $6 Cumulative Preference Stock; 100,000 shares thereof are to be $6.50 Cumulative Preference Stock; 7,000,000 shares thereof, consisting of the present authorized Class A Stock of 7,000,000 shares, are to be Class A Stock; 1,000,00 shares thereof, consisting of the present authorized Class B Stock of 1,000- 000 shares, are to be Class B Stock; and 2,000,000 shares thereof, consisting of the present authorized Common Stock of 2,000,000 shares, are to be Common Stock. The designations, pre- ferences, privileges, voting powers or restrictions or qualifications of and applicable to the $$5 Dividend Series Preferred Stock, $$5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred Stock $4 Cumulative Preference Stock, $6 Cumulative Pre- ference Stock, $6.50 Cumulative rreference Stock, Class A Stock, Class B Stock and Common Stock, respectively, are as follows: 1. The holders, respectively, of the $5 Dividend Ser- ies Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Pre- ferred Stock, the $6.50 Dividend Series Preferred Stock the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars (5) per share per annum upon the $$5 Dividend Series Preferred Stock, at the rate of Five Dollars and Fifty Cents (5.50) per share per annum upon the $5.50 Dividend Series Preferred Stock, at the rate of Six Dollars ($6.00) per share per annum upon the $6 Dividend Series Preferred Stock, at the rate of Six j; Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ($7.00) per share per annum upon the $7 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty Cents (3.50) per share per annum upon the Original Series Preferred Stock, and no more, payable semi-annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time tokime determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such share shall be • • U 173 jissued (a) on a dividend date, in which case the divide" s on such share shall be aamulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the s areholders for the dividend payable on such dividend date, in which case the dividends on such share shall be cumulative from the dividend date next succeeding the date of issue thereof. All such dividends shall be paid or set apart before any dividends upon the Cumultaive Preference Stocks (the term "Cumulative • Preference Stocks" being here and hereinafter used to mean collectively the $4 Cumulative Preference Stock, $6 Cumulative Preference Stock and $6.50 Cumulative Preference Stock), the Class A Stock, the Class B Stock and/or the Common Stoc shall be paid or set apart, so that if dividends at said rates, respectively, shall no have been so paid, the deficiency • shall be paid or set apart before any dividends shall b paid on or set apart for the Cumula-' itive Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, hall not on any dividend date be sufficient to pay dividends of the prescribed amounts u on the Preferred Stocks (the term "Preferred Stocks" being here and hereinafter used to mean collectively the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Preferred Stock), respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board ol Directors in its discretion, but such dividends shall be,so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulat ve dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be paid upon the same 'bassis. No such dividend declared at a less rate than the prescribed rate shall reduce, ex- cept pro tanto, the amount of dividends prescribed and cumulating. Whenever all cumulative • dividends rreferred Stocks on the for all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or mo thly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment there f, the Board of Directors may there- upon, but not otherwise,declare dividends on the Cumulative Preference Stocks, the Class A Stock, the Class B Stock, and the Common Stock, payable then or thereafter out of any re- maining surplus. None of the Preferred Stocks shall be entitled to participate in or re- ceive any dividend or share of surplus, whether payable,in cash, stock or property, in ex- cess of the aforesaid cumulative dividends respectively provided, however, that while, but only while, the holders of the Original Series Preferre Stock shall not be entitled to vote for the election of directors, the Board of Directors i' its discretion may, but shall not be required to, declare and pay from the surplus of the Corporation non-cumulatim additional dividends upon the original Series Preferred Stock, but not upon any other class of the Pre- • ferred Stocks, not exceeding in the aggregate fifty cents (50c.) per share in any one calender year, which additional dividends, if declared, may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders, respectively of the $4 Cumulatile Preferenap Stock, the $6 Cumulative Preference Stock and the $6.50'Cumulative 'reference Stock, shall • entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed cumulative dividends at the rate of Four Dollars ($4) per share per annum upon the $4 Cumulative Preference Stock, at the rate of Six Dollars (6) per share per annum upon the $6 Cumulative Preference Stock and at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Cumulative Preference ;Stock, and no more (except as hereinafter specifically rovided), payable semi-annually, quarterly or monthly, and on such dates, as the Board 0 Directors shall from time to time determine. Said dividends,respectively, shall be cumulative from the dividend date next preceding the date of the original issue of each snare thereof, unless such share shall be issued (a) on a dividend date in which case the dividends on such share shall be cumulative from the date of issue thereof, or (a) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date in which case the dividends on such share shall be cumulative from the dividend date next succeeding the date of issue thereof. All such cumulative dividends shall be paid or set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Cumulative Preference Stocks, respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so de- clared that the proportion which the dividend upon each class of the Cumulative Preference Stocks bears to the prescribed cumulative dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the surplus of the Corporation remaining after the payment of such cumulative dividends upon the Cumulative Preference Stocks, non -cumulative additional dividends upon the $,4 Cumu- lative Preference Stock (but not upon anyother class of the Cumulative Preference Stocks) aggregating, but not exceeding, One Dollar (01.00) per share in any calendar year, and such non -cumulative additional dividend of One Dollar ($1.00) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividends shall be declared. or paid or set apart from surplus in such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative dividends on the Cumulative Preference Stocks for all previous years and all cumulative dividends thereon for all previous dividend per- iords (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not other- wise, declare dividends on the Class A Stock, the Class B Stock, and the Common Stock(sub- ject to. the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the provisions of Subdivision 7 hereof), payable then or thereafter out of any remaining surplus. The Corporation agrees that it will reimburse to the registered owner of any shares of $6 Cumulative 1�reference Stock or of $6.50 Cumulative Preference Stock, when paid by or for account of such registered owner, all taxes (other than income, succession and inheritance taxes) of the Commonwealth of Pennsylvania or of any county or taxing auth- ority therein (but not for any interest or penalty assessed or paid in addition to the amount of any such tax as originally assessed), which may be lawfully imposed or assessed under or by virtue of any present or future law upon such shares or upon such registered owner as a resident of said Commonwealth by reason of the ownership thereof, but not exceeding in the aggregate in any one year four mills per annum for each dollar of the taxable value thereof, upon receipt at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, within 60 days from the date of each and every payment of such tax, of a written request (sworn to if requested by the Corporation) for such reimbursement stating the facts r1 U • • entitling such owner to such reimbursement; provided, however, that the Corporation shall i I l ! 15 � Q� M �j not be obligated to make reimbursement on account of an such tax except out of net profits or surplus remaining after the payment of dividends, de laced prior to the application for such reimbursement, upon the stock of the Corporation of any and all classes. 3. The hol- ders of the Class A Stock shall be entitled to receive from the surplus of the Corporation available for dividends , but only as and when declared by the Board of Directors, dividends • at the rate of Two Dollars ($2) per share per annum (he einafter called "priority dividends on the Class A Stock"), payable quarterly on Februaryl,,May 1, August and November 1 in each year, beginning with the quarterly dividend period ending May 1, 1925. Such dividends shall be non -cumulative, but shall be declared and paid or set aside from surplus in full in each quarterly dividend period before any dividend s�all be declared or paid or set aside • from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 4. Whenever the full priority dividends on the Class A Stock, at the rate specified in • • • Subdivision 3 hereof, for the current quarterly dividenperiod, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon, during said quarterly dividend period, but not otherwise, declare dividends on the Class B Stock, payable then or thereafter out of any remaining surplus, at the rate of Two Dollars ($2) per share per annum (hereinafter called"priority dividends on the Class B Stock"); provided, however that the aggregate amount of priority) dividends declared upon the Class B Stock pursuant to this Subdivision 4 for any such q_uar erly dividend period shall in no event exceed the actual amount of priority dividends in the aggregate, paid on, or set aside or appropriated for, the Class A Stock for such quarterly dividend period pursuant to the provisions of Subdivision 3 hereof. 5. Whenever th� full. priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of uubdivisions 3 and 4 hereof for I the current qu_=.rterly dividend period shall have been _maid, or the Corporation shall have set aside and appropriated from its surplus a sum suff'.cient for the payment thereof, the Board of Directors may thereupon declare additional no -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but no exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one calendar year, payable out of any re- maining surplus; provided, however, that the aggregate amount of additional dividends de - Glared upon the Class B Stock pursuant to this SubdiviIion 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate, declared upon the Class A Stock in such quarterly divi end period pursuant to this Sub- division 5. Such additional non -cumulative dividends of Fifty Cents ($.50) per share shall be declared and paid or set aside from surplus �n full in any calendar year before any dividend shall be declared or paid or set aside from s rplus in such calendar year upon the Common Stock pursuant to the provisions of Subdivision 7 hereof. 6. 'Whenever the full priority dividends on the Class A Stock and the Class i Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum suf- ficient for the payment thereof, and in case the actua amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the provisions of S bdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class B Stock, pursuant to the provisions of Subdivision 4 hereof, the Board of Directors may there pon (whether or/iot additional non- cumulative dividends shall have beendeclared upon the 4 Cumulative Preference Stock ov--upon- tjie- %'�4 -Cumu-la-ti-e xrefler-enee- Stock- or upon the Class A Mock and the Class B Stock pursuant to the provisions of Subdivision 2 or Bubdivision 5. hereof), but need not, durtg such quar- terly dividend period, but not otherwise, declare dividends on the Common Stock, and (to t-.e extent, but only to the extant that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; provided, how- ever, that the aggregate amount of dividends so declared on the Class B Stock and the Com- mon Stock pursuant to this Subdivision 6 shall not be greater than such excess. 7. When- 0 ever in any quarterly dividend period priority dividends and additional non -cumulative div- idends shall have been paid on the Class A Stock and Class B Stock to the amounts respect- tively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, • respectively, and whether or not dividends shall have been declared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Dir- ectors may thereupon, but not otherwise, declare additional dividends on the -Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, if any, declared upon.the Common Stock pursuant to the provisions of Subdivisions 6 hereof), to the exclusion of the rreferred Stocks, pay- able then or thereafter, out of and to the extent of any surplus remaining after deducting. the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pursuant to Subdivision 8 hereof shall exceed in the aggregate the aggregate amount of additional dividends declared on the Class B Stock in such calendar year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision • 7 unless and until in such calendar year dividends shall be declared, pursuant to this Sub- division 7, on the Common Stock.and (subject to the limitations set.forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such ex- cess; (b) all dividends declared pursuant to this Subdivision 7, other than dividends on the Common Stock and the Class B Stock to the extent provided in Clause•(a) of this Sub- division 7, shall be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining one-half of such dividends, subject, however, to the limitations set forth in the following Clause (c) of this Subdivision 7; and (c) in nq case shall any dividend on the Class B Stock' be declared in any quarterly dividend period pursuant tothe provisions of this Subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends de- clared on the Common Stock in such quarterly dividend period pursuant to this Subdivision 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B • Stock in such quarterly dividend period pursuant to Subdivision 4, 5 and 6 hereof; nor shall any dividends be declared in anyquarterly dividend period -on the Common Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this Sub- division 7 and any other Subdivisions hereof. 8. The amount of surplus payable as dividends • on the Class A Stock in any quarterly dividend period, pursuant to Subdivision,3 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, pay- able in Class A Stock, issued to the holders of Class A Stock. The amount of surplus pay- able as dividends on the Class B Stock in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such 177 • .7 E • it jlperiod of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividen period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant to Subdivision 5 or Sub- division 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, other than Class B Stock and Common Stock and any other Class of Stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the Assets of the Corporation upon liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The amount of surplus payable as dividends on the Cumulative) Preference Stock of any class in any quarterly dividend period, pursuant to Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend payablein Cumulative Preference: Stock of any class or in any class of stock senior ther to, issued to the holder's of Cumu- lative Preference Stock, provided, however, and only if, the holders of the Cumulative Pre- ference Stock of .such Class shall be given the election to receive in cash the dividend, or portion thereof, so capitalized. The provisions of this Subdivision 8 are subject to the limitation, however, that no dividend, payable in stock of any class, shall be declared upon any class of stock unless, at the time of such declaration, cash dividends equal to the a- mount of surplus capitalized by such dividend could hav been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivisions hereof. The number of shares of each class of stock, respectively, i o be issued in respect of any such dividend, shall be determined by the Board of Directors of the Corporation in their sole discretion. In no event shall any dividend on any clas of -stock other than Class B Stock be payable in Class B Stock. 0. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the Corporation, (a) the holders of the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred atock and $7 Div dend Series Preferred Stock shall be entitled to be paid the sum of One Hundred Dollars ($10,)*per share, and the holders of the Original Series Preferred Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumu Aive dividends therF.on ac- 'crued respectively to the date of , p y payment whether or n t there shall then be any surplus, before any amount shall b-e paid to or assets distributed among the holders of the Cumulative Preference Stocks, Class A Stock, Class B Stock and/or ommon Stock, and (b) after the payment to or setting aside for holders of the rreferred Stocks of the amounts above provided therefor ;respectively, but not otherwise, the holders of the $4 umulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share and the holders of the $6 Cumu- ulative Preference Stock and the $6.50 Cumulative rrefetence Stock shall be entitled to be �j paid the sum of One Hundred Dollars ($100) per share, and , in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment whether • or not there shall then be any surplus, before any amount shall be paid to or assest dis- tributed among the holders of the Class A Stock, Class Stock and/or Common Stock; and (c) after the payment to or setting -aside for holders of the Cumulative Preference Stocks of the amounts above provided therefor, but not otherwise, the I -holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35 per share, before any amount shall be paid to or assets distributed among the holders of t�e Class B Stock and/or the Common Stock 1 and (d) after the payment to or setting aside for the holders Df the Class A Stock of t amount above provided, but not otherwise, the holders of the Class B Stock shall be enti to be paid, pro rata, an amount equal to Thirty-five Dollars ($35) per share, but not ey. ceeding in the aggregate the aggregate amount so paid to the holders of the Class A S toc before any further amount shall be paid to or distributed amont the holders of the Class .. Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of the Class B Stock of the amount above provided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to Paragraph (c) of this Subdivision 9 shall exceed the aggregate amount peid to or set aside for the holders of the Class B Stock pursuant to Paragraph (d) of this Subdivision 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective shares, before any further amount shall be paid to or distributed among the holders of the Class A Stock; and (f) after the payment pro rata to or 6. setting aside for the holders of Class B Stock of the amount, in the aggregate, above provided and if any amount shall be distributable to the holders of the Common Stock pursuant to Paragraph (e) of this Subdivision, after the payment pro rata to or the setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Class A Stock pro rata according to their respective shares, and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Sub- division 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the ''referred Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, respectively, shall be the same. In case the assets and funds of the Corp, -ration shall be insufficient to pay the holders of the Cumulative Preference Stocks the full amounts hereinabove in raragraph (b) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Cumulative Preference Stocks, respectively, in such manner • • that the proportion which the amount distributed to the holders of each class of the Cumu- lative Preference Stocks bears to the full amount hereinabove in said Paragraph (b) pre- scribed for such class, respectively, shall be the same. 10. At the election of the Cor- poration to be exercised by resolution of its Board of Directors, the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred the $6.50 Dividend Series Preferred Stock Stock,/the $7 Dividend Series Preferred Stock, the Original Series Preferred Stock, the $4 • Cumulative Preference Stock, the $6 Cumulative Preference Stock and/or the $6.50 Cumulative Preference Stock in whole or in part, may be redeemed at any time and from time to time, Ij upon thirty days' previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price for the $5 Dividend Series Pre- ferred Stock of One Hundred and Two Dollars ($102) per share, at the price for the $5.50 • Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents ($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series' Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share, at the price for the Original Series Preferred Stock and the $4 Cumulative Preference Stock of Sixty Dollars WO) per share and at the price for the $6 Cumulative Pre- ference Stock and the $6.50 Cumulative Preference Stock of One Hundred Dollars (100) per 19 • • • • • share, together, in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not tl e whole of any class of the Preferred' Stocks or of any class of the Cumulative Preference Stocks shall be redeemed, the shares to be redeemed shall be determined in such _.,anner as ahall The prescribed by the By-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the.payment of the.! I redemption price pursuant to such notice) all dividends on the stock so called for redemp- tion shall cease to accumulate and all rights of the ho ders thereof as stockholders of the Corpration, except the right to receive the redemption price, shall cease and terminate. 11. Except as in this subdivision otherwise expressly �rovided., no holder of stock of the corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corp.::ration ssued or to be issued or sold, now or hereafter authorized, or of any obligations convertible into stock of the Corporation of any class, other than such, if any, as the Board of irectors in its discretion may det- ermine. Any shares or convertible obligations which the Board of Directors may offer for subscription may in its discretion be offered to thehol4ers of any one or more or all classes) of stock to the exclusion of any other class or classes of stock at the time outstanding, except that no shares of Class B Stock or Common Stock �r obligations convertible into Class B Stock or Common Stock shall be so offered to others than the holders of Class B Stock without the vote or written consent of the holders of t e majority of the Class B Stock at the time outstanding. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold now or hereafter authorized, and to any obligations convertible into Class B Stock and/or Common Stock, unl�ss the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof without first offering the same to the �olders of the Class B Stock for subscription. No such consent of the holdersof a majority of the Class B Stock shall op- erate as a waiver of said preferential right of subscri tion except as to the shares of Class B Stock and/or Common Stock expressly specified in such consent. 12. The Corporation shall have, and does hereby rese_-ve, the right and powe at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the Classes herein created, and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative ote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (including any class or classes of preferred stock hereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders I Hof the outstanding shares of Original Series Preferred tock and such of the holders of the ioutstanding shares of $6 Dividend Series Preferred Stoc , as shall vote in person or by I 'proxy at such meeting; and provided, further, that the elative preferences of the $5 Divid- �Ilend Series 11referred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred I 'Stock and the Original Series Preferred Stock shall not thereby be changed or amended so asto affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of shares, or (2) into the same or a different number of shares with par value, or (3) if there- tofore changed into shares with par value, into the same or a different number of shares without par value; provided that the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeem- able) to which the new shares, issuable in lieu of the then outstanding shares of any class, • shall be entitled, shall be equal respectively to the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled, and that each holder of the then outstanding shares of the respective class shall • be entitled to receive such proportion of the new shares issuable in lieu of the then out- . staning shares of such class, as the number of the then outstanding shares of such class held by him shall bear to the total number of shares of such class then outstanding, and provided further that otherwise such new shares shall have the same preferences, privileges, voting powers, restrictions and qualifications as the then outstanding shares of such classy and (c) to distinguish, by such designation or in such manner as it may determine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions of Subdivision 11 hereof, the Corporation shall have power and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes, from time to time, as the Board of Directors shall determine, and. , in the absence of fraud in the transaction, for such consideration, as from time to time, may be fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non -assessable and the holder of such shares shall not be liable to the Corporation or its creditiors in respect thereto. The Corporation shall have power and authority at any • time and from time to time, in accordance with law, to confer upon the holders of the Pre- ferred Stocks of the Corporation of any class or classes, now or hereafter authorized and/^r outstanding, the right and privilege of exchanging or converting the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock,within such periods, up)n such bases and subject to such conditions as the Board of Directors may determine, and to authorize the issuance of such Preferred Stock, Class A Stock and/or Com- mon Stock upon the exchange or conversion of rreferred Stock, as well as upon the exchange or conversion of bonds, debentures, debenture certificates, notes, certificates or evidences of indebtedness or other debt securities of the Corporation. The relative preferences, privileges and voting powers of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any of the rights of the holders of the Class A Stock with^ut the Written consent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at • the time outstanding. 13. The rreferred Stock, the Cumulative Preference Stocks, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/ or preferences herein created in favor of the holders of the rreferred Stocks, the Cumulative, Preference Stocks, the Class A Stock and the Common Stock, respectively, as of-)resaid, the holders, respectively, of the Preferred Stocks, the Cumulative Preference Stocks, the Class • A Stock and the Common Stock shall and do hereby waive and relinquish, infavor of the Class B Stock, and are hereby specifically excluded from, all voice and vote in the election of directors, in the management of the Corporation, in any proceeding for mortgaging its pro- perty and franchises pursuant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of stock to employees pursuant to Section Fourteen, for guarantee- • • • ing the bonds of another corporation pursuant to Sectio Nineteen, for sale of franchises and property pursuant to Section Twenty, for change of purposes, powers or provisions, num- ber of directors or location of office pursuant to Section Thirty-five, for establishing priorities or creating preferences among the several cl sses of stock or.making any other changes in respect of shares, capital stock or capital ursuant to Section Thirty-six (ex- cept as otherwise provided in Subdivision 12 hereof), f r consolidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Section One Hundred and Five, of the Stock Corporation Lair, or pursuant to any amendment or Imendments to said sections or any of them or to any section or sections substituted there,or.or to any other provision of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other matter or question requiring the vote or consent of the stock holders, now or here- after provided by law, the rreferred Stocks, Cumulative Preference Stocks, Class A Stock and Common Stock being each specifically excluded from the fight to vote in any such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were e'pressly named herein, all such voice and vote being hereby vested exclusively in, and resery d to and for, the holders of the Classl'` B Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the $5 Dividend Series Preferre Stock and the arrearages of cumu- lative dividends thereon shall equal at least Ten Dollars ($10.00), per share or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative divide ds thereon shall equal at least Elevenil Dollars ($11.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6 Dividend Series Preferred Stock and the Arrearages of cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) pe share, or in case default shall be made in the payment of cumulative dividends on the $6.5 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall eq al at least Thirteen Dollars ($13.00) per share, or in case default shall be made in the payment of cumu]a tiv e dividends on the $7 Dividend Series Preferred Stock, and the arrearages of umulative dividends thereon shall equal at least Fourteen Dollars (14.00) per share, or in case default shall be made in the ipayment of cumulative dividends on the "riginal Series referred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars (t7.00) per share, then and ,thereupon, during, but only during the continuance of such default, the holders of the Pre- kerred Stock, but not the holders of the Cumulative jre erence Stocks, or the Class A Stock or (unless permitted to vote pursuant to Paragraph (c) f this Subdivision 13) the holders of the Common Stock, shall have full voting rights on al equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay .,or set aside during the next preceding period of twenty-four consecutive calendar months, commencing not earlier than January, 1, 1025, dividends on the Class A Stock outstanding dur- ing the whole of said period amounting to at least $4 p,r share in the aggregate, then and i;thereupon, but only until dividends shall be declared and paid upon or set aside for the Class A Stock aggregating $4 per share during a successive tw my -four months' period, the holders of the Class A Stock shall have the voting power, to the exclusion of the holders of Class 1B Stock and Common Stock, to elect two (but no more) ofithe directors of the Corporation. (c) Whenever the holders of a majority of the shares of Class H Stock at any time outstanding shall, in person or by proxy, by vote at a meeting or instrument in writing, consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or ',iquestion� or at any meeting or meeting s of stockholders, or generally for any period, spec- Iified in such consent, then, whether or not the holders of the 'referred Stocks shall then I' "be entitled to vote, the holders of the Common Stock shall have the right to vote, together with the holders of the Class B Stock, in the proceeding or upon the matter or question or at the meeting or meetings or generally for the period or periods specified in such consent, but not otherwise, on an equality with the holders of the Class B Stock and in the same manner and with the same force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time . Nothing herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any class of the preferred Stocks or of any class of the Cumulative rreference Stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the preceding Subdivision 12) shall be entitled to notice of any meeting of stockholders, subject to conflicting statutory requirements, if any. Nothing herein shall prevent the Board of Directors of the Corporation at any time from requesting or ob- taining the vote or consent of the holders of any class or classes of the Preferred Stocks and/or the Cumulative Preference Stocks and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a specified per- centage of the outstanding shares of any one or more of such classes of stock; but nothing herein shall, or is intended to, authorize or empower the Board of Directors to,waive, re- linquish or impair the voting and other rights herein conferred upon the holders of the Class i B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be en- l titled or permitted to vote as to any matter, each holder thereof shall be entitled to one � vote for each share held by him of the class or classes entitled or permitted to vote. When- ever the holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any.other matter, each holder of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each i$100 which such holder is entitled to receive in the event ofAisoiution, liquidation or winding up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Cumulative 'reference Stocks or the Common Stock shall be permitted to vote as to any matter, each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as i the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stockholders shall, upon the written request of the holders of record of not less than ten per cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may then be directors shall terminate and a new Board of Directors shall be elected, two thereof by the holders of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rights of the Preferred Stocks to participate in such election if then entitled to ,vote. Whenever and as often as the right of the holders of Class A Stock to elect two dir- I ectors shall terminate, the terms of office of the two directors then in office, elected by the holders of the Class A Stock, shall thereupon expire, and the vacancies shall be filed in the manner provided by the by-laws of the Corporation. 14. Divicends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole discretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise E C • 1S3 provide, a dividend on any class of stock shall be payable only to holders of record of shares • • • • • of such class on the day fixed by said Board for the taking of a record of stockholders for ;I the payment of such dividend, regardless of the date of declaration or the date of payment i` of such dividend, and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive such dividend, notwithstanding that he may have been a holder of shares of such class on the date of the declaration of such dividend i or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determining the respective rights of the holders of Class A Stock and the holders of Class B Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by any corporation, association or trust, all or a majority of whose shares, or of any class thereof having voting power shall be held dir- ectly or indirectly by the Corporation, and such shares of Class A Stock shall be deemed outstanding for all purposes except the right to vote for the election of two directors, and, except as aforesaid, such holder of shares of Class A Stock shall -have the same rights as any other holder of shares of Class A Stock. V. The statement respecting its capital contained in the certificate of incorporation of said Corporation, as heretofore amended, is to remain unchanged and is as follows: "Henceforth, the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value, plus such amounts, as, from time to time, by resolution of the Board of Directors may be transferred thereto." VI. The total number of shares which said ,ICorporation is already authorized to issue is 12,000,000 shares, all of which are without par value. Of said 12,000,000 shares already authorized, 450,000 shares are $5 Dividend Series Preferred Stock, 15,000 shares are $5.50 Dividend Series Preferred Stock, 55,000 shares are $6 Dividend Series Preferred Stock, 85,000 shares are $6.50 Dividend Series Preferred ;Stock, 1000000 shares are? Dividend Series Preferred Stock, 45,000 shares are Original Series Preferred Stock, 11250y000 shares are Cumulative Preference Stock, 72000,000 shares fare Class A Stock, 11000,000 shares are Class B Stock and 220002000 shares are Common Stock. The designations, preferences, privileges and voting powers or restriction or qualifications i;thereof or apr_licable to said classes of stock already authorized are as follows: 1. The 1'holders2 respectively, of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred ,;Stock the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall i be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars l il($5) per share per annum upon the $5 Dividend Series Preferred Stock at the rate of Five ',Dollars and Fifty cents ($5.50 per share per annum upon the $5.50 Dividend Series Preferred �IStock, at the rate of Six Dollars ($6.00) per share per annum upon the $6 Dividend Series I 'Preferred Stock,at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ($7.00) per share per I �annum upon the 67 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty �ICents ($3.50) per share per annum upon the Original Series Preferred Stock : � , and no m.re, pay- able semi-annually, quarterly or monthly, and on such dates, respectively, as the Board of birectors shall from time to time determine. Said dividends, respectively, shall be cumula- ive from the dividend date next preceding the date of the original issue of each share thereof, nless such share shall be issued (a) on a dividend date, in which case the dividends on su-ch i Iishare shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the share- holders for the dividend payable on such dividend date, in which case the dividends on such shares shall be cumulative from the dividend date next succeeding the date of issue thereof All such dividends shall be paid or set apart before any dividends upon the Cumulative Pre- ference Stock, the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if dividends at said rates, respectively, shall not have been so paid the deficiency shall be paid or set apart before any dividends shall be paid on or set apart for the Cumulative Preference Stock, the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term "Preferred Stock« being here and hereinafter used to mean collectively the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Preferred Stock), respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be raid upon the same basis. No such dividend declared at a less rate than the •rescribed rate shall, reduce, except pro tanto, the amount of dividends prescribed and cumulating. Whenever all cumulative dividends on the Preferred Stocks for all previous years and all dividends there- on for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Dir- ectors may thereupon, but not otherwise, declare dividends on the Cumulative Preference Stock the Class A Stock, the Class B Stock, and the Common Stock payable then or thereafter out i of any remaining surplus. None of the rreferred Stocks shall be entitled to participate in �I I� or receive any dividend or share of surplus, whether payable in cash, stock or property, in j excess of the aforesaid cumulative dividends respectively.; provided, however, that while, I but only while, the holders of the Original Series Preferred Stock shall not be entitled to vote .for the election of directors, the Board of Directors in its discretion may, but shall not be required to, declare and pay from the surplus of the Corporation non -cumulative ad- ditional dividends upon the Original Series lreferred Stock, but not upon any other Class of the rreferred Stocks, not exceeding in the aggregate fifty cents (50c.) per share in any one calendar year, which additional dividends, if declared, may be paid or set apart.before any dividends shall_ be paid or set apart for the Cumulative Preference Stock, the Class A Stock., the Class B Stock and/or the Common Stock. 2. The holders of the Cumulative Pre- ference Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed Cumulative ii dividends at the rate of Four Dollars ($4) per share per annum, and no more (except as here- inafter specifically provided), payable semi-annually, quarterly or monthly, and on such it dates, as the Board of Directors shall from time to time determine. Said dividends shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such shares shall be issued (a) on a dividend date, in which case the dividends on such shares shall be cumulative from the date of issue thereof, or (b) befpre a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case it • n LJ 1S5. • C, • • the dividends on such shares shall be cumulative from the dividend date next succeeding the date of issue thereof. All such cumulative dividends shall be paid or set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, ao that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the; Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined i� by the Board of Directors, shall not on any dividend date be sufficient to pay dividends at said rate upon the Cumulative L"reference Stock, then dividends to the extent of such sur- plus as is available may,nevertheless, be declared by the Board of Directors in its discre- tion. No such dividend declared at a less rate than the prescribed rate shall reduce, ex, cept pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the surplus of the Corporation remaining after the payment of such cumulative dividends upon the Cumulative Preference Stock, non -cumulative additional dividends upon the Cumulative 'reference Stock aggregating, but not exceeding, One Dollar ($1.00) per share in any calendar year, and such non -cumulative additional dividend of One Dollar ($1.00) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividends shall be declared or paid or set apart from surplus ini such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative dividends on the Cumulative rreference Stock for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Class A Stock, the Class B Stock, and the Common Stock -(subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the provisions of Subdivision 7 hereof), payable then or thereafter out of any remaining surplus. 3. The holders of the Class A Stock shall be entitled to receive from the surplus of the Corporation available for dividends but only as and when declared by the Board of Directors, dividends at the rate of Two Dollars ($2) per share per annum (hereinafter called "priority dividends on the Class A Stock"), payable quarterly on February 1, May 1, August 1 and November 1 in each year, beginning with the quarterly dividend period ending "Lay 1, 1025. Such dividends shall be non -cumulative, but shal],be declared and paid or set aside from surplus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 4. Whenever the full priority dividends on the Class A Stock, at the rate specified in Sub- division 3 hereof, for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon during said quarterly dividend period, but not otherwise, declare dividends on the Class B Stook, payable then or thereafter out of any remaining surplus, at the rate of Two Dollars ($2) per share per annum (hereinafter called "priority dividends on the Class B Stocky'); provided, however, that the aggregate amount of priority dividends declared upon the Class B Stock pur- suant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the actual amount of priority dividends, in the aggregate, paid on, or set aside or appro- priated for, the Class A Stock for such quarterly dividend period pursuant to the provisions of Subdivision 3 hereof. 5. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions bf Subdivision 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Dir- ectors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty cents ($.50) per share for any one calendar year, payable out of any remaining surplus; provided, however, that the aggregate amount of additional dividends declared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate, declared upon the Class A Stock in such quarterly dividend period pursuant to this Subdivision 5. Such additional non -cumulative dividends of Fifty Cents ($.50) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividend shall be declared or paid or set aside from surplus in such calendar year upon the Common Stock pur- suant to the provisions of Subdivision 7 hereof. 6. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, and in case the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pur- suant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class B Stock, pursuant to the provisions of Subdivision 4 hereof, the Board of Directors may thereupon (whether or not additional non -cumulative divid- ends shall have been declared upon the Cumulative "reference Stock or upon the Class A Stock and the Class B Stock pursuant to the provisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such quarterly dividend period, but not ctherwise, declare dividends on the Common Stock, and (to the extant, but only to the extent that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions4 and 5 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greater than such excess. 7. Whenever in any quarterly dividend period priority dividends and additional non -cumulative divdends shall have been paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Cor- poration shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectiv ely, and whether or not dividends shall have been declared upon the Class B Stock and the Common -Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Directors may thereupon, but not otherwise declare additional dividends on the Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, if any, declared upon the Common Stock pursuant to the provisions of Subdivision 6 hereof), to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided.,/that (a) if, in any calendar year, the ad- ditional dividends declared on the Class A Stock pursuant to Subdivision 5 hereof shall exceed in the aggregate the aggregate amount of additional dividends declared on the Class B Stock in such calendar year pursuant to 6ubdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision 7 unless and until in such calendar year dividends shall be declared, pursuant to this Sub- division 7, on the Common Stock and (subject to the limitations set forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess; (b) all dividends declared pursuant to this Subdivision 7, other than dividends on the Common. • • n LJ • I.S7 I -Stock and the Class B Stock to.the extent provided in Clause (a) of this Subdivision 7, �� • U • • shall be declared in such manner that (i) the holders of the Class A Stock shall receive 'i one-half of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining one-half of such dividends, subject, however, to the limitations set forth in the following Clause (c) of this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this Subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends declared on the Common Stock in such quarterly dividend period pursuant,to this Subdivision 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly dividend period pursuant to Subdivisions 4, 5 and 6 hereof, nor shall any dividends be declared in any quarterly dividend period on the Common Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share of all dividends declared on the Glass B Stock in such dividend period pursuant to this Subdivision 7 and any other Subdivisions hereof. 8. The amount of surplus payable as dividends on the "Class A Stock in any quarterly dividend period, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in Class A Stock, issued to the holders of Class A Stock. The amount of surplus payable as dividends on the Class B Stock in any quarterly dividend period, pursuant to any Subdivision hereof may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the I holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant'to Subdivision 5 or Subdivision 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes now or hereafter created, other than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the asses't )f the Corporation upon liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The amount of surplus payable as dividends on the Cumulative ereference Stock'in any quarterly dividend period pursuant to Subdivision 2 hereof, may be capitalized in whole or in dart by the declaration in any such period of a dividend payable in Cumulative Preference Stock or any class of stock senior thereto, issued to the holders of Cumulative Preference Stock, provided, however, and only if, the holders of the Cumulative ereference Stock shall be given the election to receive in cash the divid- end,, or portion thereof, so capitalized. The provisions of this Subdivision 8 are subject to the limitation, however, that no dividend payable in stock of any class, shall be declared upon any class of stock unless, at the time >f such declaration, cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivision hereof. The number of shares of eachclass of stock, respectively, to be issued in respect of any such dividend, shall be determined by the Board of Directors of the Corporation in their sole discretion. In no event shall any dividend on any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquidation or dissolution or wincing up (whether voluntary or involuntary) of the Corporation, (a) the holders of the 05 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock,, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and $7 Dividend Series Preferred Stock shall be entitled to be paid the sum of One hundred Dollars ($100) per share, and the holders of the Series Preferred -Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Cumulative Pre- ference Stock, Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not otherwise, the holders of the Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and an amount equal to the unpaid cumulative dividends thereon accrued to thechte of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Class A Stock, Class B Stock and/or Common Stock; and (c) after the payment to or setting aside for holders of the Cumulative Preference Stock of the amount above provided therefor, but not otherwise, the holders of the Class A Stock shall -be en- titled'to be paid the sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or assets distributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the payment to or setting aside for the holders of the Class A Stock of the amount above provided, but not otherwise, the holders of the Class B Stock shall be entitled to be paid, pro rata, an amount equal to Thirty-five Dollars ($35) per share, but not exceeding in the aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or distributed amont the holders of the Class A Stock and before any amount shall be paid to or distributed.to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of the Class B Stock of the amount above provided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to Paragraph (c) of this Sub- division 9 shall exceed the aggregate amount paid,to or set aside for the holders of the Class B Stock pursuant to Paragraph (d) of this Subdivision 9, the amount of such excess, if any, shall begistributed wholly and exclusively among and paid.to the holders of the Common Stock pro rata according to their respective shares, before any further amount shall be paid to or distributed among the holders of the Class A Stock; and (f) after the payment pro rata to or setting aside for the holders of Class B Stock of the amount, in the aggregate, above provided, and if any amount shall be distributable to the holders of the Common Stock pur- suant to Paragraph (e) of this Subdivision, after the payment pro rata to or the setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise, one half of the -remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Gass A Stock pro rate according to their respective shares, and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be dis- tributed to the holders of the Preferred Stocks, respectively, in such manner that the pro- portion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, res- pectively, shall be the same. 10. At the election of the Corporation to be exercised by resolution of its Board of Directors, the $5 Dividend Series Preferred Stock, the $5.50 Div- idend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock the Original Series Preferred Stock and/or the Cumulative Preference Stock in whole or in part, may be redeemed at any • ISJ • r-I LJ • time and from time to time, upon thirty dayst previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price for the $5 Dividend Series Preferred Stock of One Hundred and Two Dollars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One hundred and Two Dollars and Fifty Cents ($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share and at the price for the Original Series Preferred Stock and the Cumulative rreference Stock of Sixty Dollars ($60) per share, together, in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the ereferred Stocks or of the Cumulative Preference Stock shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (un- less default shall be made by the Corporation in the payment of the redemption price pur- suant to such notice) all dividends on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corporation, ex- cept the right to receive the redemption price, shall cease and terminate. 11. Except as in this subdivision otherwise expressly provided, no holder of stock of the Corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corporation issued or to be issued or sold, now or hereafter authorized, or of any obligations convertible into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discretion may determine. Any shares or convertible obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or classes of stock at the time outstanding, except that no shares of Class B Stock or Common Stock or obligations Convertible into Class. B Stock or Common Stock shall be so offered to others than the holders of Class B Stock with- out the vote or written consent of the holders of the majority of the Class B Stock at the tiMe outstanding. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/ or Common Stock to be issued or sold, now or hereafter authorized and to any obligations convertible into Class B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue ;i or sale thereof without first offering the same to the holders of the Class B Stock for I� subscription. No such consent of the holders of a majority of the Class B Stock shall op- erate as a waiver of said preferential right of subscription except as to the shares of Class' B Stock and/or Common Stock expressly specified in such consent. 12. The Corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created, and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stoclll of the Corp -,ration at the time outstanding, including the classes of stock herein created: provided, however, that no class of stock superior to the Preferred Stocks shall. be auth- orized or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (including any class or classes of preferred stock hereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such shares including d.t least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders of the outstanding shares of Original Series Preferred Stock and such of the holders of the outstanding shares of $6 Dividend Series Preferred Stock, as shall vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the e5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Yref erred Stock, the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall not thereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without • the written consent or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of,shares, or (2) into the same or a different number of shares with par value, or (3) if theretofore changed into shares with par value, into the same or a differ- • enthumber of shares without part value; provided that the aggregate dividends, the aggre- gate amount in/�he event of liquidation, dissolution or winding up and the aggregate re- demption price (if redeemable) to which the new shares, issuable in lieu of the teen out- standing shares of any class, shall be entitled, shall be equal respectively to the aggre- gate dividends, the aggregate amount in the event of liquidation, dissolution or windng up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled, and that each holder of the then outstanding shares of the respective class shall be entitled to receive such proportion of the new shares issuable in lieu of the then outstanding shares of such class, held by him shall bear to the total number of shares of such class then outstanding, and provided further that other- wise such new shares shall have the same preferences, Privile es, voting powers, restrictions and cualifications as the then outstanding shares of such class; and (c) to distinguish, by such designation or in such manner as it may determine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions • ji of Subdivision 11 hereof, the Corporation shall have power and is hereby authorized to issue �i and sell its authorized shares, without par value, of any class or classes from time to I! time, as the Board of Directors shall determine, and, in the absence of fraud in the tran- saction., for such consideration as, from time to time, may be fixed by the Board of Dir- ectors. Any and all shares so issued shall be deemed fully paid and non -assessable and the holder of such shares shall not be liable to the Corporation or its creditors in res- pect thereto. The Corporation shall have power and authority at any time and from time to it time, in accordance with law, to confer upon the holders of the rreferred Stocks of the Corporation of any class or classes, now or hereafter authorized and/or outstanding, the right and privilege of exchanging or converting the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock, within such periods,) II upon such bases and subject to such conditions as the Board of Directors may determine, and to authorize the issuance of such Preferred Stock, Class A Stock and/or Common Stock upon • the exchange or conversion of Preferred Stock, as well as upon the exchange or conversion li of bonds, debentures, debenture certificates, notes, certificates or evidences of indebted- ness or other debt securities of the Corporation. The relative preferences, privileges and voting powers of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as -to affect adversely any of • the rights of the holders of the Class A Stock without the written consent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at the time out- standing. 13. The 'referred Stocks, the Cumulative rreference Stock, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/or Dre- ferences herein created in favor of the holders of the Preferred Stocks, the Cumulative Pre- ference Stock, the Class A Stock and the Common Stock, respectively, as aforesaid, the Ii � holders, respectively, of the Preferred Stocks, the Cumulative rreference Stock; the Class 191 • A Stock and the Common Stock shall and do hereby waive and relinquish, in favor of the Class B Stock, and are hereby specifically excluded from, all voice and vote in the election of directors, in the management of the Corporation, in any proceeding for mortgaging its pro- perty -and franchises pursuant to Section Sixteen for conferring on the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of stock to employees pursuant to Section Fourteen, for guarantee- ing the bonds of another corporation pursuant to Section Nineteen, for sale of franchises and property pursuant to Section Twenty, for change of purposes, powers or provisions, num- ber of directors or location of office pursuant to Section Thirty-five, for establishing priorities or creating preferences among the several classes of stock or making any other changes in respect of shares, capital stock or capital pursuant to Section Thirty-six (ex- cept as otherwise provided in Subdivision 12 hereof), for consolidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Section One hundred and Five, of the Stock Corporation Law, or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substituted therefor or to any other provision of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stockholders, now or hereafter provided by law, the Preferred Stocks, Cumulative Preference Stock Class A Stock and Common Stock being each specifically excluded from the right to vote in any such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such pro- ceeding, matter or question were expressly named herein, all such voice and vote being hereby!, vested exclusively in, and reserved to and for, the holders of the Class B Stock; provided, jl •however, as follows: (a) In case default shall be made in the payment of cumulative divid- ends on the '5 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal. at least Eleven Dollars ($11.00) per share, or in case default shall be :wade in the payment of cumulative dividends on the $6 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall ii it equal at least Twelve Dollars ($12.00 per share, or in case default shall be made in the I� I payment of cumulative dividends on the $6.50 Dividend Series Preferred Stock and the arrear- ages of cumulative dividends thereon shall equal at least Thirteen Dollars ($13.00) per share, or in case default shall be made in the payment of cumulative dividends on the $7 'j Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ( 14.00) per share, or in case default shall be made in the • payment of cumulative dividends on the Original Series Preferred Stock and the arrearages of j cumulative dividends thereon shall equal at least Seven Dollars (7.00) per share, then and thereupon, during, but only during the continuance of such default, the holders of the pre- I ferred Stocks, but not the holders of the Cumulative Preference Stock or the Class A StockI or (unless permitted to vote pursuant to Paragraph (c) of this Subdivision 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class B Stock. (b) In case at antime the Corporation shall have failed ij Y p e al ed to declare and a or set aside during the next pay g preceding period of twenty-four consecutive calendar months,j' I commencing not earlier than January 1, 1925, dividends on the Class A Stock outstanding dux- II ing the whole of said period amounting to at least $4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the jj 194 Class A Stock aggregating $4 per share during a successive twenty-four monthst period, the !� holders of the Class A Stock shall have the voting power, to the exclusiop of the holders of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Cor- poration. (c) Whenever the holders of a majority of the shares of Class B Stock at any time outstanding shall, in person or by proxy, bywote at a meeting or instrument in writing, j consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders, or generally for any period, specified in such consent, then, whether or not the holders of the Preferred Stocks shall then be entitled to vote, the holders of the Common Stock shall have the right to vote, together with the holders of the Class B Stock, in the proceeding or upon the mat- ter or question or at the meeting or meetings or generally for the period or periods spec- ified in such consent, but not otherwise, on an equality with the holderslof the Class B Stock and in the same manner and with the same force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time. Nothing herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any class of the rreferred Stocks or of Cumulative rreference Stock or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the preceding Subdivision 12) shall be entitled to notice of any meeting of stockholders, subject to conflicting statutory requirements, if any. Nothing herein shall prevent the Board of directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or classes of the rreferred. Stocks and/or the Cumulative Preference Stock and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specfied percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a spec- ified percentage of the outstanding shares of any one or more of such classes of stock: but nothing herein shall, or is intended to , authorize or empower the Board of Directors to waive, relinquish or impair the voting and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof shall be en- titled to one vote for each share held by him of the chss or classes entitled or permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permitted to vote class as to an other matter, each for the election of two directors or as a separate a y , holder of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each 100 which such holder is entitled to receive, in the event of disolu- tion, liquidation or winding up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. Ill I! In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Cumulative rreference Stock or the Com- mon Stock shall be permitted to vote as to any matter, each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. i Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stockholders shall, upon the written request of the li holders of record of not less than ten per cent. of the shares of Class A Stock then out- standing, be called and held for the election of directors, and at such meeting the terms f of office of all who may then be directors shall terminate and a new Board of Directors shall be elected, two thereof by the holders of the Class A Stock and the remaining by the U • C � 193 holders of the Class B Stack, subject to the rights of the Preferred Stocks to participate • • • in such election if then entitled to vote. Whenever and as often as the right of the holders ii of Class A Stock to elect two directors shall terminate, the terms of office of the two I II directors then in office, elected by the holders of the Class A Stock, shall thereupon expire, and the vacancies shall be filled in the manner provided by the by-laws of the Cor- poration. 14. Dividends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole discretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise provide, a dividend on any class of stock shall be payable only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the date of declaration or the date of payment of such dividend and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive such dividend, notwithstanding that he may have been a holder of shares of such class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determining the respective rights of the holders of Class A Stock and the holders of Class B Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by any corporation, association or trust all or a majority of whose shares, or of any class thereof having voting power, shall be held directly or indirectly by the Corporation, and such shares of Class A Stock shall bedeemed outstanding for all purposes except the right to vote for the election of two directors, and, except as aforesaid, such holder of shares of Class A Stock shall have the same rights as any other holder of shares of Class A Stock. VII. The number of shares of each class issued and outstanding is 393456 shares of $5 Dividend Series Preferred Stock 0 shares of $5.50 Dividend Series Preferred Stock, 44527 shares of $6 Divid- end Series Preferred Stock, 79457 shares of $6.50 Dividend Series Preferred Stock, 97044 shares of $7 Dividend Series Preferred Stock, 42161 shares of Original Series Preferred Stock, 934687 shares of Cumulative Preference Stock, 5719381 shares of Class A Stock, 614,366 shares of Class B Stock and 1754499 shares of Common Stock. IN WITNESS WHEREOF, the under- signed have made, subscribed and acknowledged this certificate the 19th day of January 1931. I� Name of Stockholder Number of Shares Associated Securities Corporation 614 366 By H. C. Hopson, Vice President Attest: id. C. OtKeeffee, Secretary (Corporate Seal) State of New York ss.: County of New York On this l:Jth day of January, 1931, before me came H. C. Hopson, to me known, who, being by me duly sworn, did depose and say that he resides in the Borough of Manhattan, City and State of New York; that he is the Vice -President of Associated Securities Corporation, the corporation described in and which executed the foregoing in- strument; that he knows the seal of said corporation; that the seal affixed to said instru- ment is such corporate sea; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. (SEAL) Joseph A. Shields Joseph A. Shields Notary Public Queens Co.Clerk's No 1658, Register's No. 1039 N. Y. Co.Clerkts No.62, Register's No. 2-5-31 Commission Expires Larch 30,1932 fi STATE OF NEW YORK 9. C. O'Keeffe, being duly sworn, deposes and says, that l' ss.: COUNTY OF NEW YORK she is Secretary of Associated Gas and Electric Company; that she resides in the Borough of ALanhattan, City and State of New York; and that the per- son son who executed the foregoing Certificate of Reclassification of shares of Associated Gas and Electric Company, constitutes the holder of record of all the outstanding shares of said Associated Gas and Electric Company entitled to vote thereon. Subscribed to before • and sworn me this 19th day of January, 1931. i. C. O'Keeffe Joseph A. Shields,(Seal) Joseph Shields Notary Public Queens Co. Clerk's No. 1658, Reg- i ster' s No. 1039 N .Y . Co . Clerk's No. 62, Register's No . 2-5-31 Commission Expires ivarch 30,19�2 STATE OF NEW YORK 265 DEPARTMENT OF STATE ss•; I Certify That I have compared the preceding copy with the � original Certificate of Reclassification of Shares of Associated Gas and Electric Company, • filed in this department on the 20th day of January, 1931, and that such copy is a correct rom and of h 1 of s or' official transcript therefrom the whole such original. WITNESS m- hand and the of lclal � g 3 e seal of the Department of State at the City of Albany, this twentieth day of January, one thousand nine hundred and thirty-one. (SEAL) Frank S. Sharp, Deputy Secretary of State. (ENDORSED) ASSOCIATED GAS AND ELECTRIC COIPANY Certificate of Reclassification of Shares of Associated Gas and Electric Company, Pursuant to Section Thirty -Six of the Stock Cor- poration Law Dated January 19, 1931 STATE OF NEW YORK DEPARTIdENT OF STATE FILED Jan 20 1931 TAX None FILING FEE $20 Edward J. Flynn, Secretary of State By John F. Cox, Asst Cashier Recorded February 17, 1931 at 9:50 A. IA. Certificate of Incorporation We, the undersigned for the purpose of of forming a corporation pursuant t DELHI CO-OPERATIVE G. L. F. SERVICE,INC., Article 7 of the Cooperative Cor- Pursuant to Article 7 of the Co-operative Cor- poration Law of the State of New York. poration Law of the State of New - - - - - - - - - - - - - - - - - - - - - - - - - X York, do hereby make, sign, acknow- ledge and file this certificate for that Purpose as follows: 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Delhi Co -Operative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing warehousing or merchandising, processing and cleansing plan as limited in Article � of the cooperative business, on the co-operative/Corporation Law of the State of New York, in articles of com- mon use including farm products, food supplies, farm machinery and supplies and articles of domestic and personaly use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b.-To do all and everything incidental • and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association witho other corporations, firms or individuals. ;I 4. The amount of capital snick is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par • value of $5. each to be known as six percent non -cumulative preferred stock; and 1000 shared,' of the par value of $5. each to be known as common stock. 6. The designations, privileges,, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation. excepting as otherwise, expressly provided.by law; the preferred capital stock shall bear 195 e �y M an M and receive a preferred dividend at the rate of six percent per annum before any dividends `r whatsoever may be declared or paid upon common capital stock. Such dividends shall be non- cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital • stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal buiness office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annualmeeting of the stockholders are as follows: Harry Bull Campbell Hall, N.Y. Wm. I. Myers Ithaca, 14.Y., R.D.#5 E. Victor Underwood 141 Ithaca Rd., Ithaca, N.Y. Sherman Peer 401 Highland Rd., Ithaca, N.Y. Alice R. McAniff 514 'ivyckoff Rd., Ithaca, N.Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders 11. Names and post office addresses of the subscribers to this certificate and a statement of the number shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N.Y. 1 Share A. R. McAniff Seneca Building, Ithaca, N.Y. 1 Share Charlotte Davis r► 11 rr rr n 1 Share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, en- joyed or incurred by or in respect of the corporation shall'be effected by the fact that • any director or directors of the corporation are or may have been pe°sonally interested in or concerning the same, and each director of the corporation is hereby relieved of and from and and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corp.�ration, in which in anywise he may be interested. b. The Board of Directors, from time to time, shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them shall be open to the inspection of the stockholders and no stockholder sha l have any right to in- spect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time, sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms • and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, trnasfer, owning and holding � g g of stock as fully and to the extend as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its in- debtedness, and its earnings and savings, after deduction of reserve and other funds and • amounts required or permitted by law to be established, shall be distributed, whether in "the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it I I 196 shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or mer- chandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the cor- • poration and the persons for which it does business pursuant to Article 7 of the Cooperative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 16th day of February 1.931. Sherman Peer • A. R. McAniff STATE OF NEW YORK ) Charlotte Davis X ss: COUNTY OF TOMPKINS ) On this 16th day of February 1931, before me the sub- scriber personally appeared Sherman Peer, A. R. M cAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Henry J. Shirey, Notary Public Recorded February 20, 1931 at 9:55 A. M. - -- -- - CLERK Certificate of Incorporation We, the undersigned for the purpose of of forming a corporation pursuant to ELLICOT'TVILLE CO-OPERATIVE G. L. F. SER- Article 7 of the Cooperative Corpo- VICE, INC., Pursuant to Article 7 of the Co-operative Corporation Law of the State ration Law of the S tate of New York, of New York do hereby make, sign, acknowledge and -X •file this certificate for that purpose as follows: 1. That all the undersigned persons are of full age; all citizens of the United States and all are 2. The name of the pro- posed Corporation is Ellicotiville Co-operative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. to conduct a general producing, manufacturing, ware- housing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporations, firms or individuals. 4. The amount of capital stock is 25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 • shares are to have a par value of $5 each to be known as six percent non -cumulative pre- ferred stock; and 1000 shares of the par value of $5. each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qual- ifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the • preferred capital stock shall bear and receive a preferred dividend at the rate of six per- cent per annum before any dividends whatsoever may be declwed or paid upon common capital stock. Such dividends shall be non -cumulative. in case of the winding up, dissolution or other term'Lnation of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the ?I 197 • • • • • corporate business before any sums whatsoever.shall be distributed or paid upon or on ac- count of any of the common capital stock of the corporation. The date for payment of divid- ends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of yew York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N.Y. Wm. I. Wiyers Ithaca, N.Y., R. D. #5 L. Victor Underwood 141 Ithaca Rd., Ithaca, N.Y. Sherman Peer 401 Highland Rd., Ithaca, N.Y. Alice R. McAniff 514 Wyckoff Rd., Ithaca, N.Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Veer Savings Bank Bldg., Ithaca, N.Y. 1 share A. R. 1cAniff Seneca Building, Ithaca, N.Y. 1 share Charlotte Davis � it tt It it 1 share 12. The following provisions are adopted for the regulation of the business and conduct of of the affairs of the corporation. a. No transaction, right or liability entered into, en'o�,ed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of the corparation are or may have been personally interested in or concerning the same, and each directorof the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corpora- tion for the benefit of himself, or any firm, association or cor-poration, in which in any- wise he may be interested. b. The Board of Directors, from time to time, shall determine whether, to what extend, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them shall be open to the in- spection of the stockholders and no stockholder shall have any right to inspect -any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of directors may from time to time, sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and con- ditions, as by the Board may be deemed advisable and may restrict a purchase, sale, dis- tribution, transfer, owning and holding of stock fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebted- ness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, s-hall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, pur- chases or other services rendered to or by such persons, and within the limits of the Taw. _rovided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amunts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or mer- chandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Cooperative Cor- poration Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this cert- ificate in duplicate, dated this 16th day of February 1931. Sherman Peer I' A. R , YcAniff STATE OF NEW YORK Charlotte Davis Xss: j. COUNTY OF TOMPKINS ) On this 16th day of February 1331, before me the subscriber personally appeared Sherman Peer, A. R. McAniff and Charb tte Davis to me known to be the same�j persons described in and who executed the foregoing certificate of incorporation and they sev erally duly acknowledged to me that they executed the same. i. Recorded February 20, 1931 at 9:55 A. M. Certificate of Incorporation Henry J. Shirey, Notary Public u Vv'e, the undersigned for the purpose of of forming a corporation pursuant to Article SKINNERS EDDY CO-OPERATIVE G.L.F. SER- 7 of the Cooperative Corporation Law of !vice, Inc., Pursuant to Article 7 of the Co-operative Corporation Law of the the State of New lork, do hereby make, State of New York , sign, acknowledge and file this certifi- cate for that purpose as follows: 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of liew York. 2. The name of the proposed Corporation is Skinners Eddy Co-operative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manu- facturing, warehousing or merchandising, processing and cleansing business, on the co-oper- ative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery- and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and every thing incidental and necessary for the accomplistuuent of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporations, firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5. each to be known as six percent non -cumulative preferred stock; and 1000 shares of the par value of $5. each to be known as common stock. 6. The des- lignations, privileges, preferences and voting powers and restrictions or qualifications of ;the shares of each class are: The common capital stock shall have all the voting power of the I' corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six percent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall e non -cumulative. In case of the winding up, dissolution or other termination of the businesE of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums what- soever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corpora- tion shall be the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and roost office • U CJ U • addresses of the directors until the first annual meeting of the stockholders are as follows: 199 • • • • • Harry Bull Campbell Hall, A.Y. Wm. I. dyers Ithaca, N. Y. R. D.#5 E. Victor Underwood 141 Ithaca Rd., Ithaca,N.Y. Sherman Peer 401 Highland Rd.Ithaca,N.Y. Alice R. McAniff 514 Wyckoff Rd., Ithaca, N.Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N.Y. 1 share A. R, McAniff Seneca Building, Ithaca, N.Y. 1 share Charlotte Davis it11 It It tt 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corpo- ration for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time, shall determin( whether, to what extent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them shall be open to the in- spection of the stockholders and no stockholder shall have any right to inspect any ac- count, book or paper of the corporation, except as expressly conferred by law, or auth- orized by the Board or the stockholders. c. The Board of directors may from time to time, sellany or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, trnasfer, owning and holding of stock as fully and to the extent as auth- orized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided, The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions aid specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods or merchandise to be sold by or through it to members, or outside sales of goods or mer- chandise supplied by members to be sold by or through it is mermbers, er etrta�4e Bales of geode or merekandi-ae &appl}ed 13,y rft"b� era to lbe s-o-l-d-lay ar i-t, shall not be entered, considered or accounted for in the distribution of.profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Co- operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 16th day of February 1931. Sherman Peer A. R. McAniff Charlotte Davis 20 STATE OF NEW YORK ) On this 16th day of February 1931, bef=>re me the subscriber!+ 1 ss.: COUNTY" OF TOMPKINS ) personally appeared Sherman Veer, A. R. McAniff and Char- lotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Henry J . Shirey, Notary Public Recorded February 20, 1331 at 9:55 A. M. Certificate of Reduction of Capital ASSOCIATED GAS AND ELECTRIC COMPANY of Certificate of Reduction of Capital of Asso- Associated Gas and Electric Company ciated Gas and Electric Company, Pursuant to ---------- - - - - - - - - - - X Section Thirty -Six of the Stock Corporation Law. The undersigned, constituting the holder of record of all of the outstanding shares of Asso- ciated Gas and Electric Company entitled to vote on a reduction of capital of said Associated, Gas and Electric Company, pursuant to Section Thirty-six of the Stock Corporation Law, does hereby state; I. The name of the Corporation is Associated Gas and Electric Comteany. Said name has not been changed. II. The certificate of incorporation of said Corporation was filed in the office of the Secretary of State on idarch 19, 1906. III The amount of the capital of said Corporation is 277,759,401.42. Iv. The total number of shares which said Corporation is already authorized to issue is 12,000,000 shares, all of which are without par value. V. Said shares are classified into $5 Dividend Series Preferred Stock, $5.50 Divid- end Series Preferred Stock, $6 Dividend Series'Preferred Stock, $6.50 Dividend Series Pre- ferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred Stock, 4 Cumulative Preference Stock, 6 Cumulative Preference Stock, $6.50 Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock. 4501000 shares thereof are d$5 Divid- end Series Preferred Stock; 15,000 shares thereof are $5.50 Dividend Series Preferred Stock; 105,000 shares thereof are $6 Dividend Series Preferred Stock; 85,000 shares thereof are $6.50 Dividend Series Preferred Stock; 100,000 shares thereof are $7 Dividend Series Pre- ferred Stock; 45,000 shares thereof are Original Series Preferred Stock; 1,000,000 shares thereof are $4 Cumulative Preference Stock ; 100,000 shares thereof are $6 Cumulative Pre- ference Stock; 100,000 shares thereof are $$6.50 Cumulative Preference Stock; 7,000,000 shares' thereof are Class A Stock; 1,000,000 shares thereof are ClassB Stock; and 2,000,000 shares thereof are Common Stock. The designations, preferences, privileges, voting powers or re- strictions or qualifications of and applicable to the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred Stock, $4 Cumulative Preference Stock, $6 Cumulative Preference Stock, $6.50 Cumulative Preference j Stock, Class A Stock, Class B Stock and Common Stock, Respectively, are as follows: 1. The holders, respectively, of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the 66 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the 'riginal Series Preferred Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars ($5) per share per annum upon the $5 Dividend Series Preferred Stock at the rate of (Five Dollars and Fifty Cents ($5.50) per share per annum upon the $5.50 Dividend Series Pre- ferred Stock, at the rate of Six Dollars ( 6.00) per share per annum upon the $6 Dividend Series Preferred Stock, at the rate of Six Dollars and Fifty Cents ($6.60) per share per annum upon the $6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ($7.00) • U • • LJ 10 F� • r1 U • • n U per share per annum upon the $7 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty Cents ($3.50) per share per annum upon theOriginal Series Preferred Stock, and no more, payable semi-annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the :original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such share shall be cumulative from the dividend date next succeeding the date of issue thereof. All such dividends shall be paid or set apart before any divid- ends upon the Cumulative Preference Stocks (the term "Cumulative Preference Stocks" being here and hereinafter used to mean collectively the $4 Cumulative Preference Stock, -6 Cumulative Preference Stock and $6.50 Cumulative Preference Stock), the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart,so that if dividends at said rates, respectively, shall not have been so paid, the deficiency shall be paid or set apart before any dividends ahall be paid on or set apart for the Cumulative Preference Stocks the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determin by the Board of Directors, shall not on any dividend date be sufficient to pay dividendsof the prescribed amounts upon the -'referred Stocks the term "Preferred Stocks" being here j and hereinafter used to mean collectively the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series. Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Preferred Stock), respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Director in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks Bears to the prescribed cumulative dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. Whenever all cumulative dividends on the Preferred i Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not other- wise, declare dividends on the Cumulative Preference Stocks, the Class A Stock the Class B Stock, and the Common Stock, payable then or thereafter out of any remaining surplus. None of the Preferred Stocks shall be entitled to participate in or receive any dividend or share of surplus, whether payable in cash, stock or property, in excess of the aforesaid cumulative dividends respectively; provided, however, that while, but only while, the hol- ders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Directors in its discretion may, but shall not be required to, declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original Series Preferred Stock, but not upon any other class of the Preferred Stocks not exceeding in the aggregate fifty cents (50c.) per share in any one calendar year, which additional dividends, if declared, may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders, respectively of the 4 Cumulative Preference Stock, the $6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock, shall be entitled to receive from the surplus of the Corporation available for dividends, but only :, as and when declared by the Board of Directors, fixed cumulative dividends at the rate of Four Dollars ($4) per share per annum upon the $4 Cumulative Preference Stock, at the rate of Six Dollars ($6) per share per annum upon the $6 Cumulative Preference Stock and at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Cumulative Preference Stock, and no more (except as hereinafter specifically provided), payable semi- annually, quarterly or monthly, andon such dates, as the Board of Directors shall from date time to time determine. Said dividends, respectively, shall be cumulative from the dividend next preceding the date of the original issue of each share thereof, unless such share shall;', be issued (a) on a dividend date, in which case the dividends on such share shall be cumula- tive from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such share shall be cumulative. from the dividend date next succeeding the date of issue thereof. All such cumulative divi- dends shall be paid or set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the Class A Stock, the Class B Stock and/or the Common Stock, If such surplus, as determined by the Board of directors, shal7Ifiot on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Cumula- tive Preference Stocks, respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Cumulative Preference Stocks bears to the prescribed cumulative dividend rate upon such class, respectively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the surplus of the Corporation remaining after the payment of such cumulative dividends upon the Cumulative Preference Stocks, non- cumulative additional dividends upon the $4 Cumulative Preference Stock (but not upon any �I other class of the Cumulative Preference Stocks) aggregating, but not exceeding, One Dollar ($1.00) per share in any calendar year, and such non -cumulative additional dividend of One Dollar ($1.00) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividends shall be declared or paid or set apart from sur- plus in such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. When- ever all cumulative dividends on the Cumulative Preference Stocks for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Class A Stock, the Class B Stock and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock p-irsuant to the provisions of Subdivision 7 hereof), payable then or thereafter out of any remaining surplus. The Corporation agrees that it will reimburse to the registered owner of any shares of $6 Cumulative Preference Stock or of $6.50 Cumulative Preference Stock, when paid by or for account of such registered owner, all taxes (other than income succession and inheritance taxes) of the Commonwealth of Pennsylvania or of any county or taxing authority therein (but not for any interest or penalty assessed or paid in addition to the amount of any such • U E • 17� tax as originally assessed), which may be lawfully i,,posed or assessed under or by virtue �I • C7 of any present or future law upon such shares or upon such registered owner as a resident of said Commonwealth by reason of the ownership thereof, but not exceeding in the aggregate in any one year four mills per annum for each dollar of the taxable value thereof, upon receipt at the office or agency of the Coryoration in the Borough of idanhattan., The City of New York, within 60 days from the date of each and every payment of such tax, of a written request (sworn to if requested by the Corporation) for such reimbursement stating the facts entitling such owner to such reimbursement; provided, however, that the Corporation shall not be obligated to make reimbursement on account of any such tax except out of net profits or surplus remaining after the payment of or the setting aside of an amount for the payment of dividends, declared prior to the application for such reimbursement, upon the stock of the Corporation of any and all classes. 3. The holders of the Class A Stock shall be en- titled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, dividends at the rate of two Dollars ("�) per share per annum (hereinafter called "priority dividends on the C lass A Stock"), pay- able quarterly on February 1, Alay 1, August 1 and November 1 in each year, beginning with the quarterly dividend period ending May 1, 1925. Stich dividends shall be non -cumulative, but shall be declared and paid or set aside from surplus in full in each quarterly dividend period before any dividend shall be declared or ,aid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 4. V,,�henever the full i priority dividends on the Class A Stock, at the rate specified in Subdivision 3 hereof, for the current cuarterly dividend period, shall have been said, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said divi- dends on the Class A Stock, the Board of Directors may thereupon, during said quarterly dividend period but not otherwise declare dividends on the Class t Stock payable then > > > payable or thereafter out of any remaining surplus, at the rate of Two Dollars ($_9) per share per per annum (hereinafter called "priority dividends on the Class B Stock"); provided how- ever, that the aggregate amount of priority dividends declared upon the Class B Stock pur- suant to this Subdivision 4 for any such quarterly dividend period shall in no event ex- ceed the actual amount of priority dividends, in the aggregate, paid on, or set aside or appropriated for, the Class A Stock for such quarterly dividend period pursuant to the pro- visions of Subdivision 3 hereof. 5. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) fifty Cents ($,;.50) per share for any one calendar year, payable out of any re- maining surplus; provided, however, that the aggregate amount of additional dividends de- clared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate declared upon the Class n Stock in such quarterly dividend period pursuantto this Subdivision 5. Such additional non -cumulative dividends of Fifty Cents (.50) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividend shall be declared or paid or set aside from surplus in such calendar year upon the Common Stock pur- suant to the provisions of Subdivision 7 hereof. 6. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period, shall have been paid, or the corporation shall have setaside and appropriated from its surplus a sum sufficient for the payment there- u l Of, and in case the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pur- suant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set j aside and appropriated for the Class B Stock, pursuant to the provisions of Subdivision 4 i hereof, the Board of Directors may thereupon (whether or not additional non -cumulative divi- dends shall have been declared upon the $4 Cumulative Preference Stock or upon the Class i A Stock and the Class B Stock pursuant to the provisions of Subdivision 2 or Subdivision 5 hereof) but need not duringsuch quarterly dividend q y period, but not otherwise, declare � dividends on the Common Stock, and (to the extent, but only to the extent thatthe rate of j such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greate than such excess. 7. Whenever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively, and whether or not dividends shall have been de- clared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Directors may thereupon, but not otherwise, declare additbnal divid- ends onthe Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, if any, declared upon the Common Stock pursuant to the provisions of Subdivision 6 hereof,) to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pursuant to Sub- division 5 hereof shall exceed in the aggregate the aggregate amount of additional dividends declared on the Class B Stock in such calendar year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision 7 unless and until in such calendar year dividends shall be declared, pursuant to this Subdivision 7, on the Common Stock and (subject to the limitations set forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the j aggregate equal to such excess; (b) all dividends declared pursuant to this Subdivision 7, I other than dividends on the Common Stock and the Class B Stock to the extent provided in it Clause (a) of this Subdivision 7, shall be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining one-half of such dividends, subject, however, to the limitations set forth in the following Clause (c) of this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the previsions of this Subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends declared on the Common Stock in such quarterly dividend period pursuant to this Subdivision 7 or subdivision 6 hereof over the rate per share of all dividends de- clared on the Class B Stock in such quarterly dividend pFriod pursuant to Subdivisbns 4, li 5 and 6 hereof; nor shall any dividends be declared in any quarterly dividend period on the i ,i I� 1� • LI i Common Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this subdivision 7 and any other Subdivisions hereof. 8. The it amount of surplus payable as dividends on the Class A Stock in any quarterly dividend per- iod, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the de- claration in any such period of a dividend, payable in Class A Stock, issued to the holders of Class A Stock. The amount of surplus payable as dividends on the Class B Stock i in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the holders of the Class • B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant to Subdivision 5 or Subdivision 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, other than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the assets of the Corporation upon liquidation or dissolution, issued ex- clusively to the holders of the Class A Stock. The amount of surplus payable as dividends on the Cumulative Preference Stock of any class in any quarterly dividend period pursuant to Subdivision 2 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend payable in Cumulative rreference Stock of any class or in any • class of stock senior thereto, issued to the holders of Cumulative Preference Stock, pro- vided, however, and only if, the holders of the Cumulative Preference Stock of such class shall be given the election to receive in cash the dividend, or portion thereof, so cap- italized. The provisions of this Subdivision 8 are subject to the limitation, however, that no dividend, payable in stock of any class, shall be declared upon any class of stock unles, at the time of such declaration, cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivisions hereof. The number I of shares of each class of stock, respectively, to be issued in respect of any such dividend, shall be determined by the Board of Directors of the Corporation in their sole discretion. In no event shall any dividend on any class of stock other than Class B Stock be payable in C;ass B Stock. 9. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the Corporation, (a) the holders of the $5 Dividend • • Series Preferred Stock, $5.50 Dividend aeries Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and $7 Dividend Series Preferred Stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share, and the holders of the Original Series Preferred Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus before any amount shall be paid to or assets distributed among the holders of the Cumulative Preference Stocks, Class A Stock, Class B Stock and/or Common Stock; and (b) after the pay - went to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not otherwise, the holders of the $4 Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars (050) per share and the holders of 1!05 201 the $6 Cumulative Preference Stock and the $6.50 Cumulative t"reference Stock shall be en- titled to be paid the sum of One Hundred Dollars ($100) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Class A Stock, Class B Stock and/or Com- mon Stock; and (c) after the payment to or setting aside for holders of the Cumulative Pre- ference Stocks of the amounts above provided therefore, but not otherwise, the holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or assets distributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the payment to or setting aside for the holders of the Class A Stock of the amount above provided, but not otherwise, the hol- ders of the Class B Stock shall be entitled to be paid, pro rata, an amount equal to Thirty- five Dollars ($35) per share, but not exceeding in the aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or dis- tributed among the holders of the Class A Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of .the Class B Stock of the amount above provided, but not otherwise, then if the aggregate amount paid to 'or set aside for the holders of the Class A Stock pur- suant to Paragraph (c) of this Subdivision 9 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock pursuant to Paragraph (d) of this subdivision 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rate according to their respective shares before any further amount shall be paid to or distributed among the holders Cr the Class A Stock; and (f) after the payment pro rate to or setting aside for the holders of Class B Stock of the amount, in the aggregate, above provided, and if any amount shall be distributable to the holders of the Common Stock pursuant to Paragraph (e) of this Subdivision, after the payment pro rate to or the setting aside for the holders of the Common Stock of the amount III so distributable, but not otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Class A Stock pro rate according to their respective shares, and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rate according to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph(a) of this Subdivision 9 prescribed therefor respect- ively, such assets and funds shall be distributed to the holders of the Preferred Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, respectively, shall be the same. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Cumulative Pre- ference Stocks the full amounts hereinabove in Paragraph (b) of this Subdivision 9 pre- scribed therefor respectively, such assets and funds shall be distributed to the holders of the Cumulative Preference Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Cumulative r'reference Stocks bears to the full amount hereinabove in said Paragraph (b) prescribed for such class, respectively,' shall be the same. 10. At the election of the Corporation to be exercised by resolution of its Board of Directors, the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock, the Original Series Preferred Stock, the $4 • • C,A C, U Cumulative Preference Stock, the 6 Cumulative Preference Stock and/or the $6.50 Cumulative Preference Stock in whole or in part, may be redeemed at any time and from time to time, `07 • • C • • upon thirty dayst previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price for the $5 Dividend Series Pre- ferred Stock of One Hundred and Two Dollars ($102) per share, at the price for the S5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents ($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share, at the price for the Original Series Preferred Stock and the $4 Cumulative Preference Stock of Sixty Dollars (60) per share and at the price for the $6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock of One Hundred Dollars ($100) per share, together, in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the ?referred Stocks or of any class of the Cumu1a?;ive Preference Stock shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be pre- scribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemption shall cease to accumulate and all rights of the il holders thereof as stockholders of the Corporation, except the right to receive the redemp- tion price, shall cease and terminate. 11. Except as in this subdivision otherwise ex- pressly provided, no holder of stock of the Corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corporation issuedor to be issued or sold, now or hereafter authorized or of any obligations convertible into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discretion may determine. Any shares or convertible obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or classes of stock at the time outstanding,except that no shares of Class B Stock or Common Stock or obligations convertible into Class B Stock or Common Stock shall be so offered to others in than the holders of Class B Stock without the vote or written consent of the holders of the majority of the Class B Stock at the time outstanding. Anything I herein to the contrary notwithstanding, the holders of the Class B Stock shall have a pre- ferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized, and to any obligations convertible into Class i B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof with- out first offering the same to the holders of the Class B Stock for subscription. No such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferential right of subscription except as to the shares of Class B Stock and/or 1 Common Stock expressly specified in such consent. 12. The Corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created, and to authorize and create new or additional class or classes of stock, which may be in- ferior to, or on an equality with or superior to any class or classes of stock of the Cor- poration at the time outstanding, including the classes of stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (including any class or classes of preferred stock hereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meet- r>'0 4' ; I i I ing held for the purpose after due notice to the holders of such shares, including at least a majority, of such of the holders of the outstanding shares of Original Series Pre- ferred Stock, and at least a majority, collectively, of such of the holders of the out- li !I standing shares of Original Series Preferred Stock and such of the holders of the outstand- ing shares of $6 Dividend Series Preferred Stock, as shall vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Pre- ' li ferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred it Stock and the Original Series Preferred Stock shall not thereby be changed or amended so as I to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number or (3) if theretofore changed into shares with par value, of shares, or (2) into the same or a different number of shares with par value,/into the same or a different number of shares without par value; provided that the aggregate dividend the aggregate amount in the event of liquidation, dissolution or winding up and the aggre- gate redemption price (if redeemable) to which the new shares, issuable in lieu.bf the then outstanding shares of any class, shall be entitled, shall be equal respectively to the aggre gate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class ,.hall be entitled, and that each holder of the then outstanding shar of the respective class shall be entitled to receive such proportion of he new shares issu- able in lieu of the then outstanding shares of such class, as the number of the then out- standing shares of such class held by him shall bear to the total number of shares of such class then outstanding, and provided further that otherwise such new shares shall have the same preferences, privileges, voting powers, restrictions and qualifications as the then outstanding shares of such class; and (c) to distinguish by such designation or in such man- ner as it may determine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions of Subdivision 11 hereof, the Cor- poration shall have power and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes from time to time, as the Board of Directors shall determine, and, in the absence of fraud in the transaction, for such consideration as, from time to time, may be fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non -assessable and the holder of such shares ahall not,be liable to the Corporation or its creditors in respect thereto. The Corporation shall have power and authority at any time and from time to time, in accordance with law, to confer upon the holders of the rreferred Stocks of the Corp --ration of any class or classes, now or hereafter authorized and/or outstanding, the right and privilege of exchanging or con- verting the same for or into shares of rreferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such con- ditions as the Board of Directors may determine, and to authorize the issuance of such Pre- ferred Stock, Class A Stock and/or Common Stock upon the exchange or conversion of Preferred Stock, as well as upon the exchange or conversion of bonds, debenture, debenture certificates notes, certificates or evidences of indebtedness or other debt securities of the Corporation. The relative preferences, privileges and voting powers of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any of the rights of the holders of the Class A Stock without the written consent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at the time outstanding. 13. The rreferred Stocks, the Cumulative • • n U n U W • • • • • Preference Stocks, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights-end/or preferences herein created in favor of the holders of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock, respectively, as aforesaid, theholders, respectively, of the Preferred Stocks, the Cumula- tive Preference Stocks, the Class A Stock and the Co-.imon Stock shall and do hereby waive and relinquish in favor of Class D Stock, and are hereby specifically excli-Ided from, all voice and vote in the election of directors in the management of the Cor-:oration in any proceeding for mortgaging its property and franchises pursuant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal theraof into stock pursuant to Section Sixteen, for the issuance of stock to employees pur- suant to Section Fourteen, for guaranteeing the bonds of another corp_�rati�n pursuant to Section Nineteen, for sale of Franchises and property pursuant to Section Twenty, for change of purposes, powers or provisions, number of directors or location of office pursuant to Section Thirty-five, for establishing priorities or creating preferences among the several classes of stock or making any other changes in respect of shares, capital stock or capital pursuant to Section 'Thirty-six (except as otherwise provided in Subdivision 1.2 hereof), for consolidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Sec- tion One Hundred and Five, of the Stock Corporation Law, or pursuant to any amendment or amendments to said sections or any of than or to any section or sections substituted there- for or to any other provision of law now or hereafter in force, or for change of name pursaant.to the General Corporation Law or other Lav,, or in any other proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stock holders, now or hereafter provided by law, the Preferred Stocks, Cumulative Preference Stocks, Class A Stock and Common Stock being each specifically excluded from the right to vote in any such ,proceeding or upon or in respect of any such matter or question as fully and with � the same force and effect as if such proceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in, and reserved to and for, the holders of the Class D Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the $5 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends oYi the $5.50 Dividend Series rreferred Stock and the arrearages of cumulative dividends thern- on shall equal at least Eleven Dollars (y11.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6 Dividend Series Preferred Stock and the arrea»ages of cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend Series 'referred Stock and the arrearages of cumulative dividends thereon shall equal at least Thirteen Dollars WZ.00) per share, or in case default shall be made in the payment of cumulative dividends on the w7 Dividend Series Preferred Stock, and the arrear- ages ofeumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) (ter share, or in case default shall be made in the payment of curnulatire dividends on the Original Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars ($7.00) per share, then and thereupon, during, but only during the con- tinuance of such default, the holders of the Preferred Stocks, but not the holders of the Cumulative Preference Stocks or the Class A StocK or (unless permitted to vote pursuant to Paragraph (c) of this Subdivision 13) the holders of the Common Stock, shall have full voting rights on an'equality with the holders of the Class B Stock. (b) In case at anj.7 time the Corporation shall h-vc failed to declare and pay or set aside during the next preceding period of twenty-four consecutive calendar months, commencing not earlier than January 1, 210' 1925, dividends on the Class A Stock outstanding during the whole of said period amounting to at least 4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the Class L Stock aggregating $4 per share during! a successive twenty-four months' period, the holders of the Class A Stock shall have the voting power, to the exclusion of•the holders of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) 'thenever the holders of a maj- ority of the shares of Class B Stock at any time outstanding shall, in person or by proxy, by vote at a meeting or instrument in writing, consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders, or generally for any period, specified in such consent, then, whether or not the holders of the Preferred Stocks shall then be entitled to vote, the hol- ders of the Common Stock shall have the right to vote, together with the holders of the Clas B Stock, in the proceeding or upon the matter or question or at the meeting or meetings or generally for the period or periods specified in such consent, but not otherwise, on an equality with the holders of the Class-6 Stock and in the same manner and with the same force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class r3 Stock; provided, however, that no such gen- eral consent shall be giver_ for a period exceeding one year at any one time. Nothing herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. '�o holder of any class of the Preferred Stocks or of any class of the Cumulative I reference Stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the preceding Subdivision 12) shall be entitled to notice of any meeting of stockholders, subject to conflicting statutory requirements, if any. Nothing herein shall prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or classes of the Preferred Stocks and/or the Cumulative Preference Stocks and/or of the Class A Stock and/or of the Common Stock, whenever it may be- come desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding snares of any one or more of such classes of stock; but nothing herein shall, or is in- tended to authorize or empower the Board of Directors to waive, relinquish orimpair the vot- ing and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the class or classes entitled or permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permitted to vote 25r the election of two directors or as a separate class as to any other matter, each holder of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each $100 which such holder is entitled to receive, in the event of disolution, liquidation or windiig up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Sub- division 9 hereof in preference to the Class B Stock. in all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Cumulative Preference Stocks or the Common Stock shall be permitted to vote as to any matter, each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stock- holders shall, upon the written request of the holders of record of not less than ten per cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may then be directors n LJ • �71 • 21i • • .7 • :7 shall terminate and a new Board of Directors shall be elected, two thereof by the holders of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rig:1ts of the Preferred Stocks to participate in such election if then entitled to vote. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall terminate, the terms of office of the two directors then in office elected by the holders of the Class A Stock, shall thereupon expire, and the vacancies shall be filled in the manner provided by the by-laws of the Corporation. 14. Dividends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole dis- cretion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise pro- vide, a dividend on any class of stock shall be payable only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the date of declaration or the date of payment of such dividend, and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive such dividend, notwithstanding that he may have been a holder of shares of such class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determining the respective rights of the holders of Class A Stock and the holders of Class B Stock and Common Stock in any ditributbn of surplus and/ or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether can- celled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class X Stock held by any corporation, association or trust, all or a maj- ority of whose shares, or of any class thereof having voting power, shall be held directly or indirectly by the Corporation, and such shares of Class Y Stock shall be deemed outstand- ing for all purposes except the right to vote for the election of tro directors, and, except as aforesaid, such holder of shares of Class A Stock shall have the same rights as any other holder of shares of Class A Stock. VI. The number of shares of each class issued and outstanding is 393456 shares of $5 Dividend Series Preferred Stock, 0 shares of $5.50. Dividend Series Preferred Stock, 44502 shares of $6 Dividend Series Preferred Stock,79305 shares of $6.50 Dividend Series Preferred Stock, 97018 shares of $7 Dividend Series Pre- ferred Stock, 42141 shares of Original Series Preferred Stock, 934,687 shares of $4 Cumu- lative Preference Stock, 62 shares of $6 Cumulative Preference Stock, 0 shares of $6.50 Cumulative Preference Stock, 5733544 shares of Class A Stock, 614366 shares of Class B Stock and 1,750,501 shares of Common Stock. VII. The statement respecting its capital con- tained in the certificate of incorporation of said Corporation, as heretofore amended, is as follows: ftllencef:rth, the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value, plus such amounts, as, from time to time, by resolution of the Board of Directors may be trans- ferred thereto.11 VIII.The amount to which the capital of the Corporation is hereby reduced is 175,000,000. IX. The total number of shares, including those previously authorized, which the Corporation may henceforth have is 12,000,000 shares, all of which are to be with- out par value. Said shares are to remain classified as provided in Paragraph V hereof. The number of shares in each class and the designations, preferences, privileges and voting powers of shares of each class and the restrictions or qualifications thereof are to remain unchanged and are to be as set forth in Paragraph V hereof. X. The statement respecting its capital contained in the certificate of incorporation of said Cort.oration, as heretofore amended, is to remain unchanged. IN WITNESS WHEREOF, the undersigned have made, subscribed 6 � and acknowledged this certificate the 26 day of January, 1931. Name of Stockholder Number of Shares Associated Securities Corporation (Seal) 614,.'!?66 By H. C. Hopson, Vice -:resident. Attest: M. C. OfKeeffe, Secretary STATE OF NEW YORK On this 26th day of January, 1931, before me came H C. ss.: COUNTY OF NEW YORK Hopson, to me known, who, being by me duly sworn, did depose and say that he resides in the Borough of Lanhatta.n, City and State of New York; that he is the Vice -President of Associated Securities Corporation, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of Said Corporation, and that he signed his -name thereto by like order. SEAL) Dorothy K. Richards Notary Public, Kings County, Kings Co. Clks. No. 369, Reg. No. 2471 N. Y. Co.Clks, No. 1098, Reg. No. 2R52A Commission expires iaarch 30, 1932. STATE OF NEW YORK M. C. O'Keeffe, being duly sworn, deposes and says, that she ss.: is Secretary of Associated Gas and Electric Company; that she COUNTY OF NEW YORK resides in the Borough of Manhattan, City and State of New York; and that the person who executed the foregoing Certificate of Reduction of Capital of Associated Gas and Electric Company, constitutes the holder of record of all the out- standing shares of said Associated Gas and Electric Company entitled to vote thereon. Sub- cribed and sworn to before me this 26th day of J anuary, 1931. k. C. O'Keeffe (SEAL) Dorothy K. Richards Notary rublic, kings County Kings Co.Clks, No. 369, Reg. No. 2471 N.Y.Co.C1ks,No.1098,Reg.lio.2R52A Commission expires warch 30,1932 STATE OF NEW YORK ) J. ul. Daly and h. C. Hopson, being duly severally sworn, :ss. . COUNTY OF NEW YORK ) depose and say and each for himself deposes and says that he, the said J. M. Daly, is a Vice -President of Associated Gas and Electric Company and he, the said H. C. riopson, is the Treasurer thereof, that the proposed reduction of capital of said Corporation provided for in the Certificate of Reduction of Capital of said Corporation dated January 26, 1931, or any distribution of assets made pursuant thereto, will not re- duce the actual value of the assets of said Corporation to an amount less than the total amount of the debts and liabilities of said Corporation plus the amount, as reduced, of its ca�;ital. Subscribed and sworn to before me this 27th day of January,1931. John M. Daly H. C. Hopson Dorothy K. Richards (Seal) Notary Public, Kings County Kings, Co. Clks, No. 369, Reg. No. 2471 N. Y. Co. Clks No. 1098, Reg. No. 2R52A Commission expires March 30, 1932. STATE OF NEW YORK 362 �ss.: DEPARTi4ENT OF STATE I Certify That I have compared the ;receding copy with the original Certificate of Reduction of Amount of Capital of Associated Gas and Electric Com- pany, filed in this department on the 29th day of January, 1931, and that such copy is a cor- rect transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-ninth day of January, one thousand nine hundred and thirty-one. (SEAL) Frank S . Sharp, Deputy Secretary of State. (ENDORSED) ASSOCIATED GAS AND ELECTRIC C01PANY. Certificate of Reduction of Capital of Associated Gas and Electric Company, Pursuant to Section Thirty -Six of the Stock Corporation Law Dated January 26, 1931. STATE OF NEW YORK DEPARTgENT OF STATE FILED Jan 29 1931 n LJ • • 1-1 U TAX $ None FILING FEE $20 Edward J. Flynn -Secretary of State By John F.Cox Asst Cashier Recorded February 26, 1931 at 9:28 A. 11. �13, � 1fl *fl Certificate of Incorporation CERTIFICATE OF INCORPORATION 1 of `vre, the undersigned, all being persons Grand View Nazarene Camp Meeting Asso'tn of full age, and all citizens of the - - - - - - - - - - - - - - - - - - - - - - - X United States, and at least residents i- of the S tate of New York, desiring to form a religious corporation according to the Laws of the State of New York do hereby make, sign, acknowledge and file this certificate for • that purpose as follows: FIRST: The name of the purposed corporation is Grand View Nazarene Camp Meeting Association. SECOND: The purpose for which this corporation is formed shall be the pre-ching of scriptural Holiness as defined by the iWanual of The Church II of the Nazarene; the seeking of the salvation of men and women- the furtherance of the in- III iterest of the Church of the Nazarene at large. THIRD: The officers of said corporation , shall be a Board of Directors composed of the pastors from each of the several churches I� in the central part of the New York District, Church of the Nazarene, and one lay delegate chosen by each of the several local churches; a Board of Trustees (not less than five nor � more than thirteen). The trustees, president, vice-president, secretary and treasurer shall; I be elected by the annual meeting of said association from among the Board of Directors. il The duties and obligations of said officers to be such as usually performed by such church officers. FOURTH: The principle place of business of said corporation shall be at Brooktondale in the Town of Caroline Tompkins Count N.Y. FIFT`": the duration of said � P Y, I corporation is to be perpetual. SIXTH: The membership shall be composed of Christian peo- ple who are in sympathy with the purposes of the camp meeting association. Those desiring such relationship shall pay $1.00 annual membership fee. Acceptance of members shall be determined by the Board of Directors. SEVENTH: The purpose of said corporation is further to own, purchase, buy and sell real estate and personal property, to acquire and own Camp ' meeting Grounds and to organize and equip the same to lease land or cottages for a period not to exceed fifty years and only to those who are in full sympathy with the objects and ends of this association, and suc-. property or any of it not to be sublet, rented or leases j' assigned without the consent of the Board of Directors. Such leases are not to be disposed d of or sold except to persons in full sympathy with the objects, aims and purposes of the it !i association. All plans for cottages or rivate buildings shall be submitted to the Board of Directors for approval. All matters of privilege connected with use of campmeeting pro- perty shall be referred to the Board of Directors, such privileges shall include use or rental of private or campmeeting property. The said Association -shall have full power to do all things necessary to carry out the plan and purpose of establishing such permanent i campmeeting and with all the necessar;- power to make it effectual and may charge admission fees and have all necessary powers to make said association operative and effectual. In case the campmeeting shall cease to function in full harmony with the original purpose of the Association the buildings and g property shall bgazed or sold and the proceeds of the sale thereof shall go to the interests of the Church of the Nazarene at the discretion of the Board of Directors. EIGHTH: The names and post -office addresses of the Trustees for the first year are as follows: Howard V. miller, Brooktondale, N.Y. i&artin J. Ross, Brooktondale, N.. Y. Leo C. Maxwell, Brooktondale, N. Y. Norman R. Johnston, 144 Wyman Avenue, Syracuse, N. Y. Thomas Nesmith, Vestal, N. Y. NINTH: The annual meeting of said Association shall be held on the first day of July. In witness whereof, we '..ave made, signed, acknowledged and filed this certificate in dup- licate. Dated this 5th day of July, 1930. l Howard V. Miller Martin J. Ross Leo C. Maxwell Norman R. Johnston II 214 STATE OF NEW YORK SS: On this 5th day of July, 1930, before me personally came toward ' COUNTY OF TOMPKINS V. viiller, Martin J Ross and Leo C. Maxwell to me personally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the use and purposes therein set forth. l STATE OF NEW YORK (SEAL) Elmer L. Lockwood, Notary Public SS. COUNTY OF ONONDAGA On this 14th day of July, 1930, before me personally came Norman R. Johnston to me personally known to be the person described in and who made and signed j the foregoing certificate and severally duly acknowledged to me that he made, signed and li executed the same for the use and purpose therein set forth. i STATE OF NEW YORK (SEAL) Frank C. Brown, Notary Public ss.: COUNTY OF ONONDAGA I, Grant h. Goodelle, Clerk of the County of Onondaga, and the Supreme and County Courts therein, the same being Courts of Record, do hereby certify, that Frank C. Brown whose name is subscribed to the Certificate of the proof or acknow- ledgment of the annexed instrument and thereon written, was at the time of eking such proof or acknowledgment, a Notary Public, in and for the County of Onondaga, dwelling in the said County, commissioned and sworn, and duly authorized to take the same. And further 'j that I am well acquainted with the handwriting of such Notary, and verily believe that the signature to the said certificate of proof or acknowledgment is genuine. IN TESTIMONY !I� WHEREOF., I have hereunto set my hand and affixed the seal of the said Courts and County,the i' 18 day of Feby 1931. j(SEAL) Granth. Goodelle, Clerk STATE 'OF NEW YORK COUNTY OF BROOME SS' On this 30th day of July, 1930, before me personally came Thomas N esmith, to me personally known and known to me to be one of the persons described in and who made and signed the foregoing certificate and he duly acknowledged to me that he made, signed and executed the same for the use and purposes therein set forth. (SEAL) Gerald K. Atwater, Notary Public STATE OF NEW YORK I, James Macindoe, Clerk of the County of Broome, and also ss.. COUNTY OF BROOME Clerk of the County and Supreme Courts for said County said before Courts being Courts of Record, do hereby certify that Gerald K. Atwater the notary Public / whom the within acknowledgment was made, was at the time of taking the same authorized by the laws of the state of New York to take acknowledgments and proofs of deeds of conveyances for lands, tenements and hereditaments situate, lying and being in said State of New York. And further that I am well acquainted with the handwriting of such Notary Public and verily believe that the signature to said certificate of proof of acknowledgment is genuine and that an impression of the seal of such Notary Public is not required by law to be filed in this office. In testimony whereof, 1 have hereunto set my hand affixed the seal of the said Courts and County, the 2d day of September 1930. (SEAL) James Macindoe Clerk By A. K. Marean Deputy Clerk Recorded March 3, 1931 at 2:30 P. M. - CLERK ertificate of Reclassification of .Shares Certificate of Reclassification of of Shares of Cayuga Finance Corporation Cayuga Finance Corporation Pursuant to Section Thirty -silo of the - - - - - - - - - - - - - - - - - - - - - - X Stock Corporation Law. WE, The Under- signed William A. Dillon, P resident, and jasper A. Vai]_liamson, Secretary, of the Cayuga Finance Corporation, a Stock Corporation formed under the Laws of the State of New York, • U • desiring to re-classify the shares of the rreferred Stock of the Corporation pursuant to • i 71 • Section Thirty-six of the Stock Corporation Law, DO EREBY CERTIFY as follows: Frst: That the name of the Corporation is: Cayuga Finance Corp -)ration. Second: That the Certificate of Incorporation of the Corporation was filed in the Office of the S ecretary -f State, Albany, New York, in the 29th day of September, 1923, and in the Office of the County. Clerk of Tompkins County, jiew York, on the 30th day of October, 1923, That a Certificate to increase and classify the Capital Stock of said Corporation was filed in the Office of the Secretary of State, Albany, New York, on the 7th day of September 1927, and in the Office of the County Clerk of Tompkins County, New York on the 8th day of September, 1927. Third: That the total amount of the previously authorized Capital Stock, all of the shares of which have a par value, is One Hundred Thousand Dollars ( $100,0)0), consisting of Two Thousand Shares of the par value of Twenty-five Dollars ($25) each of which shares are seven percent (7 %) cumulative preferred Stock preferred as to dividends and callable at the o-otion -)f t(-..e Board of Directors at25.50 per share; and Five Hundred Shares of the Par value of One Hun- dred Dollars (100) each of which shares are Common Stock. Fourth: That the number of share of Common Stock issued, outstanding, is Four Hundred, and that there are no shares of Pre- ferred Stock iss,_ied, outstanding. Fifth: The five Hundred shares of Common Stock and the Two Thousand shares of Preferred Stock already authorized shall thenceforth have the follows designations, preferences, privileges, voting powers, restrictions and qualifications; the holders of the preferred shares ahall be entitled to receive from the surplus or net profits of the Corporation as and wher/declared by the Board of Directors, cumulative dividends/upon such shares at the rate of 7% per annum, payable semi-annually in preference and priority to any dividend upon the common shares. The holders of the common shares shall be en- titled to all the remaining surplus or net profits of the Corporation which the Directors in the exercise of their discretion may determine to be distributable as dividends. Upon ,the dissolution of this Corporation and the distribution of its net assets, the holders of i the preferred shares ahall be paid in full the par value of the shares held by them and any accumulated dividends unpaid thereon, before any amount shall be distributed among the holders of the common shares. After such payment to the holders of the preferred shares the remaining net assets, if any, shall be distributed among the holders of the common shares. The holders of the preferred shares shall not be entitled to vote at the election of dir- ectors or at any other meeting of stockholders; nor shall the holders of such shares be en- i titled to vote in a proceeding for mortgaging the property and franchises of the corporation pursuant to Section 16 of the Stock Corporation Law, for guaranteeing the bonds of another corporation pursuant to Section 19 of said law, for sale of the franchise: and property c;ursuant to Section 20 of said law, for establishing priorities or creating preferences among the several classes of stock pursuant to Section 36 of said law, for consolidation pursuant to Section 86 of said law, for voluntary dissolution pursuant to Section 105 of said law, jor for change of name pursuant to the General Corporation Law. Notwithstanding anything hereinabove in this paragraph contained, in event that dividends are not paid on the pre- ferred stock as hereinabove provided, for any period of fourteen months, the holders of the preferred shares shall be entitled to vote on the same basis as the holders of the common shares. The preferred stock shall be call -able in whole or in .part at the option of the Board of Directors of said Corporation at $25.50 and any accumulated dividends on each share on the first day of July, 1931, and on any subsequent first day of January and July on thirty days notice, by mailing such notice to the holders of shares called, at their last address as shown on the records of the Corporation. Sixty:: The total amount of the capital stock which said Corporation shall henceforth have, shall be $100,000.00 of which $501000.00 shall Abe the already authorized 2.000 shares 7% preferred stock of the par value of $25.00 per share; and $50,000.00 shall.be the already authorized 500 shares of common stock, par value u $100.00 -er share. IN WITNESS WHEREOF we have signed this Certificate in duplicate, this 27th day of.February, 1931 William A. Dillon STATE OF NEW YORK Jasper N. 7illia.mson SS. COUNTY OF TOIMPKINS On this 27th day of February, 1931, before me personally came William A. Dillon and Jasper N. Williamson, to me known and known to me to be the individuals described in and who executed the foregoing Certificate, and they severally duly acknowledged) to me that they executed the same. STATE OF NEW YORK Geo.'h. Russell, Notary Public :ss. COUNTY OF TOMPKINS William A. Dillon and Jasper N. Williamson being severally duly sworn on oath, say, each for himself, that he, the said William A. Dillon is the Pre- sident, and that he, the said Jasper N. Williamson is the secretary of Cayuga Finance Cor- poration; that they leave been authorized -jointly to execute and file the foregoing Certifi- cate by the votes, cast in person or by proxy, of the holders of record of two-thirds of the outstanding shares of said Corporation entitled to vote on the amendment of the certifi- cate of Incorporation intended to be Effected by the foregoing certificate; which votes were cast at a special meeting of stockholders held on the 18th day of Feb. 1931, upon notice duly given pursuant to Section 45 of the Stock Corporation Law. Subscribed and sworn to before me William A. Dillon this 27th day of February, 1931. Jasper N. Williamson Geo. H. Russell, Notary Public Edward J. Flynn Secretary of State George H.Russell,Esq. 301 Savings Bank Bldg. Ithaca, N.Y. STATE OF NEW YORK DEPARTIENT OF STATE DIVISION OF CORPORATION ALBANY march 2,1931. Frank S . Sharp Deputy Secretary Chief of Division Dear Sir: Certificate of reclassification of shares of Cayuga Finance Corporation has been received and filed today as requested. Fee $20. paid. Yours Truly, Frank S. Sharp, Chief of Division. Recorded March 3, 1931 at 3:00 P. -'j'7- U _ .Lif._1T' Certificate of Change of Location TRACY DEVELOPMENT COMPANY of Certificate of Change of Location of Office Tracy Development Company Pursuant of Tracy Development Company Pursuant to Sec - ,to Section Thirty -Five of the Stock Corporation Law. tion Thirty -Five of the Stock Corporation Law. - - - - - - - - - - - - - - - - - - - - X The undersigned, constituting the holder of re - cord of all the outstanding shares of Tracy Development Company entitled to vote on a change of location of its office, pursuant to Section Thirty -Five of the Stock Corporation Law,dovs i hereby certify and state: 1. The name of the corporation is Tracy Development Company, Said name has not been changed. 2. The Certificate of Incorporation of said corporation was filed in the office of the Secretary of State on the loth day of November, 1911. 3. The Village and County in which its office is located are the Village of Seneca Falls and County of Seneca;, and the City and County to which its office is to be removed are the City of Ithaca and County,i of Tompkins. IN WITNESS WHEREOF, the undersigned has made subscribed and acknowledged this certificate this 6th day of March, 1931. Name of stockholder No. of shares Rochester Central Power Corporation By (Signed) k. C. OfKeeffe, Vice -'resident (CORPORATE SEAL 3,000 L Attest: J. F. McKenna, Secretary 217 • C7 • • • STATE OF i4EW YORK On the 6th day of &a.rch, 1931, before me personally came �Ss COUNTY OF NEW YORK } M. C. O'Keeffe, to me known, who, being by me duly sworn, did depose and say that she resides in the City of New York, New York, that she is a Vice President of Rochester Central rower Corporation, the corporation described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Corporation, and that she signed her name thereto by like order. Joseph A. Shields Joseph A. Shields Notary Public Queens Co.Clerk's No.1F58, Register's No.1039 N.Y.Co. Clerk f s No.62,Register's No.2-S--7.1 Co:.,imission Expires �uarch 30,1932 STATE OF NEW YORK SS C. A. Dougherty, being du,y sworn, deposes and says that COUNTY OF NEW YORK he is Secretary of Tracy Development Company, that he resides in Paterson, New Jersey; that the company which executed the foregoing certificate constitutes the holder of record of all of the outstanding shares of Tracy Development Com- pany entitled to vote thereon. Subscribed and sworn to before C. A. Dougherty me this 6th day of march 1931. Joseph A.Shields Joseph As Shields Notary Public Queens Co.Clerkts No.1658, Register's No. 1039 N.Y.Co.Clerkls No.62 Registerts No. 2-S-31 Commission Expires March 30, 1932. STATE OF NEW YORK ) D41 �i DEPARTMENT OF STATE > ss • I CERTIFY THAT I have comJ­ared the --receding copy with the original Certificate of Change of Location of Tracy Development Company, "sled in this I� department on the llth day of March, 1931, and that such copy is a correct transcript there- from and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this eleventh day of march, one thousand nine hundred and thirty-one. (SEAL) Frank 6. Sharp, Deputy Secretary of State 11 (ENDORSED) TRACY DEVELOPaiENT M,,&ANY. Certificate of Change of Location of Office of Tracy Development Company, Pursuant to Section 35 of the Stock Corporation Law. STATE OF NEW YORr: DEPARTkENT ; F STATE FILED iaar 11, 1931 TAR None FILING FEE 820- Edward J. Flynn, 6ecretary of State By n. J . Fisher Cashier Rec:-)rded March 13, 1931 at 3:18 F . lvi. ii Certificate of incorporation Certificate of Incorporation of The Shawneese of of the Town of Danby, Inc., Pursuant to the The Shawneese of the Toirn of •aembership Corporation Law. (1) The name of Danby, Inc., Pursuant to the -embership Corporation Law. the prop,^sed corporation is the Shawneese of --- - - - - - - - - - - X The Town of Danby, Inc. (2) The purposes for which said corporation is to be formed are: (A) To acquire title to, manage and control, purchase and sell and _mprove, real property in the Town of Danby, TompkinsCounty, New York, for the use of its aeiubers. (B) To constitute a social fraternal organization and to main - taro a home and meeting place for its members pursuant to its rules, regulations, by-laws and constitution. (3) The territory in which its operations are principally to be conducted is in the Town of Danby, County of Tompkins and State of 1u ew York. (4) It -office is to be located in the 'Town of Danby, County of Tompkins and State of New York. (5) The number of its directors shall be 5 (6) The names and residences of the directors until the first annual meeting are as follows: Name Address with Street dumber David A.Moore Wilseyville, N.Y. Charles Green 206 Lake Ave. I thaca,N .Y. William 6. Judson Ithaca, R.D. N . Y. John B . hill 11 It tT Frank Bierce 11 1+ 11 x 21 (7) That all of the subscribers to the Certificate are of full age; that at least two-thirds of them are citizens of the United States; that at least one of them is a resident of the State of New York; and that of the persons named as directors at least one is a citizen of the United States and a resident of the State of New York. V/IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed our seals this 1st day of September, 1928. Everett B. Hall Myron C . Barker Emil F. Makarainen Smith G. GAffin Elroy G. Brown Charles Zibulski, Henry Makarainen Harry E. Mettler John B. Hill Olin M. Cummings William J. Judson Joel B. Harvey George Hornbrook Floyd E. Hornbrook Frank Bierce Orval N. Van Ostrand David A. Moore Charles Green Frank Hollister Gerald R. Boda Nelson 6. Palmer Reginald S. Nelson Emil Knuutila William luakarainen Homer H. Palmer .Walter AacFall Frank McPherson Leroy B. Howland Ellsworth A. Schaber William 0. Smiley John G. Palmer Edwin 0. Cheeseman Frank R. Stevens Frank A. Hutchings Louis E. Johnson Willard M . rent Edward J. Whipple Edward H. Stickles Leman Hall Earl Truk Fred H. Cornish STATE OF NEW YORK On this 1st day of September, 1929, before me personally SS COUNTY OF TOMPKINS appeared Everett B. Hall, Myron C. Barker, Emil F."Lakarainen, Smith G. Griffin, Elroy 6. Brown, Charles Zibulski, Henry Aiakarainen, Harry E. Mettler, John B.Hill, Olin M. Cummings, William J. Judson, Joel B. Harvey, George Hornbrook, Floyd E. Hornbrook, Frank Bierce, Orval N . Van Ostrand, David A. Moore, Charesl Green, Frank Hollister, Gerald R. Boda, Reginald S. Belson, Emil Knuutila, 11illiam ►Lakarainen, Homer H. Palmer, Walter aLcFall, Frank McPherson, Leroy B. Howland, Ellsworth A. Schaber, William 0. Smiley, John G. Palmer, Edwin J. Cheeseman, Frank R. Stevens, Frank A. Hutchings, Louis E. Johnson, Willard M. t-ent, Edward J. Whipple, Edward H. Stickles, Leman Hall, Earl Turk, Fred H. Cornish, Nelson S. Palmer, to me ;personally known andknown to me to be the persons described in and who executed the foregoing instrument and they severally acknowledged to me that they executed the same. (SEAL) Leroy B. Howland, Notary I hereby apa,rove of the incorporation of The Shawneese, and of the above certificate of in- , corporation. Joseph D. Seem, Justice Supreme Court Sixth -Judicial District State of New York Department of.State Division of Corporations Albany Edward J. Flynn Frank S. Sharp Secretary of State Deputy Secretary 1darch 6, 1931 Chief of Division David k. Moore, Esq., Willseyville, N.y. Dear Sir: Certificate of incorporation of The Shawneese of the Town of Danby, Inc. has been received and /tiled today as requested. Fee $30. paid. Recorded March 13, 1931 at 4:16 P. M. Yours truly, Certificate of Incorporation of Semprevisa Italian Aasociation of the State of New York, Inc., Pursuant to the lembership Cor- porations Law. - - - - - - - - - - - - - - - - - - - - - - - - - -X Frank S. Sharp, Chief of Division CERTIFICATE OF INCORPORATION of Semprevisa Italian Association of the State of New York, Inc., Pursuant to the membership Cor- poration Law. Vie, the under- 0 C� • signed, desiring to form a membership corporation pursuant to the provisions of Section 10 �19 IN o M M • • • • of Article 2 of the jAembership Corporati-.-ns Law of the State of New York, do hereby mAe tits certificate in duplicate as follows: FIRST: That the name of the corp,-.ration is Semprevisa Italian Association of the State of New York, Inc. SECOND: That the purposes for which it is formed are as follows: To foster friendly, social and fraternal relationship, and to promote social intercourse and good fellowship among its members; and provide for the mutual benefit and interest of its respective members between one another; to purchase or lease such real property and furnishings therefor as may be needed for the purposes aforesaid but not in any wise for profit, and to charter other lodges with the same purposes. THIRD: The territory in which its operations are principally to be conducted is throughout the State of New York. FOURTH: The principal office shall be located in the City of Ithaca, Tompkins County, slew York, FIFTH: The number of directors shall be seven. SIXTH: The names and re- sidences of the directors thereof, until the first annual meeting, shall be as follows: NAME RESIDENCE Augusto Baldini 312 Esty Street, Raffaele Baldini 301 Washington Street Ernesto Paolangeli 102 Fifth Street, Raffaele Saccucci 321 West Court Street, Augusto Cacciotti HALE 305 Esty Street, RESIDENCE Giuseppe Massicci 406 Esty Street, Pd3lo Mancini 217 Cleveland Avenue Ithaca, N. Y. Ithaca, N. Y. Ithaca, N. Y. Ithaca, N.Y. Ithaca, N.Y. Ithaca, N. Y. I thaca,N . Y. SEVENTH: All subscribers hereof are of full age; at least two-thirds thereof are citizens of the United States and at least one named as director is a citizen of the United States and a resident of New York State. IN WITNESS WHEREOF, we have made and su'-scribed this certificate this 5th day of February, 1931. Augusto Baldini Raffaele Baldini Ernesto Paolongeli Paolo Maicini Raffaele Saccucci Augusto Cacciotti Giuseppe Massicci j STATE OF NEW YORK On the 5th day of February, 1931, before me, the subscriber, ss.: I COUNTY OF TOiYiPKINS personally appeared Augusto Baldini, Raffaele Baldini, I. Ernesto Paolangeli, Raffaele Saccucci, Augusto Cacciotti, Giuseppe Kassicci and Paolo iiancini to me personally known to be the same persons described in and who executed the foregoing instrument, and they severally acknowledged to me that they executed the same. I B. F. Sovocool, Notary Public ;j I hereby approve of the foregoing certificate of incorporation and consent thereto. Dated at Ithaca, New York, this 14th day of February, 1931. Riley H. Heath, Justice Su-reme Court. State of New York Edward J. Flynn Secretary of State B. F. Sovocool, Esq. Savings Bank Bldg., Ithaca, A. Y. Dear Sir: DEPARTAENT OF STATE Division of Corporations Albany March 14, 1931 Frank S. Sharp, Deputy Secretary, Chief of Division Certificate of incorporation of Semprevisa Italian Association of the State of New York, Inc. has been received and filed today as requested. Fee $30. paid. Yours truly, Frank S . Sharp Chief of Division . Recorded Larch 20, 1931 at 4:45 P. M. ') 0 Certificate of Decrease of Number of Directors of Ithaca Trust Company, Pursuant to Sec- tion 35 of the Stock Corporation Law. - - - - - - - - - - - - - - - - - - - - - X We, the undersigned, being respect- ively the President and the Secretary of the Ithaca Trust Company, do hereby certify as follows: 1. The name of the corporation is Ithaca Trust Company. 2. The certificate of incorporation of said corp.)ration was filed in the office of the Super- intendent of Banks on the 18th day of September, 1891. 3. The number of Directors pr-e- viously authorized is 16. 4. The number of Directors so authorized is decreased by 1, so that hereafter the number of Directors, as hereby decreased, shall be 15. IN WITNESS WHEREOF we have made and subscribed this certificate in duplicate, this 23rd day of March, 1931. STATE OF NEW YORK COUNTY OF TOMPKINS ) SS.. (SEAL) Franklin C. Cornall President Sherman Peer Secretary On this 23rd day of March, 1931, before me personally cameFranklin;% C. Cornell and Sherman Peer, to me known and known to me to be the persons described in and who executed the foregoing certificate and severally duly acknowledged to me that they ex- ecuted the same. STATE OF NEW YORK ) Ruth M. Sears, Notary Public X SS: COUNTY OF TOMPKINS ) Franklin C. Cornell and Sherman Peer, being severally duly sworn, do depose and say, and each for himself deposes and says, that he, the said Franklin 'I C. Cornell, is the President of Ithaca Trust Company, and he, the said Sherman Peer, is the Secretary thereof, that they have been authorized to execute and file the foregoing certi- ficate by votes, cast in person or by proxy, of the holders of record of a majority of the out- standing shares of the cor�,oration entitled to vote on a change in the number of Directors, and that such votes were cast at a stookholderst meeting held at No. 110 N.Tioga Street in the City of Ithaca, State of New York, on the 21st day of January, 1931 at 9:30 o'clock A.M. upon notice pursuant to section forty-five of the Stock Corporation Law. Sworn to before me this 23rd day of March,1931. j Ruth M. Sears, Notary Public n I* * * ;I- * * t * * * * * X_ * * * Minutes of meeting of Stockholders authorizing decrease in Number of Directors of Ithaca Trust Company, Pursuant to Section 35 of the Stock Corporation Law * * * * *******#*****#*X Franklin C. Cornell (Seal) Sherman Peer ALinutes of a meeting of the stockholders of Ithaca Trust Company held in its principal place of business at No. 110 N. Tioga Street; in the City of Ithaca, New York, on the 21st day of January, 1931, at 9:30 oclock in the forenoon. The meeting was called to order by Mynderse VanCleef, Chairman of the Board of Directors of this corporation. Upon a call of the roll of the shareholders by the Secretary it was ascertained that the holders of record of 9,610 shares, being approximately two thirds of the outstanding shares of the corporation entitled to vote at the meeting, were present in person or by proxy. The Sec- retary reported that the proxies filed for this meeting had been examined by him and found to be correct. Thereupon Mynderse Van Cleef was chosen Chairman of the meeting and Sherman il Peer, Secretary of the corporation, acted as Secretary thereof. The Secretary read the notice of the meeting and also an affidavit showing that pursuant to Section 45 of the Stock Corporation Law a copy of such notice had been served not less than ten days nor more than forty days before the meeting, either personally or by mail upon each stockholder of record entitled to vote at the meeting. Upon motion duly made and carried, said affidavit was ordered placed on file. On motion duly made and carried, RESOLVED: That S. Edwin Banks, George L6. Tarbell 9nd John Nowell be and they hereby are elected tellers to count the votes i to Ye cast at the meeting. Thereupon the Chairman announced that the meeting was open to ,,transaction of the business for which it was called. The President submitted the following U • 221 • • • • • proposition: Shall the number of the Board of Directors of this Company be reduced from 16 members as now authorized under its charter to 15 members. On motion duly made and carried RESOLVED: That the stockholders present in person and/or by proxy vote on the foregoing pro- position. The stockholders then proceeded to ballot. The tellers thereupon tabulated the results of the ballot, and found that 9,610 shares had voted in the affirmative on the fore- going proposition and no stockholder had voted in opposition thereto. The Chairman thereupon declared the proposition carried unanimously. The meeting was thereupon adjourned. (SEAL) Sherman Peer, Secretary STATE OF NEW YORK BANKING DEPARTMENT. #mart- �* H In the Matter of proposed reduction in the number of directors �= I. George A. Coleman, Deputy Superintendent of Ithaca Trust Company # of Banks of the State of New York, DO HEREBY APPROVE of a reduction in the number of dir= ectors of the Ithaca Trust Company, located at Ithaca, N.Y., from sixteen (16), the present number, to fifteen (15), in accordance with the provisions of Section 35 of the Stock Corporation Law. WITNESS, my hand and official seal at the City of Albany, this thirtieth day of march, in the Year of Our Lord one thousand nine hundred and thirty-one. (SEAL) Geo. A. Coleman, Deputy Superintendent of Banks Recorded March 31, 1931 at 12:10 P. M. Certificate of Incorporation CERTIFICATE OF INCORPORATION I of of General Salt Brine Co., Inc. Pursuant to General Salt Brine Co., Inc. Pursuant Article Two of the Stock Corporation Law. to Article Two of the Stock Corporation Law. We, the undersigned, for the purpose of form- - - - - - - - - - - - - - - - - - - - - - k ing a corporation pursuant to Article Two of the Stock Corporation Law of the State of New York, certify: 1. The name of the corporation shall be General Salt Brine Co., Inc. 2. The purposes for which it is to be formed are: To acquire by purchase, lease or otherwise, improve and develop real estate. To manufacture brine from salt. To sell and trade in salt brine. To purchase, manufacture, mine, deal and traffic I in salt. To purchase, sell and trade in all kinds of salt or salt products. To acquire, pur chase, sell, own patent or patent rights or trade names pertaining to the manufacture of li brine, making or reducing the same from salt or salt products. To erect buildings, private or public, of all kinds, and to sell or rent the same. To buy, sell, mortgage, exchange, lease, let, hold for investment.or otherwise, use and operate real estate of all kinds, im- prove or unimproved, and any right or interest therein. To purchase, own, sell and erect tanks for the purpose of holding brine or water, or both, either of wood, metal or other construction. To purchase, own, operate and lease automobiles or trucks, propelled by oil or gasoline power, and transport brine thereon. To acquire by purchase or otherwise, hold sell or otherwise dispose of, pledge,'hypothecate and deal in and with stocks, bonds, notes, mortgages, trust receipts, warehouse receipts, certificates of ownership, investment secur- ities and ch oses in action generally, excepting bills of exchange, and in the course of its !'business to make advances on behalf of and lend money to its patrons and others. To bid upon and purchase at foreclosure or other sales, whether public or private, real property and rights or interests therein of all kinds. 3. The total number.of shares that may be issued is one hundred (100), all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus one dollar ($1.00) in respect to every issued share without par value, plus such amounts as from time to time, by resolution of the Board of Directors, may be transferred thereto. 4. The shares shall all be common shares. 5. The offices of the corper ation shall be located in the City of Ithaca, Tompkins County, New York. 6. The duration of the cor- poration shall be perpetual. 7. The number of directors shall be three (3). 8. The names an4 post office addresses of the directors, until the first annual meeting of stockholders, are: Names Lucie U. Bolton William B. Wilkinson Harold L. Simpson, Post Office Addresses. Cayuga Heights Road, Ithaca, N. Y. 411 W. Court St., Ithaca, N. Y. 112 Terrace Place, Ithaca, N. Y. 9. The names and Post Office addresses of each subscriber to this Certificate of Incorpo- ration, and a statement of the number of shares which each agrees to take in the corporation are as follows: Names Addresses No. of Shares Lucie G. Bolton Cayuga Heights Road, Ithaca, N.Y. 98 William B. Wilkinson 411 6. Court Street, Ithaca, N.Y. 1 Harold E. Simpson 112 Terrace Place, Ithaca, N.Y. 1 10. All of the subscribers to this certificate are of full age, at least two-thirds of them are citizens of the United States, at least one of them a resident of the State of New York, and at least one of the persons named as directors is a citizen of the United States and a resident of the State of New York. 11. The Board of Directors may from time to time set aside surplus profits and apply the same to the purchase of the shares of this corporation at not more than their actual value in the market. The shares so purchased may be deposited in the `treasury and resold from time to time in the discretion of the.Board of Directors when money is needed for the corporation. 12. The corporation may conduct and carry on its business, or any branch thereof, in any State or Territory of the United States, or in any foreign country, in conformity with the laws of said State, Territory, or foreign country, and have and maintain in any said State or Territory or foreign country a business office, plant or store. 13. The corporation may purchase, lease or otherwise acquire, and may sell, mortgage or lease real property, whether improved or unimproved, or any interest therein, and; to any amount, in the State of hew York, or in any State or Territory of the United States or foreign country. 14. The corporation may acquire the stock in trade, good will,franchises and property of any person, corporation or copartnership engaged in business of the same gen- eral nature as that for which this corporation is formed, and pay for the same in the stock orbonds of this corporation if deemed advisable. IN WITNESS WHEREOF, we have made and sub- scribed this certificate, in triplicate, this lst day of April, 1931. 'I STATE OF NEW YORK COUNTY OF TOMPKINS :SS Lucie G . Bolton Wm. B. Wilkinson Harold L. Simpson 1 4-d f k 1 1931 f 11 T.G B It d Will' On thls s ay o pri , , be ore me, persona y came ucle o on, an iam, B. Wilkinson and Harold L. Simpson, to me known to be the persons described in and who ex- ecuted the f oregceing Certificate of Incorporation, and they thereupon severally acknowledged to me that they executed the same. E. Winifred Robinson, Notary Public Edward J.Flynn, Secretary of State State of New York Harold J.Fisher, Cashier Grace A. Reavy, Executive Deputy Department of State John F. Cox, Ass't Cashier Divisioh of Finance and Audit Albany, April 4, 1931 Received from General Salt Brine Co. Inc., Ten & 00/100 Dollars, in payment of Minimum tax under section 180 of the Tax Law, as follows: Five cents per share on 100 shares without par value, $10.00 DEBARTMENT OF STATE By H. J. Fisher, Cashier Recorded April 6, 1931 at 12:52 r. lug r� U • �J • Certificate of Incorporation . We, the undersigned, desiring to form a corp- 22 3 E • • • • of INLET VALLEY FARMS, INC., pursuant to Article Two of the Stock Corporation Law. . oration pursuant to Article Two of the Stock : Corporation Law of the State of New York, do : hereby make, subscribe and acknowledge this --------------------------------------------X certificate for that purpose as follows: 1. The name of the proposed corporation is INLET VALLEY FARMS, INC. 2. The purposes for which it is to be formed are as follows: a. To produce, prepare for market, purchase sell, distribute and deal in milk, cream, ice cream, butter, cheese, eggs, poultry, fresh and evaporated fruits, vegetables, grain and cereals of all kinds and all other garden, farm ;'dairy and food products, fresh, canned, preserved or otherwise. b. To breed, pasture, raise ;.purchase, inport, export, sell, deal and trade in cattle, horses, sheep, hogs and other live stock, and to engage generally in every activity necessary, incidental to or connected with the busines-s of farming, cattle raising, dairying and agricutture. 3. The amount of the Capital Stock is to be Fifty-five Thousand Dollars. 4. The capital stock is to consist of ,2,000 shares which are to be classified so that 1,000 sharps, with a par value.of Fifty dol- lars each, shall be preferred, and 1,000 shares, with a par value of Five dollars each, shall be common. The designations,preferences,privileges and voting powers or restrictions or qual- ificationsof the shares of each class are as follows: The holders of the preferred shares shall be entitled to receive from the surplus or net profits of the corporation, as and when declared by the board of directors, cumulative dividends upon such shares at the rate of seven per cent per annum, payable, quarter -yearly, in preference and priority to the declar- ation or payment of any dividend upon the common shares. The holders of the common shares shall be entitled to all the remaining surplus or net profits of the corporation which the directors, in the exercise of their discretion, may determine to be distributable as divid- fends, Upon the dissolution of the corporation and the distribution of its net assests,' the �distribu.tlen,ef its ntt assets, the holders of the preferred shares shall be paid in full the 1par value of the shares held by them, plus any accumulated dividends unpaid thereon, before lany amount shall be distributed among the holders of the common sharps, and after such pay- iment to the holders of the preferred shares, the remaining net assets, if any, shall be dis- tributed among the holders of the common shares. The holders of the preferred sharps shall be entitled to vote at all meetings of stockholders. 5. The office of the corporation is to be located in the Town of Ithaca, in the county of Tompkins and State of New York. 6. Its duration is to be perpetual. 7. The number of its directors is to be three. 8. Directors shall not be required to be stockholders. 9 The names and post -office addresses lof the directors until the first annual meeting of the stockholders are as follows: Bruce N. Millard Spencer Rd, R. D. #5, Ithaca,`'N. Y. Clara Millard Spencer Rd., R. D. #5 Ithaca, N. Y. William J. Jewhurst 121 East Seneca St., Ithaca, N. Y. 110. The name and post -office address of each subscriber of this certificate of incorporation land a statement of the number of sharps of stock which he agrees to take, are as follows: Bruce N. Dillard Spencer Rd. R. D. #5 1 share common Ithaca, N. Y. Clara Millard Spencer Rd. R. D. #5 1 share common Ithaca, N.` Y. William J. Jewhurst 121 E. Seneca St. 1 share common Ithaca, N. Y. 1111. All of the subscribers to this certificate are of full age, all citizens of the United �IStates and all are residents of the State of New York, and all the persons names as directors fare full age, all are citizens. of the United Statesand all are residents of the State of New York. IN 'iITNESS WHEREOF, we have made, subscribed and acknowledged this certificate in 1224 duplicate, dated this 27th day of March, 1931. Bruce N. Dillard Clara M. Millard STATE OF NEW YORK ) William J. Jewhurst ss: COUNTY OF TOMPKINS ) On this.27th day of March.,1931, before me personally came Bruce N. Dillard, Clara Millard and William J. Jewhurst, to me known and known to me to be the per- sons described in and who executed the foregoing certificate and severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public Recorded April 13, 1931 at 9:20 A. M. , //_CLERK. � • Certificate of Incorporation We, the undersigned for the purpose of forming a torpor- of : ation pursuant to Article 7 of the Coperative Corporation Auburn Co-operative G. L. F. : Law of the State of New York, do hereby make, sign, ack- Service, Inc. Pursuant to Art- icle 7 of the Co-operative Corp- : nowledge and file this certificate for that purpose as oration Law of the State of New York : follows: 1. That all the undersigned persons are of full ----------------------------------X age; all citizens of the United States and all are res- idents of the State of New York. 2. The name of the proposed Corporation is Auburn Co-oper- ativ-e G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduc merchandising a general producing, manufacturing, warehousing,/processing and cleansing business, on the Co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State ofl I New York, in articles of common use including farm products, food supplies, Farm Machinery �I and supplies and articles of domestic and personal use; to buy sell or lease homes or farms li for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the 1 • attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporations, firmsil or individuals. 4. The amount of capital stock is $25,000. 5. The number of sharps of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5, each to be known as six per cent non -cumulative preferred stoc' and 1000 shares of the par value of $5. each to be known as common stock. C. The designat- ions, privileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock I shall bear and receive a preferred dividend at the rate of six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the busi- ness of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums • whatsoever shall be distributed or paid upon or on account of any of the common capital stocl of the corporation. The date for the payment of dividends/ on all preferred stock of the corporation shall be on the first day of July of each year, The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its dur- • ation is to be perpetual. 8 The number of its directors is five. 9 The names and post office, addresses of the directors until the first annual meeting of the stockholders are as follows Harry Bull Wm. I. Myers E. Victor Underwood Sherman Peer Alice R. McAniff Campbell Hall, N. Y. Ithaca, N. Y. R. D. #5 141 Ithaca Rd. Ithaca, N. Y. 401 Highland Rd. Ithaca, N. Y. 514 Wyckoff Rd. Ithaca, N. Y. !245 10. All of the above named directors are citizens of the United States and residents of • the State of New York. Dir-ctors shall not be required to be stockholders. 11 Names and post office addresses of the subscribers to this certificate and a statement Hof the number of shares of stock which each agrees to take in the corporation are as follows: Sharman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share A. R. McAniff Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis �t " tt " n I share 12. The following provisions are adopted for the regulation of the business and conduct of !'the affairs of the corporation. a. No transaction, right or liability entered into, enjoyed' for incurred by or in respect of the corporation shall be effected by the fact twat any direc- -ed ;tor or directors of the corporation are or may have been personally interest/In or concering the same, and each director of the corporation is hereby relieved of and from any and all dis- ability which otherwise might prevent him from contracting with the corporation for the bene- ,fit of himself or any firm, association or corporation, in which in anywise he may be interest- ed. b. The Board of Directors, from time to time shall determine whether, to what extent, at 'what times and places and under what conditions and regulations, the accounts, books and pap- ers of the corporation, or any of them, shall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account, book or paper;of the corpora- tion, except as expressly conferred by law, or authorized by the Board or the Stockholders. C. The Board of directors may from time to time sell any or all of the unissued capital stock .of the corporation, whether the same be any of the original authorized capital or of any in- crease thereof, without first offering the same to the stockholders then existing and all such „sales may be made upon such terms and conditions, as by the Board may be deemed advisable 'and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as li Efully and to the extent as authorized by the Co --operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of re- serve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons and within .,the limits of the law provided. The Board of Directors shall determine, fix establish and ;!from time to time modify or re -adjust the amounts, terms, conditions and manner of such dis- tributions and specify the persons for which.it does or shall do or conduct business or to 'Ior by which it shall render services by means of sales, purchases or otherwise, and shall des- Iignate by classes of dealing, trading, or representation, such persons, as shall be consider- ed and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or •merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does.business pursuant to Article 7 of the Cooperative Corporation • Law. IV FITNESS WHEREOF, we have made, signed acknowledged and filed this certificate in dup- licate, dated this 8th day of April, 1931. STATE OF NEW YORK Sherman Peer, ss A. R. McAniff ;COUNTY OF TOMPKINS Charlotte Davis On this 8th day of April 1931, before me the subscriber personally appeared Sherman Peer, A. R. McAniff and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged ii it to me that they executed the same. Henry J. Shirey, Notary Public Recorded April 14, 1931 at 1:25 o'clock P. M. OF CLERK. Certificate of Incorporation : We, the undersigned for the purpose of forming a corp- of : oration pursuant to Article 7 of the Cooperative Corp- CONEWANGO CO-OPERATIVE G. L. F. : oration Law of the State of New York, do hereby make; • SERVICE, INC., Pursuant to Article 7 of the Co-operative : sign, acknowledge and file this certificate for that Corporation Law of the State of New York z purpose as follows: ----------------------------------X 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation .i.s CONEWANGO CO-OPERATIVE G. L. F. SERVICE, INC. • 3. The purposes for which it is to be formed are: a. To conduct a general producing, manu- facturing, warehousing or merchandising, processing and cleansing business, on the co-oper- ative plan as limited in Article 7 of the Co-operative Law of the State of New York, in art- icles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or lease homes or farms for its members to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment cf any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individu- ally or as agent, either alone or in association with other corporations, firms or individu- als. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall -consist is 5000 shares of which number of shares 4000 shares are to have preferred a par value of $5. each to be known as six percent non-cumulative/stock; and 1000 shares of the par value of $5 each to be known as common stock. G. The designations, privileges, • preference, and voting powers and restriction or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six per cent per annum before any dividends..whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corpor- ation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation The date for the payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. S. The number of directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: • Harry Bull Campbell Hall, N. Y. Wm. I. Myers Ithaca, N. Y. R. D. #5 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Alice R. McAniff 514 Wyckoff Rd. Ithaca, N. Y. 10 All of the above named directors are citizens of the United States and residents of the • State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share A. R. McAniff Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis n If +1 it it 1 share 12. The following provisions are adopted for the regulation of the business and conduct of C-'�) c.3 22 if M the affairs of the corporation. a. No transaction, right or liability entered into, enjoy- ed or incurred by or in respect of the corporation shall be Affected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each 1irector of the corporation is hereby relieved of and from any and all disability which otherwise might -,)revent him from contracting with the corporation • for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time shall determine whether, to what extent, at what times and places and under ,ghat conditions and regulations, the ac- counts, books and papers of the corporation, or any of them shall be open to the inspection of the stockholders and no stockholders shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by la!,, or authorized by the Board or !the stockholders. c. The Board of directors mal,T from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale distribution, transfer, owning and hold- ing of stock as fully and to the extent as authorized by the Co-operative Corporation Law, d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and • within the limits of the lavi provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amount, terms, conditions and manner ^f such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall des- ignate by classes of dealing, trading or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or fmerchandise supplied by members to be sold by or through it shall not be entered, considered or accounted for the 'n i t ., distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Cor.nor- ation Law. IN WITNESS WHEREOF, we have made, signed acknowledged and filed this certificate in duplicate, dated this 18th day of April, 1931. Sherman Peer • STATE OF NEW YORK A. R. McAni.ff ss: COUNTY OF TOMPKINS Charlotte Davis. On this 18th day of April 1931, before me the subscriber personal y appeared Sherman Peer A. R. McAniff and Charlotte Davis to me kno-,-�,n to be the same persons described in and who ex- 0 ecuted the foregoing certificate of inco_^poration and they sev-rally duly acknowledged to me that they executed the same. Henry J. Shirey, Notary Public Recorded April 21-1931 at 1: 55 P . M. \\ Certificate of Increase of We, the undersigned, who constitute the holders of Number of Directors of record of all the outstanding shares of New York Agri - New York Agricultural Credit cultural Credit Corporation, Inc. entitled to vote on Corporation, Inc., Pursuant to a change in the number of directors, do hereby certify Section Thirty-five of the Stock Corporation Law. as follows: 1. The name of the corporation is NEW YORK -----------------------------------X Agricultural Credit Corporation, Inc. 2. The certi- ficate of incorporation of said corporation was filed in the office of the Secretary of State on the 7th day of January, 1924. 3. The number of directors previously authorized is 10. 4. The number of directors so authorized is increased by 1, so that hereafter the number of directors, as hereby increased, shall be 11. I�.' WITNESS WHEREOF, we have made and subscribed this certificate in duplicate, this 26th day of March, 1931. STATE OF NEW YORK ss: COUNTY OF TOMPKIAVS Co-operative G. L. F. Holding Corporation By H. E. Babcock, as President Harry Bull Raymond C. Hitchings Henry Burden H. E. Babcock E. Victor Underwood On this 26th day of March, 1931, before me personally came H. E. Bab- cock, to me known, who being by me duly sworn did depose and say that he resided in the Town of Ithaca in said County of Tompkins, N. Y.; that he is the President of Co-operative G. L. F. Holding Corporation, the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation and was affixed to the said instrument by order of its Board of Directors for the uses and purposes therein expressed, and that he by like order did subscribe his name thereto as President of said Co-operative G. L. F. Holding Corporation. STALE OF NE,i YORK Sherman Peer, Notary Public ss: COUNTY OF TOMPKINS On this 26th day of March, 1931, before me, the subscriber, person- ally appeared Harry Bull, Henry Burden, R. C. Hitchings, H. E. Babcock and E. Victor Underwood, to me personally known and knowm to me to be the same persons described in and who executed the foregoing instrument and they each duly acknowledged to me that they executed the same. STATE OF NEW YORK Sharman Peer, Notary Public ss: COUNTY OF TOMPKINS E. Victor Und^rwood being duly sworn, deposes and says, that he is the secretary of the New York Agricultural Credit Corporation, Inc. the corporation mntion- and that the persons who have executed the foregoing certificate ed and desc°abed in the foregoing certificate/constitute the holders of record of all the out- standing shams of said corporation entitled to vote on a change in the number of directors. Sworn to before me this 26th day of E. Victor Underwood March, 1931. Sherman Peer, Notary Public Recorded April 6, 1931 at 10:15 A. M. CLERK. Certificate of Reclassification of ASSOCIATED GAS AvD ELECTRIC COUPPdNY Shares of : Certificate of Reclassification of Shams of Associated Associated Gas & Electric Corp- Gas and Electric Company, Pursuant to Section thirty- ------------------------------------- X six of the Stock Corporation Law The undersigned, constituting the holden of record of all of the outstanding shares of Associated Gas and Electric Company entitled to vote on a reclassification of shares of said Associated Gas and Electric Company,pursuant to Section Thirty-six of the Stock Corporation Law, does hereby state: I. The name of the Corporation is Associated Gas and Electric Company. • • • U Said name has not been changed. II. The certificate of incorporation of said Corporation was E • • • • filed in the office of the Secretary of State on March 19, 1906. III, The total number of shares, including those previously authorized, which said corporation may henceforth have is 12,000,000 sharps all of which are to be without par value. IV. Said shares are to be classi- fied into $5 Dividend Series Preferred Stock, '5.50 Dividend Series Preferred Stock, $6 Divi- dend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Pre- ferred Stock, Original Series Preferred Stock, �.4 Cumulative Preference Stock, �6 Cumulative Preference Stock, $6.50 Cumulative Preference Stock, Class A Stock, Class B. Stock and Com- mon Stock. 450,000 shares thereof, consisting of the present authorized $5 Dividend Series Preferred Stock of 450,000 shares, ate to be $5 Dividend Series Preferred Stock, 10,000 shares thereof, consisting of 10,000 shares of the present authorized $5.50 Dividend Series Prefer- red Stock of 15,000 shares, are to be $5.50 Dividend Series Preferred Stock, 100,000 shares thereof, consisting of 100,000 shares of the present authorized $6 Dividend Series Preferred Stock of 105,000 shares, are to be $6 Divid nd Series Preferred Stock; 85,000 shares thereof, consisting of the present authorized $6.50 Dividend Series Preferred Stock of 85,000 shares, are to be $6.50 Dividend Series Preferred Stock; 100,000 shares thereof, consisting of the present authorized $7 Dividend Series Preferred Stock of 100.'000 shares, are to be $7 Divi- dend Series PreferreJ Stock; 45,000 shares thereof, consisting of the present authorized Orig- inal Series Preferred Stock of 45,000 shares, are to he Original Series Preferred Stock; 1,000,000 shares thereof, consisting of the present authorized $4 Cumulative Preference Stock of 1,000,000 shares, are to be $4 Cumulative Prefence Stock; 90,000 shares thereof, consist- ing of 90,000 shares of the present authorized $6 Cumulative Preference Stock of 100,000 shares, are to be $6 Cumulative Preference Stock; 120,000 shares therreof, including the pre- sent authorized $6.50 Cumulative Preference Stock of 100,000 shares are to be $6.50 Cumulat- ive Preference Stock; 7,000,000 shares thereof, consisting of the present authorized Class A Stock of 7,000,000 shares, are to be Class A Stock; 1,000,000 shares thereof, consisting of the present authorized Class B Stock of 1,000,000 shares are to be Class B Stock; and 2,000,000 shares thereof, consisting of the present authorized Common Stock of 2,000,000 shares, are to be Common Stock. The designations, preference, privileges.. voting powers or restrictions or qualification of and applicable to the $5 Dividend Series Preferred Stock, $5.50 Dividend ,Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $4 Cumulative Preference Stock, $6 Cumulative Preference Stock, $6.50 Cumulative Preference Stock, Class A. Stock, Class B Stock and Common Stock, respectively, are as here- tofore authorized and are as follows: 1. The holders, respectively, of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the �,6.50 Dividend Series Preferred Stock, the t7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall be entitled to receive from the surplus of the Corp- oration available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars ($5) per share per annum upon the $5 Dividend Series Preferred Stock, at the rate of Five Dollars and Fifty Cents ($5.50) per share per annum upon the 05.50 Dividend Series Preferred Stock, at the rate of six Dollars ($6.00) per share per annum upon the $6 Dividend Series Preferred Stock, at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the t6.50 Dividend Se-ies Preferred Stock, at the rate of Seven Dollars ($7.00) per share per annum upon the $.7 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty ($3.50) per share per annum upon the Original Series Preferred Stock, and no more, payable semi-annually, quarterly or monthly, and on such dates, respectively as the Board of Directors shall from time to time determine. Said divi- idends, respectively, shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue 230 thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such share shall be cumulative from the dividend date next succeed- ing the date of issue thereof. All such dividends shall be paid or set apart before any divi- dends upon the Cumulative Preference Stocks (the term "Cumulative Preference Stocks'? being here and hereinafter used to mean collectively the $4 Cumulative Preference Stock, $6 Cumu1- • ative Preference Stock and $6.50 Cumulative Preference Stock), the Class A. Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if dividends at said rates respectively, shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid on or set apart for the Cumulative Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by • the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term "Preferred Stocks" being here and here- inafter used to mean collectively the $5 Dividend Series Preferred Stock, $5.50 Dividend Ser- ies Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stack, $7 Dividend Series Preferred Stock and Original Series Preferred Stock), respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the prop- ortion which the dividend upon each class of the Preferred Stocks bears to the prescribed cum- ulative dividend rate upon such class, respectively, shall be the same. Accumulations of divi- dends shall be paid upon the same basis. No such dividend decllred at a less rate than the prescribed rate shall reduce except pro tanto, the amount of dividends prescribed and cumulat- ing. Whenever all cumulative dividends on the Preferred Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, • as the case may be) of the current year shall have been paid,aor the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Cumulative Preference Stocks, the Class A St-ock, the Class B Stock, and the Common Stock, payable then or thereafter out of any remaining surplus. None of the Preferred Stocks shall be entitled to participate in or receive any dividend or share of surplus, whether payable in cash, stock or property, in excess of the aforesaid cumulative dividends respectively; provided, however, that while , but only while, the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Directors in its discretion may, but shall not be required to, declare and pay from the surplus of the Corporation non -cumul- ative additional dividends upon the Original Series Preferred Stock, but not upon any other Class of the Preferred stocks, not exceeding in the aggregate fifty cents ($50c.) per share in any one calendar year, which additional dividends if declared, may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stocks, the • Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders, respectively, of the $4 Cumulative Preference Stock, the $6,Cumulative Preference Stock and the $6.50 Cumulat- ive Preference Stock, shall be entitled to receive from the surplus of the Corporation avail- able for dividends, but only as and when declared by the Board of Directors fixed cumulative dividends at the rate of Four Dollars ($4) per share per annum upon the $4 Cumulative Prefer- • ence Stock, at the rate of Six Dollars ($6) per share per annum upon the $6 Cumulative Prefer- ence Stock and at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Cumulative Preference Stock and no more (except as hereinafter specifically provid- ed) payable semi-annually, quarterly or monthly, and on such dates, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the Original issue of each share thereof, unless :71 such share shall be issued (a) on a dividend date, in which case the dividends on such share 3 _L • • • • shall be cumulative from the date of issue thereof, or (b) befor? a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such share shall The cumulative from the dividend date next succeeding the date of issue thereof. All such cumulative dividends shall be paid or set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the Class A Stock, the Class B Stock and/ or the Common Stock. If such surplus, as determined by the Board _f Directors shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Cumulative Preference Stocks, respectively, then dividends to the extent of such surplus as is available may nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Cumulative Preference Stocks bears to the prescribed cumulative dividend rate upon such class, respec- tively, shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro Canto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and nay, from the surplus of the Corporation remaining after the payment of such cum- ulative dividends upon the Cumulative Preference Stocks, non -cumulative additional dividends upon the �;4 Cumulative Preference Stock (but nct upon any other class of the Cumulative Pre- Iference Stocks) aggregating, but not exc eding, One Dollar ($1.00) per share in any calendar i year, and such non -cumulative additional dividend of One Dollar (',1.00) per share shall be declar-d and paid or set aside from surplus in full in any cal�;ndar year before any dividends i shall be declared or paid or set apart from surplus in such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative dividends on the Cumulative Preference Stocks for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its sur- plus a sum sufficient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Class A Stock, the Class B Stock and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the provisions of Subdivision 7 hereof), payable then or thereafter out of any remaining surplus. The Corporation agrees that it will reimburse to the registered owner of any shares of V Cumulative Preference Stock or of $6.50 Cumulative Prefn.rence Stock, when paid by or for account of such registered owner, all taxes (other than income, succession and inheritance taxes) of the Commonwealth of Pennsylvania or of any county or taxing authority therein (but not for any interest or penalty assessed or paid in additi-:n to the amount of any such tax as originally assessed) which may be lawfully imposed or assessed under or by virtue of any present or future law upon such shares or upon such registered owner as a res- ident of said Commoni�realth by reason of the ownership thereof, but not exceeding in the ag- gregate in any one year four mills per annum for each dollar of the taxable value thereof, upon receipt at the office or agency of the Corporation in the Borough of Mahhattan, The City of New York, within 60 days from the date of each and every payment of such tax, of a turitten request (sworn to if requested by the Corporation) for such reimburs^ment stating the facts entitling such owner to such reimbursement; provided, however, that the Corporation shall not or surplus be obligated to make reimbursement on account of any such tax except out of net profits/re- maining after the payment of or the setting aside of an amount for the payment of dividends declared prior to the application for such reimbursement, upon the stock of the Corporation Ci � f� 2 3 ..r of any and all classes. 3. The holders of the Class A_ Stock shall be entitled to receive from the surplus of the corporation available for dividends, but only as and -.7,hen declared by the Board of Directors, dividends at the rate of Two Dollars ($2) per share per annum (herein - on after called "priority dividends on the Class A Stock 11) payable quarterly /Fnbru­ ry 1, May 1, A.ugust 1 and November 1 in each year, beginning with the quarterly dividend period ending May 1, 1925. Such dividends shall be non -cumulative, but shall be declared and paid or set aside fror;� surplus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quart- erly dividend period. 4. Whenever the full priority dividends on the Class A Stock."at the rate specified in Subdivision 3 hereof, for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon, during said quarterly dividend period, but not otherwise, declare dividends on the Class B Stock, payable then or thereafter out of any remaining surplus at the rate of Two Dol- lars '$2) per share per annum (hereinafter called "priority dividends on the Class B Stock,,); provided, however, that the aggregate amount of priority dividends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the actual amount of priority dividends, in the aggregate paid on, or set aside or ap- propriated for, the Class A Stock for such quarterly dividend period pursuant to the provisions of Subdivision 3 hereof. 5. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivision 3 and 4 hereof for the current quart- erly dividend period shall have been paid or the Corporation shall have set aside and approp- riated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one calendar year, payable out of any remaining surplus; provided, however, th't the aggregate amount of additional dividends declared upon the Class B Stock pursuant to this Subdivision 5 in any such a.uarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate, declared upon the Class A Stock in such quarterly 5. Such dividend period pursuant to this Subdivision/additional non -cumulative dividends of Fifty Cents ($.50) per sharp shall be declared and paid or set aside from surplus in full in any calendar year before any dividend shall be declared or paid or set aside from surplus in such calendar year upon the Common Stock pursuant to the provisions of Subdivision 7 hereof. 6. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the pro- visions of Subdivisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have'set aside and appropriated from its surplus a sum sufficient for the payment thereof, and in case the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterlydividend period, in the aggregate, paid on, or set aside and appropriated for the Class B Stock pursuant to the provisions of Subdivision 4 hereof, the Bo?rd of Directors may thereupon (whether or not additional noncum- ulative dividends shall have been declared root -additional --non-cumulative-dividends-ahal}--stave beer-ciaelg?c upon the 4 Cumulative Preference Stock or upon the Class A Stock and the Class B Stock pursuant to the provisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such quartlery dividend period, but not otherwise, declare dividends on the Common Stock, and (to the extent, but only to the extent that the rate of such dividends per share `33 E • • • • • on the Common Stock shall exceed the rate of dividends per share on the Class B Stock decla.r- ed for such quartlerly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; pro- vided, however, that the aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greater than such excess. 7. Whenever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and the Class B Stock to the amounts res- pectively re uired or permitted by Subdivisions 3, 4 and 5 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively,and whether or not dividends shall have been declared upon the Class B. Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof., the Board of Direc- tors may thereupon, but not otherFise declare additional dividends on the Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, if any, declared upon the Common Stock pursuant to the provisions of Subdivision 6 hereof), to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to ti;e extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivision hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pursuant to Subdivision 5 hereof shall exceed in the aggregate the aggregate amount of additional dividends declared on the Class B Stock in such calendar year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or de- clared in such calendar year on the Class A Stock pursuant to this Subdivision 7 unless and until in such calendar year dividends shall be declared, pursuant to this Subdivision 7, on the Common Stock and (subject to the limitations set forth in Clause (c) of this subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess; (b) all dividends declared purusuant to this Subdivision 7, other than dividends on the Common Stock and the Class B Stock to the extent provided in Clause (a) of this Subdivision 7, shall be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggre- gate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining one-half of such dividends, subject, however, to the limitations set forth in the following Clause (c) of this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly divi- dend period pursuant to the provisions of this Subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends declared on the Common Stock in such quart- erly dividend period pursuant tothis Subdivision 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock -in such quarterly dividend period pur- suant to Subdivisions 4, 5 and 6 hereof; nor shall any dividends be declared in anyquarterly dividend period on the Common Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this Subdivision 7 and any other Subdivisions hereof. 8. The amount of surplus payable as dividends on the Class A Stock in any quarterly dividend period, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the dec- laration in any such period of a dividend, pa -able in class A Stock, issued to the holders of Class A Stock. The amount of surplus payable as dividends -n the Class B Stock to any quart- erly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusive;y to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, 23 AL pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant to Subdiv- ision 5 or Subdivision 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, other than Class B Stock and Com- mon Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the assets of the Corporation upon liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The I amount of surplus payable as dividends on the Cumulative Preference Stock of any class in any quarterly dividend period, pursuant to Subdivision 2 hereof, may'b,e capitalized in whole or in part by the declaration in any such period of a dividend payable in Cumulative Preference Stock of any class or in any class -of stock senior thereto, issued to the holders of Cumulat- ive Preference Stock, provided, however, and only if, the holders of the Cumulative Preference Stock of such class shall be given the election to receive in cash the dividend, or portion thereof, so capitalized. the provisions of this Subdivision 8 are subject to the limitation, however, that no dividend, payable in stock of any class, shall be declared upon any class of stock unless, at the time of such declaration, cash dividends e-.ual to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdivisionshereof. The number of shares of each class of stock, respectively, to be issued in respect of any such dividend, shall be determined by the Board of Directors of the Corporation in their sole discretion. In no event shall any dividend on any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquidation or dissolution or winding up (whether vol- untary or involuntary) of the Corporation, (a) the holders of the $5 Dividend Series Prefer- red Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and $7 Dividend Series Preferred Stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share and the holders of the Original Series Preferred Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Cumulative Preference Stocks, Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively but not otherwise, the holders of the $4 Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share and the holders of the P'6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share, and, in each case, an amount equal to the unpaid cumulative' dividends thereon accrued respectively to the dale of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the hold- ers of the Class A Stock, Class B Stock and/or Common Stock; and (c) after the payment to or setting aside for holders of the Cumulative Preference Stocks of the amounts above provided therefor, but not otherwise, the holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or assets dis- tributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the payment to or setting aside for the holders of the Class A Stock of the amount above provided. but not otherwise, the holders of the Class B Stock shall be entitled to be paid, pro rata, U • E • M .�j an amount equal to Thirty-five Dollars ($35) per share, but not exceeding in th-e aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or distributed among the holders of the Class A Stock and before any amount (shall be paid to or distributed to the holders of the Common Stock; and (e) after the oafinent to or setting aside for the holders of the Class B Stock of the amount above provided, but • not otherwise, then if the aggregate amount paid to or set aside for the holders,of the Class A Stock pursuant to Paragraph (c) of this Subdivision 9 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock pursuant to paragraph (d) of this Subdivision 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective • shares, before any further amount shall be paid to or distributed among the holders of the Class A Stock and (f) after the payment pro rata to or setting aside for the holders of Class B Stock of t^p amount, in the aggregate, above provided, and if any amount shall be distrib- utable to the holders of the Common Stock pursuant to Paragraph (e) of this Subdivision, after the payment pro rata to or setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise, one-half of the remaining assets and funds shall be paid to the holders of the Class A Stock pro rata according to their respective sharps and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the molders of the Common Stock pro rata according to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred stocks the full amounts hereinabove in Paragraph fa) of this Subdivision 9 pre- scribed therefor respectively, such assets and funds shall be distributed to the holders of the Preferred Stocks, respectively, in such manner that the proporation which the amount dis- tributed to the holders of each class of the Preferred Stocks bears to the full amount herein- • above in said Paragraph (a) prescribed for such class, respectively, shall be the same. In case the assets �Md funds of the Corporation shall be insufficient to na.y the holders of the Cumulative Preference Stocks the full amounts hereinabove in Paragraph (b) of,this Subdivi- sion 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Cumulative Preference Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Cumulative Preference Stocks bears to the full amount hereinabove in said Paragraph (b) prescribed for such class, respec- tively, shall be the same. 10. At the election of the Corporation to be exercised by resol- u'..ion of its Board of Directors, the .65 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock, the Original Series Preferred Stock 86 Cumulative Preference Stock "the 1�4 Cumulative Preference Stock/and/or the $6.50 Cumulative Preference Stock in whole or in part, may be redeemed at any time and from time to time, upon thirty da.yst previous notice • given in such manner as may be prescribed by the by-laws or by resloution of the Board of Dir- ectors, at the price for the 44-F5 Dividend Series Preferred Stock of One hundred and Two Dollars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents 4102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the 6.�.6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred • Stock of One Hundred and Five Dollars ($105) per share, at the price for the Original Series Preferred Stock and the Z4 Cumulative Preference Stock of Sixty Dollars ($60) per share and at the price for the $65Cumulative Preference Stock and the M50 'umulative Preference Stpek of One Hundred Dollars (100) per share together in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption, In the event that a part and not the whole of any class of the Preferred Stocks or of any class of the Cumulative Preference Stocks ^hall be redeemed, the shares to be redeemed shall be determined in such manner as shall be 23J � 23 Beterm!nod--In- such-manne-P-.as-sha-11-bJ. prescribed by the by-laws or by resolution of the Board o of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the payment of the re�emption price -pur- suant to such notice) all dividends on the stock so called for redemption shall cease to ac- cumulate and all rights of the holders thereof as stockholders of the Corporation except the right to receive the redemption price, shall cease and terminate. 11. Except as in this • subdivision oth-rwise expressly provided, no holder of stock of the Corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corporation issued or to be issued or sold, no: or hereafter authorized, or of any obligations convertable into stock of the Corporation of any class, other than such, if any, as the Board of Directors in its discretion tray determine. Any shares or convertable • obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any ot- her class or classes of stock at the time outstanding, except that no shares of Class B Stock or Common Stock or obligations convertable into Class B Stock or Common Stock shall be so offered to others than the holders of Class B Stock without the vote or written consent of the holders of the majority of the Class B Stock at the time outstanding. Anything hereir to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized, and to any obligations convertable into Class B Stock and/ or common stock, unless the holders of a majority of the Class B Stock at the time outstand- ing shall, by vote or in wirting, consent to the issue or seal the:-eof without first offering the same to t'-e holders of the Class B Stock for subscription. No such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferential right of sub- • scription except as to the shares of Class B Stock and/or Common Stock expressly specified in such consent. 12. the Corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created and to authorize and create new or a(aditi- onal class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of Stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (including any class or classes pf preferred stock hereafter created and having the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders of the outstanding shares of Original Series Preferred Stock and such of the holders • of the outstanding shares of $6 Dividend Series Preferred Stock as shall vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the $5 Divi- dend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the �7 Dividend Series Preferred • Stock and the Original Series Preferred Stock shall not thereby be changed oramended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at 'east a majority of the shares of the class thereof whose rights are so affected: (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of shares or (2) into the same or a different number of shares with par value, or (3) if theretofore F__� • changed into shams with par value, into the same or a different number of shams without par value; provided that the aggregate dividends, th- aggregate amount in the event of liquidation dissolution or winding up and the aggregate redemption price (if redeemable ) to which the new shares, issuable in lieu of the them outstanding sharp of any class, shall be entitled, shall be equal respectively to the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled and that each holder of the then outstanding shares of the respective class shall be entitled to receive such proportion of the new shares issuable in lieu of the then outstanding shares of such • class as the number of the then outstanding shares of such class held by him shall bear to any the total number of shares of/such class then outstanding, and provided further that other- wise such new shares shall have the same preferences, privileges, voting powers, restrictions and qualifications as the then outstanding shares of such class; and (c) to distinguish, by such designation or in such manner.as it may determine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions of Subdivision 11 hereof, the Corporation shall have pourer and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes, from time to time as the Board of Directors shall determine, and, in the absence of fraud in the transaction, ,for such consideration as, from time to time, may be fixed by the Board of Directors. Any and fall shares so issued shall be deemed fully paid and non -assessable and the holder of such shapes shall bD daerasd fully paid "d xien-asspssa]ale and th-e- l2old4v of sbt_4�Ya shares shall not be liable to the Corporation or its creditors in respect thereto. The Corporation shall have power and authority at any time and from time to time, in accordance with law, to confer upon . the holders of the Preferred Stocks of the Corporation of any class or classes, now or here- after authorized and/or outstanding, the right and -privilege of exchanging or converting the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/ or Common Stock, within such periods, upon such bases and sub„ect to such conditions as the Board of Directors may determine, and to authorize the issuance of such Preferred Stock, Class A Stock and/or Common Stock upon the exchange or conversion of Preferred Stock, as well as upon the exchange or conversion of bonds, debentures, debenture certificates, notes, certifi- cates or evidences of indebtedness or debt securities of the Corporation. The relative pre- ferences, privileges and voting powers of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other han4,shall not be changed or amended so as to affect adversely any of the rights of the holders of the Class A Stock without the written consent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at the time outstanding. 13. The Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the • �rights and/or preferences herein created in favor of the holders of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock, respectively, as afore- �said, the holders, respectively, of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock shall and do hereby waive and relinquish in favor of • the Class B Stock and are hereby specifically excluded from, all voice and vote in the election of directors in the management of the corporation, in any proceeding for mortgaging its prop- erty and franchises pursuant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal the----eof into stock pursuant to Section Sixteen for the issuance of stock to employees pursuant to Section Fourteen, for guaranteeing the bonds of another corporation pursuant to Section Nineteen for sale of franchises and property pursuant to Section Twenty, for change of purposes powers or provisions number of directors i 23 or location of office pursuant to Section Thirty-five for establishing priorities or creating preferences among the several classes of stock or making any other changes in respect of shares capital stock:or capital pursuant to Section Thirty-six (except.as otherwise provided in Sub- division 12 he.-eof), for consolidation pursuant to Section Eighty-six or for voluntary -Dissol- ution pursuant to Section.One Hundred and Five „ of the Stock Corporation Law or pursuant to any amendment or amendments to said sections or any of them or to any section or sections sub- stituted therefor or to any other provision of law now or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stock- holders, now or hereafter provided by law, the preferred Stocks, Cumulative Preference Stocks, Class A Stock and Common Stock being each specifically excluded from the right to vote in any • such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in and reserved to and for the holders of the Class B Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the $"5 Dividend Series Preferred Stock and the arrear- ages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars ($11.00) per share, or in the case default shall be made in the payment of cumulative dividends on the $6 Dividend Series Prefered Stock and the arrearages of cum- ulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Thir- • teen Dollars ($13.00) per share, or in case default shall be made in the payment of cumulat- ive dividends on the $7 Dividend Series Preferred Stock and the arrearages of cumulative divi- dends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case default shall be made in the payment of cumulative dividends on the Original Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars (7.00) per share, then and thereupon, during but only during the continuance of such default, the holders of the Preferred Stocks, but not the holders of the Cumulative Preference Stocks or the Class A Stock or (unless permitted to vote pursuant to Paragraph (c) of this Subdivision 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preceding period of twenty-four consecutive calendar months commencing not earlier than January 1, 1925, dividends on the Class A Stock outstanding during the whole of said period amounting to at least $4 per share in the aggre- gate, then and thereupon, but only until dividends shall be declared and paid upon or set a • aside for the Class A Stock aggregating A4 per share during a successive twenty-four monthst period, the holders of the Class A Stock shall have the voting power, to the exclusion of the holders of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) Whenever the holders of a majority of the shares of Class B Stock at any • time outstanding shall, in person or by proxy, by vote at a meeting or instrument in writing consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question or at any meeting or meetings of stockholders, or generally for.any period, specified in such consent, then, whether or not the holders of the Preferred stocks shall then be entitled to vote, the holders of the Common Stock shall have -the right to vote together with the holders of the Class B Stock, in the proceeding or upon the matter or 6.3J �n M ►n question or at the meeting or -meetings or generally for the period or periods specified in such consent, but not otherwise, on an equality with the holders.of the Class B Stock and in the same manner and.with the same force and effect as though the holders of the outstand- ing shares of Common Stock were holders of a like number of shares of Class B Stock; provid- ed however, that no such general consent shall be given for a period exceeding one year at • any one time. Noting herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No hold- er of any class of the Preferred Stocks or of any class of the Cumulative Preference Stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the preceding Subdivision 12) shall be entitled to notice of any meeting • of stockholders, subject to conflicting statutory requirements, if any. Noting herein shall prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or classes of the Preferred Stocks and/or the Cumulative Preference Stocks and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding sharps of any one or more of such classes of stock; but nothing herein shall, or is intended to, authorize or empower the Board of Directors to waive, relinquish or impair the voting and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the class or classes entitled or permitted to vote. Whenever the • holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any other matter, each holders of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each $100 which such holder is entitled to receive, in the event of dissolution, liquidation or wind- ing up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. Whenever the holders of the Cumulative Preference Stocks or the Common Stock shall be per- mitted to vote as to any matter, each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stockholders shall, upon the written request of the holders of record of not less than ten per cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may then be • directors shall terminate and a new Board of Directors shall be elected, two thereof by the Class A Stock, and the remaining by the holders of the holders of the/Class B Stock, subject to the rights of the Preferred Stocks to participate in such election if then entitled to vote. Whenever and as often as the right of the hold - the terms of office of the two directors then in office elected ers of Class A Stock to elect two directors shall terminate/by the holders of the Class A Stock, shall thereupon expire and the vacancies shall be filled in the manner provided by • the by-laws of the Corporation. 14. Dividends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole discretion deem the same advis- able, and only from the surplus of the Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise provide, a dividend on any class of stock shall be payable only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, ` _io regardless of the date of declaration or the date of payment of such dividend, and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive such dividend, notwithstanding that he may have been a holder of shares of suL class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determ- ining the respective rights of the holders of Class A Stock and the holders of Class B Stock • and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the I event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by any corporation, association or trust all or a majority of whose shares, or of any class tl-ereof • having voting power, shall be held directly or indirectly by the Corporation, and s ch shares of Class A Stock shall be deemed outstanding for all purposes except the right to vote for the election of two directors, and except as aforesaid, such holder of shares of Class t? Stock shall have the same rights as any other holder of shares of Class A Stock. V. The state- ment respecting its capital contained in the certificate of incorporation of said Corporation as heretofore amended, is to remain unchanged and is as follows: 11Henceforth, the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received by the corporat- ion for the issuance of shares without par value, plus such amounts, as from time to time by resolution of the Board of Directors may be transferred thereto.11 VI. The total number of shares which said Corporation is already authorized to issue is 12,000,000 shares, all of which are without par value. Of said 12,000,000 shares already authorized, 450,000 shares are $5 Dividend Series Preferred Stock, 15,000 shares are 05.50 Dividend Series Preferred Stock, 105,000 shares are �'6 Dividend Series Preferred Stock, 35,000 shares are $6.50 Dividend Series • Preferred Stock 100,000 shares are $7 Dividend Series Preferred Stock, 45,000 shares are Ori- ginal Series Preferred Stock, 1,000,000 shares are ';4 Cumulative Preference Stock, 100,000 shares are $6 Cumulative Preference Stock, 100,000 shares are $6.50 Cumulative Preference Stock, 7,000,000 shares are Class A Stock, 1,000,000 shares are Class B Stock and 2,000,000 shares are Common Stock. The designations, preferences, privileges and voting powers or re - or strictions or qualifications thereof/applicable thereto are in all respects the same as the designations, preferences, privileges and voting powers or restrictions or qualifications 17, thereof or applicable thereto, as heretofore authorized and as set forth in Subdivision 1 to 14, inclusive, of Paragraph IV of this certificate. VII. The number of shares of each class issued and outstanding is 393,456 shares of �5 Dividend Series Preferred Stock, 0 sharps of $5.50 Dividend Series Preferred Stock, 50,828 shares of t6 Dividend Series Preferred Stock, 76,655 shares of $6.50 Dividend Series Preferred Stock, 96,934 shares of $7 Dividend Series Preferred Stock 41,939 shares of Original Series Preferred Stock, 934,651 shares of �4 Cumul- ative Preference Stock, 1,947 shares of $6 Cumulative Preference Stock 4,542 shares of .$6.50 Cumulative Preference Stock, 5,835,472 shares of Class A Stock, 614,366 shares of Class B Stock and 1,750,560 shares of Common Stock. I� WITNESS WHEREOF., the undersigned have made, subscrib- ed and acknowledged this certificate the 20th day of April, 1931. Name of Stockholder Number of Shares • ASSOCIATED SECURITIES CORPORATION 614,366 (SEAL) By H. C. Hopson, Vice -President. Attest M. C. O'Keeffe, Secretary STATE OF NEW YORK On this 20th day of April 1931, before me came H. C. Hopson, to ss: COUNTY OF NE7 YORK me known, who, being by me duly sworn, did depose and say that he resides in the Borough of Mianhattan, City and State of New York; that he is the Vice - President of Associated Securities Corporation, the corporation described in and which exec- 21 g' + uted the foregoing instrument; that he knows the seal of said corporation; that the seal af- fixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. (SEAL) Ito. Brown i+i. Brown, Notary Public. Bronx Co. Clerkt s No. 270, Register's No 3275-R N. Y. Co. Clk's No. 1612, Register's No. 2-B-54 A STATE OF ,NEW YORK ) Commission Expires Mar_.h 30, 1932 ss: COlidTY OF NEW YORK ) :4. C. OtKeeffe, being duly sworn, deposes and says, that she is Secretary of Associated Gas and Electric Company; that she resides in the Borough of Manhattan City and State of New York and that the person who executed the foregoing certificate of Re- classification of Shares of Associated Gas and Electric Company, constitutes the holder of record of all the outstanding shares of said Associated Gas and Electric Company entitled to vote thereon. ?I. C. OtKeeff.e Subscribed and sworn to before me this 20th day of April, 1931 (SEAL) M. Brown M. Brown, Notary Public, Bronx Co. Clerkts No. 270, Register's No. 3275-B, N. Y. Co. Clkts No. 1612, Register's No. 2-B-54 A. Commission Expires March 30 1932 STATE OF NEW YORK 1774 I CERTIFY That I have compared the preceding copy with the original ss: DEPARTMENT OF STATE certificate of Reclassification of Shares of the ASSOCIATED GAS AND ELECTRIC COLIPANY, filed in this department on the 22nd day of April, 1931 and that such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-second day of April, one thousand nine hundred and thirty-one. (SEAL) Frank S. Sharp, Deputy Secretary of State. (ENDORSED) ASSOCIATED GAS AND ELECTRIC COLIPANY. • Certificate of Reclassification of Shares of Associated Gas and Electric Company pursuant tb Section Thirty-six of the StockCorpoation Law Dated April 20, 1931_ STATE OF NEW YORK DEPARTMENT OF' STATE FILED Apr. 22, 1931 TAX None FILING FEE V20- EDu'JARD J. FLYNN, Secretary of State By H. J. Fisher Cashier Recorded May 13, 1931 at 2:45 P. M.� `-- Certificate of Consent to Mortgage CERTIFICATE THAT STOCKHOLDERS OF DUNTON of CHEVROLET INC. HAVE GIVEN CONSENT TO MORT- Dunton Chevrolet Inc. GAGE AND SELL CORPORATE PROPERTY. We, the - - - - - - - - - - - - - - - - - X undersigned, being respectively the -res- ident and secretary of the Luntorkrhev.rolet Inc. do hereby make this certificate, pursuant to sections 16 & 20 of the Stock Corporation Law of the State of 1�ew York, and certify as follows: The total number of shares of said core ration outstanding entitled to vote on a pro- position that it shall mortgage and sell its property and franchises is 202 shares. The holders of 202 shares being not less than two-t'Lirds of the total number of shares outstanding entitled to vote thereon, have duly given their consent that said corporation purcl'iase the premises known as the Edgcomb-Cayuga hotel prof erty on West State Street and the CD Pollio property, 509 West State Street, Ithaca, N.Y.J. for the price of 19,000.00,financ-ng the purchase by paying the sum of �5,000 00 in cash and securing the balance 10y entering into an agreement with Frank Speno, to execute and deliver to said Speno a warranty deed of said premises, the said Speno to advance $14,000.00 cash and agree to convey said premises to the Corporation for the sum of �14,000.00 with interest, the deed to pass when t6,000.00 or more has been paid on the principal sum besides interest; to execute and deliver a purchase money mortgage to the said Speno or any other person or corporation, covering said prem-:ses for the balance of the $14,000.00 remaining due, to secure its bond, evidencing the indebtedness of said balance, payable according to the terms and with the interest in said bond, such terms to be arranged by the president, IN WITNESS WHEREOF we have Made, subscribed, acknowledged and verified this certificate this 24 day of May 1929. Frank A. Dunton President. STATE OF NEW YORK : Mary Fagan, Secretary. :ss. COUNTY OF TOMPKINS On this 24 day of May, 19.0-9, before me personally came Frank A.Dunton and Diary Fagan to me known and known to me to be the same persons described in and who executed the foregoing certificate of consent to mortgage and sell, and they severally acknowledged to me that they executed the same. STATE OF NEW YORK Geo. H. Russell, Notary Public ss. COUNTY OF TOMPKINS Frank A.Dunton and nary Fagan being severally duly sworn, depose and say, and each for himself deposes and says, that he, the said Frank A.Dunton is the president of Dunton Chevrolet Inc., and that she Mary Fagan is the secretary thereof; that they have read the foregoing certificate subscribed by them, and know the contents there of, and that the same is true to their own knowledge. Frank A.Dunton Sworn to before me this 24th day of Mary Fagan May, 1929. Geo H. Russel, Notary Public Recorded May 15, 1931 at 4: 51 P . M. Certificate of Incorporation We, the undersigned for the purpose of of forming a corporation pursuant to Article r� U • BRIDGEHAYPTON CO-OPERATIVE G.L.F. 7 of the Cooperative Corporation Law of SERVICE, INC., Pursuant to Article 7 of the Co-operative Corporation Law the State of New York, do hereby make,sign, of the State of New York - - - - - - - - - - - - - -,- X acknowledge and file this certificate for that purpose as follows: • 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of " ew York. 2. The name of the proposed Corporation is BRIDGEHAMPTON CO-OPERATIVE G.L.F. SERVIC,INC. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of `Iew Yor4, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and per- sonal use; to buy sell.or least homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with • other corporations firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5. each to be known as six percent non -cumulative preferred stock; and 1000 shares of the par value of $5, each to be known as • common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qual- ifications of the shares of each class are: The common capital stock shall have all the vot- ing power of the corporation, excepting as otherwise, expressly provided by law; the pre- ferred capital stock shall bear and receive a preferred dividend at the rate of six percent 43 Nn ar per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be raid, satisfied and discharged in full from and out of the profits and assets of the corporate bus- iness before any sums whatsoever shall be distributed. or paid upon or on account of any of • the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall boon the first day of duly of each ,year. The prin- cipal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 8. The names and post office addresses of the directors until the first annual meeting of • the stockholders are as follows: • is • Harry null Campbell Hall, N.Y. wm. 1 Myers Ithaca, N.Y., R.D.#5 E.Victor Underwood 141 Ithaca Rd., Ithaca, N.Y. Sherman Veer 401 Highland Rd., Ithaca, N.Y. Alice '►.Lockwood 514 10�yckoff Rd.Ithaca, N.Y. 10. All of the above named directors are citizens of the United States and residents of the State of idew York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N.Y. L 1 Share A. k. Lockwood Seneca Building, Ithaca, N.Y. 1 Share Charlotte Davis it " 11 It tt 1 Share 12. The following provisions ,re adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, en- joyed or incurred by or in respect of the corporation shall bebffected by the fact that any director or directors of the corporation are or may '-_ave been cersonally Interested in or concerning the sa,-ie, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from cocitracting with the corporation for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, froia time to time, shall determine whether, to what extent, at what/times and places and under what conditions and regulations, i the accounts, books and papers of the corporation, or any of them, shall be open to the In- spection of the stockholders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders_ c. The Board of Directors may from time to time, sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first riffering the same to the stock- holders then existing and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and 'holding of stock as fully and to the extent as authorized by the Co-operative dividends upon its capital stock and not to exceed six ter cent Corporation Law. d. The corporation may pay not to exceed six per cent/interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted. by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equit- ably among the persons for which it does business, on the basis of the amount of sales, pur- chases or other services rendered to or by such persons, and within the limits of the law ,rovided. The Board of Directors shalldetermine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purcrases or otherwise, and shall designate by classes of dealing, trading, or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or mer- chandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN • WITNESS VHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate dated this 28th day of May 1931. Sherman Peer A. M. Lockwood STATE OF NEW YORK ) Charlotte Davis X ss • COUNTY OF TCMPKINS ) On this 28th day of May, 1931, before me the subscriber personally appeared Sherman veer, n. ld. Lockwood and Charlotte Davis to me known to be the same persons described in and who exectted the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Henry J. Shirey, Notary Public Recorded June 2, 1931 at 12:00 M. Certificate of Incorporation CERTIFICATE OF INCORPORATION OF HIWORTH of MOTORS, INC. PURSUANT TO ARTICLE 2 OF THE Hiworth motors, Inc. Pursuant to Article STOCK CORPORATION LAW. We, the undersigned' 2 of the Stock Corporation Law. for the purpose of forming a corporation - - - - - - - - - - - - - - - - - - - - - - X pursuant to Article Two of the Stock Cor- poration Law of the State of New York, certify: FIRST. The name of the corporation shall be,il HIWORTH MOTORS, INC. SECOND. The purposes for which it is to be formed are as follows: To store, care, for, repair, let, operate for hire, assemble, purchase, rent, exhibit, demon- • strate, distribute, sell, exchange and deal in motor vehicles of all kinds including auto- mobiles, motor trucks, trailers, tractors, motorcycles, boats, motorboats, aircraft, vehicles of all kinds, motors, engines, chassis, bodies, tires, lighting and starting systems, and any and all parts, accessories, fuel including gasoline and kerosene, supplies, and oils and greases; to repair and overhaul motor vehicles or all kinds including automobiles, automobile' trucks and tractors, and to deal in radios and electric refrigeration. To acquire real pro- ;I:: perty by purchase, lease, or otherwise; to erect, repair and maintain garages, automobile filling stations, storage buildings, repair shops, or other structures; and to buy, sell, deal in any and all articles customarily dealt in thereat. To borrow or raise money for the purposes of this corporation; and to secure the same and any interest thereon or for any other proper corporate purpose, to mortgage all or any part of the now or hereafter acquired real and/or personal property, rights and franchises of the company; and to issue notes,bonds,, mortgages, debentures and other evidences of indebtdness. To sell or exchange all or any • part of the property, assets, good will, and business of the corporation, and to accept in payment or exchange therefor, the stocks, bonds, or other securities of any other corporation, either domestic or foreign. To purchase, acquire, hold, assign, pledge, sell, hypothecate, or otherwise dispose of bonds, notes, mortgages, choses in action, or other evidences of in- debtedness of any person or persons, partnership, or corporation, domestic or foreign, and • stocks and scrip of corporations of all kinds, foreign or domestic. To use its surplus earnings or accumulated profits in the purchase or acquisition of its own capital stock from time to time as its board of directors shall determine, and to hold such capital stock so purchased if the directors so determine in the treasury of the company as treasury stock, to be thereafter disposed of in such manner as the directors shall deem proper. W1 1n M �n 245 To do all and everything necessary, suitable, usefu-, or proper, for the accomplishment of • • any of the purposes or of the attainment of any of the objects, or the furtherance of any of the powers hereinbefore set forth, as principal or agent, either alone or associati"n with other corporati-ns, firms, or individuals, and to do every other act cr acts, thing or things incidental or appurtenant, to, or growing out of, or connect.d with, any of the aforesaid purposes, objects, or powers, or any part or parts thereof, and to do any such acts _>r things to the same extent and as fully as natural persons might or could do in any part of the world. THIRD. The total number of shares that may be issued is 250, all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of the aggre- gate par value of all issued shares having par value, plus $1.00 in respect to every issued share without par value, plus such amount as, from time to time, by resolution of the Board of Directors, may be transferred thereto. FOURTH. The s'^ares shall a]_1 be common. FIFTH. The office of the corporation shall be located in the City of Ithaca, County of Tompkins, and State of New Fork. SIXTH. The duration of the corporation shall -be perpetual. SEVENTH. The number of directors shall be not less than three nor more than five. EIGHTH. The names II and post addresses of the directors until the first annual meeting of t_ie stockholders are: Names Post Office Addresses John w� .Hines 207 Delaware Ave.I thaca, N.Y. idartha H .'v�'ortman 312 N .A.urora St .Ithaca, N.Y. Daniel Crowley 205 E.Seneca St.I thaca, N.Y. NINTH. The names and the post addresses of each subscriber of this certificate of incorporation and a statement of the number of shares each agrees to take in the corporation are as follows: Names John VV .Hines Martha n .Wortman Daniel Crowley Post Office Address No. of Shares 207 Delaware Ave. Ithaca N.Y. 1 312 N .Aurora S t .Ithaca, A-. Y 1 205 E.0eneca. St.Ithaca, N.Y. 1 TENTH. All the subscribers of this certificate are of full age; at least two-thirds of them are citizens of the United States; at least one of them is a resident of the State of New York; and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York. IN WITNESS WHEREOF, we have made, signed and ack- nowledged this certificate of incorporation in triplicate this 29th day of May, 1931. STATE OF NEW YORK John PJ,Hines L.S. .'^t1NTY OF TO�IPKINS ss.: Martha i.V'Vortrian L.S. CITY OF ITHACA Daniel Crowley L.S. On this 29th day of biay,19E:1, before me, the subscriber, personally appeared John W.Hines, Martha H.Wortman and Daniel Crowley,to me known,and known to me to be the same persons descri- bed in and who executed the foregoing ;nstrument,and they severally acknowledged to me that they executed the same. (SEAL) C. A. Snyder, Notary Public Edward J.Flynn,Secretary of State Harold J Fisher ,Cashier Grace A. Reavy, Executive Deputy STATE OF NEW YORK John F.Cox,Ass�t Cashier DEPARTMENT OF STATE -DIVISION OF FINANCE AND AUDIT Albany, June 1, 1931. Received from Hiwortr�otors,lnc., 'Twelve & 50/100 Dollars,in payment of tax under section 180 of the Tax Law, as follows: Five cents per share on 250 shares without par value,$12.50. DEPARTMENT OF STATE By H. J. Fisher, Cashier Recorded June 3, 1931 at 2:40 P. M. vLLlu1 • Certificate of Reclassification ASSOCIATED GAS AND ELECTRIC COMPANY of Shares Certificate of Reclassification of Shares of of Associated Gas Electric Company Associated Gas and Electric Company, pursuant � to Section Thirty-six of the Stock Corporation Law. TheUndersimd constituting the holder • entitled to vote on a reclassification of snares of said tssoc a ed Gas and Electric Company, of record of all of tl-.e outstanding shares of Associated Gas and hlectric Company,/pursuant to Section 'Thirty-six of the Stock Corporation Law, does hereby state; I. The name of the (Corporation is Associated Gas and Electric Company. Said name has not been changed. II.The certificate of incorporation of said Corporaticn was filed in the office of the Secretary of State on March 19, 1906. III. The total number of shares, including those perviously auth- orized, which said Corporation may henceforth have is 12,000,000 shares, all of which are to be without par value. IV. Said shares are to be classified into $5 Dividend Series VAG Preferred Stock, $5.50 Dividend Series Preferred Stock, 6 Dividend Series Preferred Stock, �6.50 Dividend Series ?ref erred Stock 7 Dividend S w , en Series Preferred Stock, Original Series Preferred Stock, $4, Cumulative Preference Stock, $6 Cumulative ?reference Stock,6.50 Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock. 415,000 shares thereof, consisting of 415,000 shares of the present authorized $5 Div-1dend Series Preferred Stock of 450,000 shares, are to be $5 Dividend Series preferred Stock; 10,000 shares thereof, consisting of the present authorized $5.50 Dividend Series r'ref erred Stock of 10,000 shares are to be g5.50 Dividend Series Preferred Stock; 125,000 shares thereof including the present authorized 6 Dividend Series PreferredStock of 100,000 shares, are to be $6 Dividend Series Preferred Stock; 85,000 shares thereof, consisting of the present authorized $6.50 Dividend series Preferred Stock of 85;000 shares, are to be $6.50 Dividend Series Preferred Stock; 110,000 shares thereof, including the ,resent authorized $7 Dividend Series Preferred Stock of 100,000 shares, are to be $7 Dividend Oeries r referred Stock; 45,000 shares fnereof, con- sisting of the _present authorized Original Series Preferred Stock of 45,000 shares, are to be Original Series Preferred Stock; 1,000,000 shares thereof, consisting of the present auth- orized $4 Cumulative lreference Stock of 1,000,000 shares, are to be $4 Cumulative Preference Stock; 90,000 shares thereof, consisting of the present authorized $6 Cumulative Preference Stock of 905000 shares, are to be $6 Cumulative z'reference Stock; 120,000 s -,ares thereof, 120,000 shores, are to be $6.50 Cumulative .-reference Stock consisting of the present authorized $6.50 Cumulative Preference Stock ofp,000,000 shares thereof, consisting of the present authorized Class A.Stock of 7,000,000 shares, are to be Class A Stock; 1,000,000 shares thereof, consisting of the present authorized Class B Stock d' 11000,000 shares, are to be Class B Stock; and 2P00,000 snares thereof, consisting of the pre- sent authorized Common Stock of 2,000.000 shares, we to be Common Stock. The designations, preferences, privileges, voting p.wers or restrictions or qualifications of and a plicable to the "$'5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series ?referred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred utock, Original Series rreferred Stock, $4 Cumulative Preference Stock, $6 Cumulative Pre- ference Stock, $6.50 Cumulative Preference Stock, Class A Stock, Class B Stock and Common Stock, respectiv ely, are as heretofore authorized and are as follows: 1. The holders, respectively, of the $5 Dividend Series Preferred Stock, the $5.50 Dividend. Series Preferred Stock, the $6 Dividend Series rreferred Stock, the $6.50 Dividend Series Preferred Stock, the 7 Lividend Series Preferred Stock and the Original Series rref erredStock shall be en- titled to receive from the surplus of the Corporation available for dividends, but only as Iiand when declared by the Board of Lirectors, fixed dividends at the rate Df Five Dollars (4 5) , per snare per annum upon the �5 Dividend Series Preferred Stock at the rate :=;f Five Dollars p � t � and Fifty Cents ($5.50) per share per annum upon the $5.50 Dividend Series 1-referred Stock, at the rate of Six Dollars (6.00) per share per annum upon the 46 Dividend Series Preferred Stock, at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars (0.7.00) per share per annum upon the '7 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty Cents ($3.50) per share per annum upon the "riginal Series Preferred Stock, and no more payable semi- annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from .the dividend date next preceding the dIte of the original issue of each snare thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for i the dividend payable on such dividend date, in which case the dividends on such share shall C, • • C • `47 • • • • • be cumulative from the dividend date next succeeding the date of issue thereof. All. such dividends shall be paid or set apart before any dividends upon the Cumulative Preference Stocks (the term "Cumulative Preference Stockst' being here and hereinafter used to mean col- lectively the $4 Cumulative Preference Stock, $6 Cumulative Preference Stock and $6.50 Cum- ulative Preference Stock), the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if dividends at said rates, respectively, shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid on or A set apart for the Cumulative Preference Stocks, the Class/Stock, the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends -)f the prescribed amounts upon the Preferred Stocks (the terns 11Preferred Stocks" being here and Tereinafter used to mean collectively the $5 Dividend Series Preferred Stock, $5.50 Dividend Series "referred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series "referred Stock), respectively, then dividends to the extent of such surplus as is available may, nevertheless, be declared by the Board of Directors in its dis- cretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the ±referred Stocks bears to the Prescribed cumulative dividend rate upon such class, respectively shall be the same. Accumulations of dividends shall be .paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. 10,henever all cumulative dividends on the ,referred Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly, as the case may be) of the cur- rent year shall have been paid, or the Corporation shall have set aside and appropriated I from its surplus a sum sufficient for the payment thereof, the Board of Directors may there- upon, but not otheiwise,declare dividends on the Cumulative Preference Stocks, the Class A i Stock, the Class B Stock, and the Common Stock, payable then or thereafter out of any remain- ing surplus. none of the Preferred Stocks shall be entitled to particiNate in or receive any dividend or share c)f surplus, whetter payable in cash, stock or property, in excess of the aforesaid cumulative dividends respectively; provided, however, that while, but only while the holders of the Qriginal Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Directors in its discretion may, but shall not be required to, declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original Series preferred Stock, but not 1pon any other class of the "'referred Stocks, not exceeding in the aggregate fifty cents (50c) per share in any one calendar year, which additional dividends, if declared, may be paid or set apart before any dividends shall be paid or set apart for the cumulative Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders, respectively, of the $4 Cumulative Preference Stock, the $6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock, shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed cumulative dividends at the rate of Four Dollars ($4) per spar per annum upon the $4 Cumulative Preference Stock, at the rate of Six Dollars (6) per share per annum upon the $6 Cumulative Preference Stock and at the rate of Six Dol- lars and Fifty Cents ($6.50) per share per annum upon the $6.50 Cumulative Preference Stock, and no more (except as hereinafter specifically provided), payable semi-annually, quarterly or monthly, and on such dates, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Dir- 24 S ectors for the taking of a record of the shareholders for the dividend payable on such divid- end date in which case the dividends on such share shall be cumulative from the dividend date next succeeding the date of issue thereof. All such cumulative dividends small be paid or set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall. be paid or set apart, so that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the Class A Stock, the Class B Stock and/or the Common Stock. if such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Cumulative rreference Stocks, respectively, then dividends to the extend of such surplus as is available may, nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Cumulative Preference Stocks boars to then I1prescribed cumulative dividend rate upon such class, respectively, shall be the same. Ac- cumulations of dividends shall be paid upon the same basis. ltio such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the surplus of the Corporation remaining after the payment of such cumulative dividends upon the Cumula- tive Preference Stocks, non -cumulative additional dividends upon the $4 Cumulative Preference Stock (but not upon any other class of the Cumulative 1 reference Stocks) aggregating, but not exceeding, One Dollar ($1.00) per share in any calendar year, and such non -cumulative addition- al dividend of One Dollar (%1.1.00) per share shall be declared and paid or set aside from sur- plus in full in any calendar year before any dividends shall be declared or ;.aid or set apart from surplus in such calendar year upon the Common Stock pursuant to Subdivision 7 hereof. Whenever all cumulative Dividends on the Cumulative Preference Stocks for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and ap_,ropriated from its surplus a sum sufficient for the payment there- of, the Board of Directors may thereupon, but not otherwise, declare dividends on the Class A Stock, the Class B Stock, and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the provisions of Subdivision 7 hereof), payable then or thereafter out of any remaining surplus. The Corporation agrees that it will reimburse to the registered owner of any shares of $6 Cumulative rreference Stock or of $6.50 Cumulative Preference Stock, when paid by or for account of such registered owner, all taxes (other than incoie, succession and inheritance taxes) of the Commonwealth of Penn- sylvania or of any county or taxing authority therein (but not for any interest or penalty assessed or paid in addition to the Amount of any such tax as originally assessed), which may be lawfully i:,.posed or assessed under or by virtue of any present or future law upon such shares or upon such registered owner as a resident of said Commonwealth by reason of the ovAner- ship thereof, but not exceeding in the aggregate in any one year four mills per annum for each dollar of the taxable value thereof, upon receipt at the office or agency of the Corporation in the Borough of luanhattan, The City of New York, within 60 days frorn the date of each and every payment of such tax, of a written request (sworn to if requested by the CorDoration) for such reimbursement stating the facts entitling such owner to such reimbursement; provided, how- ever, that the Corporation shall not be obligated to make reimbursement on account of any such ta- except out of net profits or surplus remaining after the payment of or the setting aside of an amount for the payment of dividends, declared prior to the application for such reirriburse- ment, upon the stocl:� of the corporation of any and all classes. 3. The holders of the Class • 0 • A Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, dividends at the rate of Two Dollars 629 • • (J2) per share per annum (hereinafter called 11priority dividends on the Class A Stock"), pay- able quarterly on February 1, aay 1. August 1 and A ovember 1, in each year beginning with the quarterly dividend period ending biay 1, 1925. Such dividends shall be non -cumulative but stall be declared and paid or set aside from surplus in full in each quarterly dividend .er- iod before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such qua_-terly dividend period. 4. `4,henever the full priority dividends on the Class A Stock, at the rate specified -in Subdivision 3 hereof, for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from tts surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon, during said quarterly dividend period, but not otherwise, declare dividends on the Class B Stock, payable then or thereafter out of any remaining surplus, at the rate of Two Dollars ($ 2) per share per annum (herein- after. called TTPriority dividends on the Class B Stock TT); provided, however, that the aggre- gate amount of priority dividends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the actual amount of prior- ity dividends, in the aggregate, paid on, or set aside or appropriated for, the Class A Stock, for such quarterly dividend period pursuant to the provisions of Subdivision 3 hereof. 5. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon declare addition- al noncumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one cal- endar year, payable out of any remaining surplus; provided however, that the aggregate amount • of additional dividends declared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate, declared upon the glass A Stock in suclIkuarterly dividend period pursuant to this Subdivision 5. Such gditional non -cumulative dividends of Fifty Cents (�% 50) fore any dividend shall be declared or paid or set aside from surplus in such calendar year per share shall be declared or paid or set aside from surplus in full in any calendar year be-/ upon the -hereof. /Common Stock pursuant to the provisions of Subdivision 6. Whenever the full prior- ity dividends on the Class A Stock and the Class B Stock permitted by the provisions of Sub- divisions 3 and 4 hereof for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, and in case the actual amount of the priority dividends for such quarter- ly dividend period, in the aggregate, paid on, or set aside and aplropriated for the Class A Stock, pursuant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or • set aside and appropriated for the Class B Stock, pursuant to the provisions of Subdivision 4 hereof, the Board of Directors may thereupon(whether or not additional non -cumulative dividends shall have been declared upon the $4 Cumulative Preference Stock or upon the Class A Stock and the Class B Stock ;ursuant to the provisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such quarterly dividend period, but not otherwise, declare dividends on the Common Stock, and (to the extent, but only to the extent that the rate of such dividends per share on the Common Stock shall exceed the rate of dividends per share on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; provided, however, that the aggregate amount of dividends so declared on on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greater I than such excees. 7. Whenever in any quarterly dividend period priority dividends and ad- 2501 ditional non -cumulative dividends shall have been paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively, and whether or not dividends shall have been declared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Directors may thereupon, but not otherwise, declare additional dividends on the Class A Stock and the Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, if any, declared upon the Common Stock pursuant to the provisions of subdivision 6 hereof), to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remain- ing deducting the dividends declared • after amount of all for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided, however, that (a) if, in any calendar year, the additional dividends declared on the Class A Stock pursuant to Subdivisionsi 5 hereof, shall exceed in the aggregate the aggregate amount of additional dividends declared on the Class B Stock in such calendartear pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this Subdivision 7 unless and until in such calendar year dividends shall be declared, pur- suant to this Subdivision 7, on the Common Stock and (subject to the limitations set forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess; (b) all dividends declared pursuant to this Subdivision 7, other than dividends on the Common Stock and the Class B Stock to the extent provided in Clause (a) of this Subdivision 7, shn).11 be declared in such manner that (i) the holders of the Class A Stock shall receive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Comiuon Stock shall tog ether receive the remain- • ing one-half of such dividends, subject, however, to the limitations set forth in the follow- ing Clause (c) of this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this Sub- division 7 at a rate per share greater than the excess of the rate per share of all dividends,' declared on the Common Stock in such quarterly dividend period pursuant to this Subdivision 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly dividend period pursuant to Subdivision 4, 5 and 6 hereof; nor shall mon any dividends be declared in any quarterly dividend period on the Cam/ Stock pursuant to this Subdivision and Subdivision 6 hereof at a rate per share greater than the rate per share! of all dividends declared on the Class B Stock in such dividend period pursuant to this Subdivision 7 and any other Subdivisions hereof. $.The amount of surplus payable as dividends on the Class A Stock in any quarterly dividend period, pursuant to Subdivision 3 i �I hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in Class A Stock, issued to the holders of Class A Stock. The amount of • surplus payable as dividends on the Class B Stock in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter created, issued exclusively to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subd;vision 6 • or Subdivision 7 hereof, may be capitalized in whole or in part by the declaration in such period -of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of Sur- plus payable as dividends on the Class A Stock, pursuant to Subdivision 5 or Subdivision 7 hereof, may be capitalized by the declaration of a dividend payable in stock of any class or classes, now or hereafter created, other than Class B Stock and Common Stock and any other 251 • • 0 • • class of stock inferior to the Class B Stock in respect of the right to receive divi.d.ends or to participate in the distribution of the assets of the Corporation upon liquidation or dis- solution, issued exclusively to the holders of the Class A Stock. The amount of surplus pay- able as dividends on the Cumulative rreference Stock of any class in any quarterly dividend period, pursuant to oubdivision 2 hereof, may be capitalized in whole or in part by the de- claration in any such period of a dividend payable in Cumulative rreference Stock of any class or in any class of stock senior thereto, issued to the holders of Cumulative Preference Stock, provided, however, and only if, the holders of the Cumulative Preference Stock of such class shall be given the election to receive in cash the dividend, or portion thereof, so capitalized. The provisions of this Subdivision n are subject to the limitation, however, that no dividend, payable in stock of any class, shall be declared upon any class of stock unless, at the time of such, declaration, cash dividends equal to the amount of surplus cap- italized by such dividend could have been declared upon such class of stock within the limi- tations and restrictions set forth in the forgoing subdivisions hereof. The number of shares of each class of stock, respectively, to be issued in respect of any such dividend shall be determined by the Board of Directors of the Corporation in their sole discretion. In no event shall any dividend on any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquidation or dissolution or winding up (whether voluntary or in- voluntary) of the Corporation. (a) the holders of the 45 Dividend Series Preferred Stock, $5.50 Dividend Series rreferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and $7 Dividend Series Preferred Stock shall be entitled to be paid the sum of one hundred Dollars ($100) per share, and the holders of the Original Series Pre- ferred Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share, and, in each case, an amount equal to the unpaid cumulative dividends thereon accrued. resrectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the holders of the Cumulative Preference Stocks, Class A Stock, Class B Shock and/or Common Stock; and (b') after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively,but not otherwise, the holders of the $4 Cumulative preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share and the holders of the $6 Cumulative (reference Stock and the $6.50 Cumulative Preference Stock shall be entitled to be paid the sum of One hundred Dollars �$100) per share, and, in each case, an amount equal to the'unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall then be any surplus, before any amount shall be paid to or assets distributed among the h,".1ders of the Class A Stock, Class B Stock and/or Com;iion Stock; and (c) after the payment to or setting aside for holders of the Cumulative Preference Stocks of the amounts above provided therefor, but not otherwise, the holders :f the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share, before any amount shall be paid to or assets distributed among the holders of the Class B Stock and/or the Common Stock; and (d) after the rayment to or setting aside for the holders of the Class A Stock of the amount above 'provided, but not otherwise, the holders of the Class B Stock shall be entitled to be paid, pro rata, an amount equal to Thirty-five Dollars ($35) tier snare, but not exceeding in the aggregate the aggregate amount so paid to the holders of the Class A Stock, before any further amount shall be paid to or distributed among the holders of the Class A Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the ('payment to or setting aside for the holders of the Class .3 Stock of the amount above pr--�vided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock pursuant to raragraph (c) of this bubdivision 9 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock pursuant to raragraph (d) of this Subdivision 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective snares, before any further amount shall be paid to or distributed among the holders of the Class A Stock: and (f) after the payment pro rate to or setting aside for the holders of Class B Stock of the amount, in the aggregate, above provided, and if any amount shall be distributable to the holders of the Common Stock pursuant to paragraph (e) of this Subdivision, • after the payment pro rata to or the setting aside for the holders of the Common Stock of the amount so distributable, but no otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Class A Stock pro rate according to their respective shares, and the other one-half of said remaining assets • li and funds shall be distributed wholly and exclisively among and paid to the holders of the Common Stock pro rata according to their respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the ='referred Stocks, respect- ively, in such manner that the proportion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, respectively, shall be the same. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Cumulative Pre- ference Stocks the full amounts hereinabove in Paragraph (b) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Cumulative "'reference Stocks, respectively, in such mangier that the proportion which the amount distributed to the holders of each class of the Cumulative Preference Stocks bears to the full amount hereinabove in said Paragrapi" (b) prescribed for such class, respectively, • shall be the same. 10. At the election of the Corporation to be exercised by resolution !I of its Board of Directors, the $5 Dividend Series rreferred Stock, the $5.50 Dividend Series Preferred Stock, the6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, the $'7 Dividend Series rreferred Stock, the Original Series Preferred Stock, the 4 Cumulative "reference Stock, the 6 Cumulative Preference Stock and/or the $6.50 Cumulative Preference Stock in whole or in part, may be redeemed at any time and from time to time, upon thirty dayst previous notice given in such manner as may be prescribed by the by-laws;or by resolution of the Board of Directors, at the price for the $5 Dividend Series rreferred Stock of One Lundred and Two Dollars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One hundred. and Two Dollars and Fifty Cents ($102.50) per share, at the p:ricefor the $6 Dividend Series Preferred Stock, the $,(�.50 Dividend Series Preferred Stock and the $7 Dividend Series rreferred Stock of One hundred and Five Dollars ($105) per share at the price for the original Series Preferred Stock and the $4 Cumulative Preference Stock • of Sixty Dollars ($60) per share and at the price for the $6 Cumulative Preference Stock and the $6.50 Cumulative rreference Stock of One uundred Dollars ($100) per share, together, in each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the Preferred Stocks or of any class of the Cumulative Preference Stocks shall be redeemed, the shares to be redeemed shall • be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemp- tion? (unless default shall be made by the Corporation in the payment of the redemption ;:rice pursuant to such notice) all dividends on the stock so called for redemption shall cease to accumulate and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. 11. Except as in this subdivision otherwise expressly provided, no holder of stock of the Corporation of what- 253 IN An • • • • ever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corporation issued or to be issued or sold, now or hereafter authorized, or of any obligations convertible into stock of tiie Corporation of any class, other than such, if any, as the Board of Directors in its discretion may determine. Any shares or convertible obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or classes of stock at the time outstanding, except that no shares of Class B or obligations convertible into Class B Stock or Common Stock Stock or Common Stock/shall be so offered to others than the holders of the Class B Stock without the vote or vrritten consent of the holders of the majority of the Class B Stock at the time outstanding. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized, and to any obligati-,ns convertible into Class B Stock and/or Common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall, by vote or in writing, consent to the issue or sale thereof without first offering the same to the holders of the Class B Stock for sub- cription. Leo such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferential right of subscription except as to the shares of Class B Stock and/or Common Stock expressly specified in such c-,nsent. 12. The Corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created, and to authorize and create new or additional class or classes of stock,which may be inferior to, or on an equality with or superior to any class or classes of stock of t1e Corporation at the time outstanding, including the classes of stock herein created; pro- vided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstand- ing shares of the 1referred Stocks (including any class or classes of preferred stock here- after created and Cavinz' the right to vote thereon) as shall vote in person or by proxy at a meeting held for the purpose after due notice to the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders of the outstanding shares of original Series Preferred btock and such of the holders of the outstanding shares of $6 Dividend Series Preferred Stoc:, as shall vote in person or by proxy at such meeting; and provided, further, that the relative 1;references of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the 6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the original Series Preferred Stock shall not Hereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of shares, or (P) into the same or a different number of shares with nar value, or (3) if theretofore changed into shares with par value, into the same or a different number of shares without par value; pro- vided that the aggregate dividends, the aggregate amount in the event of liquidation, dis- solution or winding up and the aggregate redemption price ( if redeemable) to which the new shares, issuable in lieu of the then outstanding shares if any class, sha.il be entitled, shall tion, dissolution or winding up and the aggregate redemption price (if redeemable) to be equal res,ectivel,; to the aggregate dividends, _ the aggregate amount in the event of liquida-/ which the then outstanding shares of the respective class shall be entitled, and that each holder of the then outstanding shares of the respective class shall be entitled to receive such proportion of the new shares issua-ble in lieu of the then outstanding shares of such class, as the num- ber of the then outstanding shares of such class %geld by him shall bear to the total number. 254 of shares of such class then outstanding, and provided further that otherwise such new shares shall have the same preferences, privileges, voting powers restrictions and qualifications as the then outstanding shares of such class; and (c) to distinguish, by such designation or in such manner as it may determine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions of Subdivision 11 here- of, the Corporation shall have power and is hereby authorized to issue and sell its author- ized shares, without par value, of any class or classes, from time to time, as the Bca rd of Directors shall determine, and, in the absence of fraud in the transaction, for such con- sideration as from time to time, may be fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non -assessable and the holder of such shares shall not be liable to the Corporation or its creditors in respect thereto. The Corporation shall have power and authority at anytime and from time to time, in accordance with law, to confer upon the holders of the Preferred Stocks of the Corporation of any class or classes, now or hereafter authorized and/or outstanding, the right and privilege of exchanging or convert- ing the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such con- ditions as the Board of Directors may determine, and to authorize the issuance of such Pre - of Preferred Stock, as .,iel1 as upon the exchange or conversion ferred Stock, Class A Stock and/or Common Stock -upon the exchange or conversion/ of bonds, debentures, debenture certificates, notes, certicates or evidences of indebtedness or other debt securities of the Corporation. The relative preferences, privileges, and voting powers', of the Class A Stock on the one hand, and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any of the rights of the holders of the Class A Stock without the written consent or affirmative vote of the hold- ers of at least a majority of the shares of Class A Stock at the time outstanding. 13. The Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and /or preferences herein creat ed in favor of the holders of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock respectively, as aforesaid, the holders, respectively, of the Preferred Stocks, the Cumulative Preference Stocks the Class A Stock and the Common Stock shall and do hereby waive and relinquish, in favor of the Class B Stock and are hereby specifically excluded from, all voice and vote in the election of directors, in the manage- ment of the Corporation, in any proceeding for mortgaging its property and franchises pur- suant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of Stock toemployees pursuant to Section Fourteen, for guaranteeing the bonds of another cor- poration pursuant to Section Nineteen, for sale of franchises and property pursuant to Sectionl i Twenty, for change of purposes, powers or provisions, number of directors or location of of- fice pursuant to Section Thirty-five, for establishing priorities or creating preferences among the several classes of stock or making any other changes in respect of shares, capital stock or capital pursuant to Section Thirty-six (except as otherwise provided in Subdivision 12 hereof), for consolidation pursuant to Section Eighty-six crfor voluntary dissolution pur- suant to Section One hundred and Five, of the Stock Corporation Law, or pursuant to any amendment or amendments to said sections or any of them or to any section or sections s,-b- stituted therefor or to any other provision of law now or hereafter in force, or for change li of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stock-,' holders, now or hereafter provided by law, the Preferred Stocks, Cumulative Preference Stocks, • • • • Class A Stock and Common Stock being each specifically excluded from the right to vote in any • • • C • such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were expressly named herein, all such voice and vote being hereby vested exclusively in, and reserved to and for, the holders of the Class B Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the $5 Dividend Series Preferred Stock and the arrearages of Cumulative dividends thereon shall equal at least Ten Dollars ( 10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series rreferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars ($11.00) per share, or in case default shall be made in the pay- ment of cumulative dividends on the $6 Dividend Series rreferred Stock and the arrearages of cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal .t least Thirteen Dollars ($13.00) per share, or in case default shall be wade in the payment of cumu- lative dividends on the $7 Dividend Series Preferred Stock, and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case de- fault shall be :lade in tine payment of cumulative dividends on the Original Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Seven Dollars ($7.00) per share, then and thereupon, during, but only during the continuance of such de- fault , the holders of the rreferred Stocks, but not the holders of the Cumulative 'reference Stocks or the Class A Stock or (unless per -matted to vote pursuant to vote pursuant to Para- graph (c) of this Subdivision 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of the Class B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preceding -er- ion of twenty-four consecutive calendar months, commencing not earlier than January 1, 1925 dividends on the Class A Stock outstanding during the whole of said period amounting to at least $4 per share in the aggregate, then and thereupon, but only anti' dividends shall be declared and paid upon or set aside for the Class A Stock aggregating $4 per share during a successive twenty-four months' period, the holders of the Class A Stock shall have the voting power, to the exclusion of the holders of the Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) Vhenever the holders of a majority of the shares of Class B Stock at any time outstanding shall, in person or by prox,i, by vote at a meeting or instrument in writing, consent that the holders of the Common Stock be per- mitted to vote in any proceeding or upon any iaatter or question, or at any meeting or meetings !�of stockholders, or generally for any period, specified in such consent, then, whether or not the holders of the Prefered Stocks shall then be entitled to vote, the holders of the Coramon Stock shall have the right to vote, toget'r;er with the holders of the Class B Stock, in the proceeding or upon the matter or question or at the meeting or meetings or generally for the -periodor periods specified in such consent, but not otherwise, on an equality with the holders of the Class B Stock and in the same manner and with the same force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time Nothing herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any class of the Preferred Stoc'�s or of any class of the Cumulative rreferenee Stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this subdivision 13 and the preceding Subdivision 12) shall be en- titled to notice of any meeting of stockholders, subject to conflicting statutory require- ments, if any. Nothing herein shall prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or chsses of the rreferred Stocks and/or the Cumulative Preference Stocks and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or re- quisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding shares of any one or more of such classes of stock; but nothing herein shall, or is intended to, authorize or empower the Board of Directors to waive, relinquish or impair the voting and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be entitled or -permitted to vote as to any matter each holder thereof shall be entitled to one vote for each stare held by him of the class or classes en- titled or permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any other matter, each holder of such stock shall be entitled to one vote for each share held, but otherwise only to one vote for each $100 which such holder is entitled to receive, in the event of dissolution, liquidation or winding up of the corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. In all cases, each holder of Class B Stock shall be entitled to one vote for each share of such stock held by him. whenever the holders of the Cumulative Preference Stocks or the Common Stock shall be permitted to vote as to any matter each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meeting of stockholders shall, upon the written request of the holders of record of not less than ten per cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may then be directors shall terminate and a new Board of Directors shall, be elected, two thereof by the holders of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rights of the Preferred Stocks to participate in such election if then entitled to vote. Whenever and as often as the right of the holders of two directors shall terminate, the terms of office of the Class A Stock to elect /two Directors then in office, elected by the holders of the Class A Stock, shall thereupon expire, and the vacancies shall be filled in the manner provided by the by-laws of the Corporation. 14. Dividends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole discretion deem the samQa.dvisable and only from the surplus of the Cor.poi�ation as such shall be fixed and determined by said Board. Unless the Board of Directors shallotherwise provide, a dividend on -any class of stock shall be payable only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, re- gardless of the date of declaration or the date of payment of such dividend, and no person not a holder of record of shares of such class on such day shall be entitled to participate in or receive such dividend, notwithstanding that he may hnve been a holder of shares of such class on the date of the declaration of such dividend or may have become a holder of shares of such class prior to the date for the payment of such dividend. For the purpose of determining the respective rights of the holders of Class A Stock and the holders of Class B.Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend (T in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation,whether cancelled or uncancelled; shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by n LJ C • • any corporation, association or trust, all or a majority of whose shares, or of any class thereof having voting power, shall be held directly or indirectly by the Corporation, and such 'T M .n shares of Class A Stock: shall be deemed outstanding for all purposes except the right to vote for the election of two directors, and, except as aforesaid, such holder of shares of Class A I� Stock shall have the same rights as any other holder of shares of Class A Stock. V. The statement respecting its capital contained in the certificate of incorporation of said Cor- poration, as heretofore amended, is to remain unchanged and is as follows: "Henceforth, • the capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares raving par value, plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value, plus such amounts, as, from �J( ti-ite to time, by resolution of the Board of Directors may be transferred thereto." VI. The total number of shares which said Corporation is already authorized to issue is 12.,0001000 shares, all of which are without par value. Of said 12,000,000 shares already authorized, 450,000 shares are 5 Lividend Series Preferred Stock, 10,000 shares are $5.50 Dividend Series Preferred Stock, 100,000 shares are $6 Dividend Series ereferred Stock, 85,000 shares are $6.50 Dividend Series Preferred Stock, 100,000 sf ares are $ 7 Dividend Series Preferred Stock, 45,000 snares are Original Series Preferred Stock, 1,000,000 shares are $4 Cumulative Pre- ference Stock, 120,000 shares are $.6 Cumulative 'Lreference Stock, 90,000 shares are $6.50 Cumulative -reference Stock, 7,000,000 shares are Class A Stock, 1,000,000 shares are Class B St,,iek and 2,000,000 shares are Coimiion Stock. The designations, preferences, privileges, and voting powers or restrictions or uualifications thereof or applicable thereto are in all respects the eame as the designations, preferences, privileges and voting powers or restric- tions or qualifications thereof or applicable thereto, as heretofore authorized and as set forth in Subdivisions 1 to 14, inclL..sive, of Paragraph IV of ti.is certificate. VII. The ii number of shares of each class issued and outstanding is 393,456 shares of $5 Dividend Series Preferred Stock, 0 shares of $5.50 Dividend Series Preferred Stock, 97,817 shares of $6 Divi- dend Series Preferred Stock, 75,051 Shares of $6.50 Dividend Series Preferred Stock, 97,892 shares of $7 Dividend Series Preferred Stock, 41,511 shares of Uriginal Series Preferred Stock 9341651 shares of $4 Cumulati.ve Preference Stock, 2,013 s_iares of $6 Cumulative preference Stock, 5,647 shares of $6.50 Cumulative Preference Stock, 5,857,004 shares of Class A Stock, 614,366 shares of Class B Stock and 1,750,579 shares of Common Stock. IN WITNESS WHEREOF, the undersigned i,,ave iade, subscribed and acknowledged this certificate the 26th day of May, 1931. Name of Stockholder Number of Shares Associated Securities Corporation (Seal) By H. C . Hopson Vice -President 614, 366 Attest: H. k. Wetherell, Asst. Secretary STATE OF NEW YORK On this 26th day of lay, 1931, before me came n. C.Hopson, to ss. COUNTY OF NLW YORK me known, who., being by cue duly sworn, did depose and say that he resides in the Borough of la a.n.hattan, City and State of New York; that he is the Vice -Pres- ident of Associated Securities Corporation, the corporation describ_.d in and which executed • the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by liken• order. 1A.Brown (SEAL) Lr.Brown Notary Public Bronx Co.Clerk's No. 270,Registerts No.3275-B • N.-Y.Co lk's No. 1612, Register's No.2-B-54 A Commission Expires march 30, 1932 STATE OF NEW YORK COUNTY OF NEW YORK ss.; 11, U. O'Keeffe, being duly sworn, deposes and says, that she is Secretary of Associated Gas and Electric Company; that she resides in the Borough of Manhattan, City and State of New York; and that: the person who executed the foregoing Certi- ficate of Reclassification of Shares of Associated Gas and Electric Company, constitutes the holder of record of all the outstanding shares of said Associated Gas and Electric Company i entitled to vote thereon. Subscribed and sworn to before me this 26" day of May, 1931. it. C. OfKeeffe (SEAL) 9. Brown M. Brown Notary Public Bronx Co. Clerk's No. 270, Registers's No. 3275B 1Y.Co. Clkts No, 1612, Register►s No. 2-B-54A, Commission Expires Larch 30, 1932. STATE OF NEW YORK ss.: 2258 DEPARTMENT OF STATE I Certify That I have compared the preceding copy with the original Certificate of Reclassification of Shares of Associated Gas and Electric Company, filed in this department on the 28th day of May, 1931, and that such copy is a correct trans- cript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of the State at the City of Albany, this twenty-eighth day of May, one thou- sand nine hundred and thirty-one. Dated May 26, 1931 (SEAL) Frank S. Sharp, Deputy Secretary of State. State of New York Department of State Filed May 28 1931 Tax None Filing Fee $20 Zdward J. Flynn Secretary of State By H. J, Fisher, Cashier Recorded June 121, 1931 at 9:45 A. lu. Certificate of Incorporation Certificate of Incorporation of Donohue -Halverson, of Inc., Pursuant to Article Two of the Stock Cor- Donohue-Halverson, inc. Pursuant poration Law. ode, the undersigned, for the pur- to Article Two of the Stock Cor- poration Law. pose of forming a corporation pursuant to Article - - - - - - - - - - - - - - - - - - X Two of the Stock Corporation Law of the State of New York, certify: 1. The name of the corporation shall be Donohue -Halverson, Inc. 2. The purposes for which it is to be formed are; To acquire by purchase, lease or otherwise, im- prove and develop real estate. To manufacture, purchase, sell, and generallydeal in plumberst sup; -.lies, sanitary fixtures, and all. wares and articles which are or may be used by plumbers, and to carry on said business as wholesalers, retailers, importers, exporters, principals, agents or factors, as freely as nautral persons might or could do, and in any part of the wcrld. To carry on the business of steamfitters and heating contractors. To deal and traffic in all kinds of steam fittings and heating apparatus, boilers, furnaces, tanks, pipes, valves, boiler castings, grates, bars, governors, gauges, steam packing material and appliances; to install steam heating, vapor and hot water heating, as well as oil, gas or other rjeaters, radiators, steam specialties of all kinds, and all accessories or supplies incidental or per- taining to the business set forth sierein or any part thereof. To buy, sell, trade and deal in water filters and purifiers, coolers and cooling systems of various types and for all re- quirements; to trade and deal in ventilating devices, apparatus, appliances, systems and ac- cessories; to buy and sell vents, blowers, ventilating and exhaust fans, air compressors, vacuum pumps, water pumps and appliances, install motors, tanks and systems for pumping water. To apply for, obtain, register, purchase, lease or otherwise acquire and hold, own and sell any and all trade marks, formulae, secret process, trade names, brands, copyrights and all inventions, improvements and processes used in connection with or secured under letters patent or otherwise of the United States or of any other country; and use, exercise, develop and grant licenses in respect of any and all such trade marks, patents, licenses and concessions. To enter into and carry out contracts of every kind pertaining to this business, to acquire, sell, assign, transfer shares of capital stock and bonds or other evidences of indebtedness of corp::rations, and to exercise all the privlieges of ownership, including voting upon the stock so held. To hold, Purchase, mortgage, and convey real estate and personal property. To buy, sell, deal and trade in all kinds of roofing, shingles, metal, wood or otherwise. To buy, sell, trade and deal in all products composed of iron, steel, copper, brass, lead,zinc, aluminum, and nickel, including gas, steam, water, sewer and other pipes, tubes and other con- • • •. • ducts for the conveyance of fluids, either liquid or gaseous. To purchase, own, operate, 2_59 .7 • C7 • lease automobiles or trucks propelled by oil or gasoline power. To bid upon or purchase at foreclosure or other sales, whether public or private, real property and rights or interests therein of all kinds. 3. The total number of shares that may be issued is one hundred (100), all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issued shares having par value, plus one Dollar ($1.00) in respect to every issued share without par value, plus such amounts as from time to time, by resolution of the Board of Directors, may be transferred thereto. 4. The shares ahall all be common shares. 5. The offices of the corporation shall be lo- cated in the City of Ithaca, Tompkins County, New York. 6. The duration of the Corporation shall be perF;etual. 7. The number of directors shall be three (3) . 8. The names and. cost office addresses of the directors, until the first annual mooting of stockholders, are: Names Post Office Addresses James r. Donohue 515 ivakuro-ra St., Ithaca, N.Y. Roy L. Halverson 411 So. Albany St.Ithaca, N.Y. Harold L.Si..pson 112 Terrace Place, Ithaca,N.Y. 9. The names and !Jost Office addresses of each subscriber to this Certificate of Incorpora- tion, and a statement of the number of shares which each agrees to take in the corporation, are as follows: Names James P. Donohue Roy E. Halverson Harold d,.Simpson Addresses No. of Shares. 515 No.Aurora St.Ithaca,N.Y. 45 411 So. Albany S t . I thaca,N .Y . 49 112 Terrace Place, Ithaca,N.Y. 2 10. All of the subscribers to this certificate are of full age, at least two-thirds of them are citizens of the United States, at least one of them a resident of the State of New York, and at least one of the persons nailed as directors is a citizen of the United States and a resident of the State of Nrw York. 11. The Board of Directors may from time to time set aside surplus profits and apply the same to the purchase of the shares of this corporation at not more than their actual value in the market. The sr>ures so purchased may be deposited in the treasury and resold from time to time in the discretion of the Board of Directors when money is needed for the corporation. 12. The corporation may conduct and carry on its business, or any branch thereof, in any State or Territory of the United States, or in any foreign country, in conformity with the law's of said State, Territory, or foreign country, and have and maintain in any said State or Territory or foreign country a. business office, plant or store. 13. The corporation may purchase, lease or otherwise acquire, and .nay sell, mortgage or lease real property, whether i,proved or unimproved, or any interest therein, and to any amount, in the State of New York, or in any State or Territory of the United States or foreign country. 14. The corporation may acquire the stock in trade, good will, franchises, and property of any person, corporation or copartnership engaged in business of the saiiie general nature as that for which this corporation is formed, and pay for the same in the stock or bonds of this corporation if deemed advisable. IN VuITNESS WEEREOF, we have made and subscribed this certificate, in triplicate, this llth day of June, 1931. James P. Donohue Roy E.Halverson STATE OF NEW YORK Harold E.Simpson :SS. COUNTY OF TOMPKIi S un this llth day of June, 1931, before me, personally came James P. Donohue, Roy v-.halverson and Harold L.Simpson, to me known to be the persons des- cribed in and who executed the foregoing Certificate of Incorporation, and they thereupon severally acknowledged to me that they executed the same. (Seal) h.' inifred Robinson, Notary Public Edward J.Flynn, Secretary of State narold J.F'isher, Cashier Grace A.Reavy, Executive Deputy STATE OF NErf YORK John F.Cox,Asslt Cashier DEPARTMENT OF STATE --DIVISION OF FINANCE AND AUDIT Albany, June 19, 1931 Received from Donohue -Halverson, Inc. Ten -Dollars, in payment of -kinimum tax under section 180 of the Tax Law, as follows: 1/20 of 1 per cent on $ consisting of shares par value $ each, $ . Five cents per share on 100 shares without par value, $10.00 DEPARTIENT OF STATE By Harold J.F'isher,Cashier Recorded June 20, 1931 at 10:10 A. jA. Constitution Constitution of the Family Welfare Society of Ithaca of ARTICLE I The Family Welfare Society of The name of this Society shall be: Family Welfare Ithaca : Society of Ithaca - - - - - - - - - - - - - - - - X Article II Objects and Principles Section 1. The objects of the Society shall be: (a) To assist families who are unable to maintain a normal family ife, either on account of lack of adequate income, sickness, dis- ability, or personal differences, with financial aid or friendly counsel, so that they may become self-sufficient. (b) To investigate thoroughly all applications for financial re- lief or personal assistance, and to keep adequate records of the conditions and histories of families assisted. (c) To secure material assistance and personaly aid for such families' from relatives, friends and organizations. (d) To furnish necessary medical or hospital care to those unable to secure it otherwise. (e)` To assist in securing employment for persons who are capable of being wholly or partially self-supporting. (f) To promote a better under, standing among individuals and organizations of the causes of poverty and family maladjust- ment and the best means of preventing and alleviating these evils. Section 2. (a) The Society shall make no distinctions on account of religious faith, nor shall it in any way - influence religious affiliations except to make every affort to strengthen them. (b) The Society shall co-operate with public officials and all other organizations to prevent dup- lication of effort and to foster adequate assistance for families requiring it. ARTICLE III Section I. The Society shall be composed of the following persons: (a) Annual members: that is any person who shall contribute not less that Twelve Dollars per annum to the Ithaca Community Chest. (b) Ex-officio members. (As specified in seccion 2 of this Article.) Section 2. The following shall be ex-officio members of the Society: The "layor of the City; the Commissioner of Public Welfare, the Judge of the Children's Court, the Clerk of the City Court, the City Clerk, the City Chamberlain, the Probation officer, the Secretary of the Com- munity Chest, and the pastors of the churches of the city. ARTICLE IV The Board of Directors Section 1. The management of the Society shall be vested in a Board of Directors which shall consist of twenty-one members of the Society.,who shall be elected b ballot and hold Y office for one year, or until their successors shall be elected; provided, however, that the absence of a member from three consecutive -Meetings of the Board, unless excused by affirm- ative vote of the Board, may be deemed a resignation, and the vacancy so cause may be filled by the Board as hereinafter provided. Section 2. (a) The officers of the Board shall con- sist of a President, three Vice -Presidents, a Treasurer and a Recording Secretary. They shall perform the duties usually pertaining to such offices. All shall be members of."the Board and shall be elected by ballot at the first meeting of the Board after the annual meet ing of the Society. They shall continue in office until their successors are chosen. An Executive Secretary shall be appointed by the Board. The Board may also aploint such other U • • Qn ^� officers as may from time to time be deemed desirable, and prescribe their duties. All ap- pointed officers ahall hold office during the pleasure of the Board. (b) The officers of �I the Board shall also be the officers of the Socity. Section 3. The Board shall have power to fill vacancies occuring in its own body. Section 4. (a) There shall be a regular meet- ing of the Board on the second i&onday of every m,anth, except July and August, Special meet- ings may be called by the President, or by written request of any seven members on at least three days' previous notice in writing by mail, specifying the business to be brought forward. (b) At/any meeting of the Board seven members shall constitute a quorum. Section 5. The Board may adopt a regular order of business for its meetings and suitable regulations for the conduct of the same, and may from time to time alter or suspend such regulations. Section 6. • The Board shall make such by-laws as it may deem necessary, governing the direction of the Society, and may jLlo alter and suspend such by-laws. ARTICLE V Contributions and Funds Section 1. Contributions to the funds of the Society shall be paid to the Treasurer, or to such person as shall be designated by the Board for that purpose. The fiscel year of the Society shall begin on the first day of October in each year. Section 2. The Treasurer, or other persons designated to receive subscription, shall make monthly reports of all sums received to the Board or committee to which the authority of the Board is delegated. ARTICLE VI Meeting of the Society Section 1. The annual meeting of the Society shall be held on the second !Aonday in October of each year, at such place as the Board shall designate. The Board may also call a special meeting of the Society at any time. Section 2. Any ten members of the Society shall have the power to require the President to call a special meeting by written request, specifying the business to be brought forward, and the President shall thereupon call a meeting within I twenty days. Section 3. (a) Every meeting of the Society shall be announced at least five days previously by advertisement in the official organ of the Society or in some daily ;raper published in the City. (b) Ten members shall constitute a quorum. (c) At any spe- cial meeting only such business ahall be transacted as was specified in the notice of such meeting. Section 4. The Board shall submit to the annual meeting a report of its proceed- ings during the past year. It shall also submit a statement of the financial condition of the Society and of its income and expenditures during the past year, and an estimate of ex- penses for the current year, and such further suggestions and statements as it may deem ex- pedient. ARTICLE VII This constitution may be amended by the resolution of a two-thirds vote of a meeting of the Board at which at least twelve elective members shall be present, notice of such amendment . having been already given by sending a copy thereof to each member of the Board at least five days previous to the meeting at which it is to be considered. By -Laws of the Board of Directors 1 Order of Business The order of business shall be: 1. Roll Call. 2. Minutes. 3. Treasurer's report 4. Report of Executive Secretary. 5 Reports of committee. 6. Unfinished business. 7. Miscellaneous business. II Treasurer The Trd''asurer shall have charge of the funds of the Society, shall collect all income thered', and shall render monthly reports of the condition of the treasury. III Executive Secretary The Board of Directors shall appoint an Executive Secretary who shall be the executive acting for the Society. he shall make a monthly report of receipts and disbursements to the Board, and keep a detailed list of all gifts. he shall act under the orders of the Board or Ex- ecutive Committee. he shall exercise a general supervision over the work of the Society. IV Recording Secretary The Recording Secretary shall attend all meetings of the Society and Board, and keep the minutes of the same. ne shall give notice of all meetings, and keep such records as are re- quired. rie shall notify the officers and all members of committees of their appointment. • V Other Officers Other officers ahall have such titles and perform such duties as may from time to time be assigned to them by the Board. VI Standing Committes Section 1. The President of the Board shall appoint annually at the first meeting of the • Board the following Standing Committes, (other than the Lxecutive Committee provided for in the following paragraph (a) of which he and the first Vice -President shall be ex-officio members. (a) Executive Committee to consist of the rresident (or any Vice -President, if the President wishes to delegate his duties on this Committee to him), the Secretary and the Treasurer. (b) An Advisory Case Committee, to consist of two members, with power to in- crease its own membership. (c) A Membership Committee to consist of not less than five appointed members. (b) ►such other committees as may from time to time be created by vote cf the Board of Directors or the Executive Committee or appointed by the President, which ap- pointments shall be for the ensuing ;ear and until their successors are appointed. Of com- mittees consisting of five members or more, three shall constitute a quorum; and of those consisting of less than five, two shall constitute a quorum. The President shall have power at any time to appoint additional members of any of these committees. Members of the Society' may be appointed on such committes other than the Executive Committee, whether they be mem- bers of the Board or not. Section 2. The duties of the above committes shall be as follows: • (a) The Executive Committee shall act for the Board in the interin of its sessions, and shall oversee and direct the work of the Society. It shall keep a.record of its proceedings, and report at each meeting of the Board. (b) The Advisory Case Committee shall act in an ad- visory capacity to the Executive Secretary in handling of cases brought to its notice. (c) Committee of membership shall be charged with increasing the membership of the Society from those eligible under Article III, Section 1, of the Constitution, and keep a list of the names and addresses of the members. (d) The other committees which may be appointed by virtue of paragraph d of Section 1 of this Article shall perform such duties as shall be prescribed for them by the Board of Directors. Adopted "►arch 10, 1930 Recorded June 22, 1931 at 9:22 A. ►A. - , ,5" �0�(`T.Ti'.RK Certificate as to Consent Certificate as to Consent of Stockholders of New York of State Electric & Gas Corporation to Execution of Supple - Stockholders of New York State mental Indenture of Mortgage dated February 2, 1931, pur- Electric & Gas Corporation to Execution of Supplemental Inden- suant to Section 16 of the Stock Corporation Law. ture of Mortgage, Etc. We, the undersigned officers of New York State Electric & ----------------------------- --X Gas Corporation, a corporation of the State of New York, • pursuant to Section 16 of the Stock Corporation Law of said State, hereby certify: 1. That C. A. Dougherty is a Vice -President and J. F. McKenna is Secretary of said corpor- ation. 2. That the holders of the total number of shares of said corporation outstanding entitled to vote thereon gave their consent in writing to the execution and delivery by said Corporation of a Supplemental Indenture of Mortgage, dated February 2, 1931, to The Chase National Bank of the City of New York, as Trustee (by succession to The Equitable Trust Com- 363 9 P� n pany of New York) under the Indenture of Mortgage of said Corporation, dated as of July 1, 1921, for the purpose inter alia of amending said Indenture of Mortgage in certain respects, which Indenture of Mortgage has been heretofore recorded in certain counties in the State of New York, including the County of Tompkins, in which it was recorded on the 23 day of February, 1922, in Liber 126 of Mortgages, page 329. IN VIITNESS WHEREOF., we have respective- ly made and subscribed this certificate this 17 day of March, 1931 aTATE OF' NEW YORK ) C. A. Daugherty, Vice President. ss: COUNTY OF NEW YORK ) J. F. McKenna, Secretary. On this 17th day of March, 1931, before me personally came C. A. Daugherty and J. F. McKenna to me known to be the persons described in and who executed the foregoing certificate of Con- sent and they thereupon severally duly acknowledged to me that they executed the same. (SEAL) Edward F. Huber Edward F. Huber, Notary Public, New York Co. Clk. No. 569, Reg. No. 1 H 1 A Kings Co. Clk. No. 127, Reg. No. 1408, Ctf. Filed Westchester Co. Clk & Reg. Ctfs. Filed Nassau and Suffolk Cos. Commission Expires March 30, 1931 STATE OF NEW YORK No. 74147 Series C. ss: COUNTY OF NEV, YORK I, Daniel E. Finn, Clerk of the County of New York, and also Clerk of the Supreme Court for the said County, the same being a court of Record, having a seal, DO HEREBY CERTIFY, That Edward F. Huber, whose name is subscribed to the deposition or certificate of the proof or aclmowledgment of the annexed instrument, and thereon written, was at the time of taking such deposition or proof and acknowledgment, a Notary Publb ill and for such County, duly commissioned and sworn, and authorized by the laws of said State, to take depositions and to administer oaths to be used in any Court of said State and for general pur- poses: and also to take acknowledgments and proofs of deeds, of conveyances for land, tene- ments or hereditaments in said State of New York. And further, that I am well acquainted • the handwriting with of such Notary Public, and verily believe that the signature to said de- 1position or certificate of proof or acknowledgment is genuine. IJ TESTIMONY WHEREOF, I have 1hereunto set my hand and affixed the seal of the said Court and County, the 25 day of June, 1931. (SEAL) Daniel E. Finn, Clerk STATE OF NEW YORK C. A. Daugherty and J. F. McKenna, being duly sworn, depose and ss : COUNTY OF NEVJ YORK say and each for himself deposes and says that he, C. A. Daugh- erty, is a Vice President of New York State Electric & Gas Corporation, and he, J. F. McKenna is the Secretary thereof; that he has read the foregoing certificate of consent of stockhold- ers, and that he knows the contents thereof and that the same is true to his own knowledge. Subscribed and sworn to before C. A. Daugherty, me this 17 day of March, 197.11 J. F. McKenna Edward F. Huber (SEAL) Edward F. Huber, Notary Public, New York Co. Clk. No. 569, Reg. No 1 H 1 A Kings Cc, Clk. No. 127, Reg. No. 1408, Ctf. Filed Westchester Co. Clk & Reg Ctfs. Filed Nassau and Suffolk Cos. Commission Expires March 30, 1931. STATE OF NEW YORK No. 74148 Series C ss: COUNTY OF NEN YORK I, Dani A .,l E. Finn Clerk k of the County of New York, and also Clerk of the Supreme Court for the said County, the same being a Court of Record, having a seal, DO HEREBY CERTIFY, That Edward F. Hubei' whose name is subscribed to the deposition or cert- ificate of the proof or acknowledgment of the annexed instrument and thereon written, was, at • the time of taking such deposition, or proof and acknowledgment, a Notary Public in and for such County, duly commissioned and sworn, and authorized by the laws of said State, to take depositions and to administer oaths to be used in any Court of said State and for general purposes; and also to take acknowledgments and proofs of deeds, of conveyances for land, tene- mentsor hereditaments in said State of New York. And further, that I am well acquainted �^its the handwriting of such Notary Public, and verily believe that the signature to said deposit- ion or certificate of proof or acknowledgment is genuine. IN TESTIMONY ``NHEREOF, I have here- 26 -t unto set my hand and affixed the seal of the said Court and County, the 25 day of June, 1931 (SEAL) Daniel E. Finn, Clerk Filed and Recorded July 11, 1931 at 10 A. M. C ,Certificate of Incorporation CERTIFICATE OF INCORPORATION OF WELLS BROS. & CO. INC. of Pursuant to Article II of the Stock Corporation Lavr. Wells Bros. & Co. Inc. Etc. "Ive, the undersigned, desiring to form a business corporation, CD • -----' -'------------- -- - --- - -X pursuant to Article 11 of the Stock Corporation Law of the State of tdpw York, do hereby make, subscribe and acknowledge this certificate in duplicate (I. The Name the of proposes corporation is dwells Bros. & Co. Inc. II. The purposes for which for that purpose as follows:/ To do general mercantile business and to conduct a store or stores (the corporation is to be formed are as follows:/ for the sale of any and all kinds of merchandise; to carry on any and all of the business of dry • clothing= goods,/clotriing manufacturing, furriers, haberdashers, hosiers, manufacturers, importers, wholesale and retail dealers of and in textile fabrics of all kinds, milliners, dressmakers, cloak makers, tailors, hatters, clothiers, furnishers, outfitters, glovers, lace manufacturers boot and shop manufacturers and dealers, importers, wholesale and retail dealers of and in all kinds of leather goods; to buy, sell and deal in bonds, notes and mortgages, stock or other (securities or investments; to loan money secured by mortgages on oersona.l property or real property, with full power to borrow such money as it might be required for the purposesof the business; to grant to other persons or corporations the right or privilege to carry on any business on the premises of thecorporation on such terms as the corporation shall deem ex- pedient or proper, and to transact all and any other business which may be necessary or in- cidental or proper to the exercise of a general merchandise business; to make and carry out contracts of every kind that may be necessary or conducive to the accomplishment of any of the purposes of the corporation; to have the right pursuant to the law of the State of New York to conduct and transact business outside of the State of New York, and hold and own prop- • erty outside of the State of New York, and to exercise outside of the State of New York any function or power sho,an under this Charter and not prohibited by the law of the State of New or by the State or countrywhere the business is to be transacted, or the property owned. III. The total number of shares that may be issued by the corporation is five hundred. No shares are to have a par value. The number of sharps, which are to be without par value, is five hundred. The capital of the corporation shall be at least equal to the sum of the aggre- gate par value of all issued shares having par value, plus the aggregate amount of considerat- ion received by the corporation for the issuance of shares without par value, plus such amounts as, from time to time by resolution of the board of directors, may be transferred thereto. IV. The principal office of the corporation is to be located in the City of Ith.a.ca, County of Tompkins and State of New York. V. The duration of such corporation is to be perpetual. VI. The number of the directors of the corporatioI shall be three. VII. The names and post office addresses of the directors, until the first annual meeting of the stockholders, are as follows: • Name Post Office Address Martin Wells 201 E. State Street, Ithaca, N. Y. Aaron Wells 55 S. Main Street, Akron, Ohio Leo Wells 55 S. Alain Street, Akron, Ohio VIII. The names and Post Office Addresses of each subscriber of this certificate and statement • of the number of shares of stock which each agrees to take are as follows: Name Post Office Address No. of Shares Martin Wells, 201 E. State Street, Ithaca, N. Y. 34 Aaron Wells 55 S. Main Street, Akron, Ohio 33 Leo Wells 55 S. Main Street, Akron, Ohio 33 IRR erg IX. All of the subscribers of this certificate are of full age; at least two-thirds of them -6 • 0 are citizens of the United States, and at least one of them is a resident of the State of New York aleast one of the persons name,:�,as directors is a citizen of the United States and a resident of the State of New York. X. The meetings of the Board of Directors are to be held ,only within the State of New York- IN 'J�ITNESS WHEREOF., we have made, subscribed and acknowledged this certificate in duplicate. Martin Wells Dated, June loth, 1931 Aaron Wells STATE OF NEW YORK Leo Wells ss: COUNTY OF TOUPKINS On this loth day of June, 1931, before me, the subscriber, per- sonally appeared Martin Wells, to me personally known to be the same person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed the same. Bert T. Baker, Notary Public STATE OF NEW YORK On the loth day of July, 1931, before me, the subscriber, person- ss: COUNTY OF TOYIPKINS ally appeared Aaron Wells, and on the 14th day of July, 1931 per- sonally appeared Leo Wells, to me personally known to be the same persons described in and who executed the foregoing instrument, and they severally acknowledged to me that they exec- uted the same. Bert T. Baker, Notary Public STATE OF NEOV` YORK 3126 I CERTIFY THAT i have compared the preceding copy ss: DEPARTMENT OF STATE with the ori�:inal Certificate of Incorporation of Wells Bros & Co. Inc. filed in this department on the 15th day of July, 1931, and that such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this fifteenth day of July, one thousand nine hundred and thirty-one. • (SEAL) Frank S. Sharp, Deputy Secretary of State STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF FINANCE AND AUDIT Edward J. Flynn, Secretary of State Harold J. Fisher, Cashier Grace A. Reavy, Executive Deputy John F. Cox, Assit Cashier • Albany, July 15, 1931 Received from Wells Bros. & Co. Inc. Twenty-five Dollars in payment of tax under section 180 of the Tax Law, as follows: 1/20 of 1 per cent on consisting of --- shares par value ---- each Five Cents per share on 500. shares 'without- par value $25.00 DEPARTMENT OF STATE by H. J. Fisher Cashier. (ENDORSED) CERTIFICATE OF INCORPORATION of WELLS BROS & CO. INC. Pursuant to Article II of the Stock Corporation Law. Dated, June loth, 1931. STATE OF NEW YORK DEPARTMEi4T OF STATE FILED Jul 15 1931 TAX $25- FILING FEE $30- Edward J. Flynn, Secretary of State By H. J. Fisher, Cashier Filed and Recorded July 16, 1931 at 10:15 A. M. Certificate of Reclassification . N&'J YORK STATE ELECTRIC & GAS CORPORATION of : CERTIFICATE of RECLASSIFICATION of Shares, Without Par Shares without par value of New . Value, of New York State Electric & Gas Corporation, pur- York State Electric & Gas Corp- oration Ftc. suant to section 36 of the Stock Corporation Law. ---------------------------------X We, the undersigned, being the Vice -President and the Secretary respectively of New York State Electric & Gas Corporation, do hereby certify as follows: 1. The name of the Corporation is New York State Electric & Gas Corporation. The name under which it was originally incorporated was Itnaca Gas Light Company. 2. The Cert- ificate of Incorporation of said Corporation was filed in the office of the Secretary of State on October 28, 1852. 3. The total number of shares which it is already authorized to issue is One Hundred and Fifty Thousand (150,000) shares, all of which are without par value. 4. The shares already authorized are classified into preferred stock and common stock. The number of shares of preferred stock is Ninety Thousand (90,000) sharps =�ae�-the-number-a£-shares of preferred steep is-Ninety-Tha-usand kP91099) shapes and the number of shares of common stock is Sixty Thousand (60,000) shares. The designations, preferences, privileges and voting powers or restriction or qualification of and applicable to the preferred stock and common stock res- • pectively, are as follows: 1. The holders of the preferred stock shall be entitled to receive fro,i the surplus of the corporation available for dividends, but only if, as and -r�hen declared by the Board of Directors, dividends at the rate of Seven Dollars (7.00) per share per annum and no more, payable quarterly on the first day of January, April, July and October in each • year. Such dividend for any quarrtlerly dividend period shall be declared and paid or set aside from surplus in full for such quarterly dividend period at the rate hereinabove specified be- fore any dividend shall be declared or paid or set aside from surplus on the common stock in such quarterly dividend period. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay a dividend of the prescribed amount on the preferred stock, then a dividend to the extent of such surplus as is available may,never- theless, be declared by the Board of Directors in its discretion, and such amount so declared shall be divided pro rata among the shares of preferred stock then outstanding. Such dividends shall be non -cumulative, and whenever the Board of Directors shall have declared a dividend upon the preferred stoc$ for any quartlerly dividend period in full at the rate hereinabove prescribed and shall have paid the same or set aside from surplus a sum sufficient for the 1payment thereof, the Board of Directors may thereupon, during said quarterly dividend period for which dividends on the preferred stock at the full rate hereinabove prescribed shall have been declared, but not otherwise, declare dividends on the common stock, payable then or • thereafter out of any remaining surplus. The preferred stock shall not be entitled to parti- cipate in or receive any dividends or share of surplus; whether payable in cash, stock or property, in excess of the non -cumulative dividends declared by the Board of Directors at the rate hereinabove prescribed. 2. In the event of any liquidation, dissolution or winding up (whether voluntary or involuntary) of the Corporation and the distribution among the stock - holders thereof of the assets of the Corporation remaining after the payment of creditors. (a) The holders of the preferred stock shall be entitled to be paid the sum of One Hundred Dollars ($100.00) per share, before any amount shall be paid to, or assets distributed among, the holders of the common stock, and, (b) after the payment to, ur setting aside for, the hold- ers of the preferred stock of the amount above provided, but not otherwise, all of the remain- ing assets and funds shall be distributed wholly and exclusively among and paid to the holders of the common stock, pro rata, according to their respective shares. 3. At the el---ction of the Corporation to be exercised by resolution of its Board of Directors, the oreferred stock, in whole or in part, may be redeemed at any time and from time to time on any dividend payment • date, upon thirty days previous notice given in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price of One Hundred Dollars ($100.00) per share, but without interest thereon. In the event that a part and not the whole of the pre- ferred stock shall be redeemed, the shares to be redeemed shall be determined in such manner • as shall be prescribed by the by-laws or by resolution of the Board of Directors. From anA af- ter the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in the payment of the redemption price pursuant to such notice) all divi- dends on the stock so called for redemption shall cease and all rights of the holders thereof as stockholders t4ao-_P-eo-f of the Corporation, except the right to receive the redemption price (without interest thereon as aforesaid) shall cease and teminate. 4. No holder of stock of is 267 en M the Corporation of whatever class, with the exception of the common stock, shall have any preferential or other right of subscription to any shares of any class of stock of the Corp - ,oration issued or to be issued or sold, now or hereafter authorized, or to any obligations convertible into stock of the corporation of any class other than such, if any, as the Board of Directors in its discretion may determine. No shares of stock or obligations convertable • into stock of the Corporation of any class shall be issued, sold or otherwise disposed of un- less and until (a) the same shall have been first offered for subscription to the holders of I'the common stock of the corporation upon such terms as the Board of directors shall prescribe (not less favorable than any other offers received or to be received therefor) and the holders of common stock shall have failed or declined to subscribe for the same, or, (b) the holders • of a majority of the common stock shall have waived their right of subscription with respect thereto. 5. The preferred stock shall be non -voting and in consideration of the preferences herein created in favor of the holders of the preferred stock, as aforesaid, the holders of the preferred stock shall and do hereby waive and relinquish, in favor of the common stock, and are hereby specifically excluded from all voice and vote in the election of directors, in the management of the Corporation, in any proceeding for mortgaging its property and franch- ises pursuant to section sixteen, for guaranteeing the bonds of another corporation pursuant to section nineteen, for sale of its franchises and property pursuant to section twenty, for establishing priorities or creating preferences among its several classes of stock pursuant to section thirty-six, for consolidation pursuant to section eighty-six or for volunatry dis- solution pursuant to section one hundred and five, of the stock Corporation Law, or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substituted therefor or to any other provision of law now or hereafter in force, or for change • of name pursuant to the General Corporation Law or any other law, or in any other provision or upon or in respect of any other matter or question requirLng the vote or consent of stock- holders now or hereafter provided by law, the preferred stock being specifically excluded from the right to vote in any such proceeding or upon or in respect of any such matter or ouestion las fully and with the same force and Affect as if such proceeding, matter or question were named herein all such voice and vote being hereby expressly expressly/vested exclusively in and reserved to and for the holders of the common stock. 5. One The number of shares of each class issued and outstanding is Forty/Thousand Eight Hundred Four (41884) shares of Preferred Stock and Four Thousand Six Hundred (4,600) shares of Common Stock 6. The statement respecting its capital contained in its Certificate of Incorporation, as ti- heretofore amended, is to remain unch_nged and is as follows: The Corporation shall carry on business with a stated capital consisting of the aggregate of the amounts received by it as a consideration for the issuance of its shares with no nominal or par value, the aggregate par value of all issued and outstanding shares, if any, having a nominal or par value and such additional amounts as from time to time may by resolution of the Board of Directors be trans- ferred thereto. 7. The total number of shares including those previously authorized, T1,rhich the Corpor-ation may henceforth have is One Hundred Fifty Thousand (150,000) shares, all of which are to be without par value. 8. Said shares are to be classified into Class A Common Stock and Class B Common Stock. Ninety Thousand (90,000) shares thereof, consisting of the present authotized Preferred Stock of Ninety Thousand (90,000) shares are to be Class A Common • Stock, and Sixty Thousand (60,000) shares thereof, consisting of the present authorized Common Stock of Sixty thousand (60,000) shares are to be Class B Common Stock. The designations, pre- ferences, privileges and voting powers or restrictions or qualifiactions of and applicable to the Class A Common Stock and Class B Common Stock respectively, are as follows: The holders of the Class A Common Stock shall not be entitled to vote. The holders of the Class B Common Stock shall have the unqualified and unrestricted right at all times to vote. In all other holders of the Class A Common Stock and the respects, the,`holders of the Class B Common Stock shall have equal rights. No shares of stock cf `. ' .1-11 of the Corporation of any class or classes now or hereafter authorized in addition to the shares of stock of the Corporation now issued and outstanding, shall be offered for sals or subscription unless the same shall first be offered for subscriotion to the holders of the Class A Common Stock and the holders of the Class B Common Stock proportionately in accord - ante with the number of shares of said classes he'd by them,respectively. IN FITNESS WHEREOF, we have made, subscribed and acknowledged this certificate this 16th day of July, 1931 • STATE OF NEV; YORK ) M. C. OlKeeffe, Vice President ss: COUNTY OF New York J. F. McKenna Secretary On this 16th day of July, 1931, before me personally came M. C. OtKeeffe and J. F. McKenna, to me known and known to me to be the persons described in and who executed the foregoing • certificate and severally duly acknowledged to me that they executed the same. Joseph A. Shields, Joseph A. Shields, Notary STATE OF NEW YORK Public. Queens Co. Clerkt s No. 1658, Registert s ss: No. 1039 N. Y. Co. Clerk's No. 62 Register's No COUNTY OF NEYr YORK 2-S-31 Commission Expires March 30, 1932 M. C. O'Keeffe and J. F. McKenna being duly sworn, depose and say and each for herself and himself, deposes and says that she M. C. OtKeeffe, is Vice -President of New York State Electric & Gas Corporation, and he, J. F. McKenna, is the Secretary thereof that they have been duly authorized to execute and file the foregoing certificate of reclassification of shares, without par value, by the votes cast in person or by proxy, of the holders of two- thirds of the outstanding shares of said corporation entitled to vote thereon, that they have also been duly authorized to execute and file the foregoing certificates by the votes cast in person or by proxy, of the holders of two-thirds of the outstanding shares of each class en- titled to vote thereon, and that such votes were cast at a stockholderst meeting held at No. 61 Broadway, ir: the City of New York, State of hew York, on the 16th day of July, 1931 at 4.00 otclock P. N. upon notice pursuant to Section forty-five of the Stock Corporation Law. • Subscribed and sworn to before M. C. O'Keeffe me this 16th day of July, 1931 J. F. McKenna Joseph A. Shields Joseph A. Shields Notary Public, Queens Co. Clerk's No. 1658, Registers No. 1039 N. Y. Co. Clerk's No. 62, Register's No. 2-S-31 Commission expires March 30, 1932 3046 STATE OF NEW YORK 1 Certify That I have compared the preceding copy with the orig- ss: DEPARTMENT OF STATE inal Certificate of Reclassification of Shares of NEW YORK STATE ELECTRIC & GAS CORPORATION, filed in this department on the 18th day of July, 1931, and that such copy is a correct transcript therefrom and of the whole of such original. V,'ITNESS my hand and the official seal of the Department of State at the City of Albany, this eighteenth day of July, one thousand nine hundred and thirty-one. (SEAL) Frank S. Sharp, Deputy becretary of State (ENDORSED) New York State Electric and Gas Corporation Certificate of reclassification of Shares, without par value, of New York State Electric & Gas Corporation, pursuant to Section 36 of the Stock Corporation Law. STATE OF' NEW YORK DEPARTMENT OF STATE FILED Jul. 18, 1931 • TAX $ None FILING FEE $20- EDWARD J. FLYNN, Secretary of State By H. J. Fisher, Cashier. Filed and Recorded July 20, 1931 at 10:35 A. M. Certificate of Incorporation We, the undersigned for the purpose of forming a • of corporation pursuant to Article 7 of the Coperative Belmont Co-operative G.L.F. Service, Corporation Law of the State of New York, do hereby Inc., pursuant to Article 7 of the Co-operative Corporation Law of the make, sign, acknowledge and file this certificate for State of New York that purpose as follows: 1. That all the undersigned --------------------------------------X persons are of full age; all citizens of the United Statesand all are resident of the State of New York. 2. The name of the proposed Corporation is Belmont Co-operative G. L. F. Service, Inc. 3. The purposes for which it is to be formed `69 are: a. To conduct a general producing, manufacturing, warehousing or merchandising process- ing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-oper- ative Corporation Law of the State of New York, in articles of common use including farm pro- ducts, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or least homes or farms for its members, to build or conduct housing or eating • places cooperatively. b. To do all and everything incidental and necessary for the accomp- lishment of any of the purposes or the attainment of any of the objects of the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corporations firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares • of which number of shares 4000 shares are to have a par value of $5 each to be known as six per cent non -cumulative preferred stock; and 1000 shares of the par value of $5 each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: the common Capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear anJ receive a preferred dividend at the rate of six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissol- ution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of divi- dends upon all preferred stock of the corporation shall be on the first day of July of each • year. The principal business office is to be located in the City of Ithaca, County of Tomp- kins and State of New York. 7. Its duration is to be perpetual. 8. The number of its dir- ectors is five. 9. The names and post office addresses of the directors until the first annual meeting of the st-,ckholders are as follows: Harry Bull Campbell Hall, N. Y. Wm. I. Myers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca Rd., Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Alice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the united States and residents of the State of New York. Directors shallnot be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share A. M. Lockwood Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis ti ittt 11 tt 1 share 12. The following provisions are adopted for the regulations of the business and conduct of • the affairs of the corporation. a. No transaction, right or liability entered into, enjoy- ed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any • and all disability which otherwise might prevent him fromcontracting with the corporation for the benefit of'himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time shall determine whether to what extent, at what times and places and under what conditions and regulations, the ac- counts, bo_ks and papers of,the corporation, or any of them, shall be open to the inspection of trr stockholders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stockholders. c. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be establish- ed, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, es- tablish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributi ns and specify the persons for which it does or shall do or conduct busi- ness or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corp- oration and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this cert- ificate in duplicate, dated this llth day of July 1931. STATE OF NEW YORK ss: COUNTY OF TOMPKINS Sherman Peer A. M. Lockwood Charlotte Davis On this llth day of July, 1931 before me the subscriber personally appeared Sherman Peer, A. M. Lockwood and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Recorded July 21, 1931 at 1:45 P. M. , — ____ - //X1_ �� Certificate of Incorporation We, the undersigned for the purpose of forming a corpor- of ation pursuant to Article 7 of the Cooperative Corpo rat - Constable Co-operative G.L.F. ion Law of the State of New York, do hereby make, sign, Service, Inc. Pursuant to Article 7 of the Co-operative acknowledge and file this certificate for that purpose Corporation Law of the State of New York as follows: 1. That all the undersigned persons are of ----------------------------------X full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Constable Co-operative G. L. F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing business on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in Articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or least homes or farms for its members, to build or conduct housing or eating places cooperatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects of the furtherance of any of L.] n U M en M the powers hereinbefore set forth individually or as agent, either alone or in association with other corporations firms or individuals. 4. The amount of capital stock is 25,000. 5. The number of shares of which the capital stock shall consist is 5000 sharps of which num- ber of shares 4000 shares are to have a par value of $5 each to be known as six per cent nnn- cumulative preferred stock; and 1000 shares of the par value of $5. each to be known as com- mon stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six per • cent per annum before any dividends whatsoever may be declared or paid upon common capital stock, Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the cori)or- ate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: II :harry Bull Campbell Hall, N. Y. Wm. I. Myers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca. Rd. Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Alice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. • 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share A. M. Lockwood Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis 11 11 +1 It It 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, enjoy- ed or incurred by or in respect of the corporation shall be effected by the fact that any directors shall be effected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might pre- vent him from contracting with the corporation for the benefit of himself, or any firm assoc- iation or corporation, in which in anywise he may be interested. b. The Board of Directors, • from time to time, shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts books and papers of the corporation, or any of them shall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred • by law, or authorized by the Board or the stockholders. c. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the 2271 same be any of the original authorized capital or of any increase thereof, without first offer- ing the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, dis- tribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebted- ness, and its earnings and savings after deduction of reserve and other funds and amounts re- quired or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re- • adjust the amounts, terms, conditions and manner of such distributions and specify the persons,' for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading or representation, such persons, as shall be considered and taken into account for the purpose of such distribution so that outside purchasers of merchandise to be sold b or • p goods, or m .,r y through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it shall not be entered, considered or accounted for in the distribution of pro- fits, earnings or savings only and in so far as the directors may determine to be for the ad- vantage and best interests of the corporation and the persons for whicn it does business pur- suant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this llth day of July, 1931 Sherman Peer A. M. Lockwood STATE OF NEW YORK '-harlotte Davis ss: COUNTY OF TOMPKINS On this llth day of July, 1931, before me the subscriber person- ally appeared Sherman Peer, A. M. Lockwood and Charlotte Davis, to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they sev-' erally duly acknowledged to me that they executed the same. Recorded July 21, 1931 at 1:45 P.. M. Certificate of Incorporation of Fort Covington Co-operative G.L.F. Service, Inc. Pursuant to Article 7 of the Co-operative Corporation Law of the State of New York Elsie S. Wray, Notary Public • : We, the undersigned for the purpose of forming a torpor- : ation pursuant to Article 7 of the Copperative Corpor- ------------------------------------ X ation Law of the State of New York, do hereby make, sign acknowledge and file this certificate for that purpose as follows: 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Fort Covington Co-operative G.L.F. Service, 1nc, 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, process- ing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operat- ive Corporation Law of the State of New York, in articles of common use including farm products food supplies, farm machinery and supplies and articles of domestic and personal use; to buy • sell or least homes or farms for its members, to build or conduct housing or eating places cooperatively. b. To do all and everything, incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the objects or thD furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with • other corporations firms or individuals. 4. The amount of capital stock is 25,000. 5. the number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5 each to be known as six per cent noncum- ulative preferred stock; and 1000 shares of the par value of �5 each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or a� qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided byT law; the pre- ferred capital stock shall bear and receive a preferred dividend at the rate of six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other term- ination of the business of the corporation, the preferred capital stock shall be paid, satis- fied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all prefer- red stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stock holders are as follows: Harry Bull, Campbell Hall N. Y. Wm. I..Myers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Sherman Peer, 401 highland Rd. Ithaca, N. Y. Alice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. 10. All to the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a. statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share A. M. Lockwood Seneca Building Ithaca, N. Y. 1 share Charlotte Davis if It If n it 1 share 12. The following provisions are adopted for the regulation of the business and conduct of • the affairs of the corporation. a. No transaction, right or liability entered into, enjoy- ed or incurred by or in respect of the corporation shall be Affected by the fact that any director or directors of the corporation are or may have been personally interested in or r concerning the same, and each director of the corporation is hereby relieved -of and from any and all disability which otherwise might prevent him from contracting with the corpaution for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, fro:, time to time shall determine whether, to what extent, at what times and places and under what conditions and regulations, the accounts books and papers of the corporation, or any of them shall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the 2"M73 stockholders. c. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then existing • and all such sales may be made upon such terms and conditions as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the co-operative Corporation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capital stock and. not to • exceed six per cent interest upon its indebtedness and its earnings and savings, after deduc- tion of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and gquitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms conditions and manner of such 274 distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall de- signate by classes of dealing, trading or representation, such persons, as shall be consider- ed and taken into account for the purpose of such distribution, so that outside purchasers of goods or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered • or accounted for in the distribution of profits, earnings or savings only and in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this llth day of July, 1931. • STATE OF NEW YORK ss: COUNTY OF TOMPKINS Sherman Peer A. M. Lockwood Charlotte Davis On this llth day of July, 1931 before me the subscriber personally appeared Sherman Peer A. M. Lockwood and Charlotte Davis, to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Recorded July 21, 1931 at 1:45 P. M. Certificate of Incorporation We, the undersigned for the purpose of forming a corp- of oration pursuant to Article 7 of the Cooperative Corp - Odessa Co-operative G.L.F. Service, oration Law of the State of New York, do hereby make, Inc. Pursuant to Article 7 of the Co-operative Corporation Law of sign, acknowledge and file this certificate for.that the State of New York. purpose as follows: 1. That all the undersigned per- sons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is ODESSA CO-OPERATIVE G.L.F. SERVICE, INC. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing,, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy or conduct sell or least homes or farms for its members, to build/housing or eating places cooperatively. b. To do all and everything incidental and necessary for the accomplishment of any of the pur- poses or the attainment of any of the objects of the furtherance of any of the powers herein - before set forth individually or as agent, either alone or in association with other corpora- tions firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 sharps of which number of shares 4000 shares are to have a par value of $5 each to be known as six per cent non -cumulative pre- ferred stock; and 1000 shares of the par value of $5 each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifica- tions of the shares of each class are: The common capital stock shall have all the voting po- wer of the corporation, excepting as otherwise, expressly provided by law; the preferred cap- ital stock shall bear and receive a preferred divided at the date of six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such divi- dends shall be non -cumulative. In case of the winding up, dissolution or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred • • 275 n �n n V'� stock of the corporation shall be on the first d_17 of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and Stag of New York. 7. Its duration. is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the fig°st annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. is V:'m. I. Myers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Alice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post • office addresses of the subscribers to this certificate and a statement of the number of sharps of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share A. IM. Lockwood Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis it rr 11IT 11 1 sharp 12. The following provisions are adopted for the regulation of the business -end conduct of the affairs of the corporation. a. No transaction, right or liability enured into, enjoy- ed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of the corporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time shall determine whether, to what extent, at what times and places and under what conditions and regulations, the • accounts, books, and papers of the corporation, or any of them shall be open to the inspect- ion of the stockholders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board of the stockholders. e. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original auth- orized capital or of the increase thereof, without first offering the same to the stockhold- ers then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, own- ing and holding of stock as fully and to the extent as authorized by the Co-operative Corpor- ation Law. d. The corporation may pay not to exceed six per cent, dividends upon its capit- al stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, Bash or evidences of indebtedness or in services, proportionately and equitably among the persons for rrhich it does • business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall de- termine, fix, establish and from time to time modify or re -adjust the amounts, terms, condit- ions and manner of such distributions and .specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases • or otherwise, and shall designate by classes of dealing, trading or representation, such per- sons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or sav- ings only and in so far as the directors may determine to be for the advantage and best in- terests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF,, we have made, signed, acknowledged and filed this certificate'in duplicate, dated this llth day of July, 1931. STATE OF NEW YORK ss: COUNTY OF TOMPKINS Sherman Peer, A. M. Lockwood Charlotte Davis On this llth day of July, 1931, before me the subscriber personally appeared Sherma Peer, A. M. Lockwood and Charlotte Davis, to me known to be the same persons described in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Recorded July 21, 1931 at 1:45 P. M. U Certificate of Incorporation Executed in Triplicate of : CERTIFICiTE OF INCORPORATION OF THE COMSTOCK PUBLISH - The Comstock Publishing Company Inc. : ING COMPANY, INC. Pursuant to Article 2 of the Stock --------------------------------------X Corporation Law of the State of New York. We, the undersigned, for the purpose of forming a corporation pursuant to Article 2 of the Stock Corporation Law of the State of New York, do hereby certify 1. That the name of the proposed corporation shall be the Comstock Publishing Company, Inc. 2. That the purposes for which it is to be formed and the nature of the business and the objects and purposes to be transacted, promoted and carried on are to compile, compare, edit, print,,publish, import, export, circulate, distribute, buy, sell and deal in books, pamphlets, circulars, posters. newspapers, magazines, literature, music, pictures, tickets, cards, advertisements, letter and bill heads, envelopes, legal,' commercial and financial forms and blanks of every kind; to maintain, and carry on a general publishing and printing business wherein books and • printed matter of all kinds may be written, edited, published, printed, bought, sold, and otherwise dealt in; to manufacture, buy, sell, lease, import, export and generally deal in lantern slides, stereopticon views, motion picture. films and negatives, records for phono- graphs, talking machines, dictating and transcribing machines and other devices for the re- cording of sound; to manufacture, buy, sell, lease, import, export and generally deal in motion picture projecting machines, lanterns, steriopticon machines, phonographs, talking mach- ines, dictating and transcribing machines and any and all parts thereto; to acquire by purch- ase or otherwise = turn to account, license the use of, assign and deal with copyrights and intellectual properties of every kind; to carry on a general printing, engraving, lithograph- ing, electrotyping and publishing business in any and all branches thereof . To take, purch- ase own, exchange, hire, lease or otherwise acquire and to own and hold unlimitedly real es- tate within and without the State of New York and in any r)art of the world; to occupy, control maintain, manage, sell convey, exchange, lease, sub -lease or otherwise alienate or dispose of, or to mortgage or otherwise encumber, or to otherwise deal in real estate, whether improved or • unimproved, and any interest or'right therein. To borrow or raise money for the purposes of the company; to secure the same and any interest therein and for that purpose, or any other purpose; to mortgage and charge all or any part of the present, or after acquired, property, rights, and franchises of the company, and to issue promissory notes, drafts, bills of exchange • warrants, bonds, debentures and other negotiable or transferable instruments and evidences of indebtedness. To buy, lease or otherwise acquire the good will, franchises, rights and pro- perty, and the whole or any part of the assets, tangible or intangible, or to undertake or in any way assume any liabilities of any person, firm, association or corporation, and to pay for the same in cash, property or stock or bonds of this company, or otherwise; and to hold or in any manner dispose of the whole or any part of the property so acquired; to conduct, carry on, operate, manage, control, improve and develop the whole or any part of any business IS in M or property so acquired in the name of this corporation, provided only that such business is done that may be carried on by a corporation orgainized under the act under which this company is incorporated, and to exercise all the powers necessary or convenient in and about the con- duct and management of such business. To apply for, obtain, register, purchase, lease or otherewise acquire; to hold, use, own, operate and introduce and to sell, assign, pledge or • otherwise dispose of asiy and all copyrights, trademarks, formulae, secret processes, trade names and distinctive marks, patents., inventions, improvements and processes used in connec- ,tion with or secured. under letters patent or similar rights granted by the United States or any other country or govenrment, or otherwise, and to use,exercise and develop, grant licenses in respect to the same, or any interest therein and otherwise turn the same to account and to • carry on any business which the corporation may deem advantageous to effectuate the use, ex- ercise or development thereof, insofar as the same is not inconsl.stent with the Laws of the State of New York. To do and perform all and everything necessary, advisable, suitable, use- ful or proper for the accomplishment of any of the purposes or the attainment of any of the objects for the furt'neranee of any of the powers herein aet forth as principal or agent either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things incident.l or appurtenant to, or growing out of, or connected with any of the aforesaid purposes, objects or powers, or any part or parts thereof and to do any such acts or things to the same extent and as fully as natural person might or could do in any part of the world, and to exercise any or all implied powers and rights in the conduct of such business which the corporation may possess. To conduct and transact its business in any or all of its branches in any of the states, territories, colonies, or dependencies of the United States and the District of Columbia, and in any and all foreign countries; to have one or more offices therein; to hold, purchase, mortgage and convey real and personal property • without limit as to amount in any such state, territory, --olony, dependency district or for- eign country, but always subject to the laws thereof. It is the intention that each of the objects, purposes and powers specified in each of the paragraphs of this second article of this certificate of incorporation, shall except where otherwise specified, be in no wisp limited or restricted by reference to or inference from the terms of any other paragraph or any other article in this certificate of incorporation, but that the objects, purposes and powers spec- ified in this article and in each of the articles or paragraphs of this certificate shall be regarded as independent objects, purposes and powers, and the enumeration of specific purposes and powers, aR4 the eRuHiepatieR of spee}fie puppeses aR4 powers shall not be construed to re- strict in any manner the general terms and powers of this corporation, nor shall the expres- sion of one thing be deemed to exclude another, although it be of like nature. 3. The total number of shares that may be issued is one hundred, all of which are to be without par value. The capital of the corporation shall be at least equal to the sum of the aggregate par value • of all issued shares having par value, plus the aggregate amount of consideration received by the corporation for the issuance of sharps without par value, plus such amounts as from time to time, by resolution of the Board of Directors, may be transferred thereto. 4. The office of the corporation shall be located in the City of Ithaca, County of Tom;)kins and State of New York. 5. The duration of the corporation shall be perpetual. 6. The number of • directors shall be five and they shall not be required !o be stockholders. 7. The name and the postoffice addresses on the directors until the first annual meeting of the stockholders are NAIE POST OFFICE ADDRESS Livingston Farrand 27 East Avenue, Ithaca, New York Woodford Patterson 3 Central Avenue, Ithaca, New York Simon H. Gage 120' Roberts Place, Ithaca, New York George F. Rogalsky 205 Thurston Avenue, Ithaca, New York L. Nelson Simmons 319 Parkway, Ithaca, New York. R 77 8. The name and postoffice address of each subsc-riber of this certificate of incorporation and a statement of the number of shares which each agrees to take in the corporation are as fol- lows NAME POST OFFICE ADDRESS NO. OF SHARES Simon H. Gage 126 Roberts Place, Ithaca, N. Y. 40 George F. Rogalsky 205 Thurston Ave., Ithaca, N. Y. 30 L. Nelson Simmons 319 Parkway, Ithaca, N. Y. 30 9. All of the subscribers of this certificate are of full age, citizens of the United States and residents of the State of New York, and all of the persons named as directors are citizens of the United States and residents of the State of New York. 10. Meetings of the Board of Directors shall be held only in the State of New York. IN WITNESS WHEREOF! We have made and subscribed this certificate in triplicate this llth day of July, 1931 STATE OF NEW YORK SS: COUNTY OF TOMPKINS Simon H. Gage (L.S.) George F. Rogalsky (L. S.) L. Nelson Simmons (L.S.) On this llth day of July_ in the year One thousand nine hundred and thirty-one, before me personally came Simon H. Gage, George F. Rogalsky and L. Nelson Simmons, to me known to by the persons described in and who executed the foregoing certificate of incorporation and they thereupon severally duly acknowledged to me that they executed the same. STATE OF NEW YORK 3200 Rachel K. Bouton, Notary Public ss: DEPARTMENT OF STATE I Certify That I have compared the preceding copy with the ori- ginal Certificate of Incorporation of Comstock Publishing Company, Inc. filed in this depart - went on the 20th day of July, 1931, and that such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twentieth day of July, one thousand nine hundred and thirV- one. (SEAL) %dward J. Flynn, Secretary of State Grace A. Reavy, Executive Deputy Frank S. Sharp, Deputy Secretary of State Harold J. Fisher, Cashier John F. Cox, Assft Cashier STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF FIhkNCE AND AUDIT Albany, July 20, 1931 minimum Minimum Received from Comstock Publishing Company, Inc. Ten Dollars,/in payment of tax under section 180 of the Tax Law, as follows: 1/20 of 1 per cent on $----- consisting of ----- shares par value $----- each $ Five cents per share on 100. shares without par value $10.00 DEPARTMENT OF STATE By H. J. Fisher, Cahsier (ENDORSED) CERTIFICATE OF INCORPORATION OF THE COsuSTOCK PUBLISHING COMPANY, INC, PURSUANT TO ARTICLE 2 OF THE STOCK CORPORATION LAW. STATE OF NEW YORK Filed Jul, 20, 1931 TAX $10. FILING FEE 030. DEPARTMENT OF STATE Edward J. Flynn, Secretary of State By H. J. Fisher, Cashier Filed and entered July 22, 1931 at 1:35 P. M. ' c Certificate of Incorporation We, the undersigned, for the purpose of forming a corporat- of ion pursuant to Article 8A of the Co-operative Corporations �;O-OPERATIVE G. L.F. MILLS INC.,: Law of the State of New Yopk, do hereby make, sign, acknow- Pursuant to Article BA of the Co-operative Corporations Law ledge and file this certificate for that purpose as follows: of the State of New York. 1. That all the undersigned persons are of full age; all -------------------=------------X stockholders of a co-operative operating under Article 7 of is • • U the co-operative Corporations Law of the State of New York; all citizens of the United States and all are residents of the State of New York. 2"79 • E • • • 2. The name of the proposed corporation is CO-OPERATIVE G.L.F. SILLS, INC. 3. The purposes for which it is to be formed are: a. To act as an agency for or subsidary of and to assist co-operative corporations formed under the provisions of Articles Four, Seven, or Eight of the Co-operative Corporations Law of the State of New York and co-operative Corporations operat- ing under sections Four, Seven or Eight ofsaid law, by marketing, manufacturing, distributing, warehousing handling,possessing,canning, packing, grading,shipping and/or otherwise utilizing products of such other co-operative corporations; to carry on the business and purposes for which they were organized; the selling or supplying to it's members or stockholders or corpor- ations in which it is interested, machinery, equipment or supplies; the financing of the said co-operative corporations or any one or more of said purposes. b. To act as a holding corp- oration to hold title to the properties of any such co-operative corporations above mentioned c. To purchase, own, mortgage, lease, sell and convey real estate for it's corporate pur- poses. d. To make any guarantee respecting dividends, shares of stock, bonds, debentures, contracts or other obligations to the extent that such power may be exercised by corporations organized under Article 8A of the co-operative Corporations Law and to do all and everything incidental and necessary for -the accomplishment of any of the purposes or the attaitlment of any objects or furtherance of any of the powers hereinbefore set forth, including all the powers and privileges, accorded a co-operative corporation under the various provisions of Articles 3 and 8A of the Co-operative Corporations Law. 4. The amount of capital stock shall be One Million Dollars, (41,000,000.00) to consist of Ten Thousand sharps (10,000) of the par value of One Hundred Dollars ($100.00) per sharp. 5. The office of the said corporation is to be loc�.ted in the City of Ithaca, County of Tompkins and State of New York. 6. It's dur- ation is to be perpetual. 7. The number of it's directors is nine. 8. The names and post office addresses of the directors until the first annual meeting of the stockholders until the first annual meeting of the stockholders are as follows: James A. McConnell A. Leal Bibbins Elwood L. Chase Otto Tanzer Thomas A. Milliman Jay Coryell Frederick A. TvgcClelland E. Victor Underwood Charles N. Silcox Chamber of Commerce Bldg. Buffalo, N. Y. 236 ,7. Genesee St., Syracuse, N. Y. Chamber of Commerce Bldg., Buffalo, N. Y. Chamber of Commerce Bldg., Buffalo, N. Y. 348 Cutler Bldg., Rochester, N. Y. 348 Cutler Bldg., Rochester, N. Y. 348 Cutler Bldg. Rochester, N. Y. 121 E. Seneca St. Ithaca, N. Y. 236 W. Genesee St., Syracuse, N. Y. 9.All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 10. The names and post office addresses of the subscribers to this certificate and a state- ment of the number of shares of stock which they agree to take in the corporation are as fol- lows: Fred L. Porter T eigh Kirkland E. J. Walrath Henry Burden George Kirkland Harry Bull Raymond Hitchings Frank Smith Fred Utter Crown Point, New York Randolph, New York Evans Mills., New York Cazenovia, New York DeWittville, New York Campbell Hall, New York a. D. Syracuse, N. Y. Springfield Center, N. Y. Friendshio, New York l share 1 sharp 1 share 1 share 1 share 1 sharp 1 sharp 1 share 1 sharp 11. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation: a. No transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be affected by the fact that any director or directors of the corpora- tion are or may have been personally interested in or concerning the s�.me and each director of this corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any �I 2S' firm, association,or corporation, in which in anywise he may be interested. b. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corp- oration, whether the same be any of the original authorized capital or of any increase thereof without first offering the same to the stockholders then existing and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale distribution, transfer, owning and holding of stock as fully and to the ex- • tent as authorized by the co-operative Corporations Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 26th day of June, 1931. Fred L. Porter Leigh G. Kirkland E. J. Walrath Henry Burden Geo. A. Kirkland Harry Bull • Raymond C. Hitchings Frank V. Smith STATE OF NEW YORK F. L. Utter ss: COUNTY OF TOMPKINS On this 26th day of June, 1931, before me the subscriber, personal- ly appeared Fred L. Porter, Leigh Kirkland, E. J. Walrath, Henry Burden, George Kirkland, Harry Bull, Raymond Hitchings, Frank Smith Fred Utter, to me known to be the same persons des- cribed in and who executed the foregoing certificate of incorporation and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public Filed and entered July 25, 1931 at 11:40 A. 14. W__ CLERK., Certificate of Incorporation We, the undersigned for the purpose of forming a corp- of oration pursuant to Article 7 of the Cooperative Corp- Massena Co-operative G.L.F. : oration Law of the State of New York, do hereby make, • Service, Inc. Pursuant to Article 7 of the Co-operative sign, acknowledge and file this certificate for that Corporation Law of the State of New York : purpose as follows: 1. That all the undersigned persons -----------------------------------X are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Massena Co-operative G.L.F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corp- oration Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or least homes or farms for its members, to build or conduct housing or eating places co-oper- atively. b.to do all and everything incidental and necessary for the aocomplishmp.,nt of any of the purposes or the attainment of any of the objects or the furtherance of any of the pow- ers hereinbefore set forth individually or as agent, either alone or in association with other corporations firms or individuals. 4. The amount of capital stock is $25,000. 5. The • number of shares of which the capital stock shall consist is 5000 shares of which number of shares 4000 shares are to have a par value of $5. each to be known as six percent noncumula- tive preferred stock; and 1000 shares of the par value of $5. each to be known as common stock. 6. The designations, privileges, preferences and voting powers and restrictions or qualifi- • cations of the sharps of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six per cent per an- num before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other termin- ation of -the business of the corporation, the preferred capital stock shall be paid, satis- fied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the S • • • • • commori capital stock of the corporation. The date for payment of dividends upon all orefer- red stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins, and State of New (York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of t'_,e directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. 71m. I. Myers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Alice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 sharp A. U. Lockwood Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis n 1t 1f 1t 1t 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, enjoy- ed or incurred by or in respect of the corporation shall be effected by the fact that any dir- ector or directors of the corporation are or may have been personally interested in or con- cerning the same, and each director of the corporation is hereby relieved of and from any and all disability which 3therwise miol_t prevent him from contracting with the corporation for the benefit of himself, or any firm, association or corporation, in which in anywise he may be interested. b. The Board of Directors, from time to time shall determine whether to what extent, at what times and places and under what conditions and regulations, the accounts books and papers of the corporation, or any of them shall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account book or paper of the corporation, except as expressly conferred by law, or authorized by the board or the stock- holders. c. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the s:me to the stockholde�ls then existing such and all such sales may be made upon/terms and conditions, as by the Board may be deemed ad- visable and may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corp- oration Law. d. The corporation may pay not to exceed six per cent dividends upon its cap- ital stock and not to exceed six per cent interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to 'or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, con- ditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purch- ases or otherwise, and shall designate by classes of dealing, trading or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered, or accounted for in the distribution of profits, earnings or sav- ings only and in so far as the directors may determine to be for the advantage and best inter- ests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 30th day of July, 1931. Sherman Peer • STATE OF NEW YORK ) A. M. Lockwood ss: COUNTY OF TOMPKINS ) Charlotte Davis On this 34th day of July, 1931, before me the subscriber personally appeared Sherman Peer, A. M. Lockwood and Charlotte Davis to me known to be the same persons described in and who ex ecuted the foregoing certificate of incorporation and the sever e • ..y _rally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Filed and entered August 5, 1931 at 2:40 P. M. CLERK. Certificate of Incorporation We, the undersigned for the purpose of forming a corp- of : oration pursuant to Article 7 of the Cooperative Corp - Bath Co-operative G.L.F. Service, : oration Law of the State of New York, do hereby make, Inc. Pursuant to Article 7 of the Co-operative Corporation Law of the sign, acknowledge and file this certificate for that State of New York purpose as follows: 1. That all the undersigned per- ------------------------------------- X sons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corpor- ation is Bath Co-operative G.L.F. Service, Inc. 3. The purposes for which it is to be formed are a. To conduct a general producing, manufacturing, warehousing or merchandising, proces- sing and cleansing business, on the co-operative plan as limited in Article 7 of th^ Co-oper- • ative Corporation Law of the State of New York in articles of common use including farm pro- ducts, food supplies, farm machinery and supplies/andarticles of domestic and personal use; to buy sell or least homes or farms for its members, to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplish- ment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in association with other corpor9tions firms or individuals. 4. The amount of capital stock is $25,000. 5. The number of shares of which the capital stock shall consist is 5000 sharps of which num- ber of shares 4000 sharps are to have a par value of $5. each to be known as six per cent non- cumulative preferred stock; and 1000 shares of the par value of $5. each to be known as common stock. 6. The designations, privileges, preferences, and voting powers and restrictions or qualifications of the shares of each class are; The common capital stock shall have all the voting power of the corporation, excepting as otherwise expressly provided by law; the pre- ferred capital stock shall bear and receive a -preferred dividend at the rate of six percent • per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the winding up, dissolution or other term- ination of the business of the corporation, the preferred capital stock shall be paid, satis= fied and discharged in full from and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal business of- fice is to be located in the City of Ithaca, County of Tompkins and State of New York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the stockholders are as 283 F� • follows: Harry Bull Wm. I. Myers E. Victor Underwood Sherman Peer Alice M. Lockwood Campbell Hall, N. Y. Ithaca, N. Y. R. D. #1 141 Ithaca, Rd. Ithaca, N. Y. 401 Highland Rd. Ithaca, N. Y. 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the State of New York. Directors shallnot be required to be stockholders. 11. The names and post office addresses of the subscribers to this certificate and a state- ment of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg, Ithaca, N. Y. 1 share A. M. Lockwood Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis 1t n f+ is +1 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No trarrsactiori, right or liability entered into, en- joyed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of the corporation are or may have been personally interested in or con- cerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the benefit of himself, or any firm association or corporation, in which in anywise he may be in- terested. b. The Board of Directors, from time to time shall determine whether to what ex- tent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them shall be open to the inspection of the stock- holders and no stockholder shall have any right to inspect any account, book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the stock- holders. c. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any increase thereof, without first offering the same to the stockholders then exist- ing, and all such sales may be made upon such terms and conditions as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and hold- ing of stock as fully and to the extent as authorized by the Co-operative Corporation Law. dividends upon the capital stock and not to -exceed six percent d. The corporation may pay not to exceed six per cent/interest upon its indebtedness, and its earnings and savings, after deduction of reserve and other funds and amounts required or per- mitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis'of the amount of sales, purchases or other services ren- dered to or by such persons and within the limits of the law provided. The Board of Directors. shall deteidne, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such distributions and specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases • or otherwise, and shall designate by classes of dealing, trading or representation, such per- sons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to'members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or sav- ings only and in so far as the directors may determine to be for the advantage and best inter- ests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WhEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 6th day of August, 1931. Sherman Peer A. M. Lockwood Charlotte Davis STATE OF NEW YORK On this 6th day of August, 1931, before me the subscriber, personally ss: COUNTY OF TOMPKINS appeared Sherman Peer, A. M. Lockwood and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certificate of incorporat- ion and they severally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Recorded August 11, 1931 at 2:58 P. M. • CLERK. ,Certificate of Incorporation We, the undersigned, desiring to form a business corp- of oration, prsua�t-te-4�tiele-2-of-tbs-Stack-Ca�aarat \ Morse-Shaub Oil and Gas Corporation len, pursuant to Article 2 of the Stock Corporation • Pursuant to Article 2 of the Stock Corporation Law of the State of New Law of the State of New York, do hereby make, sub - York. scribe and acknowledge this certificate for that pur --------------------------------------X pose, as follows: 1. The name of the proposed corp- oration is Morse -Schaub Oil and Gas Corporation. The purposes for which it is to be formed are as follows: a. To purchase, lease or otherwise acquire lands or the oil, gas and mineral rights in lands, for the purpose of producing therefrom oil, gas or other volatile or mineral ` substances; the development of the said lands by drilling oil and gas wells thereon and the in- stallation of plants machinery and appliances for such purposes and the marketing and sell- ing of the said products. b. To produce, purchase, store, refine and deal in petroleum and its products at both wholesale and retain, and to manufacture all or any of the products of petroleum, and packages for holding the same. The corporation may also purchase, acquire, hold and dispose of the stocks, bonds and other evidences of indebtedness of any corporation, dom- estic or foreign, and issue in exchange therefor its stock, bonds or other obligations. c. To purchase or otherwise acquire leases and/or contracts of gas and/or oil deposits appertain- ing to the purposes for which this corporation is organized and to enter into leases and con- tracts with other persons and corporations with respect thereto and otherwise to purchase, sell and deal in leases and/or contracts. d. To acquire, own and hold real estate for itfs busi-- ness purposes and to buy and sell and deal in lands in connection with the purposes for which the corporation is organized. 3. The total number of shares that may be issued by the corpor- ation is 1200, all of which are to be of one class and without par value. 4. The capital of the corporation shall be at least e,ual to the sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received by the corporat- ion for the issuance of shares without par value, plus such amounts as, from time to time by resolution of the board of directors, may be transferred thereto. 5. The office of the corporation is to be located in the City of Ithaca, in the County of Tompkins, State of New York. 6. Its duration is to be perpetual. 7. The number of its directors is to be five. 8. The names and post -office addresses of the directors until the first annual meeting of the stockholders are as follows: • Frank L. Morse Ridgewood Road, Ithaca, N. Y. Benjamin M. Shaub 308 Fairmount Ave., Ithaca, N. Y. C. W. Rose R. F. D. Ludlowville, N. Y. Charles J. Kenerson 102 Iroquois Place, Ithaca, N. Y. Sherman Peer, 401 Highland Rd. Ithaca, N. Y. 9. The names and post -office addresses of each subscriber of this certificate, and a statement • of the number of shares of stock which he agrees to take, are as follows: Frank L. Morse Ridgewood Road, Ithaca, N. Y. 1 share Benjamin M. Shaub 308 Fairmount Ave, Ithaca, N. Y. 1 share Sherman Peer 401 Highland Rd. Ithaca, N. Y. 1 share 10. All of the subscribers of this certificate are of full age; all citizens of the United States, and all residents of the State of New York. All of the persons named as directors are of full age; all citizens of the United States and all residents of the State of New York. 11. The authorized shares without par value shall be issued and sold for $10.00 per share or 2N kn 28Z3 more. IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate in dup- • licate. Dated this 24th day of August, 1931. STATE OF NEW YORK ss: COUNTY OF TOMPKINS Frank L. Morse Banjamin M. Shaub Sherman Peer On this 24th day of August, 1931, before me personally came Frank L. Morse, Benjamin M. Shaub and Sherman Peer, to me known and known to me to be the same persons described in and who ex- ecuted the foregoing certificate and severally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public. Edward J. Flynn, Secretary of State Grace A. Reavy, Executive Deputy STATE OF NEW YORK DEPARTMENT OF STATE - Harold J. Fisher, Cashier John F. Cox, Ass1t Cashier DIVISION OF FINANCE AND AUDIT Albany, August 27, 1931 Received from Morse-Shaub Oil and Gas Corporation, Sixty Dollars in payment of tax under section 180 of the Tax Law, as follows: 1/20 of 1 per cent on $----- consisting of ------ shares par value $----- each . Five cents per share on 1,2.00 shares without par value $60.00. DEPARTMENT OF STATE BY John F. Cox, Asst Cashier. Recorded August 29, 1931 at 9:10 A. M. Certificate of Incorporation : We, the undersigned for the purpose of forming of : a corporation pursuant to Article 7 of the Co - Boonville Co-operative G.L.F. Service, Inc. : operative Corporation Law of the State of New Pursuant to Article 7 of the Co-operative • Corporation Law of the State of New York. : York, do hereby make, sign, acknowledge and file --------------------------------------------X this certificate for that purpose as follows: 1. That all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Boonville Co-operative G.L.F. Service, Inc. 3. The purposes for which it is to be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, process- ing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-oper- ative Corporation Law of the State of New York, in articles of common use including farm prod- ucts, food supplies, farm machinery and supplies and articles of domestic and personal use; to buy sell or least homes or farms for its members to build or conduct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomp- lishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth individually or as agent, either alone or in associ- ation with other corporations firms or individuals. 4. The amount of capital stock is • $25,000. 5. The number of shares of which the capital stock shall consist is 5000 shares of which numbe_° of shares 4000 shares are to have a par value of $5. each to be known as six per cent non -cumulative preferred stock; and 100 shares of the par value of 65 each to be known as common stock. 6. The designations, privileges, preferences and voting powers and . restrictions or qualifications of the shares of each class are: The common capital stock shall have all the voting power of the corporation, excepting as otherwise expressly provid- ed by law; the preferred capital stock shall bear and receive a preferred dividedd at the rate of six per cent per annum before any dividends whatsoever may be declared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the wining up, dissolut- ion or other termination of the business of the corporation, the preferred capital stock shall be paid, satisfied and discharged in full from and out of the profits and assets of the corp- 28 q orate business before any sums whatsoever shall be distributed or paid upon or on account of any of the common capital stock of the corporation. The date for payment of dividends upon all prefErred stock of the corporation shall be on the first day of July of each year. The principal business office is to be located in the City of Ithaca, County of Tompkins and State,. of fyew York. 7. Its duration is to be perpetual. 8. The number of its directors is five. 9. The names and post office addresses of the directors until the first annual meeting of the • stockholders are as follows: Harry Bull Campbell Hall, N. Y. Wm. I. Mayers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Mice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the • State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg. Ithaca, N. Y. 1 share Phillis McMillen Seneca Bldg., Ithaca, N. Y. 1 share Charlotte Davis " it it " " 1 share 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into, enjoyed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of the corpcm.tion are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all dis- ability which otherwise might prevent him from contracting with the corporation for the bene- fit of himself, or any firm association or corper ation, in which in anywise he may be interest- ed. b. The Board of Directors, from time to time shall dete-mine whether, to what extent • at what times and places and under what conditions and regulations, the accounts books and papers of the corporation, or any of them shall be open to the inspection of the stockholders and no stockholder shall have any right to inspect any account, book or paper of the corpor- ation, except as expressly conferred by law, or authorized by the Board or the Stockholders. c. The Board of Directors may from time to time sell ashy or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of any in- crease thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advisable and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Lave. d. The corpor- ation may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent interest upon its indebtedness, and its earning and savings, after deduction of reserve and other funds and amounts required or permitted by law to be established, shall be • distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of rendered the amount of sales, purchases or other services/ to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditi ns and manner of such distributions and • specify the persons for which it does or shall do or conduct business or to or by which it shall render services by means of sales, purchases or otherwise, and shall designate by classes of dealing, trading or representation, such persons, as shall be considered and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and in so far as the directors • • may determine to be for the advantage and best interests of the corporation and the persons for ,which it does business pursuant to Article 7 of the Co-operative Corporation Law. Iiu 4ITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in dup- licate, dated this 25th day of August, 1931 Sherman Peer STATE OF NE741 YORK Phyllis McMillan ss: COUNTY OF TOMPKIN S Charlotte Davis On this 25th day of August, 1931, before me the subscriber personally appeared Sherman Peer, Phyllis McMillen and Charlotte Davis to me known to be the s me persons described in and who executed the for,_going certificate of incorporation and they severally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Recorded August 29, 1931 at 11:07 A. M. Certific=�.te of Incorporation of We, the undersigned for the purpose of : forming a corporation pursuant to Article West Winfield Co-operative G.L.F. Service,Inc., 7 of the Cooperative Corporation Lase of Pursuant to Article 7 of the Co-operative Corp- oration Law of the State of New York the State of New York, do hereby make, sign, -------------------------------------------------X acknowledge and file this certificate for that purpose as follows: 1. That all the undersigned persons are of full age, all citizens of the United States and all are residents of the State of New York. 2. the name of the proposed Corporation is West Winfield Co-operative G.L.F. Service, Inc. 3. The purposes for which it isto be formed are: a. To conduct a general producing, manufacturing, warehousing or merchandising, processing and cleansing business, on the co-operative plan as limited in Article 7 of the Co-operative Corporation Law of the State of New York, in articles of common use including farm products, food supplies, farm machinery and supplies and articles of dom- estic and personal use; to buy sell or least homes or farms for its members, to build or con- duct housing or eating places co-operatively. b. To do all and everything incidental and necessary for the accomplishment of any of the purposes or the attainment of any of the ob- jects or the furtherance of any of the powers hereinbefore set forth individually or as agent either alone or in association with other corporations, firms or individuals. 4. The amount of capital stock is25,000. 5. The number of shares of which the capital stock shall con- Zsist is 5000 shares of which number of sharps 4000 shares are to have a par value of 015. each be known as six per cent non -cumulative preferred stack; and 1000 shares of the par value of $5. each to be knovm as common stock. 6. The designations, privileges, preferences and ' Noting powers and restrictions or qualifications of the shares of each class are: The common • capital stock shall have all the voting power of the corporation, excepting as otherwise, expressly provided by law; the preferred capital stock shall bear and receive a preferred dividend at the rate of six ..per cent per annum before any dividend rt the rat= of nix pare=nt r anndri t 'er+� anq dividends whatsoever may be d-clared or paid upon common capital stock. Such dividends shall be non -cumulative. In case of the grinding up, dissolution or other term- ination of the business of the corporation, the preferred capital stock shall be paid, satis- fied and discharged in full from, and out of the profits and assets of the corporate business before any sums whatsoever shall be distributed or paid upon.or on account of any of the com- mon capital stock of the corporation. The date for payment of dividends upon all preferred stock of the corporation shall be on the first day of July of each year. The principal busi- ness office is to be located in the City of Ithaca, County of Tompkins and btate of New York 7. Its duration is to be perpetual. 8. the number of its directors is five. 9. The names 2SS': and post office addresses of the directors until the first annual meeting of the stockholders are as follows: Harry Bull Campbell Hall, N. Y. Wm. I. Myers Ithaca, N. Y. R. D. #1 E. Victor Underwood 141 Ithaca Rd. Ithaca, N. Y. Sherman Peer 401 Highland Rd. Ithaca, N. Y. Hlice M. Lockwood 514 Wyckoff Rd. Ithaca, N. Y. 10. All of the above named directors are citizens of the United States and residents of the • State of New York. Directors shall not be required to be stockholders. 11. Names and post office addresses of the subscribers to this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Sherman Peer Savings Bank Bldg., Ithaca, N. Y. 1 share Phyllis McMillen Seneca Building, Ithaca, N. Y. 1 share Charlotte Davis it n it It 11 1 share • 12. The following provisions are adopted for the regulation of the business and conduct of the affairs of the corporation. a. No transaction, right or liability entered into,, enjoyed or incurred by or in respect of the corporation shall be effected by the fact that any director or directors of thecorporation are or may have been personally interested in or concerning the same, and each director of the corporation is hereby relieved of and from any and all disability which otherwise might prevent him from contracting with the corporation for the be- nefit of himself, or any firm, association or corporation, in which in anywise he may be in- terested. b. The Board of Directors, from time to time shall determine whether, to what ex- tent, at what times and places and under what conditions and regulations, the accounts, books and papers of the corporation, ar any of them shall be open to the inspection of the stock- holders and no stockholder shall have any right to inspect any account book or paper of the corporation, except as expressly conferred by law, or authorized by the Board or the Stockhold- ers. C. The Board of Directors may from time to time sell any or all of the unissued capital stock of the corporation, whether the same be any of the original authorized capital or of • any increase thereof, without first offering the same to the stockholders then existing, and all such sales may be made upon such terms and conditions, as by the Board may be deemed advis- able and may restrict a purchase, sale, distribution, transfer, owning and holding of stock as fully and to the extent as authorized by the Co-operative Corporation Law. d. The corporat- ion may pay not to exceed six per cent, dividends upon its capital stock and not to exceed six per cent -interest upon its indebtedness, and its earnings and savings, after deduction of re- serve and other funds and amounts reauired or permitted by law to be established, shall be distributed, whether in the form of stock, cash or evidences of indebtedness or in services, proportionately and equitably among the persons for which it does business, on the basis of the amount of sales, purchases or other services rendered to or by such persons, and within the limits of the law provided. The Board of Directors shall determine, fix, establish and from time to time modify or re -adjust the amounts, terms, conditions and manner of such dis- tributions and specify the persons for which it does or shall do or conduct business or to • or by which it shall render services by means of sales, purchases or otherwise, and shall des - agnate by classes of dealing, trading, or representation, such persons, as shall be consider- ed and taken into account for the purpose of such distribution, so that outside purchasers of goods, or merchandise to be sold by or through it to members, or outside sales of goods or merchandise supplied by members to be sold by or through it, shall not be entered, considered or accounted for in the distribution of profits, earnings or savings only and -in so far as the directors may determine to be for the advantage and best interests of the corporation and the persons for which it does business pursuant to Article 7 of the Co-operative Corporation Law. IN WITNESS WHEREOF., we have made, signed, acknowledged and filed this certificate in duplicate dated this 25th day of August, 1931. Sherman Peer Phyllis McMillan Charlotte Davis M r.n M STATE OF NEW YORK On this 25th day of August, 1931, before me the subscriber, per- ss: COUNTY OF TOMPKINS sonally appeared Sherman Peer, Phyllis McMillen and Charlotte Davis to me known to be the same persons described in and who executed the foregoing certifi- cate of incorporation and they severally duly acknowledged to me that they executed the same. ,STATE OF NEW YORK Elsie S. Wray, Notary Public l ss: • !COUNTY OF TOIPKINS On'this 25th day of August, 1931, before me the subscriber, personal- ,; 'ly appeared Sherman Peer, Phyllis McMillen and Charlotte Davis to me known to be the same per- sons described in and who executed the foregoing certificate of incorporation and they sever- ally duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public • Recorded August 29, 1931 at 11:07 A. M. - ALERK. rtificate of Incorporation : ORGANIZATION CERTIFICtiTE OF CREDIT UNION. of : We, the undersigned, all being of full age and employ- Ageco redit Union of Ithaca,N.Y. : ed or residing in the State of New York, and all of us ---------------------------------X being citizens of the United States and'at least one a resident of this state for the purpose of becoming incorporated as a Credit Union, pursuant to the provisi ns of Article XI of the Banking Law, Chapter 2 of the Consolidated Laws, do hereby certify 1. That the name of the proposed corporation is AGECO Credit Union of Ithaca. 2. That t e place where its business is to be transacted is 123 South Cayuga Street Ithaca, N. Y. 3. T t the par value of its shares is Five dollars. 4. That the full name, residence and post-offic address of each of the incorporators and the number of shares sub- scribed for by each are as ollows: NUMBER OF SHARES SUBSCRIBED • FULL NAME RESIDENCE POST -OFFICE ADDRESS FOR BY EACH. S. C. Stackhouse 206 N Cayuga St. Ithaca, N. Y. one P. R. Chambers 114 Del are Ave. r' " one A. G. Rickel 618 Hector t. " 11 one M. K. Slade 212 East Yate St. r' " one J. J. Dugan 115 Ferris Plac., rr rr one H. B. Christenat rr rr one 119 Brandon Place\dayo T. F. Rowe 608 Mitchell St.It It one 'STATE OF NEW YORK On this twelfth ne, 1931, personally appeared before me COUNTY OF TOMPKINS ss: CITY OF ITHACA S C _ Stnnkbn11RQhamhora A (: Ri nlrol AA K Cl .�.a^ T T Dugan, H. B. Christenat, T. F. Rowe to me known to be t e persons described in and who execut- ed the foregoing certificate and severally acknowledged th t they executed the same. STATE OF NEW YORK (SEAL) P. J. Fowler, N ary Public TOMPKINS COUNTY CLERK'S OFFICE ss: I, Howard L. O'Danirl, C erk of said County, and of the • ;'Supreme and County Courts held in and for said County, being Court of Record having a seal do hereby certify that P. J. Fowler the officer whose name is subscr ed to the deposition or certificate of the proof or acknowledgment of the annexed instrument, d before whom the same was made, resides in said County; that at time of taking such deposi 'on, proof or ack- nowledgment was a Notary Public in and for said County, duly authorized by e Laws of said • ,State to take the same and also to take the roof of acknowledgment of deeds ten- ements p g � _d r lands, t _n ements and hereditaments to be recorded in the State. I further certify that I a well ac- quainted with the handwriting of such officer, and verily believe that the signature to such certificate of proof or acknowledgment is genuine and that said instrument is executed d acknowledged in conformity with the laws of said State. IN TESTIMONY WHEREOF, I have he e- unto set my hand and affixed my official Seal at Ithaca, N. Y. in said County this 12 day of June, 1931. (SEAL) H. L. O'Daniel, Clerk. 290 ORG ZATION CERTIFICATE of the AGECO Credit Union of Ithaca. Filed for examination this 16th day June, 1931. James T. Fierendon, Deputy Superintendent of Banks. t'Approvedtt this�th day of August, 1931. Joseph A. Broderick, Superintendent of Banks. (EMBLEM) STATE OF NEW BANKING DEPARTMENT KNOW ALL MIEN BY THESE PRESENTS, Whereas, I have heretofore approved the anization certificate of AGECO CREDIT UNION OF ITHACA of Ithaca, New York and said Ageco Cr t Union of Ithaca has complied with the provisions of Chapter 2 of the Consolidated Laws and w all other requirements of Law. NOW THEREFORE, I Joseph A. Broderick, Superintendent of Banks o the State of New York, by virtue of the power vested in me as said Superintendent, do hereby autho ze the said Ageco Credit Union of Ithaca to transact the business of a Credit Union at Ithaca, wit this State and do hereby certify that such business can be safely intrusted to it. IN WITNESS ub EOF, I have hereunto set my hand and affixed my official seal at Albany, this 27th day of Au gu in the year of our Lord, one thousand nine hundred and thirty-one (SEAL) Recorded August 31, 1931 at 12: 6 P. llfii. Joseph A. Broderick, Superintenden Certificate of Incorporation : CERTIFICATE OF INCORPORATION OF "CORRECT OIL of ; SERVICE OF ITHACA, INC." PURSUAliT TO ARTICLE 2 t'Correct Oil Service of Ithaca, Inc. etc. OF THE STOCK CORPORATION LAW. -------------------------------------------X We, the undersigned, for the purpose of form- ing a corporation pursuant to Article 2 of the Stock Corporation Law of the State of New York CERTIFY: 1. The name of the corporation shall be ttCorrect Oil Service of Ithaca, Inc,.?' 2. The purposes for which it is to be formed are to engage in the business of buying and sell- ing gas, kerosene, lubricating oils and greases, and other supplies for automobiles and trac- tors, to build, maintain and operate gas stations, supply and service stations, repair shops, buildings, storage houses and garages for the storing, caring for and keeping for hire therein automobiles, motor cycles and motor vehicles of every kind, nature and description. To manu- facture, buy, sell, deal in, operate and let out for hire automobiles, motorcycles and motor vehicles of every kind, nature and describtion. To manufacture, buy, sell, deal in, operate and let for hire, automobiles, motor cycles, bicycles, carriages and vehicles of all kinds and descriptions whether the said tires be made of rubber, metal composition or other material or combination of Materials. And generally, to manufacture, buy, sell and deal in all goods, wares and merchandise necessary or incidental todd the operation, repair or equipment of auto- mobiles, motorcycles or motor vehicles of any /vines. manufactures and descriptions. And for the purpose of carrying on the business aforesaid to buy, sell and convey property, both real and personal, as the same shall be necessary to the conducting of said business. 3. The to- tal number of shares that may be issued is 3850, of which 2500 shares are to be 7% Preferred Stock and are to have a par value of $1 each; 1250 shares Class B Common Stock are to have a par value of $10 each, and 100 shares of Class A Common Stock of no par value. The capital of the corporation shall be at least equal to the sum of the aggregate par val of all issued shares having par value, plus the aggrdgate amount of consideration received by the corporat- ion for the issuance of shares without par value, plus such amounts as from time to time by resolution of the board of directors may be transferred thereto. 4. The shares shall be divided into Preferred to consist of 2500 shares having a par value and Common Class B to c--n- sist of 1250 shares having a par value and Common Class A to consist of 100 shares without par value. The designations, preferences, privileges and voting powers and restrictions or • • 11 • r qualifications of each class are: The holders of the preferred shares shall be entitled to cumulative dividends thereon at the rate of 7% per annum on the par value thereof in priority ,291 M to the payment of dividends on the common shares, after dividends at the aforesaid rate have been set aside for the holders of preferred shares, all remaining profits which the direct- ors may determine to apply in payment of dividends shall be distributed among the holders of the common shares Classes A and B exclusively as hereinafter provided. Upon dissolution the holders of the preferred shares shall first be entitled to receive out of the net assets of • the corporation the par value of their shares, plus accumulated dividends and all of the as- sets, if any thereafter remaining, shall belong to and be distributed among the holders of the common shares exclusively as hereinafter provided. The preferred stock shall not confer upon the holders thereof any right or privilege of voting. The privilege of voting being re- served exclusively to the holders of Class A common stock as hereinafter provided. The hold- ers of preferred stock shall not have the right to vote in a proceedings for mortgaging the property and franchises of the corporation, for guaranteeing the bonds of another corporation for sale of the franchises and property of the corporation, for establishing priorities or creatilg preferences among the several classes of st:)ck, for consolidation, for voluntary dis- solution, or for the change of the name of the corporation pursuant to the General Corporation Law. The holders of Classes A and B common stock shall be entitled to dividends thereon pro rata from all remaining profits which the directors may determine to apply in payment of divi- dends. The book value of said Class A Stock upon which the dividend is to be paid is to be A determined by the board of directors. Upon dissolution, the holders of Classes/and B common stock shall receive out of the net assets of the corporation after payment has been made to the holders of the preferred shares a pro rate amount to be determined by thy Board of Dir- ectors dependent upon the book value of Class A common stock as fixed by them. There is to be no preference between Class A and B common stock as to payment of dividends or distribut- ion of assets upon dissolution. The Class B stock shall not confer upon the holders thereof any right or privilege of voting; the privilege of voting being reserved exclusively to the holders of Class A common stock. the same restrictions as to voting to apply to the holders of Class B common stock as apply to the -solders of the Preferred stock as hereinabove set forth. 5. The offices of the corporation shall be located in the City of Ithaca, County of Tompkins, New York. 6. The duration of the corporation shall be perpetual. 7. The number of directors shall not be less than three nor more than seven. 8. The names and bostoffice addresses of the directors until the first annual meeting of the stockholders are: Name Postoffice address Emmett H. Hausner 208 Farm Street, Ithaca, New York James A. Hoey 502 North Tioga Street, Ithaca, New York Louis K. Thaler 113 Elmwood Avenue, Ithaca, New York The name and postoffice address of each subscriber of this certificate of incorporation and a statement of the number of shares which 'lie agrees to take in the corporation are as foll- ows: NAME POSTOFFICE ADDRESS NUMBED? OF SHARES Emmett H. Fiausner 208 Farm St., Ithaca, h. Y. 100 sh. Class B common 51 It n A tr James A. Hoey 502 N . Tioga St. Ithaca,N .Y. 1 it rr A r� Louis K. Thaler 113 Elmwood Ave., Ithaca, N.Y. 1 rr A " • 10. All of the subscribers of this certificate are of full age, at least two-thirds of them are citizens of the United States, at least one of them is a resident of the State of New York and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York. 11. The corporation may issue and sell its sharps v!,ithout par value for such consideration as from time to time may be fixed by the board of directors. IN _ITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 24th day of August, 1931 Emmett H. Hausner James A. Hoey Louis K. Thaler STATE OF NEW YORK ss: On this 24th day of August, 1931, before me personally came .TOMPKINS COUNTY Emmett H. Hausner, James A. Hoey and Louis K. Thaler, to me known and known to me to be the persons described in and who executed the foregoing Certificate of Incorporation, and they thereupon severally duly acknowledged to me that they executed the same. Ezaleah Bickal, Notary Public Recorded August 31, 1931 at 10:18 A. M. 2L�- • CLERK. Certificate of Reclassification ASSOCIATED GAS AND ELECTRIC COMPANY of Certificate of Reclassification of Sharps of Associat- Shares of Associated Gas & Electric ed Gas and Electric Company, Pursuant to Section Company Etc. Thirty-six of the Stock Corporation Law. --------------------------------------X The undersigned, constituting the holder of record of all of the outstanding shares of Associated Gas and Electric Company entitled to vote on a re- classification of shares of said Associated gas and Electric Company, pursuant to Section thirty-six of the Stock Corporation Law, does hereby state: 1. The name of the Corporation is associated Gas and Electric Company. Said name has not been changed. II. The certificate of incorporation of said Corporation was filed in the office of the Secretary of State on March 19, 1906. III. The total number of shares, including those previously authorized, which said Corporation may henceforth have is 12,000,000 shares, all of which are to be without par value IV. Said shares are to be classified into $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock $6 Dividend Series Preferred Stock, $6450 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred stock, $4 Cumulative Pre- ference Stock, $5.50 Cumulative Preference Stock, $6 Cumulative Preference Stock, $6.50 Cumu- lative Preference Stock, Class A Stock, Class B Stock and Common Stock. 415,000 shares thereof • consisting of the present authorized $5 Dividend Series Preferred Stock of 415,000 shares are ii to be $5 Dividend Series Preferred Stock, 10,000 shares thereof, consisting of the present authorized $5.50 dividend Series Preferred Stock of 10,000 shares, are to be $5.50 Dividend series Preferred Stock; 125,000 shares thereof, consisting of the present authorized $6 Divid- end Series Preferred Stock of 125,000 shares, are to be $6 Dividend Series Preferred Stock; 85,000 shares thereof, consisting of the present authorized $6.50 Dividend Series Preferred Stock of 85,000 shares, are to be $6.50 Dividend Series Preferred Stock;110,000 shares thereof, consisting of the present authorized $7 Dividend Series Preferred Stock of 110,000 shares, are to be $7 Dividend Series Preferred Stock; 45,000 shares thereof, consisting of the present auth- orized Original Series Preferred Stock of 45,000 shares, ar,D to be Original Series Preferred Stock; 1,000,000 shares thereof, consisting of the present authorized $4 Cumulative Preference Stock of 1,000,000 shares, are to be $4 Cumulative Preference Stock; 150,000 sharps tb ereof are to be $5.50 Cumulative Preference Stock; 30,000 shares thereof, consisting of 30,000 shares of the present authorized $6 Cumulative Preference Stock of 90,000 shares, are to- 4eC-6t�t�la�a Stock of 90,999 shares, are to be $6 Cumulative Preference Stock; 30,000 shares thereof consisting of 30,000 shares of the present authorized $6.50 cumulative Preference Stock of 120,000 shares, are to be $6.50 Cumulative Preference Stock; 7,000,000 shares thereof, con- sisting of the present authorized Class A Stock of 7,000,000 shares, are to be Class A Stock 1,000,000 shares thereof, consisting of the present authorized Class B Stock of 19000,000 • shares, are to be Class B Stock; and 2,000,000 shares thereof consisting of the present auth- pref erences orized Common Stock of 2,000,000 shares, are to be Common Stock. The designations,/privileges, voting powers or restrictions or qualifications of and applicable to the $5 Dividend Series $5.50 Dividend Series Preferred Stock Preferred Stock/$6 Dividend Series Preferred Stock $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock, Original Series Preferred Stock, $4 Cumulative Preference Stock, $5.50 Cumulative Preference Stock, $6 Cumulative Preference Stock, $6.50 Cumulative ED • E • Preference Stock, Class A Stock, Class B Stock and Common Stock, respectively are as hereto- fore authorized and are as follows: 1. The holders, respectively, of the 5 Dividend Series Preferred Stock, the ,$5.50 Dividend Series Preferred Stock, the 6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock the 17 Dividend Series Preferred Stock and the Original Series Preferred Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors fixed dividends at the rate of Five Dollars W) per share per annum upon the w5 Dividend Series Preferred Stock, at the rate of Five Dollars and Fifty Cents ($5.50) per share per an- num upon the $5.50 Dividend Series Preferred Stock at the rate of Six Dollars ($6.00) per share per annum upon the M6 Dividend Series Preferred. Stock, at the _rate of Six Dollars and Fifty Cents ($3.50) per sham per annum upon the 16.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ( $7.00) per share per annum upon the $7 Dividend Series Preferred Stock and at the rate of Three Dollars and Fifty Cents (�3.50) Der share per annum upon the Original Series Preferred Stock and no more payable semi-annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cuulative from'the dividend date next preceding the date of the original issue of each share thereof, unless such sham shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Direc- tors for the taking of a record,of the shareholders for the dividend payable on such dividend date, in which case the dividends on such sham shall be cumulative from the dividend date next succeeding the date of issue thereof. All such dividends shall be paid or set apart be- fore any dividends upon the Cumulative Preference Stock (the term "Cumulative Preference Stocks" being here and hereinafter used to mean collectively the 0,,,4 Cumulative Preference Stock, . 5.50 Cumulative Preference Stock, $6 Cumulative Preference Stock and $6.50 Cumulative Preference Stock), the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if dividends at said rates, respectively, shall not have been so paid, the deficiency shall be paid or set apart before any dividends s',a.11 be raid on or set apart for the Cumulative Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock, if such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term "Preferred Stocks" being here and her-Anafter used to mean collectively the 15 Divi,,lend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Preferred Stock), respectively, then dividends to the extent of such surplus as is available may nevertheless, be declared by the Board of Directors in its discretion, but such �Idividends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respective- ly, shall be the same. Accumulations of dividends shall be paid upon the same basis, No such dividend declared at a less rate than the prescribed rate shall reduce except pro tanto, the amount of dividends prescribed and cumulating. Whenever all cumulative dividends on the Pre- ferred Stocks for all previous years and all dividends thereon for all previous dividend per- iods (semi-annual, quarterly or monthly, as the case may be) of the current year shall have been paid , or the Corporation shall have set aside and appropriated from its surplus a sum. suffic- ient for the payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Cumulative Preference Stocks, the Class A Stock, the Class B Stock and the Comm-)n Stock, payable then or thereafter out of any remaining surplus. None of the Preferred Stocks shall be entitled to patticipate in or receive any dividend or share of surplus, wheth- er payable in cash, stock or property, in excess of the aforesaid cumulative dividends res- j pectively; provided, however, that while, but only while the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the Board of Dir- ectors in its discretion, may, but shall not be required to declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original Series Preferred Stock, but not upon any other class of the preferred Stocks, not exceeding in the aggregate fifty cents (50c) per share in any one calendar year, which additional dividends, if declared, • may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stocks, the Class A Stock, the Class B Stock and/or the Common Stock. 2. The Holders, respectively, of the $4 Cumulative Preference Stock, the $5.50 Cumulative pre the Cumulatice Preference Stock ference Stock./the .50 Cumulative Preference Stock shall be entitled to receive from the surplus of the Corporation available for dividends, but only as and when declared by the • Board of Directors fixed cumulative dividends at the rate of Four Dollars ($4) per share p-er annum upon the $4 Cumulative Preference Stock, at the rate of Five Dollars and Fifty Cents ($5.50) per share per annum on the $5.50 Cumulative Preference Stock, at the rate of Six Dol- lars ($6) per share per annum upon the $6 Cumulative Preference Stock and at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $8.50 Cumulative Preference Stock. and no more (except as hereinafter specifically provided), payable semi-annually, quarterly or monthly, and on such dates, as the Board of Directors shall from time to time determine. Said dividends, respectively shall be cumulative from the dividend date next preceding the date of the original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the shareholders for the dividend payable on such dividend date, in which case the dividends on such share shall be cumulative from the dividend date next suc- • ceeding the date of issue thereof. All such cumulative dividends shall be paid or set apart before any dividends on the -Class A,Stock, the Class B Stock and/or the common stock shall,be paid or set apart,.so that if cumulative dividends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or set apart for the Class A Stock the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors, shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Cumulative Preference Stocks, respectively, then dividends to the extent of such surplus as .is available may, nevertheless, be declared by the Board of Directors in its discertion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Cumulative Preference Stocks bears to the prescribed cum- ulative dividend rate upon such class, respectively, shall be the same. Accumulations of divi- dends shall be paid upon the same basis. No such dividend declared at a less rate that the pre- scribed rate shall reduce, except pro tanto,.the amount of divid-nds prescribed and cumulating The Board of Directors may also declare and pay, from the surplus of the Corporation remain- • ing after the payment of such cumulative dividends upon the Cumulative Preference Stocks, non -cumulative additional dividends upon the $4 Cumulative Preference Stock (but not upon any, other class of the Cumulative Preference Stocks) aggregating, but not exceeding One Dollar ($1.00) per share in any calendar year, and such non -cumulative additional dividend of One Dol- lar ($1.00) per share shall be declared and paid or set aside from surplus in full in any cal- endar year before any dividends shall,be declared or paid or set apart from surplus in such calendar year'up-n the Common Stock pursuant to Subdivision 7 hereof. Iffhenever all cumulative dividends on the Cumulative Preference Stocks for all previous years and all cumulative divi- dends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside IS M • • • and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Dir- ectors may thereupon, but not otherwise, declare dividends on the Class A Stock, The Class B Stock and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the provisions of Subdivision 7 hereof) payable then or thereafter out of any remaining surplus. The Corporation agrees that it will reimburse to the registered owner of any shares of $5.50 Cumulative Preference Stock, $6 Cumulative Pre- $6.50 Cumulative Preference Stock ference Stock,/when paid by or for account of such registered owner, all taxes (other than income, succession and inheritance taxes) of the Commonwealth of Pennsylvania or of any county of taxing authority therein (but not for any interest or penalty assessed or paid in addition ,to the amount of any such tax as originally assessed), which may be lawfully imposed or asses- sed under or by virtue of any present or future law upon such shares or upon such registered i owner as a resident of said Commonwealth by reason of the ownership thereof, but not exceed- ing in the aggregate in any one year four mills per annum for each dollar of the taxable value thereof, upon receipt at the office or agency of the Corporation in the Borough of Manhattan The City of New York, within 60 days from the date of each and every payment of such tax, of a written request (sworn to if requested by the corporation) for such reimbursement stating ;the facts entitling such owner to such reimbursement; provided, however, that the Corporation Lshall not be obligated to make reimbursement on account of any such tax except out of the net profits or surplus remaining after the payment of or the setting aside of an amount for the 'payment of dividends, declared prior to the application for such reimbursement, upon the stock I'pf the corporation of any and all classes. 3. The holders of the Class A. Stock shall be (entitled to receive from the surplus of the Corporation available for dividends, but only as nd when declared by the Board of Directors, dividends at the rate of Two Dollars ($,2) per share per annum (her^inafter called "priority dividends on the Class A Stock"), payable quart- erly on February 1, May 1, August 1 and November 1 in each year, beginning with the quarterly dividend 'period ending May,l, 1925. Such dividends shall be non -cumulative, but shall be.de- clared and paid or set aside from surplus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 4. Whenever the full priority dividends on the Class A Stock, at the rate specified in Subdivision 3 hereof, for the current quarterly dividend period, shall have been paid, or the corporation shall have set aside and appropriated. from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the the Board of Directors may thereupon, during said quarterly dividend period, but not otherwise declare dividends on the Class B Stock, payable then or thereafter out of any remaining sur- plus, at the rate of Two Dollars ($2) per share per annum (hereinafter called ttprio-rity divi- dends on the Class B Stock"); provided, however, that the aggregate amount of priority divi- dends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the actual amount of priority dividends in the aggre- gate, paid on, or set aside or appropriated for, the Class A Stock for such quarterly divid- end period pursuant to the provisions of Subdivision 3 hereof. 5. 6"Jh9never the full prior- ity dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdi- • visions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the 'payment thereof, the Board of Directors may thereupon declare additional non -cumulative divi- dends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty Cents (C.50) per share for any one calendar, year, payable out of ,any 2emaining surplus; provided, however, that the aggregate amount of additional dividends .29.E declared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additional dividends, in the aggregate declared upon the Class A Stock in such quarterly dividend period pursuant to this Subdivision 5. Such additional non -cumulative dividends of Fifty Cents ($.50) per share shall be declared, and paid or set aside from surplus in full in any calendar year before any dividend shall be declared or paid or set aside from surplus lip ull- i-ft &ny, oalgadar y%aF b9fo129 any digid� • Shall be declared-ep paid er sot &aide .fraffi qurplua')in such calendar year upon the Common Stock pursuant to the provisions of Subdivision 7 hereof. 6. Whenever the full priority divi- dends on the Class A Stock and the Class B Stock permitted�GA th9 Clasp .4 %tGQk and t144 Glass B Stock permitted) by the provisions of Subdivisions and 4 hereof for the current quarterly dividend period, shall have been paid, or the Corporation shall have set aside and appropria- • ted from its surplus a sum sufficient for the payment thereof, and in case the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class B Stock, pursu- ant to the provisions of Subdivision 4 hereof, the Board of Directors may thereupon (whether or not additional non -cumulative dividends shall have been declared upon the $4 Cumulative Prey ference Stock or upon the Class A Stock and the Class B Stock pursuant to the provisions of Subdivision 2 or Subdivision 5 hereof), but need not, during such quarterly dividend period, but not otherwise, declare dividends on the Common Stock, and (to the extent but only to the Common Stock shall exceed the rate of such dividends per Aare on the extent that the rate of such dividends per sharp on the/Class B Stock declared for such quart- erly dividend period pursuant to Subdivision 4 and 5 hereof) additional dividends on the Class B Stock, payable then or thereafter out of any remaining surplus; provided, however, that the • ,aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this subdivision 6 shall not be greater than such excess. 7. Whenever in any quarterly non -cumulative dividend period priority dividends and additional /dividends shall have been paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, respectively, and whether or not dividends shall have been declared upon the Class B Stock and the Common Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Directors may thereupon, but not otherwise, declare addit- ional dividends on the Class A Stock and',thP Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, if any, declar- ed upon the CommonStock pursuant to the provisions of Subdivision 6 hereof), to the exclusion of the Preferred Stocks, payable then or thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quarterly dividend period pursuant to the foregoing Subdivisions hereof; provided however, that (a) if, in any • calendar year, the additional dividends declared on the Class A Stock pursuant to Subdivision al 5 hereof shall exceed in the aggregate the aggregate amount of addition/ dividends declared on the Class B Stock in such calendar year pursuant to Subdivision 5 hereof, no additional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant to this subdivision 7 unless and until in such calendar year dividends shall be declared, pursu- • ant to this Subdivision 7, on the Common Stock and (subject to the limitations set forth in Clause (c) of this Subdivision 7) on the Class B Stock, �b an amount in the aggregate equal to such excess; (b) all dividends declared pursuant to this Subdivision 7, other that dividends on the Common Stock and the Class B Stock to the extent provided in Clause (a) of this Subdiv- ision 7 shall be declared in such manner that (i) the holders of the Class A Stock shall re- ceive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B i M 4n M Stock and the holders of the Common Stock shall together receive the remaining one-half of s such dividends, subject, however to the limitations set forth in the following Clause (e) of this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this subdivision 7 at a rate per share greater than the excess of the rate per share of all dividends declared on the • Common Stock in such quarterly dividend period pursuant to this Subdivision 7 or Subdivision I I, 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly dividend period pursuant to Subdivision -4, 5 and 6 hereof; nor shall any dividends be declared in any quarterly dividend period on the Common Stock pursuant to this Subdivis- ion and Subdivision 6 hereof at a rate per share greater than the rate per share of all divi- dends declared on the Class B Stock in such dividend period pursuant to this Subdivision 7 and any other subdivisions hereof. B. The amount of surplus payable as dividends on the Class A Stock in.any quarterly dividend period, pursuant to Subdivision 3 hereof, may be cap- italized in whole or in part by the declaration in any such period of a dividend, payable I in Class A Stock, issued to the holders of Class A Stock. The amount of surplus payable as dividends on theClass B Stock in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a class dividend, payable in any/classes of stock now or hereafter created, issued exclusively to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be capitalized in whole or in part by the declatation in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued ex- clusively to the holders of the Common Stock. The amount of surplus payable as dividends on • the Class A Stock, pursuant to Subdivision 5 or Subdivision 7 hereof, may be capitalized by - the declaration of a dividend payable in stock of any class or classes now or hereafter treat ed, other than Class B Stock andCommon Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distrib- ution of the assets -of the Corporation upon liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The amount of surplus,payable as dividends on the Cumu- lative Preference Stock of any class in any quarterly dividend period, pursuant to Subdivision 2 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend payable in Cumulative Preference Stock of any class or in any class of stock senior thereto, issued to the holders of Cumulative Preference Stock, provided, however, and only if, the holders of the Cumulative Preference Stock of such class shall be given the election to receive in cash the dividend, or portion thereof, so capitalized. The provisions of this Subdivision 8 are subject to the limitation, however, that no dividend, payable in stock of an any class, shall be declared upon class of stock_, unless, at the time of such declaration, • cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the forgoing Subdivisions hereof. The number of sharps of each class of stock, respectively, to be issued in respect of any such dividend, shall be determined by the Board of Directors of 11 ,the Corporation in their sold discretion. In no event shall any dividend on any class of 'stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquid- ;,ation or dissolution or winding up (whether voluntary or involuntary) of the Corporation. i (a) The holders of the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and $7 Divi- dend Series Preferred Stock shall be entitled to be paid the sure of One hundred Dollars ($100) per share and the holders of the Original Series Preferred Stock shall be entitled to be paid p q the sum of Fifty Dollars ($50.) per share, and in each case, an amount equal to the unpaid i cumulative dividends thereon accrued respectively to the date of payment, whether or not there' shall then be any surplus, before any amounts shall be paid to or assets distributed amoung the holders of the Cumulative Preference Stocks, Class A Stock, Class B Stock and/or Common Stock; and (b) after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not otherwise, the holders of the e-4 • Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars ($50) per share and the holders of the $5.50 Cumulative Preference Stock, the $6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock shall be entitled to be Maid the sum of One Hundred Dollars ($100) per share, and in each case, an amount equal to the unpaid cumulative dividends thereon accrued respectively to the date of payment, whether or not there shall be • i any surplus, before any amount shall be paid to or assets distributed among the holders of them Class A Stock, Class B Stock and/or Common Stock; and (c) after the payment to or setting aside for holders of the Cumulative Preference Stock of the amounts above provided therefor, but not otherwise, the holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share,.before any amount shall be paid to or assets distributed among the holders of theClass B Stock a.nd;or Common Stock; and (d) after the payment to or set--- ting aside for the holders of the Class A Stock of the amount above provided, but not otherwise, the holders of theClass B Stock shall be entitled to be paid pro rate, an amount equal to thirty-five Dollars ($35) per share, but not exceeding in the aggregate the aggregate amount so paid to the holders of theClass A Stock, before any further amount shall be paid to or distributed among the holders of theClass A Stock and before any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of theClass B Stock of the amount above provided, but not otherwise then of the aggregate amount paid to or set aside for the holders of theClass A Stock pursuant to • Paragraph (c) of this subdivision 9 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock pursuant to Paragraph (d) of this Subdivision 9, the amount of such excess, if any, shall be distributed wholly and exclusively among and paid to the hold- ers of the Common stock pro rata according to their respective shares, before any further amount, shall be paid to or distributed among the holde--s of the Class A Stock; and (f) after the payment pro rata to or setting aside for the holders of Class B Stock of the amount, in the aggregate above provided, and if any amount shall be distributable to the holders of the Common Stock pursuant to Paragraph (e) of this Subdivision, after the payment pro rata to or setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise one-half of the remaining assets and -..funds shall be distributed wholly and exclusive- ly among and paid to the holders of theClass A Stock pro rata according to their respective shares, and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their • respective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Preferred Stocks respectively, in such manner that the proportion which the amount distributed to the 1.olders of each class of the Preferred Stocks bears to the full • amount hereinabove in said Paragraph (a) prescribed for such class, respectively shall be the same. In case the assets and funds of the Corporation shall be insufficient to pay the hold- ers of the Cumulative Preference Stocks the full amounts hereinabove in Paragraph (b) of this subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to the holders of the Cumulative Preference Stocks, respectively, in such manner that the IS to M 4� M U • • proportion which the amount distributed to the holders of each class of the Cumulative Pre- ference Stocks bears to the full amount hereinabove in said Paragraph (b) prescribed for such class, respectively, shall be the same. 10. At the election of the Corporation to be exer- cised by resolution of its Board of Directors, the $5 Dividend Series preferred Stock, the 5.50 Dividend Series Preferred Stock the. $6 Dividend Series Preferred Stock, the $6.50 Divi- Stock dend Series Preferred,/the $7 Dividend Series Preferred Stock, the Original Series Preferred Stock, the $4 Cumulative Preference Stock, the $5.50 Cumulative Preference Stock, the $6 Cumulative Preference Stock and/or the $6.50 Cumulative Preference Stock in whole or in part, may be redeemed at any time.and from time to time upon thirty dayst previous notice given in such manner as may be prescribed by the by-lgws or by resolution of the Board of Directors at the price for the $5 Dividend Series Preferred Stock of One Hundred and Two Dollars ($102) 'per share at the price for the $5.50 Dividend Series Preferred Stock of One Hundred and Two Dollars and Fifty Cents ($102.50) per share at the price for the $6 Dividend Series.Preferred !Stock, the $6.50 Dividend Series Preferred. Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per share, at the price for the Original Series Pre- ferred Stock and the $4 Cumulative Preference Stock of Sixty Dollars ($60) per share and at the price for the $5.50 Cumulative Preference Stock, the $6 Cumulative Preference Stock and the '$6.50 Cumulative Preference Stock of One Hundred Dollars ($100) per share, together, lfi__each case, with the unpaid cumulative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the Preferred Stocks or of any class of the Cumulative Preference Stocks shall be redeemed, the shares to be redeemed shall be determined In such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemaption shall cease to accumualate and all rights of th- holders thereof as stockholders of the Corporation, except the right to receive the re- demption price shall cease and terminate. 11. Except as in this subdivision otherwise expressly provided, no holder of stock of the Corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corp- oration issued or to be issued or sold, now or hereafter authorized, or of any obligations "convertable into stock of the Corporation of any Cass, other than such if any, as the Board of Directors in its discretion may determine. Any shares or convertible obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or ,';classes of stock at the time outstanding, except that no shares of Class B Stock or Common or obligation I�Stock/convertable into Class B Stock or Common Stock shall be so offered to others than the 1,. holders of Class B Stock without the vote or written consent of the holders of the majority ,holders the Class B Stock at the time outstanding. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any !shares of Class B Stock and/or Common Stock to be issued or sold, now or hereafter authorized and to any obligations convertable into Class B Stock and/or common Stock, unless the holders of a majority of the Class B Stock at the time outstanding shall by vote or in writing, con- sent to the issue or sale thereof without first offering the same to the holders of the Class 'B Stock for subscription. No such consent of the holders of a.majority of the Class B Stock shall ,operate as a waiver of said preferential right of subscription except as to the shares of class B Stock and/or Common stock expressly specified in such consent 12. The corporation shall have, and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any classs, including the classes herein created, and to authorize and create new or additional class or classes of stock, which may be inferior to, or on an equality with or superior to any class or classes of stock of the Corporation at the time outstanding, including the classes of stock herein created; provided, however, that no class of stock superior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstsanding shares of the Preferred Stocks (including any class or 'classes of preferred stock hereinafter created and having the right to vote the^eon) as shall vote in person ag by- p•gr-sor4 or by proxy at a meeting held for the purpose after due notice to the is I� holders of such shares, including at least a majority of such of the holders of the outstand- ing shares of Original Series Preferred Stock, and at least a majority, collectively, of such of the holders of the outstanding shares of Original Series Preferred Stock and such of the holders of the outstanding shares of W Dividend Series Preferred Stock, as shall vote in • II person or by proxy at such meeting; and provided, further that the relative preferences of the $5 Dividend Series Preferred Stock, the5.50 Lividpnd Series Preferred Stock, the;G j� Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the 07 Dividend Series Preferred Stock and the Original Series Preferred Stock shall not thereby be changed or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected; (b) to chanCD ge the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different number of shares, or (2) into the same or a different number of shares with par value, or (3) if theretofore changed into shares with par value into the same or a different number of shares without par value; provided that the aggregate dividends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price(if redeem- able) to which the new shares, issuable in lieu of the then outstanding shares of any class, shall be entitled, shall be eoual respectively to the aggregate dividends, the aggregate am- • ount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the respective class shall be entitled, and that each holder of the then outstanding shares of the respective class shall be entitled to receive such proportion of the new shares issuable in lieu of the th9n out- standing shares of such class, as the number of the then outstanding shares of such class held by him shall bear to the total number of sharps of -- such class then outstanding, and provided further that otherwise such new shares shall have the same preferences, privileges, voting powers, restrictions and qualifications as the then outstanding shares of slit class; and (c) to distinguish, by such designation or in such !Wanner as it may determine, the sev- eral classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions of Subdivision 11 here of, the Corporation shall have power and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes, from time to time, as the Board of Directors shall determine and, in the absence of • fraud in the transaction, for such consideration as, from time to time may be fixed by the Board of Directors. Any and all shares so issued shall be deemed fully paid and non -assess- able and the holder of such shares shall not be liable to the Corporation or its creditors in respect thereto. The corporation shall have power and authority at any time and from time to time, in accordance with law, to confer upon the holders of the Preferred Stocks of the • Corporation of any class or classes, now or hereafter authorized and/or outstanding, the right and privilege of exchanging or converting the same for or into shares of Preferred Stock bearing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such cnditions as the Board of Directors may determine, and to authorize the issuance of such Preferred Stock, Class A Stock and/or Common Stock upon the of preferred stock as well s upon the exchange or conversion exchange or conversiony obonds, det fentures, debenture certificates, notes, certificates or 301 • 0 • • • evidences of indebtedness or other debt securities of the Corporation. The relative prefer- ences, privileges and voting powers of the Class A Stock on the one hand and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any of the rights of the holders of the Class A Stock without the written consent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at the time outstanding. 13. The Preferred Stocks, the cumulative Preference Stocks, the ,,Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/or preferences he-_»ein created in favor of the holders of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock, respectively as afore- said, the holders, respectively, of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock shall and do herby waive and relinquish in favor of the Class B Stock, and are hereby specifically excluded from all voice and vote in the elec- tion of directors, in the managemant of the Corporation in any proceeding for mortgaging its property and franchises pursuant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Six- teen, for the issuance of stock to employees pursuant to Section Fourteen, for guaranteeing the bonds of another corporation pursuant to Section Nineteen for sale of franchises and pro- perty pursuant to Section Twenty for change of purposes powers or provisions number of dir- ectors or location of office pursuant to Section thirty-five, for establishing prioities or creating preferences among the several classes of stock or making any other changes in re- spect of shares, capital stock, or capital pursuant to Section Thirty-six (except as otherwise or provided in Subdivision 12 hereof) for consolidation pursuant to Sectiori Eighty-six/for vol- untary dissolution pursuant to Section One Hundred and five of the Stock Corporation Law or pursuant to any amendment or amendments to said sections or any of them or to any section or sections substituted therefor or to any other provision of law no,sT or hereafter in force, or for change of name pursuant to the General Corporation Law or other law, or in any other pro- , eesding or upon or in respect of any other matter or question requiring the vote or consent of the stockholders, now or hereafter provided by law, the Preferred Stocks, Cumulative Pre- ference Stocks, Class A Stock and Common Stock being each specifically excluded from the right to vote in any such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were ex- pressly named herein, all such voice and vote being hereby vested exclusively in and reserv- ed to and for the holders of the Class B Stock; provided, however, as follows: (a) In case default shall be made in the payment of cumulative dividends on the �"5 Dividend Series Prefer- red Stock and the arrearages of cumulative dividends thereon shall equal at lest Tan Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $"5.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends there- on shall equal at least Eleven Dollars ($11.00) per share, or in case default shall be made in the payment of cumulative dividends on the $.6 Divi end Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at lest twelve dollars ($12.00) per sham, or in case default shall be made in the payment of cumulative dividends on the %.6.50 Dividend Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Thirteen Dollars (13.00) per share, or in case default shall be made in the payment of cumulative dividends on the $7 Dividend Se_-ies Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars (14.00) per share, or in case default shall be made in the payment of cumulative dividends on the Original Series Preferred Stock and the arreara;es of cumulative dividends thoreon shall equal at least Seven Dollars (67.00) per share, then an? thereupon, during but only during, the continuance of such default, the holders of the Preferred Stocks shall have full voting rights on an equality with the holders of the Class B Stock, (b) In case default shall be made in the payment of cumu- lative dividends on the $5.50 Cumulative Preference Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars (,�,11.00) per share, then and thereupon during, but only during the continuance of such default the holders of the �15.50 Cumulative Preference Stock shall have full voting rights on an equality with the holders of the Class B Stock. (c) In case at any time the Corporation shall have failed to declare and pay or set aside during the next preceding period of twenty-four consecutive calendar months, cor�mencingj not earlier than January 1, 1925, dividends on the Class A Stock outstanding during the whole of said period amounting to at least $4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the Class.A Stock aggregating $4 per share duping 4-ut, only during a successive twenty-four months' period of the holders of the Class A Stock shall have the voting power, to the exclusion of the hold- erd of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (d) Whenever the holders of a majority of the shares of Class B Stock at any tir_e outstanding shall in person or by proxy, by vote at a meeting or instrument in writ ng, consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders or fl,enerally for any period specified in such consent, then, whether or not the holders of the Preferred Stocks the holders of the Common Stock shall have the right to Rote shall then be entitled to vote,/together with the holders of the Glass B Stock, in the pro- ceeding or upon the matter or question or at the meeting or meetings or generally for the period or periods specified in such consent, but not otherwise, on an equality with the hold- ers of The Class B Stock and in the same manner and with the same farce and effect as though the holders of the outstanding shares of Comm n Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time. Nothing herein is intended to fix the number of directors of the Corporation or to prevent any increase or decrease thereof by the holders of the Class B Stock. No holder of any class of the preferred Stocks or of any class of the Cumu- lative Preference Stocks or of Class A Stack or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the ;receding Subdivision 12) shall be entitled to notice of any meeting of stockholde,s, subject to conflicting statutory requirements, if any, Nothing herein shall prevent the Board of Directors of the Corporation at any time from recuesting or obta.ining the vote or consent of the holders of any class or classes of the Pre- ferred Stocks and/or the Cumulative Preference Stocks and/or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or necessary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding cap- ital stock of the Corporation, without regard to the classification thereof, or a specified percentage of the outstanding shares of any one or more of such classes of stock; but nothing herein shall, or is intended to authorize or empower the Board of Directors to waive, relin- quish or impair the voting and other rights herein conferred upon the holders of the Class B Stock. Whenever the holders of any class or classes of the Preferred Stocks shall be entit- led or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the class or classes entitled or permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permitted to vote for the election of two directors or as a separate class as to any other matter, each holder of such stock shall be entitled to one vote for each share held, but othe.,wise only to one vote for each �100 which such holder is entitled to receive, in the event of dissolution, liquidation or winding E • • e r; M M up of the Corporation, on the shares held by such holder under the provisions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. In all cases, each holder of Class B Stock shall be entitled to one vote for each shares of such stock held by him. 'Phen- ever the holders of the Cumulative Preference Stocks of any class or the Common Stock shall be entitled or permitted to vote as to any matter, each holder of stock of the class permit- ted to vote shall be entitled to one vote for each share of stock held by him. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise a special meeting of stockholders shall, upon the written request of the holders of record of I'not less than ten per cent, of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may • then be directors shall terminate and a new Board of Directors shall be elected two thereof by the holders of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rights of the Preferred Stocks to participate in such election if then entit- led to vote. Whenever and as often as the right of the holders of Class A Stock to elect t,o directors shall teminate the terms of office of the two directors then in office, elected by the holders of the Class Stock, shall thereupon expire and the vacancies shall be filled in the manner provided by the by-laws of the Corporation. 14. Dividends on all classes of stock shall be declared only when and as the Board of Directors shall in their sole discre- tion deem the same advisable, and only from the surplus of the Corporation as such shall be fixed and determined by said,Board. Unless the Board of Directors shall otherwise provide, of record a dividend on any class of stock shall be payable only to holders/of shares of such class on the d-,y fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the date of declaration or the date of payment of such dividend and • no person not a holder of record of shares of such class on such day shall be entitled to par- ticipate in or receive such dividend, notwithstanding that he may have been a holder of shares of such dividend or may have become a holder of such class on the date of the declaration/of such class prior to the date for the payment of such dividend. For the purpose of determining the respective rights of the r.olders of Class A Stock and the holders of'Class B Stock and Common Stock in any distribution of surplus and/or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, lwhethe-r cancelled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock, held by any corporation, association or trust all or a majority of whose shares or of any class the::-eof having voting power shall be held directly or indirectly by the Uorporation, and such shares of Class A Stock shall be deemed outstanding for all pur- pose's except the right to vote for the election of two directors, and., except as aforesaid such holder of shares of Class A Stock shall have the same rights as any other holder of shares of Class A Stock. V. The statement respecting its capital contained in the certific- ate of incorporation of said Corporation, as heretofore amended, is to remain unchanged and is as follows: "Henceforth, the capital of the cor.pcation shall be at least equal to the sum �,of the aggregate par value of all issued shares having par value, plus the aggre€ate amount of consideration received by the corporation for the issuance of shares without par value, • plus such amounts as from time to time by resolution of the Board of Directors may be trans- ferred tl�reto11. VI. The total number of shares which said Corporation is already authorized to issue is 12,000,000 shares, all of which are without par value. Of said 12,000,000 shares already authorized, 415,000 shares are �5 Dividend Series Preferred Stock, 10,000 shares are "'5.50 Dividend Series Preferred Stock, 1$'5,000 shares are �'6 Dividend Series Pi-eferred Stock 85,000 shares are $6.50 Dividend Series Preferred Stock, 110,000 shares are '7 Dividend Series Preferred Stock, 45,000 shares are Original Series Preferred Stock, 1,000,000 shares are $4 303 Cumulative Preference Stock, 90,000 shares are $6 Cumulative Preference Stock,120000,shares are $6.50 Cumulative Preference Stock, 7,000,000 sharps are Class A Stock, 1,000,000 shares are Class B Stock and 2,000,000 shares are Common Stock. The designations, preferences. privi- leges and voting powers or restrictions or qualifications thereof or applicable to, said -classes of stock already authorized are as follows: 1. The holders, respectively, of the $5.Dividend Series Preferred Stock, the $5.50 Dividend.Series Preferred Stock, the $6 Dividend Series Pre- ferred Stock, thv $6 Plvldend.ge-ples Pre€ePped-Steek,-the $6.50 Dividend Series Preferred Stock the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall be entit- led to receive from the surplus of the Corporation available for dividends, but only as and when declared by the Board of Directors, fixed dividends at the rate of Five Dollars ($5), per share per annum upon the $5 Dividend Series Preferred Stock at the rate of rive Dollars and Fifty Cents ($5.50)per share per annum upon the $5.50 Dividend Series Preferred Stock; at the rate of Six Dollars ($6.00) per share per annum upon the $6, Dividend Series Preferred Stock, at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Dividend Series Preferred Stock, at the rate of Seven Dollars ($7.00) per share per annum upon the $7 Dividend Series Preferred Stock and at the rate of Three Dollars ,and, Fifty City ($3.50) per share per annum upon the Original Series Preferred Stock, and no more, payable semi-annually, quarterly or monthly, and on such dates, respectively, as the Board of Directors shall from time to time determine. Said dividends, respectively, shall be cumulative from the dividend date next preceeding the date of the original issue of each share thereof, unless such share shall be issued (a) on a dividend date, in which case the dividends on such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the share holders for the divi- dend date payable on such dividend date, in which case the dividends on such share shall be cumulative,from the dividend date next succeeding the date of issue thereof. All such d.ivid= ends shall be paid or set apart before any dividends upon the Cumulative Preference Stocks (the term "Cumulative Preference Stocks"being here and hereinafter used to mean collectively the $4 Cumulative Preference Sto: k, . $6 Cumulative Preference Stock and $6.50 Cumulative Pre- ference Stock) the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if dividends at said rates, respectively, shall not have been so paid, the deficiency shall be paid or s--t' apart before any dividends shall be paid on or set apart for the Cumulative Preference Stocks, the Class A Stock ,the Class B Stock and/or the Common Stock. If such surplus, as determined by the Board of Directors shall not on any dividend date be suf- ficient to pay dividends of the prescribed amounts upon the Preferred Stocks (the term "Prefer- red Stocks" being here and hereinafter used to mean collectively the $5 Dividend Series Pre- ferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, t6.50 Dividend Series Preferred Stock, $7 Dividend Series Preferred Stock and Original Series Pre- ferred Stock), respectively, then dividends to the extent of such surplus as is available may nevertheless, be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Preferred Stocks bears to the prescribed cumulative dividend rate upon such class, respectively shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce, except pro tanto, the amount of dividends prescribed and cumulating. Whenever all cumulative dividends on the Preferred Stocks for all previous years and all dividends thereon for all previous dividend periods (semi-annual quart rly or monthly, as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from:its surplus a sum sufficient for the n U U U U E 6� payment thereof, the Board of Directors may thereupon, but not otherwise, declare dividends on the Cumulative Preference Stocks, the Class A Stock, the Class B Stock, and the Common Stock, payable then or thereafter out of any remaining surplus. None of the Preferred Stocks shall be entitled to participate in or receive any dividend or share of surplus, whether pay- able in cash, stock or property, in excess of the aforesaid cumulative dividends respectively however • provided/that while but only while, the holders of the Original Series Preferred Stock shall not be entitled to vote for the election of directors, the'Board of Directors in its Discre- tion may, but shall not be required to, declare and pay from the surplus of the Corporation non -cumulative additional dividends upon the Original %eries Preferred Stock, but not upon any other class of the Preferred Stocks, not exceeding in the aggregate fifty cents (50c.) • per'share in any one calendar year, which additional dividends, if declared may be paid or set apart before any dividends shall be paid or set apart for the Cumulative Preference Stocks the Class A Stock, the Class B Stock and/or the Common Stock. 2. The holders, respectively of the $4 Cumulative Preference Stock, the $6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock, shall be entitled to receive from the surplus of the Corpaatinn available for dividends, but only as and when declared by the Board of Directors, fixed cum- ulative dividends at the rate of Four Dollars ($4) per share per annum upon the $4 Cumulative Preference Stock, at the rate of Six Dollars ($6) per share per annum upon the $6 Cumulative Preference Stock and at the rate of Six Dollars and Fifty Cents ($6.50) per share per annum upon the $6.50 Cumulative Preference Stock and no more (except as hereinafter specifically provided) payable semi-annually, quarterly or monthly, and on such dates, as the Board of Directors shall from time to time detremine, Said dividends, respectively shall be cumulat- ive from the dividend date next preceding the date of the original issue of each share there- of, unless such share shall be issued (a) on a dividend date,'in which case the dividends on • such share shall be cumulative from the date of issue thereof, or (b) before a dividend date and after the date fixed by the Board of Directors for the taking of a record of the share- holders for the dividend payable on such dividend.date, in which case the divid^nds on such share shall be cumulative from the dividend date next succeeding the date of issue thereof. cumulative all such/dividends shall be paid or set apart before any dividends on the Class A Stock, the Class B Stock and/or the Common Stock shall be paid or set apart, so that if cumulative div- idends at said rate shall not have been so paid, the deficiency shall be paid or set apart before any dividends shall be paid or'set apart for the Class A Stock, the Class B Stock and/ or the Common Stock. If such surplus, 'as determined by the Board of Directors shall not on any dividend date be sufficient to pay dividends of the prescribed amounts upon the Cumulat- as is available ive Preference Stocks, respectively, then dividends to the extent of such surplus/may, never- theless be declared by the Board of Directors in its discretion, but such dividends shall be so declared that the proportion which the dividend upon each class of the Cumulative Prefer- ence stocks bears to the prescribed cumulative dividend rate upon such class, respectively shall be the same. Accumulations of dividends shall be paid upon the same basis. No such dividend declared at a less rate than the prescribed rate shall reduce except pro tanto, the amount of dividends prescribed and cumulating. The Board of Directors may also declare and pay, from the surplus of tYa Corporation remaining after the payment of such cumulative • dividends upon the Cumulative Preference Stock, non-cumuative additional dividends upon the .4 Cumulative Preference Stock (but not upon any other class of the Cumulative Preference Stocks) aggregating but not exceeding, One Dollar (1.00) per share in any calendar year and such non -cumulative additional dividend of One Dollar ($1.00) per share shall be declared and paid or set aside from surplus in full in any calendar year before any dividends shall be de- clared or paid or set apart from surplus in such calendar year upon the Common Stock, pursu- 305 ant to Subdivision hereof. Whenever all cumulative dividends on the Cumulative Preference 0 6 Stocks for all previous years and all cumulative dividends thereon for all previous dividend periods (semi-annual, quarterly or monthly as the case may be) of the current year shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum suf- ficient for the payment thereof, the Board of Directors may thereupon but not otherwise, dec- lare dividends on the Class A Stock, the Class B Stock and the Common Stock (subject to the provisions of this Subdivision 2 with respect to dividends on the Common Stock pursuant to the • provisions of Subdivision 7 hereof) payable then or thereafter out of any remaining surplus. - The Corporation agrees that it will reimburse to the registered owner of any shares of $6 Cumu- lative Preference Stock or of $6.50 Cumulative Preference Stock, when paid by or for account of such registered owner, all taxes (other than income, succession and inheritance taxes ) of • the Commonwealth of Pennsylvania or of any county or taxing authority therein (but not for any interest or penalty assessed or paid in addition to the amount of any such tax as originally assessed), which may be lawfully imposed or assessed under or by virtue of any present or future law upon such shares or upon such registered owner as a resident of said Commonwealth by reason of the ownership thereof, but not exceeding in the aggregate in any one ea19adaP year four mills per annum for each dollar of the taxable value thereof, upon receipt at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, within 60 days from the date of each and every payment of such tax, of a written request (sworn to if requested by the Corporation ) for such reimbursement stating the facts entitling such owner to such reimbursement; provided, however, that the Corporation shall not be obligated to make reimbursement on account of any such tax except out of net profits or surplus remaining after the payment of or the setting aside of an amount for the payment of dividends, declared prior to the application for such reimbursement, upon the stock of the corporation of any aind all classes. 3. The holders of the Class A Stock shall be entitled to receive from the surplus • of the Corporation available for dividends but only as and when declared by the Board of Direc- tors, dividends at the rate of Two Dollars ($2) per share per annum (hereinafter called "prior- ity dividends on the Class A Stock"), payable quarterly on February 1, May 1, August 1, and November 1, in each year, beginning with the quarterly dividend period ending May 1, 1925. Such dividend shall be non -cumulative, but shall be declared and paid of set aside from surplus in full in each quarterly dividend period before any dividend shall be declared or paid or set aside from surplus on the Class B Stock and/or the Common Stock in such quarterly dividend period. 4. Whenever the full priority dividends on the Class A Stock at the rate specified in Subdivision 3 hereof, for the current quarterly dividend period, shall have been paid or , the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment of said dividends on the Class A Stock, the Board of Directors may thereupon during said quarterly dividend period, but not otherwise, declare dividends on the Class B Stock, payable then or thereafter out of any remaining surplus, at the rate of Two Dollars ($2) per share per annum (hereinafter calledlfpriority dividends on the Class B Stock"); provided, how- • ever, that the aggregate amount of priority dividends declared upon the Class B Stock pursuant to this Subdivision 4 for any such quarterly dividend period shall in no event exceed the act- tual amount of priority dividends, in the aggregate, paid on, or set aside or appropriated for the Class A Stock for such quarterly dividend period pursuant to the provisions of Subdivision • 3 hereof. 5. Whenever the full priority dividends on the C1 Stock he C Stock p y � ass A toc and the lass B toc permitted by the provisions of Subdivisions 3 and 4 hereof for the current quarterly dividend period shall have been paid, or the Corporation shall have set aside and appropriated from its surplus a sum sufficient for the payment thereof, the Board of Directors may thereupon declare additional non -cumulative dividends on both the Class A Stock and the Class B Stock aggregating but not exceeding (except as hereinafter provided) Fifty Cents ($.50) per share for any one cal- endar year, payable out of any remaining surplus; provided, however, that the aggregate amount �07 of additional dividends declared upon the Class B Stock pursuant to this Subdivision 5 in any such quarterly dividend period shall in no event exceed the actual amount of additi-nal divi- dends, in the aggregate, declared upon the Class A Stock in such quarterly dividend period pursuant to this Subdivision 5. Such additional non -cumulative dividends of Fifty Cents (e.50) per share shall be declared and paid or set aside from surplus in full in any calendar year • before any dividends shall be declared or paid,or set aside from surplus in such calendar year upon the Common Stock pursuant to the provisions of Subdivision 7 he-�-eof, 6. Whenever the full priority dividends on the Class A Stock and the Class B Stock permitted by the provisions of Subdivisions 3 and 4 hereof for the current %,uart,-r°ly dividend period, shall have been paid or the Corporation shall have set aside and appropriated from its surplus a sum sufficient • for the payment thereof and in case the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid on, or set aside and appropriated for the Class A Stock, pursuant to the provisions of Subdivision 3 hereof shall exceed the actual amount of the priority dividends for such quarterly dividend period, in the aggregate, paid i on, or set aside and appropriated for the Class B Stock, pursuant to the provisions of Subdiv- 'ision 4 hereof, the Board of. Directors may thereupon (whether or not additi-nal non -cumulative dividends shall have been'declared upon the $4 Cumulative Preference Stock or upon the Class A Stock and the Class B Stock pursuant to the provisiions of Subdivision 2 or Subdivision 5 hereof) but need not during such quarterly dividend period, but not otherwise, declare divi- dends on the Common Stock, and (to the extent, but only to the extent that the.rate of such dividends per share on the Common Stock shall exceed the rate of dividends per sharp on the Class B Stock declared for such quarterly dividend period pursuant to Subdivisions 4 and 5 hereof) additional dividends on the Class B Stock, ?payable then or thereafter out of any re- maining surplus; provided, however, that the aggregate amount of dividends so declared on the Class B Stock and the Common Stock pursuant to this Subdivision 6 shall not be greater than such excess. 7. 1henever in any quarterly dividend period priority dividends and additional non -cumulative dividends shall have been paid on the Class A Stock and Class B Stock to the amounts respectively required or permitted by Subdivisions 3, 4 and 5 hereof, or the Corpor- ation shall have set aside and appropriated from its surplus a sum sufficient for the payment the Class St ck and thereof, respectively, and whether or not dividnds shall have been declared upon/Phe 8ommon Stock pursuant to the provisions of Subdivision 6 hereof, the Board of Directors may thereu- Class A Stock on, but not otherwise, declare additional dividends on the/Class B Stock and (subject to the provisions of Subdivision 2 hereof) dividends on the Common Stock (in addition to dividends, is any, declared upon the Common Stock pursuant to the provisions of Subdivision 6 hereof), to the exclusion of the Preferred Stocks, payable then of thereafter, out of and to the extent of any surplus remaining after deducting the amount of all dividends declared for such quart - however. erly dividend period pursuant to the foregoing Subdivisions hereof; provided/ that (a) if, in • any calendar year, the additional dividends declared on the Class A Stock pursuant to Subdiv- ision 5 hereof shall exceed in the aggregate the aggregate amount of additional dividends de- clared on the Class B Stock in such calendar year pursuant to Subdivision 5 hereof, no addit- ional dividends shall be paid or declared in such calendar year on the Class A Stock pursuant • to this Subdivisions 7 unless and until in such calendar year dividends shall be declared, pursuant to this Subdivision 7 on the Common Stock and the subject to I (subject .. imitations set .forth in Clause (c) of this Subdivision 7) on the Class B Stock, to an amount in the aggregate equal to such excess; (b) all dividends declared pursuant to ,this Subdivision 7, other than dividends on the Common Stock and the Class B Stock to the extent provided inClause (a) of this Subdiv- ision 7, shall be declared in such manner that (i) the holders of the Class A Stock shall re - a 0 S' ceive one-half of the aggregate amount of such dividends and (ii) the holders of the Class B Stock and the holders of the Common Stock shall together receive the remaining one-half of such dividends, subject, however,.to the limitations set forth in the following Clause (c) of ,,this Subdivision 7; and (c) in no case shall any dividend on the Class B Stock be declared in any quarterly dividend period pursuant to the provisions of this Subdivision 7 at a. rate per share greater than the excess of the rate per share of all dividends declared on the Common Stock in such quarterly dividend period pursuant to this Subdivision 7 or Subdivision 6 hereof over the rate per share of all dividends declared on the Class B Stock in such quarterly divi- Idend period pursuant to Subdivisions 4, 5 and 6 hereof; nor shall any dividends be declared din any quarterly dividend period on the Common Stock pursuant to this Subdivision and Subdivi- sion 6 hereof at a rate per share greater than the rate per share of all dividends declared on the Class B Stock in such dividend period pursuant to this Subdivision 7 and any other Subdivisions hereof. 8. The amount of surplus payable as dividends on the Class A Stock in any quarterly dividend period, pursuant to Subdivision 3 hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in Class A Stock, is- sued to the solders of Class A Stock. The amount of surplus payable as dividends on the Class B Stock in any quarterly dividend period, pursuant to any Subdivision hereof, may be capitalized in whole or in part by the declaration in any such period of a dividend, payable in any class or classes of stock now or hereafter cr^ated issued exclusively to the holders of the Class B Stock. The amount of surplus payable as dividends on the Common Stock in any quarterly dividend period, pursuant to Subdivision 6 or Subdivision 7 hereof, may be c1,.pital- ized in whole or in part by the declaration in such period of a dividend, payable in any class or classes of stock now or hereafter created, other than Class B Stock, issued exclusively to the holders of the Common Stock. The amount of surplus payable as dividends on the Class A Stock, pursuant to Subdivision 5 or Subdivision 7 hereof, may be capitalized by the declarati- onon of a dividend payable in stock of any class or classes now or hereafter created other than Class B Stock and Common Stock and any other class of stock inferior to the Class B Stock in respect of the right to receive dividends or to participate in the distribution of the as- sets of t're Corporation upon liquidation or dissolution, issued exclusively to the holders of the Class A Stock. The amount of surplus payable as dividends on the Cumulative Preference Stock of any class in any quarterly dividend period, pursuant to Subdivision 2 he=^eof, may be capitalized in whole or in part by the declaration in any sucli period of a dividend payable in Cumulative Preference Stock of,any class in any class of stock senior th?reto, issued to the holders of Cumulative Preference Stock, provided, however, and only if, the holders of the Cumulative Preference Stock of such class shall be given the election to receive in cash the dividend or portion thereof, so capitalized. The provisions of this Subdivision 8 are subject to the limitation, however, that no dividend, payable in stock of any class, shall be declared upon any class of stock, unless, at the titre of such declaration, cash dividends equal to the amount of surplus capitalized by such dividend could have been declared upon such class of stock within the limitations and restrictions set forth in the foregoing Subdiv- isions hereof. The number of shares of each class of stock, respectively, to be issued in respect of any euch dividends, shall be determined by the Board of Directors of the Corpa?at- ion in their sole discretion. In no event shall any dividend on any class of stock other than Class B Stock be payable in Class B Stock. 9. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the Corporation, (a) the holders of the $5 Dividend Series Preferred Stock, $5.50 Dividend Series Preferred Stock, $6 Dividend Series Preferred Stock, $6.50 Dividend Series Preferred Stock and 17 Dividend Series Preferred Stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share, and the holders • E • E 3®J of the Original Series Preferred Stock shall be ?ntitled to be paid the sum of Fifty Dollars ($50) per share, and in each case, an amount equal to the unpaid cumulative dividends there- on plus, before any amount shall be paid to or assets distributed among the holders of the Cumulative Preference Stocks, Class A Stock, Class B Stock and/or Common Stock; and, (b) • after the payment to or setting aside for holders of the Preferred Stocks of the amounts above provided therefor respectively, but not otherwise, the holders of the $4 Cumulative Preference Stock shall be entitled to be paid the sum of Fifty Dollars (t50) per sharp and the holders of the 4,6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock shall be entitled to be paid the sum of One Hundred Dollars ($100) per share, and, in each icase, an amount equal to the unpaid cumulative Dividends thereon accrued respectively to the date of payment whether or not there shall be any surplus before any amount shall be paid to or assets distributed among the holders of the Class A Stock, Class B Stock and/or Com- mon Stock; and (c) after the payment to or setting aside for holders of the Cumulative Pre- ference Stocks of the amounts above provided therefor, but not otherwise, the holders of the Class A Stock shall be entitled to be paid the sum of Thirty-five Dollars ($35) per share before any amount shall be paid to or assets distributed among the holders of the Class B Stock and/or Common Stock; and (d) after the payment to or setting aside for the holders of the Class A Stock of the amount above provided, but not otherwise, the holders of the Class B Stock shall be entitled to be paid, pro rata, an amount equal to thirty-five Dollars ($35) per share, but not exceed°ng in the aggregate the aggregate amount so paid to the '_Molders of the Class A Stock, before any further amount shall be paid to or distributed among the hold- ers of the Class A Stock and befo?,e any amount shall be paid to or distributed to the holders of the Common Stock; and (e) after the payment to or setting aside for the holders of the • Class B Stock of the amount above provided, but not otherwise, then if the aggregate amount paid to or set aside for the holders of the Class A Stock, pursuant to Paragraph (c) of this Subdivision 9 shall exceed the aggregate amount paid to or set aside for the holders of the Class B Stock, pursuant to Paragraph (d) of this Subdivision 9, the amount of such excess, if any shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata according to their respective shares, before any further amount shall be paid to or distributed among the holders of the Class A Stock; and (f) after the payment pro rata to or setting aside for the holders of Class BStock of the amount, in the aggregate, above provided, and if any amount shall be distributable to the holders of the Common Stock pursuant to Paragraph (e) of this Subdivision, after the payment pro rata to or the setting aside for the holders of the Common Stock of the amount so distributable, but not otherwise, one-half of the remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of theClass A Stock pro rata according to their respective shams, • and the other one-half of said remaining assets and funds shall be distributed wholly and exclusively among and paid to the holders of the Common Stock pro rata ccording to their res- pective shares. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Preferred Stocks the full amounts hereinabove in Paragraph (a) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distributed to • the holders of the Preferred Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Preferred Stocks bears to the full amount hereinabove in said Paragraph (a) prescribed for such class, respectively, shall be the same. In case the assets and funds of the Corporation shall be insufficient to pay the holders of the Cumulative Preference Stocks the full amounts he:-einabove in Paragraph (b) of this Subdivision 9 prescribed therefor respectively, such assets and funds shall be distrib- uted to the holders of the Cumulative Preference Stocks, respectively, in such manner that the proportion which the amount distributed to the holders of each class of the Cumulative Prefer- ence Stocks bears to the full amount hereinabove in said Paragraph (b) prescribed for such class respectively, shall be the same. 10 At the election of the Corporation to be exercised by resolution of its Board of Dlrectors, the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend the $7 Dividend Series Preferred Stock Series Preferred Stock,/the Original Series Preferred Stock, the $4 Cumulative Preference Stock, the $6 Cumulative Preference Stock and/or the $6.50 Cumulative Preference Stock in whole or.in part, may be redeemed at any time and from time to time upon thirty dayst previous given notice /in such manner as may be prescribed by the by-laws or by resolution of the Board of Directors, at the price for the $5 Dividend Series Preferred Stock of One Hundred and Two Dol- lars ($102) per share, at the price for the $5.50 Dividend Series Preferred Stock of One Hund- red and Two Dollars and Fifty Cents ($102.50) per share, at the price for the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock and the $7 Dividend Series Preferred Stock of One Hundred and Five Dollars ($105) per sharp, at the Price for the Original Series Preferred Stock and the $4 Cumulativ- Preference Stock of Sixty Dollars ($60) per share and at the price for the $6 Cumulative Preference Stock and the $6.50 Cumulative Preference Stock of One Hundred Dollars ($100) per share, together, in each case, with the unpaid cumul- ative dividends thereon accrued to the date of redemption. In the event that a part and not the whole of any class of the Preferred Stocks or of any class of the Cumulative Preference Stocks shall be redeemed, the shares to be redeemed shall be determined in such manner as shall be prescribed by the by-laws or by resolution of the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corpera.tion in the payment of the redemption price pursuant to such notice) all dividends on the stock so called for redemption shall cease to accumulate and all rights of the holders there- of as stockholders of the Corporation except the right to receive the redemption price, shall cease and terminate. 11. Except as in this subdivision otherwise expressly provided, no hold- er of stock of the corporation of whatever class shall have any preferential or other right of subscription to any shares of any class of stock of the Corporation issued or to be issued or sold, now or hereafter authorized or of any obligations convertable into stock of the Corpor- ation of any class, other than such, if any, as the Board of Directors in its discretion May determine. Any shares or convertable obligations which the Board of Directors may offer for subscription may in its discretion be offered to the holders of any one or more or all classes of stock to the exclusion of any other class or classes of stock at the' time outstanding, ex- ceptthat no shares of Class B Stock or Common Stock or obligations convertable into Class B Stock or Common Stock shall be so offered to others than the holders of Class B Stock without time the vote or written consent of the holders of the majority of the Class B Stock at the Put - standing. Anything herein to the contrary notwithstanding, the holders of the Class B Stock shall have a preferential right of subscription to any shares of Class B Stock and/or Common -ed Stock to be issu/or sold, now or hereafter authorized and to any obligations convertable into Class B Stock and/or Common Stock, unless the holders of a Majority of the Class B Stock at the time outstanding shall by vote or in writing consent to the issue or sale thereof without first offering the same to the holders of the Class B Stock for subscription. No such consent of the holders of a majority of the Class B Stock shall operate as a waiver of said preferen- tial right of subscription except as to the shares of Class B Stock and/or Common Stock expres- sly specified in such consent. 12. The Corporation shall have and does hereby reserve, the right and power at any time and from time to time (a) to increase or reduce the amount of the authorized stock of any class, including the classes herein created and to authorize and create E • now or additional class or classes of stock, which may be inferior to, or on an equality with CN 6 rj r.� or superior to any class or classes of stock of the Corporation, at the time outstanding, 311 including the cla;=ses of stock herein created; provided, howeve.r,that no class of stock sup- erior to the Preferred Stocks shall be authorized or created without the affirmative vote of a majority of such of the holders of the outstanding shares of the Preferred Stocks (includ- ing any class or classes of preferred stock hereafter created and having the right to vote • thereon) as shall vote in pe-^son or by proxy at a meeting held for the purpose after due not- ice to the holders of such shares, including at least a majority of such of the holders of the outstanding shares of Original Series Preferred Stock, and at least a majority, collec- tively, of such of the holders of the outstanding shares of Original Series Preferred Stock and such of the holders of the outstanding shares of w;6 Dividend Series Preferred Stock, as •shell vote in person or by proxy at such meeting; and provided, further, that the relative preferences of the $5 Dividend Series Preferred Stock, the $5.50 Dividend Series Preferred. Stock, the $6 Dividend Series Preferred Stock, the $6.50 Dividend Series Preferred Stock, the $7 Dividend Series Preferred Stock and the Original Series Preferred Stock shall not thereby be c1r nged or amended so as to affect adversely the rights of the holders of any of said classes without the written consent or affirmative vote of the holders of at least a majority of the shares of the class thereof whose rights are so affected; (b) to change the shares of any one or more or all classes (including those herein created) at the time outstanding (1) into a different numbe- of shares, or (2) into the same or a different number of shares with par value or (3) if theretofore changed into shares with par value, into the same or a dif- ferent number of shares without par value; provided that the aggregate dividends, the aggre- gate amount in the event of liquidation, dissolution or �,iinding up and the aggregate redemp- tion price (if redeemable) to which the new shares, issuable in Lieu of the then outstanding • shares of any class, shall be entitled, shall be equal respectively to the aggregate divid- ends, the aggregate amount in the event of liquidation, dissolution or winding up and the aggregate redemption price (if redeemable) to which the then outstanding shares of the res- pective class shall be entitled, and that each holder of the then outstanding shares of the respective class shall by entitled to receive such proportion of the new shares issuable in of the lieu of the then outstanding shares of such class, as the number/then outstanding shares of such class held by him shall bear to the total number of shares of such class then outstand- ing, and provided further that otherwise such new shares shall have the same preferences, priviler7es, voting powers restrictions and qualifiactions as the then outstanding shares of such class; and (c) to distringuish, by such designation or in such manner as it may deter- mine, the several classes of stock at any time outstanding, including the classes herein created. Subject only to the provisions of Subdivision 11 hereof, the corporation shall have power and is hereby authorized to issue and sell its authorized shares, without par value, of any class or classes, from time to time, as the Board of Directors shall determine, and, • in the absence of fraud in the transaction, for such consideration, as from time to time may be fixed by the Board of Directors. my and all shares so issued shall be deemed fully paid and non -assessable and the holder of such shares shall not be liable to the Corporation or its creditors in respect thereto. The corporation shall have power and authority at any time • amd from time to time in accordance with law, to confer upon the holders of the Preferred Stocks of the Corporation of any class or classes, now or ale^pafter authorized and/or 6ut- standing, the right and privilege of exchanging or converting the same for or into shares of Preferred Stock beat-ing a lower dividend rate, Class A Stock and/or Common Stock, within such periods, upon such bases and subject to such conditions as the Board of Directors may determine and to authorize the issuance of such Preferred Stock, Class A Stock and/or Common Stock upon the exchange or covQrsion of Preferred Stock, as well as upon the exchange or con- version of bonds, debentures, debenture certificates, notes, certificates or evidences of indebtedness or other debt securities of the corporation. The realtive preferences, privileges and voting powers of the Class A Stock on the one hand and the Class B Stock and/or the Common Stock on the other hand, shall not be changed or amended so as to affect adversely any: of the rights of the holders of the Class A Stock without the written consent or affirmative vote of the holders of at least a majority of the shares of Class A Stock at the time out- . standing. 13. The Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock shall each be non -voting and in consideration of the rights and/or preferen- ces herein created in favor of the holders of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and the Common Stock, respectively as aforesaid, the holders, -res- pectively of the Preferred Stocks, the Cumulative Preference Stocks, the Class A Stock and th • Common Stock shall and do hereby waive and relinquish, in favor of the Class B Stock and are hereby specifically excluded foom all voice and vote in the election of directors, in the management of the Corporation, in any proceeding for mortgaging its property and franchises pursuant to Section Sixteen, for conferring on the holder of any debt or obligation the right to convert the principal thereof into stock pursuant to Section Sixteen, for the issuance of stock to employees pursuant to Section Fourteen, for guaranteeing the bonds of another corprr- ation pursuant to Section Nineteen, for sale of franchises and property pursuant to Section Twenty, for change of purposes, powers or provisions, number of directors or location of office pursuant to Section Thirty-five for establishing priorities or creating preferences among the several classes of stock or making any other changes in respect of sharps, capital stock or capital pursuant to Section Thirty-six (except as other- wise provided in Subdivision 12 hereof), for consolidation pursuant to Section Eighty-six or for voluntary dissolution pursuant to Section One Hundred and Five, of the Stock Corporation Law, or pursuant to any • amendment or amendments to said sections or any of them or to any section or sections substi- tuted therefor or to any other provision of law now or hereafter in Force, or for change of name pursuant to the General Corporation Law or other law, or in any other proceeding or upon or in respect of any other matter or question requiring the vote or consent of the stockholders, now or hereafter provided by law, the Preferred Stocks, Oumulative Preference A Stocks, Class/ Stock and Common Stock being each specifically excluded from the right to vote in any such proceeding or upon or in respect of any such matter or question as fully and with the same force and effect as if such proceeding, matter or question were expressly named here- in, all such voice and vote being hereby vested exclusively in and reserved to and for the holders of the Class B Stock; provided, however, as follows: (a) In case default shall be made. in the payment of cumulative dividends on the $5 Dividend Series Preferred Stock and the ar- rearages of cumulative dividends thereon shall equal at least Ten Dollars ($10.00) per share, or in case default shall be made in the payment of cumulative dividends on the $5.50 Dividend Series • Preferred Stock and the arrearages of cumulative dividends thereon shall equal at least Eleven Dollars ($11.00) per share, or in case default shall be made in the payment of cumu- lative dividends on the $6 Dividend Series Preferred Stock and the arrearages of Cumulative dividends thereon shall equal at least Twelve Dollars ($12.00) per share, or in case default shall be made in the payment of cumulative dividends on the $6.50 Dividend SerlesPref erred • Stock and the arrearages of Cumulative dividends thereon shall equal at least Thirteen Dollars ($13.00) per share, or in case default shall be made in the payment of cumulative Dividends on the $7 Dividend Series Preferred Stock, and the arrearages of cumulative dividends thereon shall equal at least Fourteen Dollars ($14.00) per share, or in case default shall be made in the payment of cumulative dividends on the Original Series Preferred Stock and the arrearages of cumulative dividends thereon shall equal st least Seven Dollars ($7.00) per sharp then and cs an M 313 • • • • • thereupon, during, but only during the continuance of such default, the holders of the Pre- ferred Stocks, but not the holders of the Cumulative prefer-ence Stocks of the Class A Stock or (unless permitted to vote pursuant to Paragraph (c) of this Subdivision 13) the holders of the Common Stock, shall have full voting rights on an equality with the holders of theClass B Stock. (b) In case at any time the Corporation shall have failed to declare and pay or set aside during the next proceeding period of t--nty-four consecutiv-e calendar months commencing not earlier than January 1, 1925, dividends on the Class A Stock outstanding during the ?"hole of said period amounting to at least $4 per share in the aggregate, then and thereupon, but only until dividends shall be declared and paid upon or set aside for the Class A Stock aggre- gating �6114 per share duting a successive twenty-four monthst period, the holders of the Class A Stock shall have the voting power, to the exclusion of the holders of Class B Stock and Common Stock, to elect two (but no more) of the directors of the Corporation. (c) `Khenever the holders of a majority of the shares of Class B Stock at any time outstanding shall, in person or by proxy, by vote at a meeting or ins'-rument in writing, consent that the holders of the Common Stock be permitted to vote in any proceeding or upon any matter or question, or at any meeting or meetings of stockholders, or generally "or any period, specified in such consent, then, whether or not the holders of the Preferred Stocks shall then, be entitled to vote, the holders of the Common Stock shall have the right to vote, together with the hold- ers of the Class B Stock, in the proceeding or upon the matter or question or at the meeting or meetings or generally for the period or periods specified in such consent, but not other- wise, on an equlity with the holders of the Class B Stock and in the s .me manner and with the sa.roe force and effect as though the holders of the outstanding shares of Common Stock were holders of a like number of shares of Class B Stock; provided, however, that no such general consent shall be given for a period exceeding one year at any one time. Nothing herein is intended to fix the number of directors of the corporation or to prevent any increase or de- crease thereof by the holders of the Class B Stock. No holder of any class of the preferred Stocks or of any class of the Cumulative Preference Stocks or of Class A Stock or of Common Stock (except when entitled to vote thereat pursuant to this Subdivision 13 and the preceding Subdivision 12) shall be entitled to notice of any meeting of stockholders, subject to con- flicting statutory requirements, if any. Nothing herein shall prevent the Board of Directors of the Corporation at any time from requesting or obtaining the vote or consent of the holders of any class or classes of the Preferred Stocks and/or the Cumulative Preference Stocks and/ or of the Class A Stock and/or of the Common Stock, whenever it may become desirable or neces- sary or requisite in the judgment of said Board to obtain the vote or consent of a specified percentage of the outstanding capital stock of the Corporation, without regard to the classi- fication thereof, or a specified percentage of the outstanding shares of any one or more of such classes of stock; but nothing herein shall, or is intended to authorize or empower the Board of Directors, to waive, relinquish or impair the voting and other rights herein confer- red upon the holders of the Class B Stock. 'Whenever the holders of any class or classes of the Preferred Stocks shall be entitled or permitted to vote as to any matter, each holder thereof shall be entitled to one vote for each share held by him of the. class or classes en- titled to dries wet-e fay RaQb sha-p-e h-eld by hliR-e- thp Qlass a-P at permitted to vote. Whenever the holders of the Class A Stock shall be entitled or permitted to vote for the election of t;*:ro directors or as a separate class as to any other matter each holder of such stock shall be entitled to one vote for each share held, but otherwise only to one vote -or each $°100 which such holder is entitled to receive, in the event of dissolution, liquid- ation or winding up of the Corporation, on the shares held by such holder under the prov1sions of Clause (c) of Subdivision 9 hereof in preference to the Class B Stock. In -11 cases, each such holder of class B Stock shall be entitled to one vote for each sharp of/stock held by him. Whenever the holders of the Cumulative Preference Stocks or the Common Stock shall be per- mitted to vote as to any matter, each holder of stock of the class permitted to vote shall be entitled to one vote for each share of such stock held by him. Whenever and as often as the right of the holders of Class A Stock to elect two directors shall arise, a special meet- ing of stockholders shall upon the written request of the holders of record of not less than • ten per cent. of the shares of Class A Stock then outstanding, be called and held for the election of directors, and at such meeting the terms of office of all who may then be direct -- ors shall terminate and a new Board of Directors shall be elected, two thereof by the hold- ers of the Class A Stock and the remaining by the holders of the Class B Stock, subject to the rights of the Preferred Stocks to participate in such election if them entitled to vote. • Whenever and as often as the right of the holders of Class AStock to elect two directors shall terminate the terms of office of the two directors then in office, elected by the hold ers of the Class A Stock, shall thereupon expire and the vacancies shall be filled in the manner provided by the by-laws of the corporations. 14.Dividends on all classes of stocks shall be declare only when and as the Board of Directors shall in their sole discretion deem the same advisable and only from the surplus of tie Corporation as such shall be fixed and determined by said Board. Unless the Board of Directors shall otherwise provide, a dividend on any class of stock shall be payable only to holders of record of shares of such class on the day fixed by said Board for the taking of a record of stockholders for the payment of such dividend, regardless of the date of declaration or the date of payment of such dividend such class on and no person not a holder of record of shares of/such day shall be entitled to participate in or receive such dividend, notwithstanding that he may have been a holder of shares of such class on the date of the declaration of such div'dend.or may have become a holder of shares • of such class prior to the date for the payment of such dividend. For the purpose of determ- ining the respective rights of the holders of Class A Stock and the holders of Class B Stock and Common Stock in any distribution of Surplus and/or assets, whether by dividend or in the event of dissolution, liquidation or winding up, or otherwise, no shares of Class A Stock at the time held by the Corporation, whether cancelled or uncancelled, shall be deemed to be outstanding; but this provision shall not apply to any shares of Class A Stock held by any corporation, association or trust all or a majority of whose shares, or of any class thereof having voting power, shall be held directly or indirectly by the Corporation, and such shares of class A Stock shall be deemed outstanding for all purposes except the right to vote for the election of two directors, and, except as aforesaid, such holder of shares of Class A Stock shall have the same rights as any other holder of shares of Class A Stock VII. The number of shares of each class issued and outstanding is 393,456 shares of $5 Dividend Series Preferred Stock, 0 shares of $5.50 Dividend Series Preferr?d Stock, 95,100 shares of $6 Divi- dend Series Preferred Stock, 72,925 shares of $6.50 Dividend Series Preferred Stock, 97,073 • shares of $7 Dividend Series Preferred Stock, 41,148 shares of Original Series Preferred Stock, 934,651 shares of $4 Cumulative Preference Stock, 2,013 shared of $6 Cumulative Pre- ference Stock, 7,360 shares of $6.50 Cumulative Preference Stock, 51863,089 chares of Class A Stock, 614,366 sharps of Class B Stock and 1,750,602 shares of Common Stock. IN WITNESS • WHEREOF, the undersigned have made, subscribed and acknowledged this certificate the 18th day of August, 1931. Name of Stockholder Number of Shares Associated Securities Corporation 614,366 By H. C. Hopson, Vice -President Attest H. M. Wetherell, Asst. Secretary (SEAL) m� M ,n STATE OF NEW YORK ss: COUNTY OF NEW YORK On this 18th day of August, 1931, before me came H. C. Hopson to me known, who, being by me duly sworn, did depose and say that he resides in the Borough of Manhattan, City and State of New York; that he is the Vice - President of Associated Securities Corporation, the corporation described in and which exec- uted the foregoing instrument; that he knows the seal of said corporation; that the seal af- " • fixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. (SEAL) Dorothy K. Richards NOTARY PUBLIC, Kings County, Kings Co. Clks. No. 369 Reg. No. 2471, N. Y. Co. Clks. No. 1098, Reg. No. 2R52A Commission expires March 30, 1932 • STATE OF NEW YORK H. M. Wetherell, being duly sworn, deposes and says, that she is . COUNTY OF NEW YORK ss: Assistant Secretary of Associated Gas and Electric Company; tht she resides in the City of Bayonne in the State of New Jersey; and that the person who execu- ted the foregoing Certificate of Reclassification of Shares of Associated Gas and Electric "ompany, constitutes the holder of record of all outstanding shares of said Associated Gas and Electric Company entitled to vote thereon. Subscribed and sworn to before me this 18th day of August, 1931 H. M. Wetherell (SEAL) Dorothy K. Richards,NOTARY PUBLIC, Kings County. Kings Co. Clks. No. 369, Reg. No. 24712 N. Y. Co. Clks. No. 1098, Reg. No. 2R52A Commission expires March 30, 1932. STATE OF NEW YORK ) 3498 ss: I CERTIFY That I have compared the preceding copy with the orig- DEPARTMENT OF STATE ) inal Certificate of Reclassification of Shares of Associated Gas and Electric Company, filed in this department on the 20th day of August, 1931 and tht such copy is a correct transcript therefrom and of the whole of such original. WITNESS M;T hand and the official seal of the Department of State at the City of Albany, this twentieth day of August, one thousand nine hundred and thirty-one. (SEAL) Frank S. Sharp, Deputy Secretary of State. (FliDORSED) ASSOCIATED GAS AND ELECTRIC COMPANY. Certificate of Reclassification of Shares of Associated Gas and Electric Company Pursuant to Section Thirty-six of the Stock Corporation Law. Dated August 18, 1931 STATE OF NEW PORK DEPARTMENT OF STATE FILED Aug. 20, 1931 TAX $ None FILING FEE $20 EDWARD J. FLYNN SECRETARY OF STATE By John F. Cox, Asst. Cashier. Filed and entered August 31, 1931 at 12 M. 2y:��CLERK. Organization Certificate ORGANIZATION CERTIFICATE OF CREDIT UNION of We, the undersigned, all being of full age and employed or Ageco Credit Union of Ithaca residing in the State of New York, and all of us being cit- • -------------------------------X izens of the United States and at least one a resident of this state for the purpose of becoming incorporated as a Credit Union, pursuant to the pro- visions of Article XI of the Banking Law, Chapter 2 of the Consolidated Laws, do hereby Certify: 1. That the name of the proposed corporation is AGECO Credit Union of Ithaca. 2. That the place where its business is to be transacted is 123 South Cayuga Street, Ithaca, • N. Y. 3. that the par value of its shares is Five Dollars. 4. That the full name, resid- ence and post -office address of each of the incorporators and the number of shares subscribed for by each are as follows: Number of Shares FULL hAYE RESIDENCE POST OFFICE ADDRESS Subscribed for by each. S. C. Stackhouse 206 N. Cayuga St. Ithaca, N. Y. one P. R. Chambers 114 Deleware Ave. " " one A. G. Rickel 618 Rector St. n n one T'd. K. Slade 212 East Yates St. " " one J. J. Dugan 115 Ferris Place " t' one H. B. Christenat 119 Brandon Place +' " one T. F. Rowe 608 Mitchell St. n n one 5. That the term of its existance shall be perpetual. 6. That the number of its directors is Seven, and the names and addresses of the incorporators, who shall be its directors until the first annual meeting of its shareholders are as follows: and at least one of whom is a resident of this state. Names Addresses S. C. Stackhouse 206 N. Cayuga St..-- Ithaca, N. Y. P. R. Chambers 114 Deleware Ave. A. G. Rickel 618 Hector St. M. K. Slade 212 East Yates St., n rr J. J. Dugan 115 Ferris Place n n H. B. Christenat 119 Brandon Place T. F. Rowe 608 Mitchell St. n n IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate in duplicate, this 12th day of June, 1931. S. C. Stackhouse Associated Gas & Electric Co. Ithaca, N. Y. M. K. Slade n rr rt n it . John J. Dugan it n IT it n P. R. Chambers N. Y. State Electric and Gas Corp. " A. G. Rickel Associated Gas & Electric Co. Ithaca, N. Y. H. B. Christenat it n n It IT tt tr Thos. F. Rowe it n n It n n n STATE OF NEW YORK On this twelfth day of June, 1931, personally appeared before me COUNTY OF TOMPKINS ss: CITY OF ITHACA S. C. Stackhouse, P. R. Chambers A. G. Rickel, M. K. Slade, J. J. Dugan H. B. Christenat, T. F. Rowe to me personally known to be the persons described in and who executed the foregoing certificate and severally acknowledged that they executed the same. STATE OF NEW YORK (SEAL) P. J. Fowler, Notary Public TOMPKINS COUNTY CLERK'S ss: I, Howard L. O'Daniel, Clerk of said County and of the Supreme OFFICE and County Courts held in and for Said County, being Courts of Record having a seal, do hereby certify that P. J. Fowler the officer whose name is subscribed to the deposition or certificate of the proof or acknowledgment of the annexed instrument, and before whom the same was made, resides in said County; that at time of taking such depos- ition, proof or acknowledgment was a Notary Public in and for said County, duly authorized by the Laws of said State, to take the same, and also to take the proof of acknowledgment of deeds for lands, tenements and hereditaments, to be recorded in the State. I further certify that I am well acquainted with the handwriting of such officer, and verily believe that the signature to such certificate of proof or acknowledgment is genuine, and that said instrument is execut- ed and acknowledged in conformity with the laws of said State. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, at,Ithaca, N. Y. in said County this 12 day of June, 1931. (SEAL) H. L. O'Daniel, Clerk. ORGANIZATION CERTIFICATE of the Ageco Credit Union of Ithaca. Filed for examination this 16th day of June, 1931, James F. Herendon, Superintendent of Banks. "Approved" this 8th day of August, 1931. Joseph A. Broderick, Superintendent of Banks. (Emblem) STATE OF NEW YORK BANKING DEPARTMENT. KNOW ALL MEN BY THESE PRESENTS. WHEREAS I have heretofore approved the organization certificate of AGECO CREDIT UNION OF ITHACA_of Ithaca, New York, and said Ageco Credit Union of Ithaca, has complied with the provisions of Chaptdr 2, of the Consolidated Laws and with all other requirements of Law, NOW THEREFORE, I[ Joseph A. Broderick, Superintendent of Banks of the State of New York by virtue of the power L� • • vested in me as said superintendent, do hereby authorize the said Ageco Credit Union of Ithaca F' to transact the business of a Credit Un9---)n at Ithaca within this State and do hereby certify 317 • • a • is that such business can be safely ito it. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Albany, this 27th day of August, in the year of our Lord one thousand nine hundred and thirty-one. (SEAL) Recorded August 31, 1931 at 12:06 P. M. Joseph A. Broderick, Superintendent. In the Matter of the WHEREAS, Application has been made to the State Board Organization and Incorporation of Charities for its approval of the organization and of incorporation of The George Junior Republic Associa- The George Junior Republic Association of New York City. tion of New York City, and WHEREAS, on due inquiry and ------------------------------------X investigation, it appears to said Board desirable and 179 proper that such Association shall be so established and in^orporated, NOW THEREFORE, in pur- surance of and in conformity with the provisions of Chapter 559 of the Laws of the State of New York passed May 8, 1995, the said State Board of Charities hereby certifies that it ap- proves of the organization and incorporation of the said George Junior Republic Associati(m of New York City, the certificate of incorporation of which 1s hereunto annexed. IN I,,'ITNESS '�mEREOF, the said Board have this July 14, 1896, caused these presents to be subscribed by its officers and its official seal to be hereunto affixed. Attest Edmund Lyon, Secretary Enoch W. Stoddard, Vice President (SEAL) We, the undersigned, all being persons of full age, at least two-thirds of whom are citizens of the United States and one of whom is a resident of the State of New York, detiring to form a membership corporation pursuant to article 2 of the membership corporations law do hereby sign, acknowledge and file this Certificate for such purposesas follows: FIRST: The name of the proposed corporation is the George Junior Republic Assoc- iation of New York City. SECOiVD: The particular objects for which the corporation is to be formed are the establishing, founding, carrying on and managing an Institution for the reception and educa- tion of children in need of a home, THIRD: The territory in which the operations of the corporation will be princip- ally conducted is at Freeville in the County of Tompkins and State of New York and in the City and County of New fork FOURTH: The principal office of the corporation is to be located in the City,County and State of New York. FIFTH; The number of its directors shall be nine. Sixth: The names and places'of residence of the persons to be its directors until its first annual meeting are as follows: Names Frank Mason Notth R. Montgomery Schell Jacob A. Riis John S. Huyler James A. Cruikshank E. Lawrence Hunt William Clifford Orton Ward B. Chamberlin George H. Dean Places of Residence: 21 West 123rd St., N. Y. City 2040 - 7th Ave. N. Y. City 301 Mulberry St., N. Y. City 14 W. 72nd St. N. Y. City 146 Quincy St. Brooklyn, New Yo-k 129 Lexington Ave., New York City No. 46 West 51st St., New York No. 1302 Madison Ave, N. Y. The Florence 18th St Cor 4th Ave., N.Y. City SEVENTH: The date for holding its annual meeting shall be the first ?Monday in Novem- ber of each year. In WITNESS ''4HEREOF we have made, signed, verified, acknowledged and 31 filed this Certificate in duplicate this Twelth - dal, of June, 1896 51 William Clifford Orton 4F-�' °Vt, 51st St. New York City Ward B. Chamberlin 1302 MAlson Ave., New York City Frank Mason North 21 West 123rd St New York City R. Montgomery Schell 2040 - 7th Ave. New York City Jno. S. Huyler 14 West 72nd St. New York City STATE OF NEW YORK } On this twelth --day of June one thousand eight hundred ss: CITY AND COUNTY OF NEW YORK ) and ninety-six before me personally appeared William Clifford Orton, Ward B. Chamberlin, Frank Mason North, R. Montgomery Schell and John S. Huy- ler to me personally known to be the individuals described in and who made and signed th p forg- going Certificate and severally duly acknowledged to me that they executed the same for the uses and purposes therein set forth. Addison Gardner, Notary Public (SEAL) I HEREBY APPROVE 8 - 3 (No 7) N. Y. County OF THE FOREGOING Certificate and of the filing thereof. STATE OF NEW YORK George P. Anthony, Justice of the Supreme Court ss: of the State of New York DEPART FSNT OF STATE 5107 I Certify That I have compared the preceding copy with the original Certificate of Incorpor- ation of The George Junior Republic Association of New York City filed in this department on the 21st day of July, 1896, and that such copy is a correct transcript therefrom and of the whole of such original. WITi�ESS my hand and the official seal of the Department of State at the City of Albany, this twentysecond day of September, One Thousand nine hundred and thirty-one. (SEAL) Frank S. Sharp , Deputy Secretary of State (Endorsed) Book 34 Page 373 179 Certificate of Incorporation of THE GEORGE JUNIOR REPUBLIC ASSOCIATION OF NEW YORK CITY. STATE OF NEW YORK OFFICE OF THE SECRETARY OF STATE FILED AND RECORDED Jul 21, 1896 Andrew Davidson, Deputy Secretary of State. Filed and entered September 25, 1931 at 11 A. M. In the matter of the application At a special Term of the Supreme Co -art of the of State of New York held at Court House in the City "The George Junior Republic Assoc- : of Binghamton on the 5th day of July, 1899. iation of New York City" a Corporation, for leave to change its name. Present, Hon. Gerrit A. Forbes, Justice - --- 79----------------------------------X Upon reading and filing the petition, duly veri- fied, of "The George Junior Republic Association of New York City" a Domestic Corporation, praying for permission, for good and sufficient reasons in said petition set forth, to change its corporate name to "The George Junior Republic Association" the affidavits of Henry L. Baer verified June 23, 1899, of Morris Van Vliet verified Juno 16, 1899, of Emerson C. Smith veri- fied June 29, 1899, and of Theodore L. Peverelly verified June 26, 1899, showing due proof of publication of notice of this application- and the certificate of the Secretary of State of New York, dated May 13, 1899, to the effect that the name so proposed to be adopted is not the name of any other domestic corporation and does not so nearly resemble the name of any other domestic corporation as to be calculated to deceive:- And the Court being satisfied by said petition, certificate and proofs of service that the said petition is true and has 4 -1 been duly authorized; that there is no reasonable obje,ction to the change of name proposed, amd that due notice �f the presentation of the petition has been made as required by law - it is now, on motion of Underwood, Storks & Seward, attorneys for petitioner, no one appearing to oppose, ORDERED that on and after August 15, 1899 (not less, however, than thirty days af- ter entry of this order) the said petitioner be authorized to assume the name "The George Junior Republic Association". Further Ordered that this order be entered and the papers on which the same is granted shall be filed within ten days from the date hereof in the office • • • 0 of the Clerk of New York County, in which the certificate of incorporation of petitioner is ON M filed - and that within ten days from the entry of th-_s order a certified copy thereof be fil- ed in the office of the Secretary of State. Further Ordered that a copy of this order shall 319 be published once a week for four successive weeks in the New York Law Journal a newspaper published in said New York County, the first publication to be within ten days after entry of this order. M.J.D. State of New York No. 263 (Documentary Stamp.) ss: . County of New York I, William Sohmer, Clerk of said County, and Clerk of the Supreme Court of said State for said County DO CERTIFY, That I have compared the proceeding with the original Order on file in my office and that the same is a correct transcript therefrom and of the whole of such original. • F,ndorsed Filed & Recorded July llth, 1899 9 hs 1 m llth day of July, 1899 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal, this / STATE OF NEW YORK ) 3915 (SEAL) Wm. Sohmer Clerk ss: 4 -2 DEPARTLENT OF STATE ) I Certify That I have compared the preceding copy with the Certi- fied Copy of Order authorizing "The George Junior Republic Association of New York City" to change its Corporate Name to "The George Junior Republic Association", filed in this depart- ment on the 13th day of July, 1899, and that such copy is a correct transcript th m-efrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-second day of September, one thousand nine hundred and thirty-one. (SEAL) Frank S. Sharp, Deputy Secretary of State 79 Supreme Court - State of New York _the matter of the application of "The George Junior Republic Association of New York City" a corpmtion, for leave to change its name. COPY. Order. Underwood, Storke & Seward, Attorneys for Plaintiff Office and P. 0. Address 120 Genesee St. Auburn, N. Y. (Endorsed) Broome Special Term July 5, 1899. Granted at within term and ordered entered in New York County Clerkts Office. • A. K. MerianSpc. Dep. Clerk. STATE OF NEW YORK OFFICE OF SECRETARY OF STATE, FILLED JUL 13 1899 J.B.H.Mongin, Recorded Spetember 25, 1931 at 11 A. M. Deputy Secretary of State s .. iiivi'rr_ruu Certificate to Mortgage CERTIFICATE THAT STOCKHOLDERS OF JUNIOR REPUBLIC INIv COMPANY by ; HAVE CONSENTED BY VOTE TO MORTGAGE PURSUANT TO SECTION SIXTEEN Stockholders of Junior OF THE STOCK CORPORATION LAW. Republic Inn Company etc. : We, CHARLES D. OSBORNE and JACOB G. SMITH, being respectively ---------------------------X the Vice -President and Secretary of the Junior Republic Inn Com- pany certify pursuant to section sixteen of the Stock Corporation Law: 1. The total number of shares of said corporation issued and outstanding entitled to vote in proceedings to mortgage the property and franchises of the corporation is 98. 2. The holders of two-thirds of the total number of shares issued and outstanding entitled to vote thereon, to wit, The holders of 75 sharps, have consented by vote, at a special meeting of the stockholders called for the pur- pose in the manner prescribed by section forty-five of the Stock Corporation Law, that the real property and franchises of the corporation be mortgaged for the purpose of securing the payment of its bond to be issued by said corporation in the amount of Four thousand four hundred, ($42400.00) Dollars. 3. Said meeting of stockholders was held in the Village of Freoville New York, on the 20th day of May, 1931, and the following is a true copy of the resolution ad- opted thereat: "Whereas, it is necessary for this corporation to borrow the sum of Four thous- and four hundred, ($4,400.00) Dollars, to take up a note of like amount held by the•First Nat- ional Bank of Ithaca, New York borrowed for the purpose of paying the judgment obtained by Harold Deighton, now, therefore, be it RESOLVED, that this corporation borrow from the Ithaca Savings Bank the sum of Four thousand four hundred, ($4,400.00) Dollars, to be evidenced by the bond of this corporation and to be secured by its mortgage upon its premises in the Town of Dryden, County of Tompkins, State of New York, and being the premises conveyed to this corpor.- ation by the George Junior Republic Association by deAd dated November 16th, 1915, and re- corded in the Tompkins County Clerks Office in Book 211 of Deeds, at page 374, on April 4th, 1927, and that this corporation execute and deliver to the Ithaca Savings Bank its said bond and said mortgage for Four thousand four hundred ($4000.00) Dollars, payable according to the terms arranged by the Secretary of this corporation with the Ithaca Savings Bank and upon the usual terms contained in the Ithaca Savings Bank bonds and mortgages and that the Vice - President of this corporation, Charles D. Osborne, be and he hereby is authorized and direc- ted to execute the said mortgage and accompanying bond in the usual form to the Ithaca Savings Bank and to affix the corporate seal thereto add to do any and all other acts necessary or requisite to accomplish the purposes of this corporation to borrow the Sum of Four thousand four hundred ($4,400.00) Dollars" IN WITNESS WHEREOF, we have made and subscribed this cert- • ificate in triplicate, this 8th day of June, 1931 STATE OF NEW YORK ss: Charles D. Osborne, Vice -President COUNTY OF ONONDAGA Jacob E. Smith, Secretary On this 8th day of June, 1931, before me, personally came Charles D. Osborne and Jacob G. Smith, to me known and known to me to be the persons described in and who executed the fore- going instrument and they thereupon duly acknowledged to me that they executed the same STATE OF NEW YORK T. Frank Dolan, Jr. ss: COUNTY OF ONONDAGA Notary Public Charles D. Osborne and Jacob G. Smith, being duly sworn, depose and say and each for himself deposes and says that he is the Vice -President of the Junior Republic Inn Company and that he is the Secretary thereof; that he has read the foregoing certificate of consent of stockholders to mortgage and knows the contents thereof and that the same is true to his own knowledge. Charles D. Osborne Subscribed and sworn to before me Jacob G. Smith. • this 8th day of June, 1931 T. Frank Dolan, Jr. Notary Public STATE OF NEW YORK, ONONDAGA COUNTY CLERKIS OFFICE.9 ss: I, Grant H. Goodelle, Clerk of said County and of the Supreme and County Courts herein, which are Courts of Record, do hereby certify that T. Frank Dolan, Jr. whose name is subscrib- ed to the Jurat of annexed instrument, was, at the time of t.king such proof of attestation, a Notary Public in and for said County, and duly authorized to take the same; and that I am well acquainted with his handwriting and verily believe the signature to said Jurat to be genuine. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County and Courts, at the City of Syracuse, this 29 day of June, 1931. (SEAL) Grant H. Goodelle, Clerk. Recorded September 30.. 1931 at 3:30 P. M. Certificate of Incorporation CERTIFIC,iTE OF INCORPORATION of the 'WESLEY FOUNDATION • of : OF THE METHODIST EPISCOPAL CHURCH AT ITHACA, NEW YORK., The Wesley Foundation of the pursuant to the Membership Corporations Law. Methodist Episcopal Church at Ithaca, New York, etc. STATE OF NEW YORK WE, THE UtiDERSIGNED, of Bill ss: ---------------------------------X COUNTY OF TOMPKINS age, being desirous of assoc- iating ou selves together fair the purposes hereinafter mentioned pursuant to and in conform- ity i (? M jects,for which said Corporation is formed are as follows, viz: The object and purpose of 3? this corporation shall be to foster and promote religious well-being of students in Cornell University and adjacent educational institutions, particularly those who are adherents of the Methodist Episcopal Church, to bring such students into closer touch with the activi- ties of the church of their choice, to encourage study by�them of matters dealing with the �I • spiritual life, and in general to maintain, promote and inspire religious life and study on at such institutions working in the closest practicable cooperation their part while they are pursuing their secular studies/with other Christian churches and organizations having similar objectives and in furtherance of the purposes enumerated, to engage in such religious, educational and social activities as may be proper, with the power to receive, purchase, hold and dispose of real and personal property as provided by law. All • of the purposes and activities of this corporation shall be in harmony with the policy and. principles of the Methodist Episcopal Church and the Loard of Education thereof, of which it is organized to be an auxiliary. SECOIZ: That the naile of said corporation shall be:"Wesley • Foundation of the Methodist Episcopal Church at Ithaca, New York" Third: That the territory in which the operations of said Corporation are to be princiially conducted is the United States of America. FOURTH: That the principal office of said Corporation shall be located in the City of Ithaca, County of Tompkins, State of New, York. FIFTH: That the number of Direc- tors of said Corporation shall be seven (7) :"IxTH: That the names and places of residence of the prsons to be the Directors of said corporation until its first annual meeting are: NAMES Alfred P. Coman Vu . Rodney Cornell W. J. Crawford George Livermore William H. Powers Ralph A. Felton Will M. Sawdon RESIDENCES 208 E. Court St., Ithaca, N. Y. Hanshaw Road " it 706 North Cayuga St. 313 North Aurora St. n " 931 Comstock Ave. Syracuse, " 205 Fairmount Ave. Ithaca, N. Y. 1018 East State St. Ithaca, N. Y. SEVENTH: T'ilat the annual meeting of said Corporation shall be held within the month of Sept- ember in each and Avery year. Il- TESTIMONY WLEREOF, We have made and signed this Certificate in duplicate this 6 day of June, one thousand nine hundred and twenty-nine. STATE OF NEW YORK ss: COUNTY OF TOMPKINS Alfred P. Coman L. S. W. Rodney Cornell L. S. William J. Crawford L. S. George Livermore L. S. William H. Powers L. S. Ralph A. Felton L. S. Will M. Sawdon L. S. I, Ralph W. bungle a. Notary Public duly commissioned and qualified, DO HEREBY.CERTIFY that on this 6 day of June, i_z the year One thousand nine hundred and twenty-nine, personally appeared before me, ALFRED P. COhiAN, W. RODNEY CORNELL, J. CRAr'V:FORD, GEORGE LIVERMORE, H. 1ILLIALI/POWERS, RALPH A FELTON and WILL M. SAWDON to me severally known and known to me to be the individuals named in and who executed the foregoing Certificate, and they thereupon sev- erally acknowledged that they did exec -,ate the same for the purposes therein set forth. STATE OF NEW YORK ) Ralph 7...Mungle, Notary Public (SEAL) ss: COUNTY OF TOIti(PKI11�S ) ALF:,ED P. C01AN,W. RODTVEY CORIJELL, W. J.CRAVJF'ORD, GEORGE LIVE':Ra20RE5 WILLIAM H. POWERS, RALPH A. FELTON and WILL M. Sk VDON ,, each for himself, being duly sworn, de- poses and says: That he is one of the incorporators named in the foregoing certificate of in- corporation; that he is over twenty-one years of age; that he is a resident of the State of New York and a citizen of the United States; that he knows of his own knowledge that no pre- vious application has been made to any Justice of this Court for an order approving the fore- going Certificate of Incorporation and consenting that the same be filed; that he personally knows ALFRED P. COMAN, W. RODN EY CORNELL, W. J. CRAWFORD, GEORGE LIVERMORE, WILLIAM H. POVIERS RALPH A. FELTON and WILL M. SAWDON, who are all the other incorporators named in the said certificate that each of said incorporators is over the age of twenty-one years and that each is a citizen of the United States. Alfred P. Coman J. William/Crawford Sworn to before me this W. M. Sawdon 7th day of Sept. 1921 Clarence C. Squier, Notary Public W. Rodney Cornell Geo. Livermore Ralph A. Felton I. Rowland L. Davis, a JUSTICE OF THE SUPREME COURT of the State of New York, of the Sixth Judicial District, do hereby approve the foregoing Certificate of Incorporation and consent that.the same be filed. Approved as to purpose without passiigg on the sufficiency or as to forma Dated: Cortland, New York Sept. 30, 1929. Rowland L. Davis, Justice Supreme Court, Sixth Judicial District. STATE OF NE1W YORK COUNTY OF TOMPKINS ss: Alfred P. Coman, W. Rodney Cornell, W. J. Crawford, George Livermore, William H. Powers, Ralph A. Felton and Will M. Saw - don, each for himself, being duly sworn, deposes and says That he is one of the incorporators named in the foregoing certificate of incorporation; that he is over twenty one years of age that he is a resident of the State of New York and a citizen of the United States; that he knows of his own knowledge that no previous application has been made to any Justice of this Court for an order approving the foregoing Certificate of Incorporation and consenting that the same be filed; that he personally knows Alfred P. Coman, W. Rodney Cornell, W. J. Craw- ford, George Livermore, William H. Powers, Ralph A. Felton and Will M. Sawdon who are all the other incorporators named in the said certificate; that each of said incorporators is over the age of twenty-one years and that each is a citizen of the United States. Sworn to before me this 13th William H. Powers. .day of Sept. 1929 Harold S. Coyne, Notary Public Edward J. Flynn, Secretary of State Frank S. Sharp, Deputy Secretary Chief of Division duplicate receipt (Emblem) Leroy L. Luther, Deputy Chief of Division STATE OF NEW YORK DEPARTME1iT OF STATE DIVISION OF CORPORATIONS Albany, November 11, 1929 Clarence C. Squier, Esq. 310 Savings Bank Bldg., Ithaca, N. Y. �t Dear Sir: C•�rtificate of incorporation of Wesley Foundation of the Methodist Episcopal Church at Ithaca New York, has been received and filed today as requested. Fee $30.00 paid Yours Truly, Frank S. Sharp, Chief of Division R (Emblem) EyD; THE U�jIVERSITY OF THE STATE OF NEW YORK STATE OF NEW YORK Pursuant to the Provisions of Section 11, Article 2 of the ss: COUNTY OF ALBANY Alsmbership Corporations law, as amended by Chapter 722 of the Laws of 1926, consent is hereby given to the filing of the annexed certificate of incorpor- ation of Wesley Foundation of the Methodist Episcopal Church at Ithaca, New York, as a mem- bership corporation. This consent, however, shall in no way be construed as an approval ., by the Education Department, Board of Regents or Commissioner of Education of the purposes and objects of this corporation, nor shall it be construed As giving the officers and agents • 171 E of this corporation the right to use the name of the Education Department, Board of Regents 3'3 U or Commissioner of Education in its publications and advertising matter. IN "NITNESS WHEREOF I, Frank P. Graves, Commissioner of Education of the State of New York, for and on behalf of the Statt Education Department, do hereunto set my hand and affix the seal of the State Edu- cation Department, at the City of Albany, this 22d day of October, 1929. (SEAL) Recorded October 28, 1931 at 11:25 A. M. Frank P. Graves, Commissioner of Education. Certificate of Incorporation V,'e, the undersigned, for the purpose of forming of a corporation pursuant to Article 4 of the Co-op- • ITHACA CO-OPERATIVE 1AR.KETING erative Corporations Law of the State of New York, ASSOCIATION, INC.,Pursuant to Article 4 of the Co-operative ; do hereby make, sign, acknowledge and file this Corporations Law of the State of New York certificate for that purpose as follows: 1. That - - - - - - - - - - - - - - - - X all the undersigned persons are of full age; all citizens of the United States and all are residents of the State of New York. 2. The name of the proposed Corporation is Ithaca. Co-operative !Marketing Association, ' Inc. 3. The purposes for which it is to be formed are: For mutual help, not conducted for urofit, for the purpose of assistinE: its members or any of them, by performing services con- nected with the production, manufacture, preservation, drying, canning, storing, handling, utilization, marketing or sale of agricultural, dairy or horticultural products produced by them, and for the agricultural, dairy or horticultural purposes of such members, or for per- forming such service as agent for non-members. 4. Said corporation is to have no capital stock. The princil,al business office is to be located in the City of Ithaca, County of Tomp- kins and State of New York. 5. Its duration is to be perpetual. 6. The number of its directors is seven. 7. The ns.mes and post office addresses of the directors until the first annul meeting of the stockholders are as follows: Alton Culver Trumansburg, New York, R.D. L. D. Darling Alpine, New York,R.D,-#1 Homer Stillwell Trumansburg, New York I. 0. Greener Trumansburg,New York, R.D. R. C. Frill Brooktondale,New York R.D. Leon Vanderzee Trumansburg, New York,R.D. Thomas Warren llecklenburg,New York,R.D. 6. All of the above named directors are citizens of the United States and residents of the State of New York 9. The names and post office addresses of are the subscribers to tl-.is certificate/as follows: • J. C. Crissey 7.21 E. Seneca St. Ithaca, N.Y. V. A. Fogg rr rr n rr if if rr Charlotte Davis rr rr rr n it it rr E. V. Underwood n I rr rr rr rrrr P. i i ctVl i l l an n rr ►r n tt rr IT 10. That the property rights and interests of the members shall be equal. . 11. No director or member of this association shall be liable for the debts of the cor- poration beyond the sum of $10.00, except as otherwise provided by statute. IN WITNESS WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate, dated this 23rd day of march, 1931. J. C. Crissey V. A. Fogg Charlotte Davis STATE OF NEW YORK ) E. V. Underwood P. lcMillan SS.: COUNTY OF TOMPKINS � On this 23rd day of march, 1931, before me, the subscriber er- )4 sonally appeared J. C. Crissey, V. A. Fogg, Charlotte Davis, L. V. Underwood and P. McMillan, to me known to be the same persons described in and who executed the foregoing certificate of incorporation and then severally duly acknowledged to me that they executed the same. (SEAL) Bernice A. Barkee, Notary Public Edward J. Flynn Frank S.Sharp,Deputy Secretary Secretary of State Chief of Division !Emblem) LeRoy L. Luther Deputy Chief of Division Duplicate. STATE OF NEW YORK DEPARTiuENT OF STATE DIVISION OF CORPORATIONS ALBANY July 20, 1.931 Sherman Peer, Esq. Savings Bank Building Ithaca, N.Y. Dear Sir: Certificate of incorporation of ITHACA CO-OPERATIVE ilARKETING ASSOCIATION, INC. has been received and filed today as requested. Fee $30.00 paid. Yours truly, Frank S . Sharp Chief of Division. Recorded November 28, 1931 at 10:30 A. M. CLERK Certificate of Extension of CERTIFICATE OF EXTENSION OF POWER`' AND PURFOSES Powers and Purposes OF TREMAN, KING & C01PANY P"IRSUATIT TO SECTION of TARTY -FIVE OF THE STOCh CORPORATION LAP,'. Treman, King & Company Pur- We, Robert E. Treman and W. H. VanDuzer, suant to Section Thirty -Five of the Stock Corporation Law. being respectively the President and the Secre- - - - - - - - - - - - - - - - - - X terry of Treman, King & Company, certify; 1. The name of the corporation is Treman, King & Company. 2. The original certificate of incorporation was filed in the office of the Secre- tary of State on December 24, 1902. 3. The following powers and purposes are to be added to the certificate of incor- poration, by adding the following two paragraphs to subdivision two thereof; ?'To r.urc.hase, acqu're, hold, own, sell, assign, transfer, mortgage, pledge or o`her- wise dis pose of mortgages, bonds, notes, or choses in action of any .erson or persons, part- nership or cor,-_oration, domest-f.c or foreign; to purchase, acquire, hold, own, sell,aassign, transfer, mortgage, pledge or otherwise dispose of the stocks, bond, and other evidences of indebtedness of any corporation, domestic or foreign; if desirable, to issue in exchange therefore its own stock, b-nds, or other obligations, to do all things suitable and proper for the pro-betion, enjoyment, conservation or enchancement of the value of the stocks, se- curities, evidence., of indebtedness or other properties held by it, including the right for the directors to designate the manner of voting thereon. 11To purchase, acquire, lease, hold, own, convey, mortgage, exchange or otherwise dispose of real property, whether improved or unimproved, or any interest therein, and to any amount and wheresoever situate.?' IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 22 day of December, 1.931. (SEAL) Robert E. Treman,President, Treman,King & Coapany W. H. Van Duzer,Secretary. Treman,King & Company STATE OF NEW YORK COUNTY OF TOiAPKINS : ss. CITY OF ITHACA On this 22 day of December, 1931, before me, the subscriber?, do • U • C� personally appeared 1hooert E. Treman and Al. H. Van Duzer to me /personally known to be the same persons who executed the attached instrument and they duly • • • • • acknowledged to me that they executed the same. STATE OF NEW YORK (SEAL) Henry J. ;Magner, Notary Public COUNTY OF TOMPKINS ss. CITY OF ITHACA Robert E. Treman and W. H. VanDuzer being severally duly sworn deb:-ose and say: That they are respectively President and Secretary of Treman, King & Company; that they have been authorized to execute and file the attached certificate by the votes, cast in person or by proxy, of the holders of record of the two-thirds of the outstanding shares of the corz:oratio,1 entitled to vote thereon, and that such votes were cast at a stockholders meeting held February 6,1930, upon notice pursuant to section forty- five of the Stock Corporation Lair. Subscribed and sworn to before me this 22 day of December,1931. Henry J. Wagner, Notary rublic (Seal) Recorded January 8, 1932 at 10:00 A. M. Robert E. Treman W. H. VanDuzer ZK�L > CI ELK — _ Certificate of Incorporation CERTIFICATE OF INCORPORATION of ALL SAINTS of CHURCH of LUDLOrIVILLE NEW YORK. All Saints Church of Ludlowville STATE OF NET YORK: WHEREAS, in pursuance :SS. New York COUNTY OF TOMPKINS: of "An Act in Relation - - - - - - - - - - - - - - - - - - X to Religious Corporations", being Chapter 51 of the Consolidated Laws of the State of New York, the same being Chapter 53 of the Laws of 1909, and the laws and enactments amendatory thereof, the Right Reverend John Francis O'Hern, Roman Catholic Bishop of the Diocese of Rochester, New York, the Right Reverend William M. Hart, Vicar General of said Diocese, and the Reverend George M. Kalb, now the pastor of the Roman Catholic Church known as Ludlowville Chapel at Ludlowville, New York, have selected Michael J. Myskow and Michael J Zifchock, two lay members of said church, according, to the provisions of said act and for the purpose of incorporating the said church; NOW, THEREFORE, we, the said John Francis O'H-earn, Bishop aforesaid, William M.Hart, Vicar General aforesaid, and George M. Kalb, pastor aforesaid, Michael J. Myskow and Michael J. Zifchock, the lay members aforesaid, do further, in pursuance of the provisions of the said act, for the purposes aforesaid, hereby certify, that the name by which we and our suc- cessors shall be known and distinguished as a body corporate is "All Saints Church of Lud- lowville, New York?', and its principal place of worship is, and is intended to be in Lud- lowville, Tompkins County, New York. WITNESS our hands this 22nd day of January, 1932. John Francis 0 ' Hearn L.S. William M. Hart V.G. L.S. George 1. Kalb L.S. Mict Vyskow, L.S. STATE OF NE`il YORK ) Michael J. Zifchock L . S . COUNTY OF MONROE )Ss. CITY OF ROCHESTER ) On this 22nd day of January, 1932, before me, personally ap- peared Righ Reverend John Francis O'Hern, Roman Catholic BisYo p of the Diocese of Rochester, Right Reverend ;Monsignor William 1. Hart, Vicar General of said Diocese, and the Reverend George Ili. Kalb, pastor of All Saints Church of Ludlowville, New York, Michael J. Myskow and Michael J. Zifchock to me severally known to be the same persons described in and who executed the foregoing certificate as Bishop and Vicar -General of said Diocese, as pastor ,,f said church, and as two lay members of said church, and they severally acknowledged to me that they executed the same. Adrian L. Spencer, Notary Public STATE OF NEW YO!M ) ss. I, John H. Law, the Clerk of the Supreme Court, in acid COUNTY OF MONROE > Monroe County Clerkts Office for said County and State, the same beinz a Court of Record, do hereby certify that Adrian L. Spencer before whom the anriexed Oath. Affidavit Ack- nowledgment purports to have been made or taken, and certified. by hire, was at the time of the making or taking thereof a Notary Public in and for said County, and was duly authorized to take the same, and was authorized by the laws of the State tc take and certify the acknow- ledgilient and proof of deeds to be recorded in this State; and that I am well acquainted with th0 his handwriting and verily believe his signature thereto is genuine. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of said Court this 22 day of Jan. 1932. (SEAL) John H. Law: Clerk • By H. G. Cooper, Deputy Clerk I ecorded January 26, 1932 at 10:30 A. M. ll/ Certificate of Eastern New York Electric EASTERN NE'w YORK ELECTRIC AidD GAS CO ,1P.LUdY, INC. and Gas Company, Inc. CERTIFICATE OF EASTERN NEW YORK ELECTRIC AND to GAS COMPANY, INC. TO MERGE NORTHERN ADIRONDACK Merge Northern Adirondack Power Company Pursuant to section Eighty Five, Etc. POWER COMPANY PURSUANT TO SECTION EIGHTY-FIVE --------------------------------------------X OF THE STOCK CORPORATION LAN. Eastern New York Electric and Gas Company, Inc., pursuant to Section Eighty-five of the Stock Corporation Law, hereby certifies as follows: FIRST: Eastern New York Electric and Gas Company, Inc. is a domestic stock corporation, duly organized and existing under the laws of the State of New York. Its certificate of incorp- oration was duly filed in the office of the Secretary of State on the 14th day of August, 1909 The name under which it was originally incorporated was Plattsburg Gas and Flectric Corcnany. • SECOND: Northern Adirondack Power Company is also a domestic stock corporation, duly organ- ized and existing under the laws of the State of New York; it was organized for a business similar to that of Eastern New York Electric and Gas Company., Inc. Its certificate of incorpor- ation was duly filed in the office of the Secretary of State on the 15th day of August 1898• The name under which it was originally incorporated was Keeseville Electric Company. THIRD: Eastern New York Electric and Gas Company, Inc. owns all of the stock of said Northern Adirondack Power Company. FOURTH: AT a regularly called meeting of the Board of Directors of Eastern New York Electric and Gas Company, Inc. held on February 8th, 1929, a quorum being present, the following pre- ambles and resolutions were duly adopted, to wit: LNSEREAS, this corporation Eastern New York Electric and Gas Company, Inc., a corpora- tion of the State of New York, now owns all of the stock of Northern Adirondack Power Company, a corporation of the State of New York, organized for a business similar to that of this corp- oration; and • WHEREAS, it is deemed advisable that this corporation merge said Northern Adirondack Power Company, in order that all of the estate, property, rights, privileges and franchises of said corporation shall vest in and be possessed by this corporation, therefore RESOLVED, that this corporation merge said Northern Adirondack Power Company and assume • all of tts obligations, and FURTHER RESOLVED, that the President or a Vice President, and the Secretary or Treasurer of this corporation be and they hereby are authorized and directed to make and execute in.the name of this corporation and under its corporate seal a certificate of o;,,nership of all the stock of said Northern Adirondack Power Company, and of the adoption of these resolution and the date of the adoption hereof and to file such certificate in the office of the Secretary of State of the State of New York, and to do all other acts and things ghat may be necessary to carry out and affectuate the purpose of these resolutions. • • • • n LJ IN `dJITNESS WHEREOF this certificate is by said Eastern New York Electric and Gas Company, Inc. under /its corporate seal made and signed in its name by its Vice President and it's Secretary this 8th / of February, 1929. Eastern New York Electric and Gas Company, Inc. Corporate By R. N. Thompson, Vice President (SEAL) By J. F. McKenna, Secretary STATE OF NEW YORK ss: On this 8th day of February 1929, before me personally came, COUNTY OF NEW YORK R. N. Thoir.pson and J. F. McKenna, to me known, who being by me duly sworn, each for himself did depose and say; that he, R. N. Thompson resides in Lyndhurst NewJersey, and is Vice President of the Eastern New York Electric and Gas Company, Inc. the corporation described and which executed the above instrument; That 1-e, said J. F. McKenna, resides in St. George, Staten Island, New York, N. Y. and is Secretary of said Corporation; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that they signed their names thereto by like order. (SEAL) Joseph A. Shields, Notary Public name assumed Notary Public Queens County Clerk's No. 2738 4/4/28 Register's No. 2855. N. Y. County Clerk's No. 1800 Register's No. 0-1218 Commission expires March 30, 1930 STATE OF NEW YORK DEPARTMENT OF PUBLIC SERVICE STATE DIVISION Case No. 5288 Albany, February 27, 1929 0000000000000000000000000000000000000000000000000C00000000000000000 Petition of Eastern New York Electric and Gas Company, Inc., (Plattsburgh and many other municipalities) name Assumed under section 70 Public Service Commission Law, for consent 1/11/12 to acquire all of the outstanding Capital stock of Northern Adirondack Power Company (Essex County) and, under section 85 stock corporation law, for approval of the merger by said first named company of said second named company. 0000c0000000000(_ o�000000000000000000a00000000000000000000000000000 The Public Service Commission (State Division, Department of Public Sefvice) hereby ap- proves this merger by Eastern New York Electric and Gas Company, Inc. of Northern Adirondack Power Company which merger is evidenced bY this certificate of merger excused by Eastern New York Electric and Gas Company, Inc. F-bruary 8, 1929,- in accordance with the order of said Public Service Commission of January 10, 1929 in Case No. 5288. STATE OF NEW YORK (SEAL) By the Commission ss: DEPARTMENT OF STATE 2105 Francis S. Roberts, Secretary I Certify That I have compared the preceding copy with the original Certificate of Merger of Northern Adirondack Power Company with Eastern New York Electric and Gas Company, Inc. fil- ed in this department on the 27th day of February, 1929, and that such copy is a correct trans- cript therefrom and of the whole of such original. WITNESS my hand and the official seal of the department of State at the City of Albany, this twenty-sixth day of March, one thousand nine hundred and twenty-nine. (SEAL) Frank S. Sharp, Dpeuty Secretary of State (ENDORSED) EASTERN NETT YORK ELECTRIC AND GhS COMPANY, INC. CERTIFICATE OF EASTERN NEW YORK ELFCTRIC AND GAS COMPANY, INC. TO MERGE NORTi ERN ADIROND��CK PO'NER COMPANY PURSUANT TO SECTION EIGHTY -_FIVE OF THE STOCK CORPORATION LAW. STATE OF NEW YORK FILED Feb. 27, 1929 TAX t None FILING FEE $20.00 DEPARTMENT OF STATE Edward J. Flynn, Secretary of State, By H. J. Fisher, Cashier. Recorded May 17, 1932 at 10:00 o'clock A. M. `), `'3 - I J �.. Certificate of Incorporation CERTIFICATE OF INCORPORATIO14 of FIRST NATIONAL SAFE of DEPOSIT CO. OF ITHACA, N. Y. First National Safe Deposit Co. of We, the undersigned, all being persons of full. age Ithaca, N. Y. and citizens of the United States, and. residents of ---------------------- __---------------Y tiie State of New York, desiring to form a corporat- ion to be known as a Safe Deposit Company pursuant to the provisions of the Ranking Late of scribe, acknowledge and file this certificate for that purpose, in duplicate, as follows: (the State of New York, do hereby make, execute, sub-/ 1. The name by which the company is to be known is FIRST NATIONAL SAFE DEPOSIT CO. of ITHACA,, N. Y. 2. The place where its business is to be transacted is No. 202 East State Street, City of Ithaca., County of Tompkins and State of New York. 3. The amount of its capital stock is to be Ten Thousand Dollars ($10,000.00), and the num- ber of shares into which such capital stock shall be divided is one hundred (100) shares of the par value of One hundred Dollars ($100.00) each. 4. The names and places of residence of the incorporators, and the number of shares subscrib- ed for by each, are as follows: N ame Roger B. Williams William A. Boyd Rodney G. Robinson Lawrence C. Rumsey La Vere Robinson Place of residence 306 N. Cayuga St., Ithaca, N. Y. 108 Eddy St.., Ithaca, N. Y. 403 E. Buffalo St., Ithaca, N. Y. 310 W. State St., Ithaca., N. Y. 404 Mitchell St., Ithaca., N. Y. No. of Shares. 1 1 1 1 1 5. The term of existence of the corporation_ is to be perpetual. 6. The number of its Directors shall be five (5) and the names of the incorporators who shall be its Directors until the first annual meeting of stockholders, each of whom is a citizen of the United States, and of the State of New York, are as follows: Roger B. Williams, William A. Boyd, Rodney G. and Robinson, Lawrence C. Rumsey,/LaVere Robinson. IN WITNESS WHEREOF, we have hereunto set our hands and affixed our seals, and made, executed, subscribed, acknowledged and submitted this organization certificate, in duplicate, this 5th day of May, 1932. Roger B. Williams L. S. William A. Boyd L. S. Rodney G. Robinson L. S. STATE OF NEW YORK Lawrence C. Rumsey L. S. ss: COUNTY OF' TOMPKINS LaVere Robinson. L. S. On this 5th day of May, 19325 before me, the subscriber, personally appeared Roger B. Wil- liams, William A. Boyd, Rodney G. Robinson, Lawrence C. Rumsey and La Vere Robinson, to me known and known to me to be the same persons described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they executed the same. STATE OF NEVI YORK ss: TOMPKINS COUNTY CLERKtS OFFICE E. Winifred `tobinson Notary Public I, Howard L. OfDaniel, Clerk of said County and of the Supreme and County Courts, held in and for said County, being Courts crf Record having a aaFimar± seal, do hereby certify that the officer E. Winifred Robinson/whose name is subscribed to the deposition or certificate of proof or acknowledgment of the annexed instrument, and before whom the same was made, resides in said County; that at time of taking such deposition, proof or acknowledgment was a NOTARY PUBLIC in and for said. County, duly authorized by the Laws of said State, to take the same, and also to take the proof of acknowledgment of deeds for lands, tenements and hereditaments to be re- corded in the State. I further certify that I am well acquainted with the handwriting of • C • • such officer and verily believe that the signature to such certificate of proof or acknowled- tin .,� and acknowledged ment is genuine and that said instrument is executed /in conformity with the lags of said State. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official Seal, at Ithaca, N. Y. in said County this 6 day of May, 1932 (SEAL) H. L. 01Daniel, Clerk NEW YORK STATE BANKING DEPARTMENT • $10. Albany June 13, 1932 RECEIVED from First National Safe Deposit Company of Ithaca, N. Y. Ten and no/100 Dollars in payment of tax under section 180 of the Tax Law, as follows: Minimum tax on $10,000 consisting of 100 shares par value $100. each s10. SUPERINTENDENT OF BANKS • by Geo. A. Coleman Deputy Superintendent of Banks. (ENDORSED) CERTIFICATE OF INCORPORATION OF FIRST NATIONAL SAFE DEPOSIT CO. of ITHACA, N. Y. Dated, May 5th, 1932 Duplicate Original ORGANIZATION CERTIFICATE OF FIRST NATIONAL SAFE DEPOSIT CO. OF ITHACA, N. Y. FILED FOR EXAMINATION THIS 11 day of May, 1932, James T. Heinibam, Dept. Superintendent of Banks, «Approved"this 2nd day of June, 1932. A. Joseoh/Broderick, Superintendent of Banks. I, William R. Xhite, Secretary to the Banking Board of the State of New York, hereby certify that at a meeting of the said Board held on the second day of June, 1932, at the office of the Superintendent of Banks, 80 Centre'Street, New York City,the within organization certific- ate of First National Safe Deposit Company of Ithaca, New York, was approved by resolution duly adopted. William R. ;"lhite Secretary to the Banking Board Filed and Recorded in the officeof the Tompkins County Clerk • June 8, 1932 at 10:30 o'clock A. M. -. CLERK. Certificate of Authority by (EMBLEM) STATE OF NEW YORK BANKING DEPARTMENT Banking Department KNOW ALL MEN BY THESE PRESENTS, WHEREAS, I have here- to tofore approved the organization certificate of First First National Safe Deposit Co. National Safe Deposit Company of Ithaca, N. Y. of -----------------------------------X Ithaca, A. Y. and said First National Safe Deposit Company of Ithaca, N. Y., has complied with the provisions of Chapter 2 of the Consolidated Laws and with all other requirements of Law, NOW THEREFORE, I. Joseph A. Broderick, Super- intendent of Banks of the State of New York, by virtue of the power vested in me as said Superintendent do hereby authorize the said FIRST NATIONAL SAFE DEPOSIT COMPANY OF' ITHACA, N. Y. to transact the business of a SAFE DEPOSIT COMPANY at ITHACA, N. Y. within this State and do hereby certify that such business can be safely intrusted to it. • IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Albany, this 23rd day of June in the year of our Lord one thousand nine hundred and thirty-two. (SEAT,) Joseph A. Broderick, Superintendent Filed and Recorded June 27, 1932 at 1:15 P . M. �---� - vi • Certificate of Increase We, the undersigned, CLARENCE A. MARTIN, Vice -President, and of : Paul S. Livermore, Secretary, respectively, of the Cornell Number of Directors of association of Phi Gamma Delta, a corpora" -.ion organized under Phi Gamma Delta the Membership Corporations Law of the State of New Yorrk, and ---------------------------X also presiding officer and Secretary respectively of a special meeting of said Association duly called and he'd at No. 201 Highland Avenue, in the City of 4330 Ithaca, and State of New York, on the 9th day of May, 1925, at ten o'clock in the forenoon, do hereby certify as follows: The meeting having been called to order was, in the absence of William G. Mennen, President of said Association, presided over by Clarence A. Martin, Vice - President of said Association as Chairman thereof, and Paul S. Livermore, as Secretary there- of. Upan the call of the roll of the members of said Association, it was found that more than a quorum, as prescribed by the By -Laws thereof, was present either in person or by proxy. • The notice of the meeting and proof of due service thereof were read and ordered placed on file; a copy of said notice is hereto annexed, marked Exhibit A. Upon motion duly made and seconded avote was taken on the following resolution: RESOLVED: that the number of Directors of this Association be increased from seven, the present number, to twelve, and that the President and Secretary of this meeting be and they • hereby he are authorized and directed to sign, acknowledge and file proper amended cert- ificates pursuant to Section Fourteen of the Membership Corporation Law, and to take any other steps that may be necessary to carry out and effectuate such increase in the number of the directors of this corporation. The votes of a majority of the members of the corpor- ation present at the meeting were cast in favor of the adoption of said resolution and said resolution was declared duly adopted. IN 'ry'ITNESS WHEREOF, we have signed and verified this certificate in duplicate. Dated, Ithaca, New York, May ninth, 1925. STATE OF INEIN YORK Clarence A. Martin, President of the Meeting ss: COUNTY OF TOTTPKINS Paul S. Livermore, Secretary of the Meeting CLARENCE A. MARTIN and PAUL S. LIVERMORE, being severally duly sworn, each for himself deposes and says: That he, the said Clarence A. martin was the President :and he the said Paul S. Livermore, was the Secretary of the above mentioned and described meeting, and that the foregoing is a correct copy of the proceedings of said meeting relative to an increase • in the number of the Directors of said Cornell Association of Phi Gamma Delta, from seven to twelve. Clarence A. Martin Sworn to before me this 9th day of Paul S. Livermore May, 1925. Jane C. Lynch, Notary Public STATE OF NEW YORK On this 22nd day of May, 1925, before me personally appeared ss: COUNTY OF TOMPKINS Clarence A. Martin and Paul S. Livermore, to me personally known, and known to me to be the individuals described in and who executed the foregoing certificate and they severally duly acknowledged that they executed the same. A. (SEAL) Chas./Brewer, Notary Public "Exhibit A." CORNELL ASSOCIATION OF PHI GAMMA DELTA To the Members of the Cornell Association of Phi Gamma Delta: Notice is hereby given that a meeting of the members of the Cornell Association of Phi Gamma Delta will be held at No. 201 Highland Avenue, in the City of Ithaca, and State of New York, on the 9th day of May, 1925, • at 10 o'clock A. M., to determine whether the number of directors of the Association shall be be increased. from seven to twelve, and also whether the date of the Annual Meeting of the association shall be changed from the day preceding the Annual Commencement of Cornell Univ- ersity, which said Commencement Day was at the time of the incorporation of the Association the Thursday nearest the 20th day of June, to the Friday next immediately preceding the Com- • mencen,ent Day of said Cornell University as such commencement Day may n-,w or hereafter be fixed and determined. Dated, Ithaca, New York, April 7th, 1925. William G. Mennen, President Paul S. Livermore, Secretary 33 t • • STATE OF NEW YORK I Certify that I have compared the preceding copy with the ss: "DEPARTMENT OF STATE original Certificate to Increase the number of Directors of Cornell Association of Phi Gamma Delta, filed in this department on the 25th d;-ay of May.1925 and that such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-second day of June, one thousand nine hundred and thirty-two. (SEAL) Frank S. Sharp, Deputy Secretary of State. STATE OF NEW YORK OFFICE OF SECRETARY OF' STATE FILED MAY 25, 1925 TAX none FILING FEE 20- Florence E. S. Knapp, Secretary of State By John F. Cox, Asst Cashier Recorded June 30, 1932 at 10 A. M. uLa ua Certificate changing date of Annual 'le, the undersigned, CLARENCE A. MARTIN, Vice-Pres- Meeting of ident, and PAUL S. LIVERMORE, Secretary, respective - Cornell Association of Phi Gamma Delta ly, of the Cornell Association of Phi Gamma Delta, -----------------------------------------X a corporation organized under the Membership Corp- orations Law of the State of New York, and also presiding officer and secretary respectively of a special meeting of said Association, duly called and held at No. 201 Highland Avenue, in the City of Ithaca, and State of New York, on the 9th day of May, 1925, at ten o'clock in the forenoon, DC HEREBY CERTIFY, that the following is a complete and correct transcript of the minutes of said meeting relating to changing the date of the annual meeting of said Associat- which said commencement day Ion from the day preceding the annual commencement day/was, at the time of the incorporation of said Association, the Thursday nearest the 20th day of June, to the Friday next immediately preceding the commencement day of said Cornell University, as such commencement day may now or • hereafter be fixed and determined, to wit: Minutes of a special meeting of the Cornell Assoc- iation of Phi Gamma Delta duly called for the purpose of changing the date of the annual meet- ing of said Associatioj} from the day preceding the annual commencement day of Cornell Univer- sity, which said commencement day was, at the time of the incorporation of said Association the Thursday nearest the 20th day of June, to thl Friday next immediately preceding the commence- ment day of said Cornell Unive- sity, as such commencement day may now or hereafter be fixed and determined, and also for the purpose of increasing the number of directors of said Association from seven to twelve, held at No. 201 Highland Avenue, in the City of Ithaca, and State of New York, on the 9th day of May, 1925, at ten o'clock in the forenoon, In the absence of William G. Mennen, President of said Association, the meeting was called to order and presided over by Clarence A. Martin, Vice -President of said Association, as Chairman thereof. Paul S. Livermore, the Secretary of said Association, acted as Secretary thereof. Upon a call of the roll of members it was found that more than a quorum, as prescribed by the by -Laws, was 40 present either in person or by proxy. Notice of the meeting, stating the time, place and pur- poses thereof, and proof of the service of said notice as prescribed in the By -Laws and b Y Y Law, were read and ordered placed on file. Upon motion duly made and seconded a vote was then taken upon the following resolution: RESOLVED: that the time of holding the annual meeting of this Association be, and it here- by is changed from the day preceding the annual commencement day of Cornell Unive--,sity, which said commencement day was, at the time of the incorporation of said Association, the Thursday nearest the 20th day of June, to the Friday next immediately preceding the commencement day of daid Cornell University, as such commencement day may now or hereafter be fixed and determined, and that the President and Secretary of this meeting be, and they hereby are authorized and directed to file a supplemental certificate containing a complete and correct transcript of the minutes of this meeting relating to said change in the date of the annual meeting of said Association, duly certified, verified and acknowledged by them pursuant to Section Fifteen of the Membership Corporations Law. The votes of a majority of the members of the corporation present at the meeting having been cast in favor of the adoption of said resolution, it was declared duly adopted. IN WITNESS WHEREOF, WE, the undersigned, the President and Secretary respectively of said meeting, do hereby make, sign, verify and acknowledge this certificate in duplicate this ninth day of May, 1925. STATE OF NEW YORK SS: COUNTY OF TOMPKINS Clarence A. Martin, President of the Meeting Paul S. Livermore, Secretary of the Meeting CLARENCE A. MARTIN and PAUL S. LIVERMORE, being peverally duly sworn, each for himself deposes and says: That he, the said Clarence A. Martin, was the President of the aforesaid meeting, and that he, the said Paul S. Livermore, was the secretary thereof; that he has compared the foregoing with the original minutes of said meeting and that the same is a com- plete and correct transcript of that portion thereof relating to the change in the date of the annual meeting of said Association. Clarence A. Martin Severally sworn to before me Paul S. Livermore this 9th day of May, 1925. Jane C . Lynch, Notary Public STATE OF NEW YORK On this 9th day of May, 1925, before me personally came CLARENCE SS: COUNTY OF TOMPKINS A. MARTIN and PAUL S. LIVERMORE, to me known and known to me to be the persons described in and who made, signed and verified the foregoing certificate, and they severally duly acknowledged to me that they madey.,.signed and verified the same. STATE OF NEW YORK 3702 Jane C. Lynch, Notary Public SS: DEPARTMENT OF STATE I Certify That I have compared the preceding copy with the orig- inal certificate of Amendment of Certificate of Incorporation of Cornell Association of Phi Gamma Delta filed in this department on the 25th day of May, 1925 and that such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this twenty-second day of June, one thousand nine hundred and thirty-two. (SEAL) Frank S. Sharp, Deputy Secretary of State. STATE OF NEW YORK OFFICE OF THE SECRETARY CF STATE FILED MAY 25, 1925 TAX None FILING FEE 20- Florence E.-S. Knapp, SECRETARY OF STATE by John F. Cox, Asst Cgshier. Filed and recorded June 30, 1932 at 10 A. M. Consent to Mortgage : THIS IS TO CERTIFY that we, the undersigned, constituting the pre - of : ferred and common stockholders of more than two-thirds of the common Dean of Ithaca : stock and more than two-thirds of the preferred stock outstanding of Dean of -----------------------X/Ithaca, Inc., hereby consent to the execution of a bond and -mort- n U LJ gage to be given by Dean of Ithaca, Inc. to Ithaca Trust Company to bear date September 9, 1932, • in the sum of $12,000.00 payable at the rate of $500.00 semi-annually, proceeds to be used to purchase for this corporation the note of Dean of Ithaca amounting to approximateky $12,000.00 held by Ithaca Trust Company advanced for money loaned to purchase buses. Sara B. Buck Harold W. Dean • I, Sarah B. Buck, Treasurer of Dean of lthgdaf Inc. certify that the above named stockholders own in excess of two thirds of the common stock and in excess of two thirds of the prefer - stock red,/of Dean of Ithaca, Inc, outstanding. WITNESS my signature and the seal of the corporation this 9th day of September, 1932 (SEAS,) Sara B. Buck Filed and entered Sept. 12, 1932 at 10:29 A. M. '71 50 � 33 n U • • Consent of Stockholders : CONSENT OF STOCKHOLDERS, WHEREAS, NICODINO, Inc. a. domestic to : corporation with principal place of business at Rochester, Mortgage Property of : Monroe County, N-ew York, is indebted to Franklin C. Cornell, Nicodino, Inc. : of Ithaca, Tompkins County, New York, in the amount of $2,470.91 -----------------------------X for fuel furnished by said Franklin C. Cornell to Nicodino, Inc. for use in the Belle Ayre Apartments, Ithaca, New York, owned by the said Nicodino, Inc. of i which amount the said Franklin C. Cornell is demanding immediate payment, AND 17HEREAS, Nicodino, Inc. has ordered from the said Franklin C. Cornell, fuel in the amount of $1,529.09 to be used in the Belle Ayre Apartments at Ithaca, New York, which fuel is to be delivered from time to time as needed, and the said Franklin C. Cornell being unwill- ing to fill that order without security, AND WHEREAS,, the said Fr--mklin C. Cornell is willing to extend the time of payment of said amount of $2,470.91 and to fill said order for fuel in the amount of $1,529.09 upon receiving from. the :;aid Nicodino, Inc. a. negotiable promissory note in the amount of $2,470.91, payable three months after date, according to the terms of said note, and any extensions or renewals thereof in whole or in part, secured by a mortgage on all the property of said Nicodino, Inc. in Ithaca, Tompkins County, New York, which mortgage is to be given in the amount of $4,000.00 $2,470.91 thereof to secure said note and $1,529.09 to secure said. ordt-r for fuel to be deliv- ered, NO'ti! THERE40RE, we, the undersigned stockholders of Nicodino, Inc. ea;h owning the num- ber of shares set opposite his name, and owning collectively ove_, tivo-thirds of the shares outstanding and entitled to vote, do hereby consent to the said Nicodino, Inc. mortgaging all of its property in Ithaca, Tompkins County, New York, to Fr�inklin C. Cornell in the amount of 4,000.00, $2,470.91 thereof to secure a negotiable promissory note of the said Nicodino, Inc. to be delivered concurrently with the said mortgage and $1,529.09 thereof to secure fuel ordered by Nicodino, Inc. from said Franklin C. Cornell and to be delivered. Said mortgage to be as and for collateral security for the payment of said promissory note according to ,,Its terms and any extensions or renewals thereof in whole or in part and to secure payment of ,said fuel bill in the amount of $1,529.09 or any part the-eof, at the time and in the manner demanded by the said Franklin C. Cornell; AND WE DO FURTHER CONSENT, that the said Nicodino, Inc. and its president make, execute, acknowledge, issue and deliver to the said Fr-:jn klin C. Cornell, a mortgage in the amount of $4,000.00 to cover all the real property of the said Nicodino, Inc in Ithaca, Tompkins County, New York and the franchise of the said corporation to secure payment of the said sums as set out above, AilD 'viE DO FURTHER CONSENT, that the Board of Directors under such resolution as they may adopt, may confer on the holder of the said mortgage the right to convert the principal of the debt evidenced thereby into the stock of the corporation within such period as may be fixed by resolution of the Board of Directors conferring the right of conversion. • Dated: Rochester, New York September 3, 1932 Name of Stockholder Address No. of Shares Geo R. Van Alstyne Rochester, N. Y. 1 Addis V. Adams Fairport, N. Y. 1 Domenica Giamberardino Rochester, N. Y. 135 • ATE OF NE`1 YORK On this 12 t day of September, before me personally came George UNTY OF MON ROE ss: CITY OF ROCHESTER R. VanAlstyne, A_.J.is V. Adams and Domenica Giamberardino, to me known and mown to me to be the persons described in and who executed the foregoing instru- ment and they severally acknowledged to me that they executed the same. STATE OF NEW YORK D. Giamberardino, Com. of Deed. ss: COUNTY OF MONROE I, John H. Law, the Clerk of the Supreme Court in and for. said ON ROE COUNTY CLERKIS OFFICE County and State, the same being a Court of R=cord, do hereby certify that D. Giamberardino 33' before whom the annexed Affidavit or Acknowledgment purports to have been made or taken, and certified by him, was at the time of the making or taking thereof a COYMISSIONER OF DEEDS in and for said City and was duly authorized to take the same, and was authorized by the laws of the State to take and certify the acknowledgment and proof of deeds to be recorded in this State; and that I am well acquainted with his handwriting and verily believe his signature thereto is genuine. IN v1ITNESS WHEREOF, I have hereunto set my hand and the official seal of • said Court this 24 day of Sept, 1932. John H. Law, Clerk (SEAL) Spl. By Mary M. Miller,/Deputy Clerk CERTIFICATE THAT STOCKHOLDERS OF NICODINO, INC. HAVE GIVEN CONSENT TO MORTGAGE CORPORATE PROPERTY. We, the undersigned being respectively the President and Secretary of Nicodino, Inc., do • hereby make this certificate, pursuant to Section 16 of the Stock Corporation Law of the State of New York, and certify as follows: The total number of shares of the said Corporation out- standing and entitled to vote on the proposition that it shall mortgage its property and fran- chise is 137 shares. The holders of 137 shares being not less than two-thirds of the total number of shares outstanding and entitled to vote tkfreon, have duly given their consent in writing, that said corporation make, execute and deliver its mortgage to Franklin C. Cornell upon the real property of the corporation looted in Ithaca, Tompkins County, New York, and on the franchise of the saidcorporation in the amount of $4,000.00, $2,470.91 thereof to se- cure the negotiable promissory note of said corporation in that amount delivered concurrently with said mortgage to Franklin C. Cornell and payable according to the Terms of said note or any extensions or renewals thereof in whole or in part, $1,529.09 thereof to secure payment for fuel ordered by said Nicodino, Inc. from Franklin C. Cornell and to be delivered, payment to be made as demanded by said Franklin C. Connell. IN WITNESS WHEREOF, we have made, sub- scribed, acknowledged and Verified this certificate this 12 day (f September, 1932. • STATE OF NEW YORK Domenico Giamberardino, President COUNTY OF MONROE ss: CITY OF ROCHESTER Addis V. Adams, Secretary DOMENICO GIAMBERARDINO and ADDIS V. ADAMS. being duly sworn did depose and say; That he, Domenico Giamberardino, in the President of Nicodino, Inc.; that he, Addis V. Adams, is the Secretary of Nicodino, Inc. both severally say that they have read the above, "Certificate That Stockholders of Nicodino, Inc. have given consent to Mortgage Corporate property"and know the contents thereof; that the same is true to their own knowledge. Severally subscribed and sworn to 'Domenico Giamberardino before me this 12 day of Sept.,1932. Pauline T. Rampe, Notary Public.Addis V. Adams STATE OF NEW YORK I, John H. Law, the Clerk of the Su-.reme Court, in and COUNTY OF MONROE ss: Monroe County Clerk's Office for said County and State, the same being a Court of Record, do hereby certify that Pauline T. Rampe before whom the annexed Oath, Affidavit Acknow- ledgment purports to have been made or taken, and certified by him, was at the time of the • making or takirig thereof a Notary Public in and for said County, and was duly authorized to take the same, and was authorized by the laws of the State to take and certify the acknowled- gment and proof of deeds to be recorded in this State; and that I am well acquainted with his handwriting and verily believe his signature thereto is genuine. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of said Court this 24 day of Sept. 1932. • STATE'OF NEW YORK ) (SEAL) John H. Law, Clerk ss: COUNTY OF MONROE ) By Mary M. Miller Spl Deputy Clerk. On this 12th day of September, 1932, before me personally came Domenico Giamberardino and Addis V. Al -lams, to me known and known to me to be the same persons described in and s,=ho exec - uteri the foregoing Certificate of Consent to Mortgage and severally duly acknowledged to me that they executed the same. (SEAL) Pauline T. Rampe, Notary Public N r� 'i Recorded October 13, 1932 at 2:15 P. M. r CLERK. Consent of Stockholders That Whereas, NICOD!IO, INC. a domestic corporation with of pripcipal place of business at Rochester, Mon:.-oe County, NICODINO, Inc. to Mort- New York, is indebted unto Domenica Giamberardino, doing • gage Real Property business as D. Giamberardino & Son at Rochester, Monroe ----------------------------X • • • • County, New Y.,)rk, in the amount of C7,000.00 as follows: Paid Walker Bin Co. Remodeling Mrs. Whitels Apartment Paid Cerasoli for repair work Work in installing one -room apartments Compensation and public liability insur:_jnce paid $2,400.00 304.00 501.00 1,250.00 900.00 Services of Domenica Giamberardino and her agents in supervising the manage;rient of Belleayre Apart- ments and Belleayre Annex, minor repair work,etc., 1928 - 1932 15000.00 Building concrete wall in rear of apa.^tmen' s 145.00 Building walks, trimming grounds, trees etc. 200.00 Work in connection with installation of Stoker 300.00 Total . $7,000.00 and Whereas the said Domenica Giamberardino is demanding immediate payment of said. amount of $7,000.00 but is swilling to extend the time of payr.ent thereof on receiving a mortgage covering all the property of Nicodino, Inc. in Ithaca, Tompkins County, New York, subject to existing mortgages and liens. NOW THEREFORE, We, the undersigned stockholders of Nicodino, Inc. each owning the number of Shares set opposite his name, and owning collectively over two-thirds of the shares out- standing and entitled to vote, do hereby consent to the said Nicodino, Inc. mortgaging all of its property in Ithaca_, Tompkins County, New York, to Domenica Giamberardino in the amount of $7,000.00 payable five years from the date of said mortgage, with interest on all sums un- paid at 6% per annum, payable January 1 and July 1 in each year. WE DO FURTHER CONSENT, that said Nicodino, Inc. and its president make, execute, acknow- ledge, issue and deliver to the said Domenica Giamberardino, a bond in the amount of $$7,000.00 payable according to the terms set out above, and also to execute, acknowledge, issue and de- liver to the said Domenica Giamberardino a mortgage to secure said bond covering all the real property of said Nicodino, Inc. at Ithaca, Tompkins County, New York. AND WE DO FURTHER CONSENT that the Board of Directors under such resolution as they may adopt, may confer on the holder: of said mortgage the right to convert the principal of the debt evidenced thereby into the stock of. the corporation within such period as may be fixed by resolution of the Board of Directors conferring the .right to conversion. Dated: Rochester, N . Y . September 3rd, 1932 Name of Stockholder Geo. R. VanAlsty ne Addis V. Adams Domenica Giamberardino Address Rochester, N . Y . Fairport, N . Y . Rochester, N. Y. No. of Shares 1 1 135 STATE OF NEW YORK On this 24 day of September, 1932, before me personally c:rme ss: COUNTY OF MONROE George R. VanAlstyne, Addis V. Adams, and Domenica Giamberardino to me known and kno:;m to me to be the persons described in and who executed the foregoing in- strument and they severally acknowledged to me that they executed the same. D. Giamberardino, Com, of Deeds 336 STATE OF NEiv YORK. I. John H. Law, the Clerk of the Su reme Court in and for COuiITY OF MONROE ss: MONROE COUNTY CLERKS OFFICE) said County and State, the same being a Court of Record, do hereby certify that D. Giamberardino before whom the annexed Affidavit or Ac mowledgment purports to have been made or taken, and certified by him, eras at the time ^f the making or taking thereof a COLLIISSIOiNE-i OF DEEDS in and for said City and was July authorized to take the same, _w" was aA+tho-P-i-aed to tie t4& sties, and was authorized by the laws of the State to take and certify the acknowledgment and proof of deeds to be recorded in this State ; and that I am well acquainted with his handwriting and verily believe his signature thereto is genuine. IN WITNESS WHEREOF, I have hereunto -set my hand and the official seal of said Court this 24 day of Sept. 1932. (SEAL) John H. Law, Clerk By Mary M . Mille l-,/Deputy Clerk. spl. CERTIFIC,,TE THAT STOCKHOLDERS OF NICODINO, INC. HAVE GIVEN CONSENT TO MORTGAGE CORPORATE PROPERTY We, the undersigned, being respectively the President and Secretary -f Nicodino, Inc. do here'" by make this certificate, pursuant to Section 16 of the Stock Corporation Law of the State: of New York, and certify as follows: The total number of shares of the said corporation outstanding and entitled to vote on the proposition that it shall mortgage its i-e'l property and franchise is 137 shares. The holders of 137 shares being not less than two-thirds of the total consent, in writing, that said corporation make, execute and deliver its mortgage to Domenica Giamberardino upon the real property of the corporation located in Ithaca, Tompkins County, Ne« York, in the amount of �71000.00 to secure the bond of :;aid Nicodino, Inc. conditioned on the payment of $7,000.00 five years from the date of said mortgage, with interest on all sums unpaid at the rate of 6% per annum, payable on the first days of Januar-r and July in each year. IN WITNESS 'flHEREOF., we have made, subscribed, acknowledged and verified this certificte this 24 day of September, 1932. STATE OF NEW YORK Domenico Giamberardino, President COUNTY OF MONROE ss CITY OF ROCHESTER Addis V. Adams, Secretary DOMENICO GIA:LbERARDINO and ADDIS V. AD'..TKS, being duly sworn, did depose and say: That he, Domenico Giamberardino, is the President of Nicodino, Inc.; that he, Addis V. A-,:�ms, is I the Secretary of Nicodino'. Inc.; both severally sly that they have read the above"Certificate That Stockholders of Nicodino, Inc. have given consent to Tortgage co_­porate property',, and know the c-Dntents thereof; that the same is true to their own knowledge. Severally subscribed and sworn to Domenico Giamberardino before me this 24 d==zy of September, 1932 Addis V. Ad-ms Pauline T. Rampe, Notary Public (SEAL) STATE OF NEN YORK) On this 24 day S September, 1932, before me personally came Domenico ss: Giamberardino and COUNTY OF �IONROE )Addis V. Adams, to me kno�rn and known to me to be the same persons describ- ed in and who executed the foregoing Certificate of Consent to Mortgage and severally duly acknowledged to me that they executed the same. STATE OF NE'°J YORK ) Pauline T. Rampe, Notary Public COUNTY OF MONROE ) ss: MONROE COUNTY CLE: K?S OFFICE ) I, John h. Law, the Clerk of the Supreme Court in and for said County and State, the same being a Court of Record, do he-^eby certify that Pauline T. Rampe befo-rd whom the annexed Oath Affidavit, Acknowledgment purports to have been made or taken, and certified by him, was at the time of the making or taking thereof a Notary Public in and for said County and was duly authorized to take the same, and was authorized by the to take and certify the acknowledgment and oroof of deeds to be recorded in this state laws of the State/and that I am well acquainted with his handwriting and verily believe his ;, signature thereto is genuine. IN WITNESS WHEREOF, I have he--eunto set my hand and the official E 0 U U seal of said Court this 24 d=y of Sept. 1932. J F' v 37 (SEAL) John H. Law, Clerk E • • • By Mary M. Miller, Spl Deputy Clerk. Recorded October 13., 1932 at 2:15 P. M. CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION OF ANCIENT ORDER OF of JABROU INC., PURSUANT TO THE MEMBERSHIP C'RPORATION Ancient Order of Jabrou Inc., LAW. Pursuant to the Membership Corporation Law. We, the undersigned, desiring to form a cor por -X ation under the Laws of the State of New York, pursuant to the provisions of the Membership Corporation Law do hereby certify; 1. That the name of the proposed corporation is "ANCIENT ORDER OF JABROU, Incorporated". 2. The purposes or purpose for which the corporation is to be formed: The elevating of the standard of integrity, honor and courtesy of its members, the cherish- ing of the spirit of brotherhood among the members, undertaking and encouraging the study of psychology and eugenics; studying the science of life and truth and to cultivate the art of public speaking and debate. 3. The territory in which its operations are principally conducted is, Tompkins County, New York State. 4. The City and the County in which its office is to be located are the City of Ithaca, Tompkins County, New York. 5. The number of its directors is four. 6. The names and residence of the directors until the first annual meeting are: Joseph N. Hanna Harry L. Bullock Sarah S. H. McIntyre Raymond A. Wheeler RESIDENCE. 124 East State Street, Ithaca, N.Y. R':F.D. #4 Ithaca, N.Y. Freeville, Tompkins County, N.Y. 224 Columbia, atreet, Ithaca, N.Y. 7. All of the subscribers to this certificate are of full age; and at least two-thirds of them are citizens of the United States and at least one of them is a resident of the State of New York. 8. That of all the persons named as directorsat least one of them is a citizen of the United States and a resident of the State of New York. IN WITNESS WHEREOF, we have made and subscribed this certificate in duplicates. Dated, February 4th, 1933. STATE OF NEW YORK s TOMPKINS COUNTY Joseph N. Hanna Harry L. Bullock Sarah L.H. McIntyre Ernest L. Hart Raymond A. Wheeler On this 8th day of February, 1933, before me, personally came Joseph N. Hanna, Harry L. Bullock, Sarah S. H. McIntyre, Ernest L. Hart and Raymond A. Wheeler, and known to me to be the persons described in and who executed the foregoing certificate and severally acknow- ledged to me that they executed the same. SEAL Anna L. Drake, Notary Public. • STATE OF NEW YORKs 3897 DEPARTMENT OF STATE I, CERTIFY That I have compared the preceding copy withthe original Certificate of Incorporation of "ANCIENT ORDER OF JABROU, Incorporated," filed in this de- partment on the 14th day of February, 1933, and that such copy is a correct transcript there- from and of the whole of such original. WITNESS My hand and the official seal of the Department of State at the City of Albany this fourteenth day of February, one thousand nine hundred and thirty-three. Frank S. Sharp, Deputy Secretary of State. SEAL (ENDORSED) CERTIFICATE OF INCORPORATION OF ANCIENT ORDER OF JABROU INCORPORATED PURSUANT TO THE NE11.1BERSHIP CORPORATION LAW. The within certificate is hereby approved, February llth, 1933 Riley n. Heath, Justice Supreme Court. Sixth Judicial District. State of New York, Department of State. Filed 1933 Feb. 14. Tax $none. Filing Fee $40. Edward J. Flynn, Secretary of State. By A. D. Borden, Asst, Cashier. Recorded February 16, 1933 at 3:15 P.M. CLERK Certificate of Incorporation NOTICE OF MEETING FOR INCORPORATION. of ; Notice is hereby given pursuant to the provision of Sec - Church of the Brethren of tion 191, of Article 10 of the Religious Corporations Lake Ridge, New York Law of the State of New York, that a meeting for the --------------------------------X purpose of incorporating the Church of the Breth_?-en of Lake Ridge, in the Town of Lansing, County of Tompkins, N. Y., now unincorporated, will be held at its usual place of worship in said Church at Lake Ridge aforesaid on the 18 day ^f P.M. February, 1932, at 8 o'clock for the purpose of incorporating said church and electing trus- tees thereof. This notice shall be read twice as provided by law and a. copy posted con- spiciously on the outside of tale main entrance to such place of worship at least fifteen days prior to said meeting. Dated, January 29, 1932. A. E. Stoner E. F. Nedrow H. D. Bowman Luther Sutphin F. M. Keim P . F. Bowman A meeting was called by the in Lake Ridge Church. Feb. 18, 1932 and decided to Inccr in accordance with the laws of N. Y. State. The folI_owing Trustees were elected F. M. Keim for period of one year, Luther Sutfin 2 yrs. and Avery Stoner for 3 yrs. Hattie M. Nedrow CERTIFICATE OF INCORPORATION OF CHURCH OF THE BRETHREN OF LAKE RIDGE, TOMPKINS COUNTY STATE OF NEIN YORK Pursuant to the provisions of the RELIGIOUS CORPORATIONS LAW of the State of New York, in such cases made and provided, the undersigned do hereby certify as follows: Notice of a meeting for the purpose of incorporating an unincorporated Church of the st ting Bretheen has been duly given; the notice in writing Nn subst-ance that a meeting of such unin- corporated church was to be held at its usual place of.worship at a specified day and hour, for the purpose of incorporating such church, electing trustees thereof, and selecting a. corp- orate name therefore, said notice was signed by more than six persons of full age who were then and now are members in good and regular standing of such church by admission into full communion or membership therewith. A copy of such notice was publically read at a regular meeting of such unincorporated church for public worship, on the two successive Sundays im- meaiately preceding the meeting by the minister of such church. Such reading was done by Rev. H. D. Jones the officiating minister of said church. Such meeting was duly held pursuant to the provisions of Sections 191, 192, 1932 194, and 195 of Article 10 of the RELIGIOUS CORPORATIONS LAW, of the State of New York at the church of such organization at Lake Ridge in the Town of Lansing, Tompkins County, N. Y. that being LJ is • • the usual place of worship. The said notice having been posted and read as provided by law 339 C� at least fifteen days -prior to said. meeting and the Rev. H. D. Jones was thepresiding officer at said meeting and and Hattie M. Ned. -ow was elected cle•k at said meeting and they were el- ected by the qualified voters then and there present. The said meeting was conducted as pre- scribed by law in a fair and public manner The said meeting was conducted in all respects pursuant to the provisions of Section • 102 of Article 10 of the Religious Corporations Law, of the State of Nev., York. The said meeting did then and there vote to incorporate said church and society in accordance with the law of the State of New York. And did then and there decide and vote that the name of the purposed corporation be CHURCH OF THE BRETHEREN OF iAKE RIDGE; that its principal place . of business be at its said church at Lake Ridge in the Town of Lansing Tompkins County, N. Y. of said corporation be three with the-4r term of office it that the number of trustees/as follows: F. M. Keim of the Town of L nsing, Tompkins County , N. Y. for the period of one year; Luther Sutphin for the term of two years anri Avery Stone" for a term of three years. The annual meeting of sa-d corporation shall be held on the Last Saturday day of December yearly. The principal place of worship of said church is at Lake Ridge in the Town of Lansing, Tompkins County, N. Y. and the post office address of said trustees is R. D. Ludlowville, N. Y. all of the persons voting at said meeting were of full age and members of said church and congregation. Annexed hereto is a copy of the minutes and proceedings of said meeting. All notices were duly given and jurisdictional matters carried out and complied with according to law and the said meeting decided to incorporate as herein provided and the said presiding officer of such meeting and the officers of said election and the signers of notice do hereby execute this certi�icate. • Dated, March 4, 1932, at Lake Ridge, in the Town of Lansing, Tompkins County, N. Y. A. E. Stoner Luther Sutphin STATE OF NEW YORK ) COUNTY OF TOPrPKINS) H. D. Bowman TOIAIN OF LANSING ) ss: Rev. H. D. Jones, Presiding officer of said meeting F. M. Keim P. F. Bowman E. F. Nedrow On this 24 day of March, in the year One thousand nine hundred and Thirty- two, before me, the subscriber, personally appeared A. E. Stoner, E. F. Nedrow, H. D. Bowman, Luther Sutphin, F. M. Keim, P. F. Bowman and Rev. H. D. Jones, to me personally known to be the same persons described in and who executed the foregoing instrument, and they each duly acknowledged to me that they executed the same. Roy A. Tuttle, Notary Public 1! Recorded and filed April 12, 1933 at 4:10 P. M. CLERK. • In the matter of the sale We, the undersigned, constituting all of the stockholders of the Real Estate of the Bergholtz Realty Company, Inc., hereby consent to of the transfer of all of its real estate to Arthur B. Wellar Bergholtz Realty Co., Inc. of Ithaca, New York, subject to the existing liens as more -------------------------------X fully set forth in a deed of the premises this day executed • by the Bergholtz Realty Company to Arthur B. V'ellar. This conveyance is made in consideratim of kl.00. VoITNESS our signatures this 5th day of July, 1933. Herman Bergholtz STATE OF NEW YORK Herman Bergholtz, Jr. ss: COUNTY OF' TOMPKINS Ralph J. Roskelly r On this 5th day of July, 1933, before me, the subscriber, personally appeared Herman 0 Bergholtz, Herman Bergholtz, Jr. and Ralph J. Roskelly, to me personally known and known to me to be the same persons described in and who executed the foregoing instrument and they each duly acknowledged to me that they executed the same. Elsie S. Wray, Notary Public Filed and entered July 11, 1933 at 1:23 P. 174. % Certificate of Change of Name tie, the undersigned 1W. J. L. Doyle, and C. G. Fitz - of water, being the President and the Secretary, res- Ageco Credit Union of Ithaca to pectively, of the kGECO Credit Union of Ithaca, a Ageco Credit Union of New York �p non -stock corporation, organized under the Laws of Pursuant to Section Forty of the \General�Corporation Law. the State of New York, do hereby certify as follows: --------------- - - - - -X 1. The name of the corporation isAGECOCredit Union of Ithaca, 2. The organization Certificate of the corporation was filed in the office of the Super- (`_ intendent of Banks of the State of New York, on June 12, 1930 3. The new name to be assumed is Ageco Credit Union of New York. IN WITNESS WHEREOF, we have made, and have severally subscribed and acknowledged, this ' Certificate, in duplicate, this llth day of May, 1933. STATE OF' NEW YORK F. J. L. Doyle, President ss: COUNTY OF TOMPKINS C. G. Fitzwater, Secretary On this llth day of May, 1933, before me personally came F. J. L. Doyle and C. G. Fitz- water to me known and known to me to be the same persons described in and who executed the foregoing Certificate and they severally duly acknowledged to me that they made and executed the same for the uses and purposes therein set forth. STATE OF NEW YORK (SEAL) Mildred G. Brooks, Notary Public ss: COUNTY OF TOMPKINS My Commission expires March 1935 F. J. L. Doyle and C. G. Fitzwater, being severally duly sworn, depose and say, and each for himself, deposes and says; that he, the said F. J. L. Doyle, is the President, and that he, the said C. G. Fitzwater, is the Secretary of the AGECO Credit Union of Ithaca, a non - stock corporation organized under the laws of the State of New York; that they severally sub- scribed and acknowledged the foregoing certificate to which this affidavit is annexed; that they have been authorized to execute and file saiu Certificate by the votes, case in person, of a majority of the members of record of the Credit Union, who are entitled to vote, and that such votes were cast at a meeting of the members called for that purpose upon like notice as that required for annual meetings of the Credit Union at a members' meeting held at Ithaca, New York, on the 9th day of May, 1933. Severally subscribed and sworn F.J. L. Doyle to before me this llth dL.y of C. G. Fitzwater \ay., 1933. Mildred G. Brooks, Notary Public (SEAL) Comm. Expires Mar. 1935 STATE OF NEW YORK BANKING DEPARTMENT George A. Coleman, Deputy Superintendent of Banks of the State of New York, DO HEREBY AP- PROVE of the change of name of Ageco Credit Union of Ithaca, located at Ithaca, N. Y., ACEC9-CREDIT-U�tI9PF-9F-ITHACA.3-Ieeated-at-Ithaea;-PF--Y: to AGECO CREDIT UNION OF NEVYORK, as provided for in the foregoing certificate, in accordance with the provisions of section 4D of the General Corporation Law. WITNESS, my hani and official seal at the City of Albany, this fifth day of July, in the L_J P� • • • Year of our Lord one thousand nine hundred and thirty-three (SEAL) Geo. A. Coleman, Deputy Superintendent of Banks. 41 • • • U • Filed and Recorded July 24, 1933 at 12:40 P. M. Consent of Stockholders in 7Writing to : CONSENT OF STOCKHOLDERS IN WRITING TO MORTGAGE PROPERTY AND FRANCHISES Mortgage Property and Franchises (Pursuant to Sec. 16, Stock Corporation Law of 1923) 12;6 IYESTBOURNE LANE REALTY CORP. ---------------- _----_-------_X WE, the undersigned, stockholders of the 126 WEST - BOURNE LANE REALTY CORPORATION, each owing the number of shares set opposite his signature hereto, and owning, collectively, two-thirds of the shares outstanding entitled to vote thereon, CONSENT that Laid corporation borrow such sum or sums of money, not to exceed in the aggregate the amount of $17,500.00 as in the judgment of its Board of Directors may be necessary for the transaction of its business, and issue its bonds dated the lst day of Nov- ember 1924, or subsequent thereto, to mature not earlier than ten years, nor later than ten years, from the lst day of November, 1924 and bearing interest at a rate of not more than six per cent per annum, for the amount so borrowed, and we do further consent that said corp- oration make, execute and deliver, to such trustee as may be selected by its Board of Directors a mortgage of all of the real properties and franchises of said corporation to secure the pay- ment of the principal and interest on said bonds. Dated as of November lst, 1924 Signature Beta Sigma Rho, Inc. Number of Shares 744 By Donald W. Cohen, President (Grand Chancellor) STATE OF NEW YORK ) On this 5th day of October 1933 before me came Donald W. Cohen, CITY OF BUFFALO ) ss: COUNTY OF ERIE ) to me known, who, being by me duly sworn, did depose and say that he resides in Buffalo, Nev; York; that on November lst, 1924 he was the President (Grand Chan- Iicellor) of Beta Sigma. Rho, Inc., the corporation described in and which executed the fore- Ilgoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. STATE, OF NEW YORK Edward H. Wolkind, Com of Deeds, Buffalo, N. Y. ss: COUNTY OF ERIE I, John L. Staeber, Clerk of the County of Erie, and also Clerk of the Supreme and County Courts for said County, the same being Courts of Record, do hereby certify that Edward H. Wolkind whose name is subscribed to the certificate of the proof , ack- nowledgment or affidavit of the annexed instrument in writing, was at the time of taking such proof, acknowledgment or affidavit, a COMMISSIONER OF DEEDS in and for the City of Buffalo, in said County, duly commissioned and sworn and authorized to take and certify the same; and further, that I am well acquainted with the handwriting of such Commissioner of Deeds, and verily believe the signature to the said certificate of proof, acknowledgment �r affidavit is genuine. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County and Courts at Buffalo, this 23rd day of Oct, 1933. No. 14962. (SEAL) John L. Staeber, County Clerk A. Paige, Dep. Clerk Filed and entered October 265, 1933 at 9:38 A. M. .C_ `i - Certifica e Authorizing We, the undersigned stockholders of The Bool Floral The Bool Moral Company to Mortgage : Company, Inc., a stock corporation, organized and existing to under the laws of the State of New York, and being the holders The First National Bank of of shares of said corporation aggregating not less than two- ltzaca. thirds of the total number of shares outstanding entitled to - - - - - - - - - - - - - - X vote thereon, DO HEREBY CONSENT that said corporation make, execute and deliver a mortgage to The • First National bank of Ithaca a mortgage upon property hereinafter described belonging to the corporation, in tree sum of $5,000.00 as additional security to the extent of $5,000.00 upon notes of the corporation now owned by The First National Bank of Ithaca. That said property is described as follows: • ALL THAT TRACT OR PARCEL OF LAND situate in the City of Ithaca, Tompkins County, New York, bounded and described as follows: Beginning at a point in the easterly line of Humboldt Street in a line running t-1-1ree feet northerly from the northerly side of a bridge crossing the inlet and nearly in front of the residence on farm of Mary E. VanOrder and running thence northerly along the easterly line of Humboldt Street 276 feet more or less to the center of an elm tree, and thence easterly through the center of the center tree of three willow trees li growing on the westerly bank of the inlet to the center of the inlet, thence southerly up the center of the inlet to a point in a line three feet northerly of the northerly side of said bridge, and thence westerly along said lastmentioned line to the place of beginning, except- ing the use of the cattle drive on the southerly end thereof to water live stock in said inlet: ALSO ALL THAT OTHER TRACT OR PARCEL OF LAND situate in said city of Ithaca, beginning at the center of the inlet at a point in said line three feet northerly from said bridge and extending northerly along the center of the inlet to the southerly line of property owned by the City of Ithaca, known a the T@ mery pr perty and thence ea terlly long the said sut4Qrly • of the lands of the Lehigh alley ailroad �ompany, thence soutsher y along said westerly line lineto the westerly line/ to the fence on the north side of the lane and thence westerly along said fence to the place of beginning together with the free and uninterrupted use with party of the first part of the land and said bridge across said inlet, and the party of the second part is to maintain the fence along the north line of said lane along the premises herein described. IN WITNESS WHEREOF we have made and subscribed this consent and have hereunto set oppo- site our respective signatures the number of voting shares held by each of us in said corpor- atlon. Dated this 15 day of November, 1933. Signature No.of Voting Shares. Ralph J. Roskelly 549 Harriett K. Roskelly 130 STATE OF NEW YORK �s On this 15 day of November, 1933, before me personally came Ralph J. COUNTY OF TOMPKINS is and Harriet K. Roskelly, to me known and known to me to be the persons described in and who executed the foregoing consent to mortgage and severally duly acknowledged to me that they executed the same. Harold E. Simpson, Notary Public. STATE OF NEW YORK • COUNTY OF TOMPKINS s Ralph J. Roskelly and Harriett K. Roskelly being duly severally sworn depose and say that they are the persons who signed the foregoing consent to mortgage property of Bool Floral Co. Inc., that they have read the same and it is true to their own knowledge except as to those matters therein stated to be on information and belief and as to 3 43 those matters they believe it to be true. Ralph J. Roskelly Subscribed and sworn to before me Harriett K. Roskelly this 15th day of November. Harold E. Simpson, Notary Public. STATE OF NEW YORK s Edward J. Nevins, being duly sworn, deposes and says that he is COUNTY OF TOMPKINS the Secretary of the aforesaid The Bool Floral Company, Inc.; that he is the custodian of the stock book of said corporation containing the names of the holders of its shares° that he has compared the names signed to the foregoing consent to mortgage and li the number of shares set opposite thereto with the entries in said stock book and that the persons who have signed said consent are recorded in said stock book as the holders of the I number of voting shares set opposite their respective signatures to said consent, and that they constitute the holders of record of at least two-thirds of the total number of outstanding shares of said corporation entitled to vote thereon. Edward J. Nevins Sworn to before me, this 15th day of lovember, 1933. Harold E. Simpson Notary Public. 'Ple, the undersigned, being respectively the president and the secretary of The Bool Floral Company, Inc., do hereby make this certificate, pursuant to section sixteen of the Stock Corporation Law, and certify as follows: The total number of shares of said corporation outstanding entitled to vote on a proposition t:-1at it shall mortgage its property and franchises is 967 shares. The holders of 679 shares, being not less than two-thirds of the total number of shares • outstanding entitled to vote thereon having duly given their consent in writing that said corporation make, execute and deliver a mortgage upon the property and franchises of the corporation in the sum of Five Thousand Dollars ($5,000.00) as additional security to the extent of $5,000.00 upon notes of the corporation now oined by The First National bank of Ithaca. IN WITNESS WHEREOF, we have made, subscribed, acknowledged and verified this certificate this 15" day of November, 19,�3. Ralph J. Hoskelly President STATE OF NEW YORK Edward J. Nevins COUNTY OF TOMPKINS s Secretary. On this 15th day of November, 1933, before me personally came Ralph J. Roskelly and Edward J. Nevins, to me known and known to me to be the persons described in and who executed the foregoing certificate of consent to mortgage and severally duly acknowledged to me that they executed the same. • Harold E. Simpson, Notary Public. STATE OF NEW YORK �s Ralph J. Roskelly and Edward J. Nevins being severally duly COUNTY OF TOMPKINS sworn, depose and say, and each for himself deposes and says, that he, the said Ralph J. Roskelly is the president of The Bool Floral Company, Inc. and that he, the • said Edward J. Nevins is the secretary of The Bool Floral Company, Inc.; that he has read the foregoing certificate subscribed by him, and knows the contents thereof, and that the same is true to his own knowledge. nalph J. Roskelly Sworn to before me, this 15th Edward J. Jievins. day of November, 1933. Harold E. Simpson, Notary Public. Filed & entered November 27, 1933 at 3:51 P.M. 3.4 4 Certificate of Incorporation CERTIFICATE OF INCORPORATION OF ZINKtS INC., PURSUANT TO ARTICLE TWO OF THE STOCK of CORPORATION LAW. Zinekts Incorporated. We, the undersigned, for the purpose of forming a - - - - - - - - - - - - - - - -X corporation pursuant to Article Two of the Stock Corpor- ation Law of the State of New York, certify: 1- The name of the corporation shall be "Zink's Inc." 2- The purposes for which it is to be formed are to carry on the business of restaurant - keepers, caterers, cafeterias, tobacconists, dealers in provisions, wine and liquors, to manufacture and sell food and food products and to manage and conduct restaurants or the like in any part of the United States and in foreign countries: to purchase, lease, hire or other- wise acquire, to hold, own., maintain, improve, alter and sell, convey, mortgage, or otherwise dispose of real estate and personal property and any interest therein in or out of this state, and in such place or places in theseveral States and Territories of the United States, as I shall be found necessary and convenient for the purposes of the companyts business; and. to l have one or more offices and to carry on all or any part of its operations ane business in any State or Territory of the United States. 3- The amount of the capital stock shall be One Thousand Dollars ($1,000.00) to consist of ten shares of the par value of One Hundred Dollars ($100.00) each. 4- The main office of the corporation shall be located in the City of Ithaca, County of Tompkins, New York. 5- The duration of the Corporation shall be perpetual. 6- The number of directors shall be three. 7- The names and postoffice addresses of the directors until the first annual meeting of the stockholders are: tO N Aaron Wells James H. McCarthy John. Lewton POST OFFICE ADDRESS 413 South Albany Street, Ithaca, N.Y. 119 Hudson Street, Ithaca, N.Y. 206 North Cayuga Street, Ithaca, N.Y. 8- The name and postoffice address of each subscriber of this certificate of Incorporation follows.. and a statement of the number of share which each agrees to take in the corporation are as/ NAME POSTOFFICE ADDRESS NUMBER OF SHARES Aaron Wells 413 South Albany St., Ithaca, N.Y. 8 James H. McCarthy 119 Hudson St. Ithaca, N.Y. 1 John W. Lewton - 206 North Cayuga St. Ithaca, N.Y. 1 9- All of the subscribers of this Certificate are of full age, at least two-thirds of them are citizens of the United States, at least one of them is a resident of the State of New York, and at.least one of the persons named as a director is a citizen of the United States anda resident of the State of New York. 10- The meetings of the Board of Directors shall be held only within the State of New York. IN WITNESS WITI REOF, we have made and subscribed this Certificate in Triplicate this _ day of _, 1934. Aaron V-1ells Jas H. McCarthy STATE OF NEW YORK John W. Lewton COUNTY OF TOIaiPKINS s CITY OF ITHACA On this 31st day of May 1934, before me, the subscriber, personally came Aaron Wells, James H. McCarthy, and Joan W. Lewton, to me known, and known to me to be the persons described in and who executed the foregoing Certificate of Incorporation.and they thereupon severally duly acknowledged to me that they executed the same. William Dicker Notary Public, County of Tompkins. • • • 0 45 • • • 0 Edward J. Flynn STATE OF NFe1, YORK Secretary of DEPART14ENT OF STATE State. Grace A. Reavy FRANK S. SHARP Executive Deputy DEPUTY SECRETARY- Corporations William A. Dicker Esq. Ithaca, N.Y. Harold J. Fisher Finance Officer John F. Cox Ass't Cashier 91 Albany June 1, 1934 Certificate of Incorporation of "Zinck's Inc." has been filed today. FRANK S. SHARP, Deputy becreta.ry of State. Fees and tax paid as follows: Received by ek $50.00 Filing . . . . . . . . . . . . . . . . . . . . . . $40. 00 Certified copy . . . . . . . . . . . . . . . . . . . .$ Minimun Tax, at 1/20 of 1% on $1,000.00 consisting of 10 sha.res.par value $100. each $10.00 County of Tompkins Total $50. QO Refund $ Department of State By A. D. Borden, Finance Officer. Ass't Cashier Filed and recorded June 4, 1934 at 1:35 P.M. CERTIFICATE OF CONSENT CERTIFICATE THAT STOCKHOLDERS OF TREMAN,KING & COMPANY HAVE GIVEN CONSENT TO MORTGAGE. OF We, the undersigned, being respectively the President and Stockholders of Treman, King & Company.to Mortgage. the Secretary of Treman, King & Company, a domestic corpor- - - - - - - - - - - - - - - - X ation of Ithaca, New York, do hereby certify, pursuant to Section 16 of the Stock Corporation Law: .1. The said nobert E. Treman is the President of 'Treman, King & Company and the said Nathan Hanford is 'the Cecretary thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition to mortgage the property of the corporation is 2710 (being the number of outstanding common shares the holders of preferred shares are not entitled to vote thereon under the ?provisions of the certificate of incorporation as amended). 3. The holders of over two-thirds of the total number of shares outstanding entitled to vote on a proposition to mortgage property of the corporation, to wit: -the holders of 1875 shares, have duly consented in writing to the mortgaging by Ireman, King & Company of certain real property of the corporation at 101-103-105-107 East utate Street, Ithaca, New York (the store premises), and the annex warehouse premises, with certain rights appurtenant thereto, to the Ithaca Trust '-ompany to secure its bond in the prin opal sum of $30,000, and have duly consented to the making, execution and delivery of said bond and mortgage. IN WITNESS JVHERFOF we have made and subscribed this certificate this 7th day of January 1935. Robert E. Ireman, President STATE OF NEW YORK �s Nathan Hanford, Oecretary. COUNTY OF TOMPKINS On this 8th day of January, 1935 before me, the subscriber, personally came ROBERT E. .TRFIIAN AND NATHAN HANFORD, to me known and known to me to be the same persons described in and who executed theforegoing certificate and they severally acknowledged to me that they executed the same. Chas O. V41son, Notary Public. 4G STATE OF NEW YORK � ROBERT E TREMAN and NATIIAN HANFORD, being duly sworn, severally COUNTY OF TOMPKINS s depose and say: that he, Robert E. Treman, is the President, and he Nathan Hanford, is the Secretary of Treman, King & Company; that each has read the foregoing certificate of consent of stockholders to mortgage and knows the contents thereof and that the same is true to his own knowledge. Robert L. Treman • Nathan Hanford. Sworn to and subscribed before me this 8th day of January, 1935. SEAL Chas 0. Wilson, Notary Public. Filed & recorded January 8, 1935 at 10:06 A.M. el)"j, •Z // /O,7'1r T.F. RK Certificate of Increase of Capital Stock CERTIFICATE OF INCREASE OF CAPITAL and of Increase of Number of Shares of STOCK AND OF INCREASE OF NUMBER OF SHARES OF Capital Stock CAPITAL STOCK of OF Ithaca Trust Company ITHACA TRUST COMPANY -- - - - - - - - - - - - - - - - - - - - -X Pursuant to Section Thirty -Six of the Stock Corporation Law. We, the undersigned, ROBERT H. TREMAN AND CHARLES E TREMAN, JR., being the President and Secretary, respectively of ITHACA TRUST COMPANY for the purposes of increasing the number of shares of capital stock of said Ithaca Trust Company, pursuant to Section Thirty -Six of the Stock Corporation Law of the State of New York, do hereby make, subscribe, acknowledge and file this certificate, stating as follows: 1. The name of the corporation is ITHACA TRUST COMPANY. 40 2. the organization certificate of said corporation was filed in the office of the Superintendent of Banks of the State of New York, on ;September 18, 1891.and a duplicate thereof was filed in the office of the Clerk of Tompkins County on July 20, 1891 and September 23, 1891. 3. The total amount of previously authorized capital stock is $160,000. 4. The total number of shares which the corporation is already authorized to issue is 16,000 shares, all of said shares being of the par value of w10. each. 5. None of the shares already authorized are classified. 6. The number of shares issued and outstanding is 16,000. 7. The amount of the capital stock which the corporation is hereafter to have is $260,000 and all of the shares are to have a par value. 8. Said 16,000 shares are hereby increased to 26,000 shares so that the total number of shares including those previously authorized, which the cor:-)oration may henceforth have, is 26,000, all- of which are to be of the par value of $10. each and all of the same class. 40 IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate in triplicate this 20th day of May 1935. Hobert H. Treman President of Ithaca Trust Company Charles E. Treman, Jr. Secretary of Ithaca Trust Company. STATE OF NEW YORK COUNTY OF TOMPKINS Ys On the 20th day of May 1935, before me personally came Robert H. Treman and Charles E. Treman, Jr., to me known and known to me to be the President and Secre- tary, respectively of Ithaca Trust Company, and to be the persons described in and who executed the foregoing instrument, and they severally acknowledged to me that they executed the same. Sherman Peer, Notary Public. 347 E • • • • STATE OF NEW YORKs ROBERT H. TREMAN AND CHARLES E TREMAN, JR., being severally COUNTY OF TOMPKINS duly sworn, depose and say and each for himself deposes and says, that he, the said Robert H. Treman is President of, and that hZ, the said Charles E. Treman, Jr., is the Secretary of Ithaca Trust Company; that they have been authorized to execute and file the foregoing certificate by the votes cast in person or by proxy of the holders of record ofa majority of the outstanding shares of the corporation entitled to vote thereon and that such votes were cast at a stockholderst meeting held at 109 North Tioga Street, Ithaca, New York, on April 25, 1935 upon notice pursuant to Section Forty-five of the Stock Corporation Law. Severally subscribed and sworn to before me this 20th day of May 1935. Sherman Peer, Notary Public. STATE OF NEW YO RK BANKING DEPARTMENT Robert H. Treman Charles E. Treman Jr. I, Charles H. Schoch, Deputy Superintendent of Banks of the State of A ew York, DO HEREBY APPROVE of the increase of capital of the Ithaca Trust Company, located at Ithaca, New York, from Une Hundred Sixty Thousand (160,000) Dollars, to Two Hundred Sixty Thousand (260,000) Dollars, to consist of twenty-six thousand (26,000) shares of the par value of 'ien (10) Dollars each, as set forth in the foregoing certificate. WITNESS my hand and official seal at the City of Albany this twenty-eighth day of May in the Year of our Lord one thousand nine hundred aid thirty-five. SEAL Chas 1'. Schoch, Deputy Superintendent of Banks. II CERTIFICATE OF CHANGE OF PROVISIONS RELATING TO THE NUMBER OF DIRECTORS OF, ITHACA TRUST COMPANY PURSUANT TO SECTION THIRTY-FIVE OF THE STOCK CORPORATION LAW. CERTIFICATE OF CHANGE OF PROVISIONS RELATING TO THE NUMBER OF DIRECTORS OF ITtgACA TRUST COMPANY Pursuant to bection Thirty-five of the Stock Corporation Law. We, the undersigned, Robert H. Treman and Charles E. Treman, Jr., baing the President and Secretary, respectively of ITHACA TRUST COMPANY for the purposes of changing the provisions relating to the number of directors of said Ithaca Trust Company, pursuant to Section Thirty - Five of the Stock Corporation Law of the State of New York, do hereby make, subscribe, acknow- ledge and file this certificate, stating as follows: 1. The name of the corporation is ITHACA TRUST COMPANY 2. The organization certificate of said corporation was filed in the office of the Superintendent of Banks of the State of New York, on September 18, 1891, and a duplicate original thereof was filed in the Office of the Clerk of Tompkins County on July 20, 1891 and 'September 23, 1891. 3. The number of directors previously authorized is fifteen. 4. Hereafter the number of directors shall be not less than a minimum of five nor more than a maximum of fifteen. IN WITNESS WHEREOF, A have made, subscribed, and acknowledged this certificate in triplicate this 20th day of May 1935. Robert H. Treman President of Ithaca 'Trust Company 34S Charles E. Treman Jr. Secretary of Ithaca. Trust Company. STATE OF NEW YORK COUNTY OF TOMPKINS s On the 20th day of May 1935, before me personally came ROBERT H. TREMAN AND CHARLES E. TREMAN Jr. to me known and known to me to be the President and Secretary, respectively, of Ithaca Trust Company and to be the persons described in and who executed the foregoing instru- ment, and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public. STATE OF NEW YORK s ROBERT H. TREMAN AN[) CHARLW, E TREMAN JR., being severally duly COUNTY OF TOMIPKINS sworn, depose and say and each for himself deooses and says, that he, the said Robert H. Treman, is President of, and that he, the said Charles E. Treman, Jr., is the Secretary of Ithaca 'Trust Company; that they have been authorized to execute and file the foregoing certi- ficate by the votes cast in person or by proxy of the holders of record of a majority of the outstanding shares of the corporation entitled to vote thereon and that such votes were cast at a stockholderst meeting held at No. 109 North Tioga Street, Ithaca., New York, on April 25, 1935 at 10 otclock A.M., upon notice pursuant to Section Forty-five of the Stock Corpor- ation Law. Robert H. Treman Charles L. Treman Jr. Severally subscribed and sworn to before me this 20th day of May, 1935. Sherman Peer, Notary Public SEAL STATE OF NEW YORK BANKING DEPARTMENT In the Matter of the proposed I. CHARLES H. SCH 00H, Deputy Superintendent of Banks change in number of directors of the State of New York, DO HEREBY APPROVE of the change of Ithaca Trust Company in number of directors of ITHACA TRUST COMPANY, located '� at Ithaca, New York, from fifteen (15), the present 3E :c c 3: is :c number to not less than five (5) nor more than fifteen (15), in accordance with the provisions of Section 35 of the Stock Corporation Law. 4'JITNESS my hand and official seal at the City of Albany this Twenty-eighth day of May in the Year of our Lord Cne thousand nine hundred and thirty-five. Chas H. Schoch SEAL Deputy Superintendent of Banks. CERTIFICATE OF EXTENSION OF EXISTENCE 3 ITHACA TRUST COMPANY Pursuant to Section Forty-five of the General Corporation Lave. CERTIFICATE OF EXTENSION OF EXISTENCE OF ITHACA TRUST COMPANY Pursuant to Section Forty -Five of the General Corporation Law. We, the undersigned, Robert H. Treman, and Charles E. Treman Jr., being the President and Secretary, respectively, of Ithaca. Trust Company, for the purpose of extending the exis- tence of said Ithaca Trust Company, pursuant to Section Forty -Five of the General Corporation Law of the State of New York, do hereby make, subscribe, acknowledge and file this certificate stating as follows: 1. The name of the corporation is • • P� • ITHACA TRUST COMPANY. 2. The organization certificate of said corporation was filed in the office of the 349 , Eii • • • Superintendent of Banks of the State of New York, on September 18, 1891 and a duplicate thereof was filed in the office of the Clerk of Tompkins County on July 20, 1891 and September 23, 1891. 3. The term of existence specified in the organization certificate of said corporation will expire on December 31, 1940. 4. The duration of said Ithaca Trust Company is to be perpetual. IN WITNESS WHEREOF, we have made, subscribed and acknowledted this certificate in tripli- cate this 20th day of May 1935. Robert H. 'Treman President of Ithaca 'Trust Company. Charles F. Treman Jr. Secretary of Ithaca Trust Company. STATE OF NEW YORK s On the 20th day of )Iay 1935, before me personally came Robert H. 1COUNTY OF TOMPKINS ' Treman and Charles E. Treman Jr., to me known and known to me to be the President and Secre--- ary respectively, of the Ithaca Trust Company and to be the persons described in and who executed the foregoing instrument, and they severally duly acknowledged to me that they execu- ted the same. Sherman Peer, Notary Public. STIT E OF NEW YORK Ts ROBERT H. TREMAN AND CHARLW. E TREMAN, JR., being severally duly COUNTY OF TOMPKINS ,sworn, depose and say and each for himself deposes and says, that he, the said Robert H. Treman, is President of, and that he, the said Charles E. Treman Jr., is the Secretary of thada Trust Company; that they have been authorized to execute and file the foregoing certifi ate by the votes cast in person or by proxy of the holders of record of two thirds of the out- I•tanding shares of the corporation entitled to vote thereon and that such votes were cast at the stockholders' meeting held on the 25th day of April, 1935 upon notice as prescribed in Section Forty -Five of the Stock Corporation Law of the State of New York. Severally subscribed and sworn to before Robert H. Treman me t:iis 20th day of May, 1935. Charles L. Treman Jr. Sherman Veer, Notary Public. (SEAL) STATE OF NEW YORK BANKING DEPARTMENT. In the Natter of proposed extension of I, CHARLES H. SCHOCH, Deputy Superintendent the corporate existence of of Banks of the State of New York, DO HEREBY -� Ithaca Trust Company APPROVE of the extension of the corporate existence of ITHACA TRUST COMPANY located at Ithaca, New York, br a term in perpetuity beyond the time specified in its original Cer- tificate of Incorporation as provided for in the foregoing certificate, in accordance with the provisions of Section 45 of the General Corporation Law. WITNESS my hand and official seal at the City of Albany this Twenty-eighth day of May in ,the Year of our Lord one thousand nine hundred and thirty-five. SEAL Chas H. Schoch, Deputy Superintendent of Banks. CERTIFICATE OF CHANGE OF NAME OF ITHACA TRUST COMPANY TO TO,-TPKINS COUNTY 'TRUST COMPANY Pursuant to Section Forty of the General Corporation Law. CERTIFICATE OF CHANGE OF NAME OF ITHACA TRUST COMPANY TO TOMPKINS COUNTY TRUST COMPANY Pursuant to Section Forty of the General Corporation Law. We, the undersigned, ROBERT H. TREIVIAN, and CHARLES E TREMAN JR., being the President • and Secretary, respectively, of Ithaca Trust Company, for the purpose of changing the name of ,said Ithaca 'crust Company, pursuant to Section Forty of the General Corporation Law of the 'State of New York, do hereby make, subscribe, acknowledge and file this certificate, stating as follows: 1. The name of the corporation is • ITHACA TRUST COMPANY. 2. The organization certificate of said corporation was filed in the office of the Super- intendent of Banks of the State of New York, on September 18, 1891 and a duplicate original thereof was filed in the office of the Clerk of Tompkins County on July 20, 1891 and September 23, 1891. 3. The new name of the corporation is to be TOMPKIIIS COUNTY TRUST COMPANY IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate in tri- plicate this 20th day of :day, 1935. Robert h. 'Treman President of Ithaca Trust Company. Charles E. Treman Jr. Secretary of Ithaca Trust Company. STATE OF NEW PORK COUNTY OF TOMPKINS s On the 20th day of May, 1935, before me personally came Robert H. • Treman and Charles E. Treman, Jr., to me known and known to me to be the President and Secre- tary, respectively, of Ithaca Trust Company and to be the persons described in and who executed the foregoing instrument and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public. STATE OF NEW YORK COUNTY OF TOMPKINS s ROBERT H. TREMAN AND CHARLBS E TREMAN JR., being severally duly sworn, depose and say and each for himself deposes and says, that he, the said Robert H. Treman, is President of, and that he, the said Charles E. Treman Jr., is the Secretary of Ithaca Trust Company; that they have been authorized to execute and file the foregoing certi- ficate by the votes cast in person or b�, proxy of the holders of record of a majority of the outstanding shares of the corporation entitled to vote thereon and that such votes were cast t a stockholders' meeting held on the 25th day of April, 1935 upon noti%-e as prescribed in Section Forty-five of the Stock Corporation Law of the State of New York. is Severally subscribed and Robert H. Treman sworn to before me this Charles E. Treman,Jr. 20th day of May, 1935. Sherman Peer, Notary Public. SEAL STATE OF NEW YORK • BANKING DEPARTMENT I,Charles H. Schoch, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE of the change of name of ITHACA TRUST COMPANY, _located in Ithaca, New York, to "TOMPKINS COUNTY `i'RUS`i' CO. PANY" as provided for in the foregoing certificate, in accordance with the provisions of Section 40 of the General Corporation Law. WITNESSETH my hand and official seal at the City of Albany, this twenty-eighth day of May in the Year of our Lord one thousand nine hundred and thirty-five. SEAL Chas H. Schoch, Deputy Superintendent of banks. 0. if) PlIn 1n M • • CERTIFICATE OF REDUCTION OF' CAPITAL AND OF REDUCTION OF THE PAR VALUE OF THE SHARES OF ITHACA TRUST COMPANY Pursuant to erection 36 of the stock corporation law. CERTIFICATE OF REDUCTION OF CAPITAL AND OF' REDUCTION OF THE PAR VALUE OF THE SHARES OF ITHACA TRUST COMPANY PURSUANT TO SECTION 36 OF THE STOCK CORPORATION LAW. We, the undersigned, ROBERT H. TREMAN AND CHARLSC: E TREMAN, JR., being the President and Secretary, respectively, of Ithaca Trust Company, for the purposes of reducing the capital and of reducing the par value of the shares of capital stock of said Ithaca Trust Company pursuant to Section 36 of the Stock Corporation Law of the State of New York, ;do hereby make subscribe, acknowledge, and file this certificate, stating as follows: 11 1. The name of the corporation is ITHACA TRUST COMPANY. 2. The Organization Certificate of said corporation was filed in the office of the Superintendent of Banks of the State of New York on September 18, 1891 and a duplicate original thereof was filed in the office of the Clerk of Tompkins County on July 20, 1891 and September 23, 1891. 3. The total amount of previously authorized capital stock is $400,000, all of the shares having a par value. 4. The total number of shares which the corporation is already authorized to issue is 16,000 shares, all of said shares being of the par value of a25.oO each. 5. None of the shares already authorized are classified. 6. The number of snares issued and outstanding is 16,000. 7. The amount of the capital stock which the corporation is hereinafter to have is $160,000 and all the shares are to have a par value. 8. The total number of shares including those previously authorized, which the corpor- ation may henceforth have is 16,000 all of which are to be of the par value of E10.00 each and all of the same class. i 9. That all capital funds released by the reduction of capital stock shall be transferred tp surplus, reserved, and/or undivided profits without making any distribution or return thereof, in whole or in part, whether in cosh or otherwise, to the stockholders of the corpor- lation, so that all assets eliminated from the balance sheet of the corporation or carried to surplus and/or undivided profits, all assets charged off or written down, all assets to be charged off or written down, and all transfers to reserves made in connection with such reduction of capital stock shall remain the property of the corporation as prescribed by the supervisory authorities having jurisdiction in the premises and as the Board of Directors shall deem to be in the best interests of the corporation. IN WITNESS WHEREOF, we have made, subscribed, and acknowledged this certificate in ji • triplicate this 20th day of lay 1935. Robert H. Treman President of Ithaca Trust Company Charles E. Treman Jr. Secretary of Ithaca Trust Company STATE OF NEW YORK COUNTY 4F TOMPKINS s 0n the 20th day of May, 1935, before me personally came Robert H. Treman and Charles E. Treman Jr., to me known and known to me to be the 'resident and Secretary, respectively, of Ithaca Trust Company, and to be the persons described in and who executed the foregoing instrument, and they severally duly acknowledged to me that they executed the same. Sherman Peer, Notary Public. STATE OF NEW YORK COUNTY OF TOMPKINS s ROBERT H TREMAN and CHARLES E TRE41AN, JR., being severally duly sworn, depose and say and each for himself, deposes and says: That he, the said Robert H. Treman, is President of, and that he, the said Charles E. Treman, Jr., is the Secretary of, Ithaca Trust Company; that they have been authorized to execute and file the foregoing cast certificate by the votes/ in person or by proxy of the holders of record of two thirds of the outstanding shares of said Ithaca Trust Company entitled to vote thereon, and that such votes were cast at a stockholders? meeting held at 109 North Tioga Street, Ithaca, Tompkins County, New York, on the 25th day of April 1935, on notice pursuant to Section 45 of the Stock Corporation Law of the State of New York. Severally subscribed and sworn Robert H. 'Treman to before me, this 20th day of May 1935. Charles E. 'Treman Jr. Sherman Peer, Notary Public. STATE OF NEW YORK s ROBERT H. TREMAN AND ARTHUR B WELLAR being duly sworn, depose and COUNTY OF TOMPKINS say and each for himself deposes and says, that he, the said Robert H. Treman, is the President of Ithaca Trust Company, that he, the said Arthur B. Wella.r, is the Treasurer thereof; that the proposed reduction of capital will not reduce the actual value of the assets of the corporation to an amount less t-lan the total amount of the debts and liabilities of the corporation, plus the amount, as reduced, of its capital; that no distribution of assets will be made pursuant to such reduction. Robert H. Treman Sworn to before me, this Arthur B. Wellar 20th day of May, 1935. Sherman Peer, Notary Public (SEAL) STATE OF NEW YORK BANKING DEPARTMENT I, CHARLES H SCHOCH, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE of a reduction in the par value of shares of the ITHACA TRUST COMPANY, located at Ithaca, New York, from Twenty-five Dollars e ch to Ten Dollars each, and of a reduction in to One Hundred Sixty thousand (160,000� dollars capital from Four Hundred Thousand (400,000) Dollars/to consist of sixteen thousand (16,000) shares of the par value of Ten (10) Dollars each, as set forth in the foregoing certificate. WITNESS my hand and official seal at the City of Albany, this Twenty-eighth day of May in the year of our Lord one thousand nine hundred and thirty-five. SEAL Chas H. achoch, Deputy Superintendent of Banks. Filed & Recorded May 28, 1935 at 3:00 P.M. - &8jjWCLERK Certificate of Change of Name STATE OF NEW YORK INSURANCE DEPARTMENT of ALBANY. Tompkins County Co -Operative I, George S. VanSchaick, Superintendent of Insurance of Fire Insurance Company the State of New York, DO HEREBY CERTIFY that the TOMP- KINS COUNTY CO-OPERATIVE FIRE INSURANCE COMPANY, located in the City of Ithaca, N.Y., is an existing corporation organized under the provisions of Article IX of the Insurance Law; and I DO HEREBY FURTHER CERTIFY that said corporation has filed a certificate under t hepro- visions of Section 40 of the General Corporation Law to effect a change of name from its present title TO�u.PKINS COUNTY CO-OPERATIVE FIRE INSURANCE COMPANY, to that of TOMPKINS CO- OPERATIVE FIRE INSURANCE COMPANY, and approval is hereby given to such proposed change of corporate title under Section 40 of the General Corporation Law; and is • 0 • • • I DO HEREBY FURTHER CERTIFY that upon examination of the records of this Department I find that the proposed name TO.-0KINS CO-OPERATIVE FIRE INSURANCE COMPANY does not conflict with that of any corporation now doing business under the laws of this State as an insurance corporation, nor does it conflict with t_,at of any corporation reporting to the Banking Department of this State, or to the Secretary of State as appears from the communications on file in this Department received from the Superintendent of Banks and the Secretary of btate. IN WITNESS WHEREOF I have hereunto set my hand and affixed the official seal of this Department at the,City of Albany, New York, this 24th day of April, 1935. GBORGE S.VAN SCHAICK SEAL Superintendent of Insurance, By Thomas J. Cullen, Deputy Superintendent. Certificate of Change of Name of TO1PKINS COUNTY CO-OPERATIVE FIRE INSURANCE COMPANY Pursuant to Section 40 of the General Corporation Law. We, Ernest A. Miller and Alphonso B. Rust, respectively, President and Secretary of Tompkins County Co -Operative Fire Insurance Company, hereby certify: 1. The name of the corporation is Tompkins County Co-operative Fire Insurance company. 2. The certificate of incorporation was duly filed in the office of the Secretary of "ate as of the 7th day of April 1887 in pursuance of an order of the Supreme Court of the 'tate of New York made at a special term thereof held at the Court House in the Village of Owego, New York, commencing on the 12th days of December, 1907, which order was entitled "In the Mutter of Tompkins County Co-operative Fire Insurance Companytt. This order was dated Decem- ber 10, 1907 and duly entered ii'the office of the Tompkins County Clerk on the 16th day of December 1907. 3. The new name to be assumed is Tompkins Co-operative Fire Insurance Company. IN WITNESS WHEREOF we have made, subscribed and acknowledged this certificate in triplicate this 18th day of April, 1935. Ernest A. Diller President Alphonso B.Rust STATE OF NEW YORK s Secretary. COUNTY OF TOMPKIN On this 18th day of April, 1935, before me, the subscriber, personally appeared Ernest k. Miller and Alphonso B. Rust, to me known and known to -,r-e to be the persons named in and who executed the foregoing instrument, and they duly acknowledged to me that they executed the same. Robert E. Dickens, Notary Public. STATE OF NEW YORK ) COLINTY OF TOMPKINS }ss Ernest A. Miller and Alphonso B. Rust, being duly sworn, depose and say and each for himself deposes and says that he, -Lrnest A, Miller, is President of Tompkins County Co-operative Fire Insurance Company, and he, Alphonso B. Rust, is the 6ecre- tary thereof; that they were duly authorized to execute and file the foregoing certificate of change of name of aid corporation by a majority of the members present at the annual meeting of the Tompkins County Go -operative fire Insurance company held upon due notice, at No. 126 E. Seneca Street in the City of Ithaca, New York, on the 15th day of January, 1935 at 11 o'clock A. -al. Sworn to before me this 18th day of April, 1935. Robert E. Dickens, Notary rublic. Recorded July 11, 1935 at 4:4.0 P.M. Ernest ti. M.iller President Alphonso B. Rust Secretary. ---- ---- - ---- -- CLERK Certificate of Change of Name CERTIFICATE OF CHANGE OF NAME. to The First Methodist Episcopal Society of the Village of Ithaca - - - - - - - - - - - - - - - - -X Certificate of change of Name of "THE FIRST METHODIST EPISCOPAL bOCIETYi in the VILLAG' ITHACA", a re- ligious corporation, to, "FIRST METHODIST EPISCOPAL CHURCH OF ITHACA,New York". We, William J. Crawford and W. Rodney Cornell being respectively the President and Secretary of the First Aethodist Episcopal Society in the Village (now city) of Ithaca,CERTIFY: I. The name of the Corporation is "The First methodist Episcopal Society in the Village of Ithaca." II. The Certificate of incorporation was filed in the Office of the Clerk of theCounty of Tompkins, New York, on August 8th, 1818 in Book No.l of Miscellaneous Records at page 16, and on April 22nd, 1822 in Book No. 1 of Miscellaneous Records at page 64. III. The new name to be assumed by this corporation is "FIRST METHODIST EPISCOPAL CHURCH OF ITHACA,NEW YORK," IN WITNESS WHEREOF, We have made and subscribed this Certificate. William J. Crawford, President. N. Rodney Cornell Secretary. STATE OF NEW YORK COUNTY OF TOIAPKINS ss•' 'Xilliam J. Crawford and W. Rodney Cornell being duly sworn depose and say that he, William J. Crawford is the President of The First Methodist Episcopal Society in the Village of Ithaca, and he W. Rodney Cornell is the Secretary thereof; that they were duly authorized to execute and file the foregoing certificate of change of name of said religious corporation by a. majority vote of the members present in person at the annual called meeting of the members of said corporation; that the notice of said meeting was duly given and contained the resolution authorizing such change in name as prescribed by bection forty of .the General Corporation Law; that said annual meeting was held in the Church building of the said corporation at No. 404 North Aurora Street, in the City of Ithaca, New York on the 8th day of April 1936 at 8:30 olclock P. M. William J. Crawford W. Rodney Cornell Subscribed and sworn to before me this 15th day of April 1936. Clarence C. Squier,Notary Public Recorded April16th,1936 at 9:10 A.M. CLERK U 11 • Agreement of Merger : AGREEMENT OF MERGER BET4EEN THE between EQUITABLE TRUST COMPANY OF NEW YORK AND AMERICAN The Equitable Trust Company of New York EXPRESS, BANK AND TRUST COMPANY • and American Express Bank and Trust Company AGREIjAENT made and entered into this 25th day of November, 1931, by and between The Equitable Trust Company of New York, a New York corporation, having its principal office and and place of business at No. 11 Broad Street, Borough of Ma.nhattan,City,County and State of New York (hereinafter called the Equitable Company),party of the first part, and American • Express Bank and Trust Company, also a New York corporation, having its principal office and place of business at No. 65 Broadway, Borough of Manhattan, City,County and State of New York (hereinafter called the American Company), party of the second part. • • • • • WHEREAS the parties hereto are each duly organized under Article V of the Banking Law of the State of New York (said Banking Law being Chapter 369 of the Laws of 1914,as amended) and Sections 487 to 496 thereof authorize any two or more corporations organized under any one Article of said Chapter to merge one or more of such corporations into another one of them as therein provided; and WHEREAS the parties hereto desire that the American Company be merged into the Equitable Company pursuant to the provisions of said Sections of said Law and their respective Boards of Directors, in order to prescribe the terms and conditions of such merger and the mode of carrying it into effect, have, by vote of a majority of each, duly authorized this Agreement to be made: NOW.TH REFOREYTHIS AGRhEUENT WITAEbSETH that the parties hereto have agreed and pro- vided, and do hereby agree and provide, as follows: 1. The American Company, which has an authorized and outstanding capital stock of ten million dollars ($10,000,000) consisting of one hundred thousand (100,000) shares of the par value of one hundred dollars ($100) each, shall be merged into the Equitable Company and the name and the corporate title of the Equitable Company shall not be changed but shall con- tinue to be "The Equitable Trust Company of New York." 2. The present authorized capital stock of the Equitable Company, amounting to two million dollars ($2,000,000) consisting of eighty thousand (801000) shares of the par value of twenty-five dollars (25)each, all of xrhich has been issued and is outstanding, shall remain the same. 3. Each stockholder of the American Company, at or after twelve o1clock noon of the business day next succeeding the day when such merger becomes effective, shall surrender his certificate or certificates of stock, duly endorsed in blank, if so required, to the Equitable Company at its office, No. 11 Broad Street, in said Borough of Manhattan, and shall be entitled to receive from the Equitable Company one hundred and sixty dollars ($160) for each share of the capital stock of the American Company represented by the certificate or certificates so surrendered. 4. The principal office of the Equitable Company, after said merger becomes effective, shall remain at No. 11 Broad Street, in said Borough of Manhattan. 5. After such merger shall have been accomplished, trie following named persons shall constitute the Board of Directors of the Equitable Company for the remainder of the year 1931 and until their successors shall have been elected and shall qualify: Winthrop W. Aldrich, Gordon Auchincloss, Howard Bayne, Hugh Blair -Smith, Kenneth P. Budd, Henry E. Cooper, Bertram Cutler, Thomas M. Debevoise, Charles Hayden, Albert G. Milbank, Jeremiah Milbank Thomas I. Parkinson..' Lyman Rhoades, Reeve Schley, George E. Warren, and Henry Rogers Winthrop; provided that the number and qualifications of such persons shall be in accordance with the provisions of said Chapter 369 of the Laws of 1914 of the State of New York, as amended, relat- ing to the number and qualification of directors of a trust company and that said Board of (Directors shall, after qualifying, divide themselves into classes as provided in Section°208 of said Chapter 369. Said Board of Directors may adopt new by-laws for the Equitable Company. Htrectora-ma3L_adopt-new -by-lraw&-fer -the-Equltable-Gempany, 6. Upon said merger of the American Company into the Equitable Company becoming effective, all and singular the rights, privileges and franchises of the American Company and its right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing which would inure to :it if not merged as herein provided, shall be deemed fully and finally, and without any right of reversion, transferred to and vested in the Equitable Company without further act or deed, and the Equitable Company shall have and hold the same in its own right as fully as the same is now possessed or held by the American Company; and the rights, obligations and relations of the Americar. Company to any person, creditor, depositor, trustee or beneficiary of any trust, shall remain unimpaired, and the Equitable Company, shall, by said merger, succeed to all such relations, obligations, trusts and liabilities, and shall execute and perform all such trusts, in the samemanner as though it had itself assumed the relation or trust, or incurred the obligation or liability; and the liabilities and obligations of the American Company to creditors existing for any cause what- soever shall not be impaired by such merger; nor shall any obligation or liability of any stock -holder or shareholder in either the American Company or the Equitable Company be affected by such merger, but such obligations and liabilities shall continue as fully and to the same extent as existed before such merger. 7. This Agreement is made and entered into subject to its approval by the Super- intendent of Banks of the State of New York, and by the affirmative vote or ballot at meet- ings called for such purpose of the stockholders owning at least two-thirds in amount of the stock or shares of the Equitable Company and the American Company, respectively. IN WITNESS WHEREOF., the parties hereto, each being thereunto duly authorized by vote of a majority of all the members of its Board of Directors, have caused this Agreement to be executed in their respective names by their respective Presidents, or one of their respective Vice -Presidents, and their respective corporate seals to be hereunto affixed, duly attested by their respective Secretaries or one of their respective Assistant Secretaries, in duplicate, all as of the day and year first above written. (Corporate Seal) Attest:W.J.Eck,Secretary (Corporate Seal) Attest: E. J. Donahue,Secretary STATE OF NE-ii YORK ss. COUNTY OF N E ua YORK THE E�UI'1AB U TRUST COMPANY OF NEik YORK by Winthrop W. Aldrich,President AAERICAN EXPRESS BANK AND TRUST COMPANY, by Medley G. B. Whelpley, President On this 25th day of November, 1931, before me personally came Winthrop W. Aldrich, to me known, who, being by me duly sworn, did depose and say that he resides in Roslyn, County of Nassau, State of New York; that he is the President of The Equit- able Trust Company of New York, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of said corporation; that the seal bear- ing the name of said corporation affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto :y like order. (Notarial Seal) James E. Scully James E. Scully Notary Public, Bronx County Bronx County Clerk's No. 209 Bronx County Register's No. 3267 New York County Clerk's No. 338 New York County Register's No. 25375 My Commission expires lurch 30,1932 • U • 357 E • • • STATE OF NEWYORK ss.: On this 25th day of November, 1931, before me personally COUNTY OF NE°A' YORK, came Medley G. B. 71helpley, to me known, who, being by me duly sworn, did depose and say that he resides in Greenwich, County of Fairfield, State of Connecticut; that he is the President of American Express Bank and Trust Company, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of said corporation; that the =eal bearing the name of said corporation affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto by like order. James E. Scully James E. Scully Notary Public,Bronx County Bronx County Clerk's No. 209 (Notarial Seal) Bronx County Register's No. 3267 New York County Clerkts No. 338 New York County Register's No. 2S375 My Commission expires March 30, 1932 A TRUE COPY THE EQUITABLE TRUST COMPANY OF NE'ud YORK BY: J. J.M..Malon, Assistant Secretary STATE OF NEW YORK BANKING DEPARTMENT I. George A. Coleman, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY: That an Original Merger Agreement, bearing date November 25, 1931, made and entered into between the respective Boards of Directors of The Equitable Trust Company of New York and American Express Bank and Trust Company, together with Approval of such Agreement by the Superintendent of Banks of the State of New York, thereto annexed, and sworn copies of pro- ceedings of Special Meetings of the Stockholders of the American Express Bank and Trust Company and The Equitable Trust Company of New York, held on December 14, 1931, for the purpose of iI considering and acting upon said merger Agreement, were filed in the office of the Superin- tendent of Banks of the State of New York on December 19, 1931; I DO FURTHER CERTIFY that said Merger Agreement provides for the merger of American Express Bank and Trust Company into the Equitable Trust Company of New York, that the name of the continuing corporation shall be "The Equitable Trust Company of New York", and that said Merger has been recognized by this Department as valid and effective as of December 19, 1931, the date of such filing. WITNESS, my hand and official seal at the City of Albany, this fourth day of Jan- uary in the Year of our Lord one thousand nine hundred and thirty-two. Geo. A. Coleman Deputy Superintendent of Banks Recorded June 5, 1936 at 12:00 M. -Officersts Certificate of Consent : Officerst Certific .te of Consent of of Stockholders to Mortgage by Stockholders to Mortgage by Associated Real Associated Real Properties,Ine. on = Properties, Inc. on Premises at 704 South Plain Premises at 704 South Plain Street, Street, City of Ithaca, Tompkins County,New York. City of Ithaca,Tompkins County,New York Associated Real Properties, Inc., a corporation organized under the laws of the State of Delaware and authorized to do business within the State of New York, J. F. McKenna. its Vice President, and C. A. Dougherty its _ Secretary, DO HEREBY CERTIFY, under the seal of said corporation that the holders of more than two-thirds of the total number of shares of said Corporation outstanding entitled to vote thereon have consented in writing to the borrow- ink from the Ithaca Savings & Loan Association, of Ithaca, New York, of such sum as will make the loan from said Association four thousand dollars ($4,000.00) and the execution and de- livery by said Corporation of its bond for the repayment of said sum with interest and a mortgage to secure the same covering the premises known as 704 South Plain Street, City of Ithaca, Tompkins County, New York, and that said bond and mortgage may contain such terms of payment and clauses as the officers executing the same may deem proper. IN 4'ITNESS WHEREOF, said Corporation has hereunto caused its corporation seal to be affixed and its Vice -President and Secretary have hereunto subscribed their names this 16 day of July, 1936. (SEAL) J. F. McKenna,Vice President C. A. Dougherty,Secretary STATE OF NEW YORK: NEW YORK COUNTY: SS On this 16 day of July, 1936, before me, the subscriber personally appeared J. F. McKenna and C. A. Dougherty, to me known, who, being by me duly sworn, did severally depose and say that he resides in Staten Island, N. Y. and Paterson, N.J. respectively; that he is the Vice President and _Secretary respectively of the corporation described in and which executed the above instrument; that he knows the seal of said corpora- tion; that the seal affixed to said instrument :is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto I� by like order. R. J. Dean, Notary Public (SEAL) R. J. Dean,Notary•Public New York Co.Clkts No. 40,Regts No.8-D 55 Commission Expires March 30, 1938 STATE OF NEW YORK: NEW YORK COUNTY SS j J. F. McKenna and C. A. Dougherty being duly sworn, depose and say and each for himself deposes and says that he J. F. McKenna is the Vice president of Associated Real Properties, Inc., and he C. A. Dougherty is the _Secretary thereof; that he has read the foregoing certificate of consent of stockholders to mortgage, and knows the contents thereof and that the same is true to hi.�, own knowledge. Subscribed and sworn to before me this J. F. McKenna 16th day of July, 1936. R. J. Dean, Liotary Public (Seal) C• A. Dougherty R. J. Dean, Avotary Public New York Co.Clkts No. 40,Regts No. 8-D-55 Commission Expires March 30, 1938 STATE OF NEW YORK No. 22065 Series D COUNTY OF NEW YORK,) ss: I, Albert Marinelli, Clerk of the County of New York, and also Clerk of the Supreme Court, for the said County, the same being a Court of Record, having a seal, DO HEREBY CERTIFY, That R. J. Dean whose name is subscribed to the deposition or cer- tificate of the proof or acknowledgment of the annexed instrument, and thereon written, was, at the time of taking such deposition, or proof and acknowledgment, a Notary Public in and for such County, duly commissioned and sworn, and authorized by the lags of said State, to take depositions and to administer oaths to be used in any Court of said State and for general purposes; and also to take acknowledgments and proofs of deeds of conveyances for land, tene- ments or hereditaments in said State of New York. And further, that I am well acquainted with the handwriting of such Notary Public, and verily believe that the signature to said deposition or certificate of proof or acknowledgment is genuine. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of the said Court and County, the 17 day of July, 1936. Albert Marinelli,Clerk. Recorded July 22, 1936 at 10:05 A. M. • • '359 a� Barr Typewriter Corporation 'WE,THE UNDERSIGNED, being all the stockholders to of Barr Typewriter Corporation, a corporation organized Industrial Projects Corporation under the laws of the State of New York, owning and hold- - - - - - - - - - - - - - - - - -X ing the number of shares of capital stock of said corpora- tion set opposite our signatures hereto, do hereby consent to the execution and delivery by • said corporation to Industrial Projects Corporation, a New York corporation, of a chattel mortgage for ten thousand dollars, upon the personal property described in a certain chattel mortgage executed by Barr Typewriter Corporation to Industrial Projects Corporation and dated the 15th day of January, 1937, to secure payment of a promissory note of ten thousand dollars • of said Barr Typewriter Corporation to the order of Industrial Projects Corpora.tion,due and payable November 7th, 1937 (or thereafter as said mortgage by its terms provides), and that said note and mortgage be in such form and conditioned upon such terms, provisions, conditions, stipulations and agreements as shall be agreed upon by the proper officers of the said corpora tion executing the same and the Lender. Dated January 15th, 1937. Signature of stockholder No. of shares Harry W. Ferron 35 David Gross 12 George S. Bickuirt 3 Sworn to before me this 15th day of January,1937 Rose C. Friedman Rose C. Friedman,Notary Public Kings county Kings Co. Clks. No. 440 Reg. No. 7158 N.Y.Co. Clks. N o.367 Reg. No. 7F215 Bronx Co. Clks. No.14 Reg. No. 97F37 Commission expires March 30, 1937 No. 67384 Series D • STATE OF NEW YURK CUUNTY OF NEW YORK ass.: I, Albert Marinelli, clerk of the County of New York, and also Clerk of the Supreme Court in and for said county,DO HEREBY CERTIrY,That said Court is a Court of Record, having by law a seal; that Rose C. Friedman whose name is subscribed to the annexed certificate or proof of acknowledgment of the annexed instrument was at the time of taking the same a NUTARY PUBLIC acting in and for said county, duly commissioned and sworn, and qualified to act as such; that he has filed in the Clerkts Office of the County of New York a certified copy of his appointment and qualification as Notary Public for the County of Kings with his autograph signature; that as such Notary Public, he was duly authorized by the laws of the State Of New York to protest notes; to take and certify depositions; to administer oaths and affirma- tions; to take affidavits and certify the acknowledgment and proof of deeds and other written instruments for lands, tenements and hereditaments, to be read in evidence or recorded in this state; and further, that I am well acquainted with the handwriting of such Notary Public and 1�erily believe that his signature to such proof or acknowledgment is genuine. • IN TESTIMUNY WHEREUF, I have hereunto set my hand and affixed the seal of said Court at the City of New York, in the County of New York, this 25 day of Jan.1937. (SEAL) Albert karinelli, Clerk The undersigned, as president of Barr Typewriter Corporation, hereby certifies that the holders of more than two-thirds of the outstanding shares entitled to vote have consented • in writing to the execution of a chattel mortgage upon its goods and chattels, described in a certain chattel mortgage executed by Barr Typewriter Corporation to Industrial Projects Corpora- tion, a New York corporation, dated the 15th day of January, 1937. Dated January 15th, 1937 David Gross, President (SEAL) STATE OF NEW YORK ss.: David Gross being duly sworn deposes and says: That he is COUNTY OF NEW YORK g Y � P Y President of Barr Typewriter Corporation., a domestic corporation; that he has read the foregoing certification and knows the contents thereof; that the same is true to his own knowledge except as to the matters therein stated to be alleged on information and belief, and as to those matters he believes it to be true. • David Gross Sworn to before me this 15th day of January,1937 Rose C. Friedman Rose C. Friedman, Notary Public, Kings County Kings Co. Clks. No. 440 Reg. No. 7158, N.Y.Co. Clks. No. 367 Reg. No. 7F215,Bronx Co. C1ks.No.14 Reg.No.97F37 Commission expires March 30.. 1937 STATE OF NEW YORK )ss.: On this 15th day of January, 1937, before me personally came • COUNTY OF NEW YORK) II David Gross, to me known, who being duly sworn did depose and say that he resides in New York City that he is the president of parr Typewriter Corporation, the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Rose C. Friedman Rose C.Friedman,Notary Public Kings County Kings Co. Clks. No. 440 Reg. No.7158,N.Y.Co. Clks. No. 367 Reg. No. 7F215,bronx Co.C1ks.No.14 Reg.97F37 Commission expires March 30, 1937 Recorded January 27,1937 at 10:00 A. M. NEW YORK STATE ELECTRIC & GAS CORPORATION Certificate of New York State Electric & Gas New York State Electric & Gas Cor- Corporation to Merge Elmira Light,Heat and poration, pursuant to Section Eighty-five of • Power Corporation Pursuant to Section Eighty- the Stock Corporation Law, hereby certifies five of the Stock Corporation Law. as follows: - - - - - - - - - - - - - - - - - - - - - - - -X FIRST: New York State Electric & Gas Corporation is a domestic stock corporation duly organized and existing under the laws of the State of New York. Its certificate of incorporation was duly filed in the office of the Secretary of State on the 28th day of October,1852. The name under which it was originally incorporated was Ithaca Gas Light Company. SECOND: Elmira Light, Heat and Power Corporation is also a domestic corporation duly organized and existing under the laws of the State of New York; it is authorized to en- gage in business similar to the business which New York State Electric & Gas Corporation is authorized to engage in. Its certificate of incorporation was duly filed in the office of the Secretary of State on the 23rd day of May,1900. The name under which it was originally in- corporated was Elmira Water, Light,Company. THIRD: New York State Electric & Gas Corporation owns all of the stock of said • Elmira Light,Heat and Power Corporation. FOURTH: At a regularly called meeting of the board of directors of New York State Electric & Gas Corporation duly held on the 23rd day of December,1936, a quorum being present, the following preambles and resolutions were duly adopted, towit: • WHEREAS, this corporation, New York State Electric & Gas Corporation, a corporation of the State of New York, now owns all of the stock of the Elmira Light,Heat and Power Corpora- tion, a corporation of the State of New York authorized to engage in business similar to the IIII i v61 • • • • business which this corporation is authorized to engage in; and WHEREASY it is deemea advisable that this corporation merge said Elmira Light,heat and Power Corporation in order that all of the estate, property, rights, privileges and franchises of said corporation shall vest in and be possessed by this corporation;therefore, RESOLVED, that this corporation merge Elmira Light,heat and Power Corporation, and assume all of its obligations; and FURTHER RESOLVED that the President, or Vice President, and the Secretary or Treasur- er, of this corporation be and they hereby are authorized and directed to make and execute in the name of this corporation and under its corporate seal, a certificate of ownership of all of the stock of said Elmira Light,heat and Power Corporation, and of the adoption of these resolutions and the date of the adoption hereof, and to file such certificate in the office of the Secretary of State of the State of New York, and to do all other acts and things that may be necessary to carry out and effectuate the purpose of these resolutions. IN WITNESS WHEREOF, this certificate is by said New York State Electric & Gas Corpora- �Ition under its corporate seal made and signed by its Vice President and its Secretary this 23rd day of December,1936. ( SEAL) NEW YORK STATE ELECTRIC & GAS CORPORATION By E. T. Edmonds, Vice President By J. F. "kcKenna, Secretary STATE OF NEW YORK : : ss: On this 23rd day of December, 1936, before me personally came COUNTY OF NEVq YORK: E. T. Edmonds and J. F. McKenna, to me known, who, being by me duly sworn, each for himself did depose and say that he E. T. Edmonds resides in City, County and State of Nell, York, and is Vice -President of New York State Electric & Gas Corporation, the corporation described in and which executed the foregoing instrument; that he, said J. F. McKenna resides in Staten Island, New York, N.Y. and is the Secretary of said corporation; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that they signed their names thereto by like order. STATE OF NEW YORK DEPARTMENT OF PUBLIC SERVICE STATE DIVISION CASE NO.8906 IN THE ,MATTER -of the - R. J. Dean, Notary Public (SEAL) R. J. Dean, Notary Public,New York Co.Clk's No.40, Regis. No. 8-D-55,Commission Expires March 30,1938 Petition of New York State Electric & Gas F Corporation for authority to merge Elmira Light,heat and Power Corporation Albany, December 29, 1936 The Public Service Commission (State Division, Department of Public Service) hereby approves this merger by New York State Electric & Gas Corporation of Elmira Light,heat and Power Corporation, which merger is evidenced by this certificate of merger executed by New York State Electric & Gas Corporation December 23, 1936, - in accordance with the order of said Public Service Commission of December 9, 1936 in Cases Nos. 8561 and 8906. By the Commission, (SEAL) Francis E. Roberts,Secretary STATE OF NEW YORK 1215 DEPARTMENT OF STATE�ss.: I Certify That I have compared the preceding copy with the original Certificate of Merger of Elmira Light, Heat and Power Corporation with New York State Electric & Gas Corporation, filed in this department on the 29th day of December,1936,and that 362 such copy is a correct transcript therefrom and of the whole of such original. WITNESS my hand and the official seal of the Department of State at the City of Albany, this fifth day of February, one thousand nine hundred and thirty-seven. (SEAL) Recorded February 16, 1937 at 9:35 A.M. CERTIFICATE FOR CONSENT TO 1URTGAGE BY THE COffldELL TAYLUh FARMS INC. : - - - - - - - - - - - - - - X Frank S. Sharp, Deputy Secretary of State CERTIFICATE THAT STOCKHOLDERS OF C011POLIATION ENTITLEL TO VOTE ON MORTGAGING PROPERTY AND FRANCHISES HAVE CONoEiIED IN Y'uRITING TO h1URT6AGE. (Pursuant to uection 16 Stock Corporation Law of 1923) We, the undersigned Eunice C. Taylor and Franklin C. Cornell certify pursuant to Section 16 of the Stock Corporation Law: 1. That said Franklin C. Cornell is the President (or Vice -President) of the Cornell - Taylor Farms'Inc., and the said E. F. Cornell is the Secretary (or Assistant Secretary)thereof. 2. The total number of shb.res issued and outstanding entitled to vote on a proposition to mortgage the property and franchises of the corporation is 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the corporate property and franchises, to wit: the holders of _ shares, have duly consented in writing to the mortgaging of all the real and personal property of the corporation of whatever kind and nature for the purpose of securing the repayment of the principal and interest of a loan to said corporation by the Production Credit Association of New York, together with any other indebtedness arising there- from. 4. The following is a true copy of such consent: CUNSENT OF STOCKHULDERS IN u`dRITING TO IAURTGAGE PROPERTY AND FRANCHISES (Pursuant to Section 16 Stock Corporation Law of 1923) Vie, the undersigned stockholder_ of the Cornell -Taylor Farms Inc. of Ithaca New York,each owning the number of shares set opposite his signature hereto and owning collectively two- thirds of the shares outstanding entitled to vote thereon, consent that said corporation borrow such sum or sums of money from the Ithaca Production Credit Association of Ithaca, NY New York; not to exceed in the aggregate the amount of Five Thousand and no/100 Dollars ($5000.00) as in the judgment of its Board of Directors may be necessary for the transaction of its business and issue its promissory note or notes for the amount so borrowed, and we do further consent that said corporation shall mortgage and/or pledge to the Ithaca Production Credit Association to such an extent and at such time or times as the Association shall require, any and all prop- erty of the corporation, whether real or personal, now owned or hereafter acquired,to secure the payment of the said note or notes and any renewal or renewals and extensions thereof with interest and any other indebtedness of the corporation to the Ithaca Production Credit Associa- tion arising out of said notes and/or mortgage. Dated May 20th, 1937. Signatures Eunice Cornell Taylor Franklin C. Cornell STATE OF NEW YURK COUNTY OF SS. Number of Shares 50 50 Un this 2Uth day of may 1937, before me personally came Eunice Cornell Taylor & Franklin C. Uornell to me known tc be the persons described in and who • • LJ E U E 3G3 executed the foregoing consent to mortgage and they thereupon severally duly acknowledged to 0 • • • • me that they executed the same. Norman G.Stagg,Notary Public,County of Tompkins STATE OF NEW YURK) COUNTY OF SS. E. F. Cornell being duly sworn, deposes and says that he re- sides at Hanshaw Road, in the City of Ithaca, County oTompkins; that he is the Secretary of the Cornell Taylor Farms and has the custody of its stock book; that he has compared the signatures to the foregoing consent to mortgage the property of said corporation and the number of shares set opposite each such signature with the entires of said stock book;that the figures appearing opposite each signature truly represent the number of shares standing the name of the signer on said book and that the persons virho have signed such consent together constitute the holders of record of two-thirds or more of shares of said corporation entitled to vote thereon. E. F. Cornell, Sec. Sworn to before me this 20th day of luay, 1937. Norman G. Stagg,Notary Public County of Tompkins IN v ITNESS WHEREOF we have made and subscribed this certificate this 20th day of May, 1937. E. F. Cornell, Sec. F. C. Cornell, Pres. Secretary or Assistant Secretary President or Vice -President STATE OF NEW YURK COUNTY OF SS. On the 20th day of May, 1937, personally came E. F. Cornell and F. C. Cornell to me known to be the persons described in and who executed the foregoing instrument, and they thereupon severalty duly acknowledged to me that they executed the same. Norman G. Stagg,Notary Public,County of Tompkins STr.TE OF NEW YORK COUNTY OF SS. F. C. Cornell and E. r'. Cornell being duly sworn depose and say, and each for himself deposes and says that he F. C. Cornell is the President of Cornell - Taylor Farms, Inc. and he, F. F. Cornell, is the Secretary thereof; that he has read the fore- going certificate of consent of stockholders to mortgage and knows the contents thereof and that the same is true to his own knowledge. F. C. Cornell, Pres. Subscribed and sworn to before me this E. F. Cornell 20th day of May, 1937. Norman G. Stagg,Notary Public,County of Tompkins CONSENT OF STOCKHULDERS IN iNR1TING TO 9URTGAGE PROPERTY AND FRANCHISES (pursuant to Section 16 Stock Corporation Law of 1923) inie, the undersigned stockholders of the Cornell Taylor Farms, Inc. of Ithaca, New York, each owning the number of shares set opposite his signature hereto and owning collectively two- thirds of the shares outstanding entitled to vote thereon, consent that said corporation borrow such sum or sums of money from the Ithaca Production Credit Association of New York,not to exceed in the aggregate the amount of Dollars ($2300.) as in the Judgment of its Board of Directors may be necessary for the transaction of its business and issue its promissory note or notes for the amount so borrowed, and we do further consent that said corporation sh?11 mortgage and/or pledge to the Production Credit Association to such an extent and at such time or times as the Association shall require, any and all property of the corporation,whether real or personal, now owned or hereafter acquired,to secure the payment of the said note or notes and any renewal or renewals and extensions thereof with interest and any other indebted- ness of the corporation to the Ithaca Production Credit Association arising out of said notes and/or mortgage. Dated Signatures Eunice Cornell Taylor Franklin C. Uornell Number of Shares 50 50 364 STATE OF NEW YORK) COU14TY OF } SS. On this 20th day of May,1937, before me personally came Eunice Cornell Taylor and Franklin Cornell to me kno,F:n to be the persons described in and who exe- cuted the foregoing consent to mortgage and they thereupon severally duly ac?Knowle.dged to me that they executed the same. Norman G. Stagg, Notary Public,County of Tompkins STATE Ui,' NEW YORK COUNTY OE � SS. E. F. Cornell, being duly sworn, deposes and says that he re- sides at Hanshaw Road, in the City of Ithaca, County of Tompkins, that he is the Secretary of the Cornell -Taylor Farms, Inc. and has the custody of its stock book; that he has compared the signatures to the foregoing consent to mortgage the property of said corporation and the number of shares set opposite each such signature with the entries on said stock book; • that the figures appearing opposite each signature truly represent the number of shares standing in the name of the signer on said book and that the persons who have signed such consent together constitute the holders of record o-' tao-thirds or more of shares of said corporation entitled to vote thereon. E.F.Cornell, Sec. Sworn to before me this 20th day of May,1937. Norman G.Stagg.N otary Public County of Tompkins Recorded July 10,1937 at 10:15 A. M. Certified Copy Certificate of Incorporation of Certificate of Incorporation of the S.Alfr.ed Seely Company Certificate of Incorporation We, the undersigned desiring to form a corporation of under the laws of the State of New York,pursuant to the The S. Alfred Seel Company provisions of h Business C La-gT • y p y p o theCorporation a, all of us -- - - - - - - - - - - - - - - -X being of full age, and all of us being citizens of the United States, and all of us being residents of the State of New York, do hereby certify: 1. The name of the proposed corporation is, ttThe S. Alfred Seely Company". 2. The objects and purposes for which, and for any of which, this corporation is formed are, to do any and all things herein set forth to the same extent as natural persons might or could do, viz: To manufacture lumber, flour, feed, and any and all kinds of personal property and mer- chandise. To buy, sell, job and deal in any and all kinds of personal property and merchan- dise. To enter into, make perform and carry out contracts of every kind and for any lawful purpose pertaining to the business herein set forth; to buy, sell, convey, own and hold real estate and personal property of every kind and nature, and to do and perform any and all such things necessary to carry out and properly conduct the business in :-hich it may at any time be engaged and carrying on. • 3. The amount of its capital stock is one Hundred Thousand Dollars (4100,000.00). 4. The number of shares of which the capital stock shall consist is One Thousand, (1000), of the par value of One Hundred Dollars ($100.00) each, and the amount of capital with which the corporation will begin business if Fifty 'Thousand Dollars (450,000) . spencer, . 5. The location of its principal business office is to be in the Village of County of Tioga and State of New York. 6. Its duration is to be perpetual. 7. The number of its directors is to be five (5). 8. The names and post office addresses of the Directors .for the first year, or until its first annual meeting, are as follows: '7N M Names, Mary E. Seely Grace A. Seely Charles A. Seely Hart I. Seely • J. S. Dresser • • • Post Office Addresses, Spencer, New York, Spencer, New York, Spencer, New York Spencer, New York Spencer, New York 9. The post Office Ad_resses of the subscribers to this certificate, and the number of shares of stock which each subscriber agrees to take are as follows: - Names of Subscribers Mary E. Seely Grace A. Seely Charles A. Seely Hart I. Seely Jacob S. Dresser Post -Office Ad resses Spencer,Tioga Co., N. 1. Spencer,Tioga Go., N. Y. Spencer,Tioga Co., N. Y. Spencer,Tioga Co., N. Y. Spencer,Tioga Co., N. 1. No. of shares subscribed. 125 123 125 125 2 10. Pursuant to section 52 of the Stock Corporation Law, this corporation shall have power to purchase, acquire, hold, and dispose of the stocks, bonds and other evidences of in- debtedness of any corporation, domestic, or foreign, and issue in exchange therefor its stock, bonds or other obligations. In 4itness Whereof, we have made signed and acknowledged this certificate this 9th day of Sept.1912. Mary E. Seely Grace A. Seely Charles A. Seely Hart I. Seely J. S. Dresser State of New York, County of Tioga.: SS On this 9th day of September, 1912, before me, the subscriber, personally appeared Mary E. Seely, Grace A..Seely, Charles A. Seely,Hart I. Seely, and J. S. Dresser, to me known and known to me to be the individuals described in and who executed the foregoing certificate of incorporation, and they severally acknowledged to me that they executed the same. (Endorsed) Cornelius 0. Seabring, Notary Public. CERTIFICATE Ur' INCORPORATION UP' THE S.ALP'RLL SEELY COMPANY Tax for orivilege of organization of this Corporation. $50- Under Section 180, Chapter 62, Laws of 1909, As Amended. Paid to State Treasurer before Filing. 'tate of New York, Office of Secretary of State, Filed and Recorded Sep 11 1912 Edward Lazansky -- Secretary of State. State of New York, Office of the Secretary of State: ss.; I have compared the preceding 1622 B with the original Certificate of Incorporation of "'The S. Alfred Seely Company". filed ,and recorded in this office on the llth day of September 1912, and do Hereby Certify the same to be a correct transcript therefrom and of the whole of said original. Witness my hand and the seal of office of the Secretary of State, at the City of Albany,. this second day of May one thousand nine hundred and thirteen. (Seal of Sec. of State) Jose E. Pdgeon,Second Deputy Secretary of State. Recorded May 6th 1913, at 8 o'clock A. M. S.E.Richardson, Dep. Clerk. (Recorded in Book 2 of Record of Incorporations, at Page 326) 065 366 11 STATE OF NEW YORK TIUGA COUNTY CLERKIS UFi'ICE SS. I, Frank Beck, Clerk of said County and also Clerk of the County and Supreme Courts held therein, which are Courts of Record, do hereby certify that I have compared the foregoing copy of Certified Copy of Certificate of Incorporation of The S. Alfred Seely Company with the original record thereof entered in said office May 6, 1913 and now remaining of entry therein, and find it to be a correct transcript therefrom and of the whole thereof. • In witness whereof, I have hereunto subscribed my name and affixed my official seal at Owego, this 14th day of September, 1936. (SEAL) Frank Beck, Clerk Recorded August 3, 1937 at 11:50 A. M. -°L_�f CLERK _ • Consent to Sell At a Special meeting of the Directors of the S. Alfred by : Seely Co., Inc. of Spencer, Tioga county, New York, held on The S.Alfred Seely Co.,Inc. the 26th day of August, 1936 the following resolution was - - - - - - - - - - - - - - -X passed: RESOLVED; The The S. Alfred Seely Co., Inc., sell and convey to The United States of America, the property located in "Mdichi�an Hollow", Town of Danby, County of Tompkins, and State of New York, same consisting of about fifty-three Acres (53)and known as the "Beers Lot". This is the same property as was optioned to the United States of America on December 20th, 1934. Further RESOLVED; That the President of the S. Alfred Seely Co., Inc., is hereby author- ized to execute the Deed conveying said property. I have compared the foregoing resolution with the original, and certify that it is a true and correct copy thereof. A. A. Seely, Secretary (SEAL) Recorded August 4, 1937 at 10:25 A. Vi. claRK — Consent to Sell = Spencer,N.Y. Sept.14th 1937 by Minutes of a meeting of the Board of Directors of the Farmers & Merchants Farmers & Merchants Bank of Spencer N.Y. held at Spencer N.Y. on Bank of Spencer,N.Y. - - - - - - - - - - - X August 31st, 1937. t1HE6OLVED that the Farmers & Merchants Bank of Spencer N.Y. by its proper Officer, execute and deliver to United States of America good and sufficient Waranty Deed covering real estate consisting of farm and lands heretofore contracted to the United States Government, upon receipt by the Farmers & Merchants Bank, the sum of One Thoudand Dollars, $1,000.) and i that C. J. Tompkins, Cashier of said Bank, be and hereby is authorized to execute said Deed in the name of said Bank". This is to certify that the foregoing resolution is correct abstract of the proceedings • had at such meeting on said 31st day of August 1937. M. L. Fisher, President Dated Sept. 14th 1937. (SEAL) Performing duties; as Secretary Recorded Sept. 14, 1937 at 3:11 P.M. C1EEK Cornell -Taylor Farms, Inc. Certificate that stockholders of Cornell -Taylor Farms, CERTIFICATE OF CONSENT OF Inc., have consented in writing to mortgage pursuant to STUCKHuLDERS TO MORTGAGE Section 16 of the Stock Corporation Law. We, the undersigned, Franklin C. Cornell, III, and Emily .367 • • M • • C7 Cornell, certify, pursuant to Section 16 of the Stock �-orporation Law: 1. The said Franklin G. Cornell, III, is President of the Cornell -Taylor Earms, Inc., and the said Emily Cornell is the Secretary thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition II to mortgage the property of the corporation is 100. 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the corporate property, to wit, the holders of 100 shares, have duly consented, in writing, to the mortgaging to the Ithaca Savings Bank of the real property of the corporation for the purpose of securing the payment of, and interest on a bond to be issued by said corporation to the Ithaca Savings Bank in an aggegate amount not to exceed $1750.00. i IN �IITNESS WHEREOF we have made and subscribed this certificate, this 29th day of Sept- ember,1937. Franklin C. Cornell III, President STtiTE OF NE'r'ti YORK : Emily F. Cornell, Secretary SS. COUNTY OF TOWIPKINS: On the 29th day of September, 1937, before me personally came Franklin C. Cornell, III, and Emil; Cornell, to me known to be the persons described in and who executed the foregoing instrument, and they thereupon severally duly acknowledged to me that they executed the same. Norman G. Stagg, Notary Public STATE OF NEW YORK : vcc v. COUNTY OF TOMPKINS: Franklin C. Cornell, III, and Emily Oornell, being duly sworn, depose and say, and each for himself deposes and says, that he, Franklin C.Cornell,III, is the president of Cornell -Taylor Farms, Inc., and she, Emily Cornell, is the secretary thereof; that each for himself has read the foregoing certificate of consent of stockholders to mortgage, and knows the contents thereof, and that the same is true to their own knowledge. Subscribed and sworn to before me this 29th day of September, 1937. Norman G. Stagg, Notary Public Recorded October 22, 1937 at 10:06 A. M. Q Franklin C. Cornell, III Emily F. Cornell, Sambeta Realty Corporation THIS IS TO CEHTIFY that the holders of not less to than two-thirds of the number of shares of the out - Sigma Alpha Diu Endowment Fund,Inc. standing capital stock entitled to vote thereon of - - - - - - - - - - - - - - - - - -X Sambeta Realty Corporation,a corporation organized and doing business under the laws o:' the State of New York, having its principal place of busin- ess 11 West 42nd Street, New York City, N.Y., have given their consent to the mortgage made and executed by Sambeta Realty Corporation, to Sigma Alpha Mu Endowment r'und, Inc., bearing date the 17th day of January,Nineteen hundred and thirty-eight to secure Five Thousand ($5,000.00) Dollars, and interest, and covering the following described premises situate in the Village of Cayuga Heights, County of Tompkins and State of New York,being bounded and described as follows, to wit: BEGINNING at an old iron pipe set in the west line of Highland Road at a distance of 361.8 feet measured northerly along said west line of Highland Road from the old stone monument that marks the northwesterly corner of Wycokoff Road and Highland Road, said pipe being further described as 4.2 feet west of the west line of the concret_ sidewalk and 125.7 feet southerly along the west line of Highland Road from another old stone .), " _J `° monument; running thence westerly along a northerly boundary lands of James F. and Amelia P. Mason, being the northerly boundary of a 25 ft.strip of land conveyed to said Masons by Helen Brock Smith by deed dated October 3,1931, and recorded in the Tompkins County Clerk's Office in Liber 227 of Deeds at page 18,for a distance of 154.2 feet to an old iron pipe set at the northwesterly corner of said 25 ft. strip of land; thence northerly along the easterly bound- ary of other lands of said James F. Mason and wife for a distance of 90.4 feet to an old iron pipe; thence westerly along the northerly boundary of said other lands of James F.Mason and wife for a distance of 159 feet to an iron pipe set in the east line of Lot 141 and lands of John P. Wood, said pine being located 113.2 feet northerly along said east line of John P. Wood from an old stone monument; thence northerly along the east line of Lot 141, being the east line first of John P. Wood and then of George Young,Jr. and Helen B. Young, for a distance of 203.8 feet to the center of a 36tt elm tree standing on the north bank of a small brook; thence easterly, following approximately along the center of the brook for a distance of 45 feet to an iron pipe set in the south edge of said brook; thence northerly for a distance of 60 feet to an old stone monument; thence westerly for a distance of 88 feet to an old iron pipe; thence northwesterly for a distance of 20 feet to an old stone monument set at the southwest corner of a 20 ft. driveway leading westerly from Highland Road and 3 feet south of a flagstone walk, said last four mentioned courses all following the boundary lines of premises owned by Pi Epsilon Pi, ",psilon Chapter; thence easterly along the southerly line of said 20 ft. driveway (owned by Pi Epsilon Pi) following in general one foot south of the flagstone walk as it bends and curves for a distance of 392 feet to an iron pipe set in the west line of Highland Road at the southeast corner of said driveway; thence southerly along the curving west line of Highland Road for a distance of 369.7 feet to the place of beginning, the above description representing actual measurements made on December 7th,1937,in conformity with the long established lines of occupation and old monuments. TUGETRhR with the benefit of certain restrictions on the Mason property lying to the south and southwest of these premises, the same as established in the before -mentioned deed from Helen Brock Smith to the lasons (Liber 227,page 18) and to which reference is hereby made for detailed description. And we do FURTHER CERTIFY that such consent was given by such stockholders in writing, in accordance with the provisions of Chapter 787, Section 16, of the Laws of 1923 of the State of New York. IN W11NE66 6AEREUF'Jwe,, the President and Secretary, respectively,of the within named corporation have hereunto subscribed our names this 17th day of January,1938. Benjamin Schwartz (SEAL) President Max Shindler, Secretary STATE uF' NE4r YORK } COUNTY OF TOMPKINS) SS.: On this 17th day of January,Nineteen hundred and thirty-eight, before me personally came Benjamin Schwartz and Max Shindler to me known and known to me to be the persons described in, and who made and signed the foregoing certificate,and they severally duly acknowledged to me that they made,signed, and executed the same. STATE OF NE" YURK Alice L. Hunt, Notary Public COUNTY OF TOMPKINS� SS.: Benjamin Schwartz and Max Shindler being severally sworn, each for himself, deposes and says that he the said Benjamin Schwartz is President and he the saidi Max Shindler is Secretary of the Sambeta Realty Corporation that they have read the foregoing, certificate and know the contents thereof,and that the same is true of their own knowledge. li Severally sworn to before me this 17th day of january,1938. - Benjamin Schwartz Alice L. Hunt, Notary Public Max Shindler I Recorded January 17,1938 at 12:05 P.M. CLERK • El • IN 8n N'y 369 0 • • Consent to Mortgage CONSENT OF STOCKHOLDERS IH ViRITING TO FORTGAGE Cornell -Taylor Farms,Inc. PROPERTY fTND FRANCHISES.(pursuant to Section 16 to Stock Corporation Law of 1923). Ithaca Production Credit Assn. Vie, the undersigned stockholders of the Cornell- -X Taylor Farms,Inc., of Ithaca, New York,New York, each owning the number of shares set op- posite his signature hereto and owning collectively two-thirds of the shares outstanding entitled to vote thereon, consent that said corporation borrow such sum or :.-lams of money from the Ithaca Production Credit Association of Ithaca, New York, not to exceed in the aggregate the amount of Forty-nine Hundred and no/100 Dollars (41900.00), as in the judgment of its Board of Directors may be necessary for the transaction of its business and issue its promissory note or notes for the amount so borrowed, and we do further consent that said corporation shall mortgage and/or pledge to the Ithaca iroduction Credit association to such an extent and at such time or times as the Association shall require, any and all pro- perty of the corporation, whether real or personal, now owned or hercafter acquired, to se- cure the payment of the said note or notes and any renewal or renewals and extensions thereof with interest and any other 7ndebted_iess of the corporation to the Ithaca production I-redit Association arising out of said notes and/or mortgage. Dated Signatures dumber of :hares Franklin C.Corne11,3rd 50 Eunice Cornell Taylor 50 STATE OF NEW YORK COUNTY OF __._ ss On this 17th day of Feb.1938, before me personally came Franklin C.Cornell,3rd, and Eunice Cornell Taylor to me known to be the persons described in and ,ho executed the foregoing consent to mortgage and they thereupon severally duly acknowledged to me that they executed the same. Norman G.Stagg,Notary Public County of Tompkins STATE OF NEW YORK } COUNTY OF ss E. F. Cornell, being duly sworn, deposes and says that he re- sides at Hanshaw Rd. in the Town of Ithaca, County of Tompkins; that he is the Secretary of the Cornell -Taylor Fc.rms,Irc. and has the custody of its stock book;that he has compared the signatures to the foregoing c nsent to mortgage the property of said corporation ana the number of shares set opposite each such signature with the entires on said stock book; that the figures appearing opposite eac: signature truly represent the number of snares standing in thehame of the signer on said book and that the persons who have signed such consent together constitute the holders of record of tiro -thirds or more of shares -f said corporation entitled to vote thereon. Sworn to before me this 17th day of Feb.,193�8. Norman G.Stagg,Notary Public County of Tompkins Recorded March 14, 1938 at 3:58 P.u. Filed Consent to Mortgage Cornell -Taylor Farms, Inc. to F_.F.Cornell CERTIFICATE THAT STOCKHOLDERS OF CORPORATION ENTITLED TO VOTE ON 1ORTGAGING PROPERTY AND FRANCHISES HAVE CONSENTED IN VtRITING TO MORTGAGE. Ithaca Production Credit Assn. (Pursuant to Section 16 Stock Corporation Law of 1923) We, the undersigned Eunice C. Taylor and Franklin C. Cornell certify pursuant to Section 16 of the Stock Corporation Law: 1. The said Franklin C. Cornell is the President (or Vice -President) of the Cornell -Taylor Farms, Inc. and the said E. F. Cornell is the Secretary (or Assistant Secretary) thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition to mortgage the property and franchises of the corporation is 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the corporate property and franchises to wit: the holders of 100 shares, have duly consented in writing to the mortgaging of all the real and personal property of the corporation of whatever kind and nature for the purpose of securing the repayment of the principal and interest of a loan to said corporation by the Ithaca Production Credit Association of Ithaca New York, together with any other indebtedness arising therefrom. 4. The following is a true copy of such consent: CONSENT OF STOCKHOLDERS IN WRITING TO MORTGAGE PROPERTY AND FRANCHISES. (Pursuant to Section 16 Stock Corporation Law 1923) We, the undersigned stockholders of the Cornell -Taylor Farms, Inc. of Ithaca, New York, B each owning the number of shares set opposite his signature hereto and owning collectively two-thirds of the shares outstanding entitled to vote thereon, consent that said corporation borrow such sum or sums of money from the Ithaca Production Credit Association of Ithaca, New York, not to exceed in the aggregate the amount of Five Thousand and no/100 Dollars ($5000.00) as in the judgment of its Board of Directors may be necessary for the transaction of the business and issue its promissory note or notes for the amount so borrowed, and we do further consent that said corporation shall rortgage and/or pledge to the Ithaca Production Credit Association to such an extent and at such time or times as the Association shall re- quire, any and all property of the corporation, whether real or personal, now owned or hereafter acquired to secure the payment of the said note or notes and any renewal or re- newals and extensions thereof, with interest and any other indebtedness of the corporation to the Ithaca Production Credit Association arising out of said notes and/or mortgage. Dated May 27, 1938. Signatures Eunice Cornell Taylor Number of Shares 50 Franklin C. Cornell 50 STATE OF NEW, YORK COUNTY OF T01PKINS is On this twenty-third day of May 1938, before me personally came Eunice Cornell -Taylor and Franklin C. Cornell to me known tc, be the persons described in and who executed the foregoing consent to mortgage and they thereupon severally duly acknowledged to me that they executed the same. Norman G. Stagg, Notary Public County of STATE OF NE14 YORK COUNTY OF TOMPKINS is E. F. Cornell being duly sworn, deposes and says that she resides at No. Renshaw Road Street, in the City of Ithaca, County of Tompkins; that she is the Secretary of the Cornell -Taylor Farms, Inc., and has the custody of its stock book; that she has compared the signatures to the foregoing consent to mortgage the property of said corporation and the number of shares set opposite each such signature with the entries of said stock book; that the figures appearing opposite each signature truly represent the number of shares standing in the name of the signer on said book and that the persons who have signed such consent together constitute the holders of record of two-thirds or more of shares of said corporation entitled to vote thereon. E. F. Cornell, Sec. Treas Sworn to before me this twenty-third day of May 1936. Norman G. Stagg, Notary Public County of Tomp. U • • U �-1 IN ViITNESS WHEREOF we have made and subscribed this certificate this twenty-third day • of May 1938. Emily F. Cornell F.C. Cornell, Pres Secretary or Assistant Secretary President or Vice -President. STATE OF NEW YORK COUNTY OF T01PKINS s On this twenty-third day of May 1938, personally came Emily F. Cornell and F. C. Cornell to me known to be the persons described in and who executed the fore- going instrument, and they thereupon severally duly acknowledged to me that they executed the same. Norman G. Stagg, Notary Public County of Tomp. STATE OF NEVYORK Emily F. Cornell and F. C. Cornell being duly sworn depose and COUNTY OF TOILPRI148 �s • say, and each for himself deposes and says that he F.C. Cornell is the President of Cornell - Taylor Farms Inc. and she Emily F. Cornell is the Secretary thereof; that he has read the !foregoing certificate of consent of stockholders to .mortgage and knows the contents thereof I� band that the sa-ie is true to his oven knowledge. F. C. Cornell, Pres E. F. Cornell, Sec Treas. Subscribed and sworn to before me this day of Twenty-third day of May 1938. Norman G. Stagg, Notary Public County of Tomp. Filed and recorded May 24, 1938 at 9:33 A.M. - e-401R*�zualCLERK In the Matter CERTIFIED COPY OF RESOLUTION of I, Clifford A. Allanson Secretary of Rothschild • Leon D. Rothschild, Inc. Brothers, Inc., a corporation organized under the laws of -- - - - - - - - - - - - - - - - X the State of New York, DO HEREBY_ CERTIFY that at a meeting of the Board of Directors of said corporation, duly called, held at 155 East State Street, Ithaca, New York, on the 1st day of September, 1925, at which time a quorum was present, the following resolution was unanimously adopted: RESOLVED: That Rothschild Brothers purchase by assignment a certain land contract execu- ted by the Ithaca Trust Co. as Trustee under the last Will and Testament of Louisa J. Sprague, dead., owner of the first part and Jacob Rothschild, Daniel Rothschild, and Leon D. Rothschild purchasers of the second part dated July,15, 1925 and to pay therefor $1. and other valuable consideration and to assume the terms of said contract. The chairman further announced that he had had a conversation with an officer of the Ithaca Trust Co. and agreed upon the following terms for the payment of said purchase, namely: Roths- child Brothers are to pay $25,000. initial payment to said Trustee. The Trustee is then to re- turn the first payment made under the contract by Leon D. Rothschild of $1,000. returning the • same to said Leon D. Rothschild. Said Trustee will thereupon or as soon thereafter as the necessary papers, survey, etc., can be prepared, execute and deliver to the said Rothschild Brothers, a Trustee's deed of said property ana at the same time take back a purchase -money mortgage for the sum of $75,000. said mortgage to be dated September 1, 1925 and to call for payment of said sum of $75,000. substantially as follows: $5,000. September 1, 1928; .15,000. on the first day of each succeeding September 1st until September 1, 1934; balance of principal lSeptember 1, 1935; with interest on all sums unpaid payable semi-annually March and September 1st at the rate of five per centum per annum; Rothschild Brothers to have the privilege, how- ever, of paying any additional installment of principal at any interest period prior to Sept- I� 'ember 1, 1935. After full discussion, it was on motion duly made and carried. 37" FURTHER RESOLVED: That these terms be and the same hereby are approved and that the Presi- dent and Treasurer of Rothschild Brothers be and they hereby are authorized to accept said deed and to execute and deliver to the vendor this corporation's bond and mortgage as aforesaid. IN VJTNESS WHEREOF, I have hereunto set my hand and seal this 24th. day of August, 1938. In Presence of Clifford A. Allanson (Seal) J. G. Swartout • Filed and Recorded September 30, 1938 at 11:40 A. Ji. CERTIFIED COPY OF RESOLUTION I, Clifford A. Allanson, secretary of Rothschild Brothers, Ict., a corporation organized under the laws of the State of New York, DO HEREBY CERTIFY, that/a meeting of the stockholders • of said corporation, duly called and held at 155 East State Street, Ithaca, New York, on the 22nd day of February, 1928, upon motion duly made and seconded, the following was adopted by the affirmative vote of stockholders of record holding all of the outstanding shares entitled to vote thereon, to -wit: the holders of 6,000 shares. A special meeting of the common stockholders of Rothschild Brothers was held at the office of the corporation at 10 o'clock, February 22nd, 1923, for the purpose of considering the trans- fer of the Sprague Block from the Corporation to Mr. Leon D. Rothschild. There were present in person or by proxy, 6,000 shares representing all the outstanding common stock of Rothschild Brothers. After a full discussion, it was duly moved and carried, with no vote in opposition there- to, that the Corporation be authorized through its directors, to consumate the transfer as of February 1st, 1928, of said property to Leon D. Rothschild at the book value of said property as carried on the books of the Corporation, he to assume the mortgage held by the Ithaca Irust Company in the amount of $60,000, with the interest thereon from February 1st, 1928, as a par . of the consideration and that the directors be authorized to accept from said Leon D. hoths- III child as the balance of the purchase price, common stock of the Corporation of Rothschild Bro- thers at par value, with the exception of a fractional share amounting to $46.17, which is to be paid in cash. As a part of this transfer, Rothschild Brothers are to pay the State and County tax for 1927, and all future taxes are to be assumed by Leon D. Rothschild. Leon Rothschild is also to assume and pay to Rothschild Brothers in cash tiie unexpired insurance premiums as of Febru- ary 1st, amounting to $200.94, shown on the Gompanyts books on this property. IN ViITNESS WHEREOF, I have hereunto set my hand and seal this 24th. day of August, 1938. In Presence of: Clifford A. Allanson (Seal) J. G. Swartout Filed and Recorded September 30, 1938 at 11:41 A. M. CERTIFIED COPY OF RESOLUTION I, Clifford A. Allanson, secretary of Rothschild Brothers, Inc., a corporation organized • under the laws of the State of New York, DO HEREBY CERTIFY that a meeting of the Board of Di- rectors of said corporation, duly called, held at 155 East State Street, Ithaca, liew York on the 22nd day of February, 1928, at which time a quorum was present, the following resolution was unanimously adopted: The Directors, having been authorized by the stockholders to transfer property known as the Sprague Block to Leon D. Rothschild in accordance with the action of the stockholders as adopted at their meeting, now, therefore, be it resolved that Milton Simon as treasurer of Rothschild Brothers shall and hereby is autiLorized to make and execute to Leon D. rothschild, or to his assigns, a good and sufficient warranty deed of title to the said premises, in which v �+ deed Leon D. hothschild shall assume the mortgage held by the Ithaca Trust Company upon said premises in the amount of $60,0009 with the interest thereon from February 1, 1928, and before making delivery of said deed, the said Leon D. Rothschild shall surrender to Milton Simon as treasurer, common stock of the Corporation of the book value of $36,600 and shall pay to him $46.17 in cash and shall also pay $200.94 as and for the unearned premiums of insurance as • shown by the books of the Company as of February lst, 1928. Any other or further terms to consumate the transaction shall be carried out in accordance with the foregoing resolution of the stockholders of the Corporation and the said treasurer is authorized and empowered on behalf of the Board of Directors to see that said terms are com- pleted upon the closing of said transaction. IN VJTNESS WHEREOF, I have hereunto set my hand and seal this 24th. day of rugust, 1938. In Presence of: Clifford A. Allanson (Seal) J . G . Swartout Filed and Kecorded September 30, 1938 at 11:41 A. M. CERTIFIED COPY OF RESOLUTION I. Clifford A. Allanson, Secretary of Rothschild Brothers, (Inc.), a Corporation organi- zed under the laws of the State of New York, do hereby CERTIFY that at a meeting of the board of Directors of said Corporation duly called and held at 155 East State Street, Ithaca, New York, on September 3, 1938, at which a quorum was present, the following resolution was unani- mously adopted; i WHEREAS, this Corporation sold and conveyed to Leon D. nothschild all of its right, title i and interest in and to the premises known as 147-151 East State Street, in the City of Ithaca, New York, and executed and delivered its deed dated February 23, 1928, to said Leon D. hoths- • child; and WHEREAS, it appears that there is some defect in the manner of execution of said deed by • Milton Simon, the then Treasurer of said Corporation; RESOLVED, that the Treasurer, or any other officer of the Corporation, be and he hereby is authorized to execute and affix the corporate seal of this Corporation to a deed of cor- rection of said property for the purpose of correcting the defect in the execution in the deed from this Corporation to Leon D. Rothschild dated February 23, 1928, and recorded in the Tomp- kins County Clerks office on February 27, 1928, in liber 213 of deeds at page 361. IN V�ITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of September, 1938. In presence of C. Raymond Miller Filed and Recorded September 30, 1938 at 11:43 A. M. ij Clifford A. Allanson (Seal) We, the undersigned stockholders of Leon D. Rothschild, Inc., hereby waive the service of a notice of a special meeting of the stockholders of said Corporation to be held at 220 North Tioga Street, Ithaca, New York, at 2 O'clock on October 30, 1936, for the purpose of taking action on a proposition to dissolve said Corpotation. Dated October 30, 1936. In Presence of Louis K. Thaler Leon D. Rothschild Rhode N. hothschild RESOLUTION OF STOCKHOLDERSI MEETING AUTHORIZING DISSOLUTION Upon motion duly made and seconded, the following resolutions were adopted by the affir- mative votes of holders of record of more than two-thirds of all outstanding shares entitled to vote thereon, to wit, by the holders of 750 shares. RESOLVED: That this Corporation forthwith dissolve, and be it further RESOLVED: That the President and the Secretary are hereby authorized and directed to exe- 374 cute and file a certificate of dissolution in pursuance of Article 10 of the Stock Corpora- tion Law, and to convey the property at 147-151 East State Str eet, Iths.ca, N. Y. to Julius Neuwahl, Trustee. CERTIFICATE OF FOREGOING RESOLUTIONS 1 have compared the foregoing with the resolutions duly adopted by the stockholders of I Leon D. Rothschild, Inc. at a meeting regularly held at 220 North Tioga Street, Ithaca, New • York, a quorum being present, on October 30, 1936, and I hereby CERTIFY the foregoing to be a. correct copy of said resolutions so adopted andcC the whole thereof and that the same have not beezrevoked or rescinded. Dated at Ithaca, New York, October 30, 1936. • Rhode W. Rothschild Secretary SEAL Filed and recorded September 30, 1938 at 11:45 A. M. i CERTIFIED COPY OF RESOLUTION I, Clifford A. Allanson, Secretary of Rothschild Brothers, (Inc.), a corporation organized under the laws of the State of New York, do hereby CERTIFY that at a meeting of the stockhol- ders of said Corporation duly called and held at 155 East State Street, Ithaca, New York, on September 3, 1938, upon motion duly made and seconded the following was adopted by the affir- mative vote of the stockholders of record holding all of the outstanding shares entitled to vote thereon, to wit, the holders of four thousand two shares: WHEREAS, this Corporation sold and conveyed to Leon D. Rothschild all of its right, title and interest in and to the premises known as 147-151 East State Street, in the City of Ithaca, New York, and executed and delivered its deed dated February 23, 1928, to said Leon D. hoths- child; and • t HERExS, it appears that there is some defect in the manner of execution of said deed by Milton Simon, the then Treasurer of said Corporation; BE IT RESOLVED that the Board of Directors of this Corporation and the officers thereof be and they hereby are directed and authorized to take the necessary steps to execute the nec- essary deed for the purpose of correcting the defect in the execution in the deed from this Corporation to Leon D. Rothschild dated February 23, 1928, in liber 213 of deeds at page 361. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of September, 1938. In the presence of: Clifford A. Allanson (Seal) C. Raymond Miller Filed and recorded September 30, 1938 at 11:45 A. M. CLERK. Consent of Stockholders of Fairview CCNS NT OF STOCKHOLDERS OF FAIRVIEW AA14OR Manor Realty Co. Inc. to Mortgage Property. REALTY CO. INC. TO iaORTGkGE PROPUdY. • ------------------ - - - - -X We the undersigned stockholders of Fairview Manor Realty Co. Inc., a stock corporation organized and existing under the laws of the State of New York and being the holders of all of the shares of said corporation outstan- ding entitled to vote tnereon, DO HEREBY CONSENT that said corporationi make, execute and deliver a mortgage upon the real 0 estate of the corporation located at #518 Dryden Road is the City of Ithaca, Tompkins County, New York in the sum of One Hundred and Seventy Thousand Dollars ($170,000.00), and interest to secure the payment of the bond of said corporation to the Marine Midland Trust Company of New York City, evidencing an indebtedness of $170,000.00 and interest payable according to the terms which the president of this corporation may r,.rrange with the said Marine Midland Trust Company of New York City, and said bond and mortgage to be in the usual form required • • • 0 by the said Marine Midland Trus (Company of ti ew York City. IN WITNESS WHEREOF, we have made and subscribed this consent and have hereunto set oppo- site our respective signatures the number of voting shares held by each of us in said corpo- ration. Dated this 28th. day of June, 1939. (flame) Marie Schickel Enos A. Pyle .Norbert H. Schickel STATE OF NEW YORK COUNTY OF TOMPKINS ss. (No. of voting shares) On this 28th day of June, 1939, before me personally came NORBERT H. SCHICKEL, ENOS A. known . and ,Xnowrr, to, me PYLE and MARIE J. SCHICKEL, to me/to be the persons described in and who executed the fore- going consent to mortgage and they severally duly acknowledged to me that they executed the same. STATE OF NEW YORK COUNTY OF TOMPKINS ss. ENOS A. PYLE being duly sworn deposes and says: Rose Longo Notary Public that he is the secretary of the aforesaid Fairview Manor Realty Co. Inc., that he is the custodian of the stock book of said corpora- tion containing the names of the holders of its shares, that he has compared the names signed to the foregoing consent to mortgage and number of shares set opposite thereto with the en- tries set out in said stock book, and that the persons who have signed said consent are re- corded in said stock book as the holders of the number of voting shares set opposite their irespective signatures to said consent, and that they constitute the holders of record of at ',least two-thirds of the outstanding shares of said corporation entitled to vote thereon. (Sworn to and subscribed Enos A. Pyle before me this 28th. day �of June, 1939. Rose Longo Notary Public Recorded July J. 1939 at 9:25 A. M. Certificate Of Conse:it To liEVV YORK TELEPHONE CO,MPAPdY Mortgage Pursuant To Section 16 Of The Stock Corporation CEETIFICATE OF COJ6ENT TO MORTGAGE PURSUANT � Law. by Stockholder of Nev: TO SECTION 16 OF THE STOCK COhPOhATION LAW. York Telephone Company The undersigned, James W. tiubbell and Perry h. Persons, being respectively a Vice fresi.dent acid ai IAss'staiit Secretary of New York Telephone Compaiiy, a corporation duly organized aad existing I,�urider the laws of the State of Neva York and havfng its prine,_pa- place of business in tree Il-orough of Manhatte i, City, Comity and State Of New York, HEREBY CEh llY that the Yiolczer of � not less than two-thirds of the total num ber of snares of said 11ew York Telephone Company l outsta:idir:g eiitit1ed to vote thereon has dui y �;iveci its consent in v;ritli iig to the execution a'id delivery of the Second Supplemental I_%deiit,are dated as of dctober 15, 1939 mad � between said New York Telephone Com ail wid barkers Trust Company,Trustee ' e by up �I P" Y , said Secoi:d Sup- pieme,qtal Indenture bei;ig suppleme.ital to the hefunditig Mortgage dated October I� 1`321, Ilikewise :node by a�.d betweeii said New York Telephone C :.- P e o..tparly a<:d said Bar.kers Trust Cou:paciy, I Trustee, as ameiided aiid suppleme:tted by SupplczentaOil l Indenture executed J�ine 15, 1937, dcici dated as of July 1, 1937 betv�eerl the same parties. IN ifrITidES wHEREOF, we have made and subscribed this certifs.cate this 23rd, a Octo- ber., 1939. d Y of James W . Hubbell Vice President Perry R. Persons Assi staut Secretary STATE OF NEt YOhK COUNTY OF NEW YOM) s s . : On this 23rd day of October, 1939, before Lie persoi ally came JAMES Va. HUBBELL aad PLt,hY h. PLRSONS, to me ki.owii and known to Tile to be the i:adividuals described in aid who sabscrib' and executed the foregoing Certificate as Vice President and Assistant Secretary, respec- tivel -P T, ..4 y, o laer, York Telephone Compa ..y, and they severally ack iowledged to me that they subscribed and executed tree sarne. Lincoln Jones • NOTARY PUBLIC Kings Co. Clerk's No. 3. Reg. iuo. 108 Certificate; Filed Tr. Y. Co. Clk?s iVo. 14 Reg. No, 0Jl2 Commission Expires March 30, 1940 State of clew York., ss.: Co utity of New York,) ido . 18317 I, A.EtCHIBALD r:. YYATSON, Coulity Clerk acid Clerk of the Supreme Court, New York Coutlty, the same being a Court of Record raviiig by law a seal, DO REREBY CERTIFY, that Lincoln Jone I� whose name is subscribed to the annexed certificate or proof of acknowledgment of the an- nexed instrument was at the time of takitig the same a INOTAhY PUBLIC acting in and for said county, duly commissioned and sworn, and qualified to act as such; that he has filed i,,i the Clerk's Office of the County of New York a certified copy of his appointment acid qualifi- cation as Notary Public for the County of KINGS with his autograph signature; that as such Notary Public, he v,as duly authorized by the laws of the State of New York to protest rotes; to take and certify depositions; to administer oaths a --id affirmations; to take affidavi-ts and certify tre acknowledgment acid proof of deeds acid other written instruments for lands, • teneme:its and hereditainents, to be read in evidence or recorded in this state; and further, that I an well acquainted with the ha'adwri t' nL, of such Notary Public and verily believe that his signature to such proof or ackiiowledgumeat is genuine. IN WIT14ESS WHEhEOF, I have hereunto set my hared and affixed the seal of sal d Court at the City of New York, Itj the County of Newa York, this 21+ day of Oct. 1939 Seal Archibald E. Viatson County Clerk a,.d Clerk of the Supreme Court. STATE OF NEW YORK ) COUNTY OF NE14 YORK) ss.: JAMES W. V.UBBELL and PEREY R. PEESONS being severally duly sworn, depose grid say, and each of them deposes and says that the foregoing Certificate subscribed and acknowledged by then is true in all respects. James W. Hubbell Perry R. Persons Severally sworn to before me this 23rd. day of October, 1939. Lincoln Jones Seal NOTARY PUBLIC Kir:gs Co. Clerk's No. 3, Beg. AO- 108 No. OJ12 Certificate Filed u . Y . Co. Clk s Rio . 14 Reg . Coninzission Expires March 30, 1940 SIAZE OF` i�1EVE' YOitK, ss.: ) uo. 1329E COUNTY OF NEW YORK,) I, ARCHIBALD h. irkTLSOAP County Clerk acid Clerk of the Supreme Court, New York Coacity, tree same being a Court of Record havicig by law a seal, DO r1EKLSY CaTxf Y, that Li ncolr< Jones whose name is subscribed to the aruiexed certificate; or proof of ackiiowiedgmeiit of the annexed instrument was at the time of taking the same a yOTEihY PiJbLIC acting iii aad for said county, duly commissioned and sworn, and qualified to act as such; that he has filed in the Clerk's Office of tree County of 'New York a certified copy of his appointment arid gaalifi cation as • Notary Public for the Couc;ty of KI1GS with his autograph signature; that as sucn •iotary. Pub - lac, he was daly authorized by the laws of the State of New York to protest rotes; to take .., d Certify depositio�is; to adminiister oaths and affirmations; to take affidavits aad cer a�i acknoyaledgmel�t d proof of deeds and other wrltte:i i istr-,ments for lairds, ene- tify the jtd;%eits, to be read in evidence or recorded in this state, and further, nests aid rered Public and verily believe treat th the har;da�riting of such ty • � t I am well acquainted �Viotary tira ; -t is genuli1e. his signature to sucri proof or acr.11owledgmtl` hand acid affixed the seal of said Court at Tij %MiESS I��HEKEOF, I have hereunto set Illy the City of New York, i11 the county of New York, is day of Oct. 1939 th24 Archibald R. Watsoil � S,Teme Court. •Seal Cou,ity Clerk avid Clerk of the P Recorded October 26, 193Q at 9:23 A. M. CERTIFICATE THAT�STOCSOTEDRINO�ftITOINGSTO T BxKERY, INC. HAVE, CO MORTGAGE PURSUANT TO SECTON 16 OF THE STOCK CORPORATION d Grace S. Scott, as President and Sohn Zabriskie as Secretary, certify We., the undersigned, pursuant to Section 16 of the Stock Corporation Law: 1. The said Grace S. Scott is the President of the Vlool-Scott Bakery, Inc., m d the said John Zabriskie is the Secretary thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition j to mortgage the said property of the Corporation is 1280. i 3. That Grace C. Scott is the holder and owner, individually and as administratrix of • I all the stock issued and outstanding of the said Corporatioon, and that the holders of not less than two-thirds of the total number outstanding and entitled to vote on the proposition to mortgage the Qorporate property have duly consented in writing to the mortgaging of all the real property, located on South Cayuga Street, Ithaca, N.Y. for the purpose of securing the payment of the principal and interest on a mortgage to the Tompkins County Trust Company in the aggregate amount not to exceed $10,500.00 and that the following is a true copy of such consent: "I$ the undersigned, individually and as administratri.. of Leslie N. Scott, being the sole stockholder of the Wool -Scott Bakery, Inc. and owning the number of shares set opposite my signatures herein, and owning a collectively more than two-thirds of the total number of shares outstanding and entitled to vote thereon. CONSENT that said Corporation borrow of the To::-Ipkins County Trust Company, a financial corporation of Ithaca, New York, not to exceed the sum of $10,500.00 said loan to be closed as soon as such rate of interest possible and to nature and be at • �t as may be arranged upon with the said To-:,pkins County Trust Company, and subject to distribution as the Board of Directors may direct, and CONSENT that a mortgage of all the real property of said Corporation and fixtures and equity in personal property annexed thereto subject to an contracts of P P y y conditional sale or • chattel mortgages theron, may be executed to :.,aid Tompkins CountyTrust Company. ompany. Dated, November 14, 1939. Signatures Number of Shares. Grace S. Scott As Administratrix of the Estate of 1st Preferred, SO shares I� Leslie N. Scott, deceased. Grace S. Scott ist Preferred, 80 shares Grace S. Scott 2nd Preferred As Administratrix_ of the Estate of , 90 .,hares Leslie N. Scott, deceased. Grace S. Scott 2nd Preferred, 30 shares Grace S. Scott As Administratrix of the Estate of Common Stock, 500 shares Leslie N. Scott, deceased. Grace S. Scott IN 'vu'ITNESS 1�'HEREOF we have made a Common stock, 500 shares." red subscribed this certificate this 14th day y of November Grace S. Scott, President STATE OF NElr' YOB John L. Zabriskie S COUNTY OF TOTiPKINSs , ecretary. On this 14 day of November, 1939: before me personally came Grace S. Scott and John Zabriskie, to me known to be the persons described in and who executed the foregoing instru- ment, and they thereupon severally duly acknowledged to me that they President and Secretary respectively. executed the same as J. Arthur Noble, Notary Public. STATE OF NEW YORK COUNTY OF TOMPKINS �s GRACE S. SCOTT AND JOHN ZABRISKIE, being duly sworn, depose and say, and each for himself deposes and says, that she is the President of the Wool -Scott Bakery, Inc., and he John Zabriskie, the Secretary thereof; that they have read the foregoing certificate of consent to mortgage and ]know the contents thereof, -W that the same is true to their own knowledge. Grace S. Scott John L. Zabriskie Sworn to before me this 14 day of November 1939. J. Arthur Noble, Notary rublic. Filed and Recorded Dec. 281 1939 at 2:41 P.M. Certificate That Stockholders of CERTIFICATE THAT STOCKHOLDERS OF Tkld eMA:Y, KING & Treman, King & Company Have Con- COMPANY HAVE COVSENTED, BY VOTE, TO jAORTGAGE, Fun- sented, by Vote, to Mortgage, pur- • suant to Section 16 of the Stock SUANT TO SECTION 16 OF THE STOCK CORPORATIOLAi�r. ' Corporation Law. ' _ _ _ _ _ X WE, Robert E. Treman and Raymond A. Frear, _ _ _ _ _ _ _ _ _ _ _ _ _ _ respectively d Secretary of Treman, King & Company, do hereby certify, being Pectively the President an pursuant to Section 16 of The Stock Corporation Law of the State of New York: d to 1. The total number of shares of said corporation issued and outstanding entitle oceedin s to mortgage the property and franchises of the corporation on the 20th vote in pr € day of November, 1939 was 69411 (including both common and preferred stock), 2. The holders of more than two-thirds of the total number of shares issued and outstand- ing entitled to vote thereon, to -wit, the holders of 41600 shares, have consented by vote, a a special meeting of the Stockholders called for that and other purposes in the manner Are- 5 of T ne Stock Corporation Law that real estate of the corporation be scribed by Section 4 ection with the acquisition of certain premises of the Estate of Joseph F. mortgaged �n corm thereon, the east side of South Cayuga Street and the construction of a new building Hickey on purposes and for alterations and repairs on other real estate of the corporation and for other when approved by the Board of Directors of Treman, King & Company, and the Board of Directors roved of the following mortgages: of Treman, King & Company has duly approved from Treman, King & Company to Ithaca Savi_igs Bank dated January 13, Z5,000.00 mortgage 0 • U �1 19LO and recorded in Liber 157 of Mortgages at page 485 in the sic! 9 • • C office. $253000.00 mortgage from Treman, King & Company to Ithaca Savings Bank dated May 3, 1940 and consolidating therein certain other mortgages therein referred to and in part as addi- tional security therefor. $10,000.00 mortgage from Treman, King & Company to Tompkins County Trust Company dated May 3, 1940. $46,689.32 mortgage from Treman, King & Company to Tompkins County Trust Company dated May 3, 1940 as additional security for the balance of the mortgage dated September 30, 1936 and recorded in Liber 153 of Mortgages at page 104. That the resolution of the stockholders approving the mortgaging of real estate was adopted by the affirmative vote of 4,600 shares out of a total of 4,605 shares voted out of the total of 6,411 shares entitled to vote. That said stockholders' meeting was Held at the offices of the company in Ithaca, N.Y. November 20, 1939. IN WITNESS WHEREOF, we have made and subscribed tnis certificate this 3rd day of May, 1940. Seal STATE OF NEW YORK ) Z UNTY OF TUPKINS) ss. TY OF' ITHACA ) Robert E. Treman President Raymond A. Frear Secretary On this 3rd day of May, 1940 before me, the subscriber, came ROBEhl E. ThEkAi and hAYMOAD A. FRt, to me known and known to me to be the same persons described in and who executed the foregoing instrument and they severally acknowledged to me that they executed the same. Irma Dobert Notary Public STATE OF NEW YORK )ss. COUNTY OF TOMPKINS j EOBERT E. TREMAN and RAYMOND A. FhEAR, being each severally duly sworn, do depose and say and for himself deposes and says: That he, Robert E. Treman, is the president of Treman, King & Company, and that he, Ray- mond A. Frear, is the Secretary of Treman, King & Company, and that they held such respec- tive offices on the 20tn day of November, 1939; that he has read the foregoing certificate of eoaserit of stockholders to mortgage and knows the contents thereof and that the saute is true to his oven knowledge. Robert E. Treman Raymond A. Frear Severally subscribed and sworn to before me this 3rd day of .May, 1940• Irma Dobert Notary Public hecorded May 6, 1940 at 12:32 P. U. Certificate of Consent of CERTIFICATE OF CONSENT TO MORTGAGE Stockholders Cooperative G.L.F. Holding Corporation E. Victor Underwood and C. U. Silcox, the president and - - - - - - - - - - - - - - - - X the secretary, respectively, of the Cooperative G.L.F. • Holding Corporation, a stock corporation organized and existing under the laws of the State of liew York, hereby certify as follows: 1. That said Cooperative G. L. F. Holding Corporation, as Mortgagor, executed a mortgage, dated November 17, 1939, to the Central Bank for Cooperatives, a corporation formed under the Farm Credit Act of 1933, of Washington, D. C., as Mortgagee, conveying and mortgaging certain properties, as in said mortgage particularly described, sometimes known as (1) the Ganson Street Mill properties at Buffalo, New York; (2) the Niagara Street Warehouse properties at Buffalo, 1�ew York; and (3) the fertilizer plant properties, including property leased to the Valentine Company and Solar Oil Company, at South Kear.ay, New Jersey; that said mortgage was executed and delivered as security for loans made and to be made from time to time by the Central Batik for Cooperatives to the Cooperative G.L.F. Holding Corporation, but not i,.. ex- • cess of $4,000,000 at any one time outstanding. 2. That the original of the aforesaid mortgage was filed in the Office of the Clerk of Erie County, New York, on February 19, 1940, at 2:46 p. m., and Was there recorded In Liter 2955 of Mortgages, beginning at page 375, and that an original consent in writing to the execution of said mortgage was attached thereto, such copseiit having been given by the holders • of not less than two-thirds of the total number of said Cooperative G. L. F. Holding Corpora- tions shares of stock outsta_ding entitled to vote thereon; that a duplicate original of the aforesaid mortgage was filed and received in the Registerts Office of the County of Hud- son, New Jersey, on February 20, 1940, at 9:28 a. m. and was there recorded in Book 1843 of Mortgages, beginning oil page 413, and that a duplicate original consent in writing to the execution of said mortgage was attached thereto, such consent having been given by the holders of not less than two-thirds of the total number of said Cooperative G. L. F. Holding Corpora- tions snares of stock outstanding entitled to vote thereon. 3. That consent to the execution of the aforesaid mortgage was given in writing by the holders of not less than two-thirds of the total number of said Cooperative G. L. F. Holding Corporation's shares of stock outstanding entitled to vote thereon, as required by law; that an original and a duplicate original of said consent in writing were filed at the times and places set forth in paragraph numbered 2 of this certificate. In witness whereof the said president and the said secretary of Cooperative G.L.F. Hol- • ding Corporation have subscribed, acknowledged, and verified this certificate of consent to mortgage, this 23 day of May, 1940• E. Victor Underwood Seal E. Victor Underwood President, Cooperative G.L.F. Holding Corporation C. N. Silcox C. N. Silcox STATE OF NEW YORK Secretary, Cooperative G.L.F. Holding Corporation COUNTY OF TOMPKIN ss Oil this 23rd day of May, 1940, before me personally came E. Victor Underwood and C. N. Silcox, to me knownp who being by me duly sworn, did separately acknowledge and verify as follows: That they are the president and the secretary, respectively, of the Cooperative G. L. F. Holding Corporation; that as such officers they subscribed their names to the fore- going certificate for themselves as individuals and also upon behalf of said Cooperative G. L. F. Holding Corporation; and that the foregoing certificate of consent to mortgage is true. Elsie S. Williams Notary Public • STATE OF NEW YORK ss COUNTY OF TOMPKINS) C. N. Silcox being first duly sworn deposes and says: That he is -the secretary and custodian of the stock book of the Cooperative G. L. F. Holding Corporation; that said stock book contains the names of the holders of its shares; that according to said stock book the Cooperative Grange League Federation Exchange, Inc., which consented in writing to the exe- • cution of the mortgage identified in the foregoing Certificate of Consent to Mortgage, is the holder of 11,000 shares of the common stock of said Cooperative G. L. F. Holding Corpora- tion; and that said 11,000 shares are the only shares of stock of said Cooperative G. L. F. Holding Corporation entitled to vote on any proposition to mortgage its assets. C. N. Silcox 1 v� Sworn to before me this 23rd day of May, 1940. Elsie S. Williams Notary Public Recorded June 21, 1940 at 12:29 P. M. -CIL • Certificate of Stockholders of J. Dall, Jr. CERTIFICATE THAT STOCKHOLDERS OF J. Inc. of Consent to mortgage pursuant to Sec- tion 16 of Stock Corporation Law. DALL, JR., INC. HAVE CONSENTED IN -- - - - - - - - - - - - - ----- - - - - -X WRITING TOMORTGAGE PURSUANT TOSEC- • • 0 U TION 16 OF THE STOCK CORPORATION LAW WE, the undersigned, J. Dall, Jr., and Lucille R. Herson, certify, pursuant to Section 16 of the Stock Corporation Law: 1. The said J. Dall, Jr. is President of J. Dall, Jr., Inc., and the said Lucille R. Herson is the Secretary thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition to mortgage the property of the corporation is 100. 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the corporate property, to -wit, -- the holders of 99 shares, have duly consented, in writing, to the mortgaging to the Tompkins County Trust Company of the real property of the corporation for the purpose of collateral se- curity for the payment of any indebtedness of the corporation to the Tompkins County Trust Company now existing or which may hereafter exist in an aggregate amount not to exceed $1500.00, and have also duly consented in writing to the mortgaging of certain personal prop- erty of the corporation for the purpose of collateral security for the payment of any Indebted- ness of the corporation to the Tompkins County Trust Company, now existing or which may here- after exist in an additional aggregate amount not to exceed $3,000.00. III WITNESS WHEREOF, we have made and subscribed this certificate this 6th day of May, 1940. J. Dall Jr. President Lucille R. Herson secretary STATE OF NEW YORK ss. COUNTY OF TOMPKINS On this 28th day of May, 1940, before me personally came J. DALL, JR. and LUCILLE R. HER- SON, to me known, and known to me to be the same persons described in and who executed the foregoing instrument and they thereupon severally duly acknowledged to me that they executed the same. Harold C. Teeter Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS ss. J. DALL, JR. and LUCILLE R. HERSON, being duly sworn, depose and say, and each for him- self deposes and says, that he, J. Dall, Jr., is the President of J. Dail, Jr., Inc. and that she, Lucille R. Herson, is the Secretary thereof; that each for himself has read the fore- going certificate of consent of stockholders to mortgage, and knows the contents thereof, and that the same is true to their own knowledge, Subscribed and sworn to before me this 28th day of may, 1940. Harold C. Teeter Notary Public Recorded June 28, 1940 at 3:29 P. M. J. Dall Jr. Lucille R. Herson k. a -r Pennsylvania -Dixie Cement Corp. PENNSYLVA"IA-DIXIE CE EAT CORPOtiATION Certificate of Consent to Execu- Certificate of Uonsent to Execution of Mortgage tion of Mortgage Pursuant to Sec- tion 16 of The Stock Corporation Pursuant to Section 16 of the Stock Corporation Law Law - - - - - - - - - - - - - - - - - - - X JOHii A. JILLER and GEORGE KILIAN being, respectively, the President and the Secretary of Pennsylvania -Dixie Cement Corporation, a corporation of the State of Delaware, HEREBY CERTIFY trat consent was given by the holders of not less than two-thirds of the total number of shares of the said Corporation outstanding, entitled to vote thereon, to the execution of the Mortgage and Deed of Trust, dated August 1, 1940, from said Pennsylvania -Dixie Cement Corporation to City Ba.ak Farmers Trust Compaay and Nelson Stuart, as Trustees securing as authorized issue of $4,250,000, aggregate princi- pal amount, First Mortgage Bonds, of which $3,250,000, aggregate principal amount, have been issued as Bonds of the 4-1/2% Series due February 1, 1953, which consent was givers by the vote of such stockholders at a meeting thereof, held oa August 9, 1940, which meeting was duly called for that purpose in the manner prescribed by Section 45 of the Stock Corporation Law. IN YvITNESS WHEREOF, we have subscribed, acknowledged and verified this Certificate, this 13th day of August, 1940. Jorii A. Miller President George Kilian Secretary STATE OF NLW YORK, COUNTY OF NEW YORK. JOHN A. MILLER aad GEORGE KILIAN being severally duly sworn say, and each for himself says that he, the said JOtIN A. MILLER, is the President, and he, the said Gi OEGE KILIAN, is the Secretary, of Pennsylvania -Dixie Cement Corporation, a corporation of the State of Dela- ware; that they have read the foregoing Certificate and know the contents thereof, and that the statements contained therein are true. John A. Miller Swcrn to before me, August 13, 1940 George Kilian Abbie C. Cosman i101ARY PUBLIC Seal Kings County Clerkts No. 30, Registerts No. 2034 New York County Clerkts No. 70, Registerts No. 2-C-81 Ny Commission expires ,March 30th, 1942 State of New York, ) ss.: County of New York,) No.61748 I, ARCHIbALD R. WATSON, County Clerk and Clerk of the Supreme Court, New York County, the same being a Court of Record having by law a seal, DO HEREBY CERTIFY, that Abbie C. Cos - man whose name is subscribed to the annexed certificate or proof of acknowledgment of the annexed instrument was at the time of taking the sane a NOTARY PUBLIC, acting in and for said county, duly commissioned anu sworn, and qualified to act as such; that he has filed in the Clerkts Office of the County of New York a certified copy of his appointment and qualifica- tion as Notary Public for the County of Kings with his autograph signature; that as such Notary Public, he was duly authorized by the laws of the State of New York to protest notes; to take and certify depositions; to administer oaths and affirmations; to take affidavits and certify the acknowledgment and proof of deeds and other written instruments for lands, tene- ments and hereditaments, to be read in evidence or recorded in this state; and further, that I am well acquainted with the handwriting of such Notary Public, or that I have compared the signature of such Notary Public with his autograph signature filed in my office, and believe that his signature to such proof or acknowledgment is genuine. IN WITJESS WHEREOF, I have hereunto set my hand and affixed the seal of said Court at the City of New York, in the County of New York, this 14 day of Aug 19/+0 Seal Archibald R. Watson County Clerk and Clerk of the Supreme Court, New York County CJ • • C, • • STATE OF NEW YORK, COJNTY OF NE't'd YORK. On this 13th day of August, 1940, before me personally came JOHy A. MILLER and GBORGE KILIAN, to me known and known to me to be the individuals described in and who executed the foregoiag Certificate, and they severally acknowledged to me that they executed the same. Abbie C. Cosma_z ivOTARY FUI3LIC Seal Kings County Clerk's No. 30, Register's No. 2034 iaew York County Clerk's No. 70, Register's No. 2-C-81 State of New York, ) ss.; My Commission expires March 30th, 1942 County of New York,} No. 61749 I, ARCHIbALD R. WATSON, County Clerk and Clerk of the oupreme Court, A ew York County, the same being a Court of Record having by law a seal, DO HEREBY CERTIFY, that Abbie C. Cos - man whose name is subscribed to the annexed certificate or proof of acknowledgment of the annexed instrument was at the time of taking the same a NOTARY PUBLIC acting in and for said county, duly commissioned and sworn, and qualified to act as such; that he has filed in the Clerk's Office of the County of New York a certified copy of his appointment and qualifica- tion as Votary Public for the County of Ki_gs with his autograph signature; that as such Notary Public, he was duly authorized by the laws of the State of New York to protest notes; to take acid certify depositions; to administer oaths and affirmations; to take affidavits and certify the acknowledgment and proof of deeds and other written i_struments for lands, tene- mei-.ts a-d hereditaments, to be read in evidence or recorded in this state; and further, that I am well acquainted with the narrdwriting of such Notary Public, or that I have compared the signature of such Notary Public with his autograph signature filed in my office, and be- lievethat his signature to such proof or acknowledgment is genuine. IN WITNESS YrriEREOF, I have hereunto set my hand a►id affixed the seal of said Court at the City of New York, in the County of New York, this 14 day of Aug 1940 Seal Archibald R. Matson County Clerk and Clerk of the Supreme Court, New York County Recoi,ded August 16, 1940 at 3:39 P.B. AV�24,� Cf&:jiK Carey Building, Inc. State of New York ss: County of Tompkins to I, H. A. Carey, secretary -treasurer of Carey Building, Glens Falls I idemnity Company Inc., do hereby certify that the following is a true copy - - - - - - - - - - - - - k of the resolution, duly adopted at a meeting of the board of directors of said corporation, held at T ne Carey Building, in the City of Ithaca, N. Y., o1 the 31st day of July, 1940, at which a Quorum was present and voting throughout; "RESOLVED, that the president of this corporation be and he hereby is authorized and directed to execute and deliver in the name of this corporation a warranty deed of the premi- • ses known as and occupied by the Carey Building to the Glens Falls Indemnity Company, of Glens Falls, N. Y., in consideration of the satisfaction by said Glens Falls indemnity Com- pany of a certain mortgage now owned by it, mortgaging said premises to the Glens Falls In- surance Company, and thereafter assigned by it to said Glens Falls Indemnity Company, and the secretary -treasurer of this corporation is hereby authorized and directed to attest the • execution of said deed and affix this corporation's seal thereto; and be it further hLSOLVED, that the president and secretary -treasurer of this corporation be and they hereby are authorized and directed to execute and deliver aay further instruments or papers, acid do all things that may be necessary to transfer good title to said premises to said Glens Falls Indemnity Company.rr H. A. Carey Secretary -Treasurer 3S . r • Sworn to before me this 30th day of August, 1940. Louis W. Sullivan Notary Public Recorded September 11, 1940 at 11:30 A. U. NEW YORK TELEPHONE COIiPANY CERTIFICATE OF CONSENT OF STOCKHOLDERS PURSUAAT TO SECTION 16 OF THE STOCK CORPORATION 1,116U. The undersigned James W. Hubbell -nd Perry R. Persons being respectively, a Vice President • and an Assistant Secretary of New York Telephone Company, a corporation duly organized and ex- isting under the laws of the State of Nt�w York and having its princip:A place of business at No. 140 West Street, in the Borough of Idanhattan, City, County and State of New York, HEREBY ii CERTIFY that the holder of not less than tyro -thirds of the total number of shares of said New York Telephone Company outstanding entitled to vote thereon has duly given its consent in writing to the execution and delivery of the Third Supplemental Indenture dated as of October 15, 1940, made by and between said Novi York Telephone Company and Bankers Trust Company, j Trustee, said Third Supplemental Indenture being supplemental to the Refunding Mortgage dated October 1, 1921, likewise made by aad between said New York Telephone Company and said Bankers `trust Company, Trustee, as amended and supplemented by Supplemental Indenture executed on June 152 1937 and dated as of July 1, 1937, and Second Supplemental Indenture executed on October 20, 1939 and dated as of October 15, 1939, between the same parties. IiJ WITNESS 17HEREOF, we have made and subscribed this Certificate this twelfth day of November 1940. James 14'. Hubbell, Vice President. II S1hTE OF NEW YORK Perry R. Persons, kssistant Secretary. COUNTY OF NEW YORK s � I On this twelfth day of November 1940, before me personally came James W. Hubbell and Perry R. Persons, to me knobm and known to me_; to be the individuals described in and who subscribed and executed the foregoing Certificate as Vice President and Assistant Secretary, respectively of New York Telephone Company, and they severally acknowledged to me that they subscribed and executed the same. George Burke Cameron, George Burke Cameron, Notary Public queens Co. No. 303. 'lueens Co. Register No. 737, Uert filed in Kings Co. No. 140. Kings Co. Register No. 2090. Cert filed in N.Y. Co. No. 208. N.Y. Co. Register No. 2C177. Commission expires March 30, 1942. SEAL STATE OF NEN YORK NO 75629 COUNTY OFNEtiV YORK s I, Archibald R. Iffatson, County Clerk and Clerk of the Supreme Court, New York County, the sajue being a Court of Record having by law a seal, DO HEREBY CERTIFY that George Burke Cameron whose name is subscribed to the annexed deposition, certificate of acknowledgment or i proof was at the time of taking the :ame a Notary Public actirig in and for said County, duly commissioned and sworn and qualified to act as such; that he has filed in the Clerkts Office hof the County of Nevi York a certified copy of his appointment and qualification as a Notary Public for the County of queens with his autograph signature; that as such Notary Public he was duly authorized by the laws of the State of New York to protest note;, to take and certify • depositions, to administer oaths and affirmations, to 'Lake affidavits and certify the acknow- ledgment or proof of deeds and other written instruments for lands, tenements and heredtaments to be read in evidence or recorded in this State. knd further that I am well acquainted with the handwriting of such Notary Public, or have compared the signature of such officer with his autograph signature filed in my office, and believe that the signature to the said M M annex—nd instrument is genuine. IN ,.'T NESS WHEREOF I have hereunto set my hand and affixed the seal of the said Court and County, this 13 day of Nov. 1940. Archibald R. ".jatson, County Clerk and Clerk of the Supreme Court, New York County. SEAL STATE OF NEW YORK COUNTY OF NEW YORK s James 11. Hubbell and Perry R. Persons being severally duly • sworn, depose and say, and each of them depoues and says teat the foreGoing Certficate sub- scribed and acknowledged by them is true in all respects. James W. Hubbell Perry R. Persons. 11 s • Severally sworn to before me this twelfth day of November, 1940. George Burke Cameron. SEAL George Burke Cameron, Notary Public Queens Co. No. 303. Queens Co. Register No. 737. Cert Ifiled in Kings Co. No. 140. Kings Co. Register No. 2090. Cert filed in N.Y. Co. No. 208 I.N.Y., Co. Registe r No 2C177. Commission Expires March 30, 1942. STATE OF NEIN YORK NO 75630 COUNTY OF NEW YORK s I, ARCHIBALD R WATSON, County Clerk and Clerk of the Supreme Court, New York County, the same being a Cart of Record having by law a seal, DO HEREBY CERTIFY that deorge Burke Cameron whose name is subscribed to the annexed deposition, certificate of acknowledgment or proof, was at the time of taking the same a Notary Public acting in and for said County, duly commissioned and sworn and qualified to act as such; that he has filed in the Clerkts office of the County of New York a certified copy of his appointment and qualification as a Notary Public for the County of Queens with his autograph signature; that as such Notary Public he was duly authorized by the laws of the State of New York to protest notes, to take and certify depositions to administer oaths and affirmations, to take affidavits and certify the acknowledgment or proof of deeds and other written instruments for lands, tenements and hereditaments to be read in evidence or recorded in this State. And further that I am well i acquainted with the handwriting of such Notary Public or have compared the signature of such officer with his autograph signature filed in my office and believe that the signature to the said annexed instrument is genuine. IN WITNESS WHERM. F I have hereunto set my hanu and affixed the seal of the said Court and County this 13 day of Nov. 1940. Archibald R. t';atson, County Clerk and Clerk of the Supreme Court, New York County. SEAL Recorded December 11, 1940 at 4:38 p.di. _ ---� V �✓ I CLERK Certificate of Consent CERTIFICATE BY PRESIDENT AND SECRETARY THAT STOCKHOLDERS of Stockholders of West- CONSENT TO WiiTGAGE REAL PnOPERTY dAS BEEN GIVEN. view Terrace, Inc. to Sherwood Holt, residing at 130 Sunset Drive, Mortbage Peal Property : Cayuga Heights, New York, president of Westview Terrace, - - - - - - - - - - - - - - X Inc., a corporation duly created, organized and existing under, aad by virtue of, the laws of the State of New York, and Fred A. Rogalsky, residing at 218 Fall Creek Drive, Ithaca, New York, secretary -treasurer of the said corporation, do hereby certify that the holders of not less than two-thirds of the total number of shares of the capital stock of said Corporation outstanding, entitled to vote thereon, have duly consented is writing to the execution and delivery by said Corporation to Ithaca Savings Bark, or to any other person, or corporation, of a mortgage for one hundred thousand ($100,000) dollars, upon that portion of the real estate owned by said Corporation, described as follows: 386 ALL THAT TRACT OR PAhCEL OF' JAkij), situate in the Village of Cayuga heights, Tow-i of Ithaca, Cou:zty of Tompkins, avid State of New York, o-i Military Lot #93 and bounded and des- cribed as follows: Begianifig at an iron pipe set i:i they westerly line of Triphammer Road at the northeast corner of premises conveyed by J. Lakin Baldridge et al. to Archie U. Palm and Elizabeth C. Palmer, husband and wife, by deed executed June 152 1937 a.d recorded in • Liber 244 of Deeds at page 440, which pipe is also 174.7 feet, more or less, southerly along Triphammer Road from the northeast corner of the old County Club grounds (being i.i the south line of White Park Subdivision); running thence south 83 degrees 10 mil -lutes west along the north line of said Palmer parcel, a distance of 232 feet to a pipe at the northwest cornier of said PaLver parcel, running theiice south 6 degrees 29 minutes east along the west liiie • of said Palmer parcel 146.5 feet to a pipe at the southwest corner of said Palmer parcel in the I'iortherly line of County Club Road as shown on a map of "County Club 8ubdivisior.--Cayuga Heights --Ithaca, N. Y." made by Carl CraYidall, C. E., May 1, 1925 and amended December 17, 1925 and filed in the Tompkins County Clerk's Office February 23, 1926 and also so desiglated on the "Map of Cayuga Heights Village" dated January 1, 1929, and filed in the Tompkins County Clerk's Office; rtLaning thence south 79 degrees 32 minutes west along the northerly line of said Road to an iron pipe at the southeast corner of premises coiiveyed to Paul k. Lincola by The County Club of Ithaca, A. Y. by deed dated May 20th, 1926 aid recorded ill Liber 211 of Deeds at page 15; running thence northerly along the east line of said LiacoL: premises, being along the west lice of the lands conveyed by the County Club of Ithaca, N.Y., to J. Lakin Baldridgeand Jes J. Dall, Jr. Jaly 1, 1926 by deed recorded in Liber 211 of Deeds at page 9, 361 feet, to a pipe at the southeast corner of premises i.i White Park conveyed to Paul M. Lincoln by Jane M. Urquart et al. January 4, 1923 by deed recorded in Liber 20 of Deeds at page 195, being also at the southwest corder of premises of S. S. Garrett; rai-Uzing • thence north 87 degrees 17 minutes east alo.ig the :,orth line of of the old Cou�ity Club grounds (being the south line of White Park subdivision) and alo:gthe south lines of lands of S. S. Garrett, G. H. Robinson, Lyman P. Wilsoa, and Hannah and Mary B. Waite, a distance of 450 feet to a point at the intereectioa of the north line of the old Co4uitr7 Club grounds a -id the extended west lice of said Palmer parcel; run:iing thence south 6 degrees 29 miLiutes east (along the west line of said Archie and Elizabeth Palmer parcel extended to the north) about 163.5 feet to a point 25 feet north from the Borth -crest corder of said Palmer parcel; run�iing thence north 83 degrees 10 mi_.utes east a,.d parallel to and 25 feet north of the course first ruri, to a pipe in the west line of Triphammer Road; runaiiig the_iee southerly along the west line of Triphammer hoad 26.7 feet to the point or place of beginning. Sub- ject to a right of way over the above described 25 ft. strip between the extended west 1-Lie of said Palmer parcel and the west line of Triphammer Road for the benefit of remaining lands of J. Lakin Baldridge between the above described premises and lands conveyed by J. Lakin Baldridge, et al. to Paul W. and Henriette S. Brainard by deed dated May 11, 193c- • and recorded in Liber 247 of Deeds at page 454. Also subject to any right of way appur- tenant to said Brainard parcel in said 25 ft. strip for a distance of 100 feet west of the west line of Triphammer Road. The intention of the foregoing being to describe the same premises conveyed by J. Laki:i • Baldridge to Westview Terrace, Inc. by deed dated January 23, 1940 a_id recorded in the Tomp- kins County Clerk's office, excepting therefrom all rights of this corporation in and to the strip of land show,i oil said Maps as County Club hoad as conveyed by this corporation to the Village of Cayuga Heights by deed dated January 13, 1941, and also excepting as easeme t i i regard to sanitary sewer mains conveyed to the Village of Cayuga Heights as shown ou 1'Sewer Map, Westview Terrace Property, Village of Cayuga Heights," made by H. Y. Thatcher, July 3 S 7 �1 ti • 0 • C, 12, 1940 and filed in said Clerk's office; to secure payment of a bond of said corporation to be made to the leader of said sum, con- ditioned for the payment of the said principal sum of One Hundred Thousand ($100,000) Dollars at such rates of interest and other terlas as shall be agreed upon by the President and Treasurer of said Corporation add such le.ider, acid that said bond and mortgage be in such forms and coataiu such other provisions, eoaditioas, stipulations and agreements as are customarily used by the le..der and as shall likewise be agreed upon by said officers and tre lender. IN WITNESS WHEREOF, we have hereunto subscribed our names, this 14th day of January, 1941. Sherwood Holt President Fred A. hogalsky Secretary -treasurer STATE OF NEW YOh& : ss. COUNTY OF TOUPKIAS: On this 14th day of January, 1941, before me personally came SHEhViJOD HOLI and FnED A. EOGALSKY, to me known avid known to me to be the same persons described in and who executed the foregoing Instrument and they severally daly acknowledged to me thatthey executed the sage. Recorded July 11, 1941 at 1:37 P. M. Certificate of Consent of - Stockholders of Westview Terrace, Inc. to Mortgage - - - - - - - - - - - - - - - Irma Dobert Notary Public k - -�- -/,r CEh!IF1CA1h OF CuaSthl OF STOC&dOLbEfiS TO MOhT(GtiGE REAL PhOPEh1Y PURSUANT TO SECTIO d 16 OF THE STOCK COhPOfith- I ION LAW. We, the undersigned, Sherwood Holt and Fred A. hogalsky, certify, pursuant to Section 16 of the Stock Corporation Law: 1. The said Sherwood Holt is the president of the Oestview Terrace, Inc., and the said Fred A. hogalsky is the Secretary -Treasurer thereof. 2. The total number of shares issuea and outstanding entitled to vote on a proposition to mortgage certain real property of the corporation is three (3). 3. The holders of the entire number of shares issued and outstanding entitled to vote on a proposition to mortgage certain real property of the said corporation, to wit, the hol- ders of 3 snares, have duly consented, in writing, to the mortgaging of certain real proper- ty of said corporation for the purpose of securing the repayment of the additional sum of $2,000 to be borrowed by said corporation from said Ithaca Savings Bank with interest thereon. 4. A true copy of sucr, consent is hereby annexed and made a part hereof. liv WIii4tba 4HEhf UF', we have made and subscribed this certificate, this 1st day of Octo- ber, 1941. STALL OF iiLA YOEK: COUNTY OF TOUPKIN6. ss. Sherwood Holt President Fred A. hogalsky Secretary -Treasurer On the 1st day of October, 1941, before me personally came aherwood Holt and Fred A. Rog aisky, to me known to be the persons described in anu who executed the foregoing instru- ment, and they thereupon severally duly acknowledged to me that they executed the same. Harold C. Teeter STATE OF I&W YOhKss COUNTY OF TokPKIltiS:� Notary Public Sherwood Holt and Fred A. hogalsky, being duly sworn, depose and say, and each for himself aeposes and Says, that he, Sherwood Holt, is the president of Westview Terrace Inc. and he, Fred A. Rogalsky, the secretary -treasurer thereof; that he has read the foregoing certificate of consent of stockholders to mortgage, and knows the contents thereof, and that the same is true to his own knowledge. Subscribed and sworn to before me this Sherwood Holt ist day of October, 1941. Fred A. hogalsky Harold C. Teeter Notary Public 3 CONGEST OF STOCKHOLDERS TO MOF4TGAGE hEAL PROPERTY We, the undersibned stockholders of the W estview Teri -ace, Inc., a stock corporation duly organized under the laws of the State of New York, and witi: its principal office of business in Ithaca, New York, each owning the number of shares set opposite his signature hereto, and owning, collectively the total dumber of shares outstanding entitled to vote thereon, do hereby consent: 1. That said corporation borrow from the Ithaca Savings hank, or any other person or corporation, the sum of Two Thousand Dollars and deliver its bond for the repaywent of such sum, with interest thereon, or for the repayment of such sum plus any additional sum for which the said corporation is alreaay obligated to the said Ithaca Savings Bank, wits in- terest thereon. 2. That said corporation execute a wortga6e covering the same premises described in a mortgage heretofore made and delivered by said corporation to said Ithaca Savings hank In the amount of $100,000.00 dated January 14th, 1941, ana recorded in the Tompkins County Clerk's office in Liber 160 of MortgaLes at page 205. 3. That said bond and mortgage be in the usual form required by the said Ithaca Savings Bank and contain such clauses, provisions, agreements, terms and time of payment as are usually contained in such form or as shall be agreed upon by the officers of the corpora- tion executing the same and such Baik. Dated, October 1, 1941. Signatures dumber of Shares Sherwood Holt 1 Fred A. nogalsky 1 Jes J. Dall Jr. 1 STATE OF NEW YOhK COUNTY OF TOMPKINS:ss. On this 1st day of October, 1941, before me personally came Sherwood Holt, Fred A. Ro- galsky and Jes J. Dall, Jr. to me ktiown to be the persons described in and who executed the foregoing consent to mortgage, and they thereupon severally duly acknowledged to me that they executed the same. Harold C. Teeter Notary Public Tompkins County STATE OF NEA YOhK : COUNTY OF TOMPKINS: ss. Fred A. Rogalsky, being duly sworn, deposesand says, that he resides in the City of Ithaca, State of New York; that he is the secretary and treasurer of the Westview Terrace, Inc.; that he has compared the signatures to the foregoing consent to mortgage certain real propt:rty of the•said corporation and the number of shares set opposite each such signature with the entries on said stock book; that the figures appearing opposite each signature truly represent the number of shares standing in the name of the signer on said stock book, and that the persons who have signed such consent together constitute the holders of record of the total number of shares of said corporation entitled to vote thereon. Sworn to before me, this 1st rred A. hogalsky day of October, 1941. Harold C. Teeter idotary Public itecorded October 1, 1941 at 3:18 P. M. U� 0- C, Certificate That Stockholders CERTIFICATE THAT STOCKHOLDERS AVE CONSENTED of Ithaca Laundries, Inc. Have Consented by Vote to Morgage = BY VOTE TO MORTGAGE. X CERTIFICATE that stockholders of Ithaca Laundries, Inc. have consented, by vote, to mort- gage pursuant to 016 of the Stock Corporation Law. • • • We, Leonard 11. Jacobs VanLent and Donald F. Ames, being; respectively the president and vS _ • • • • secretary of Ithaca Laundries, Inc., do hereby CERTIFY, pursuant to 916 of the Stock Corpora- tion Law: 1. The total number of shares of said corporation issued and outstanding entitled to vote in proceedings to mortgage the property and franchises of the corporation is 1150. 2. The holders of two-thirds of the total number of shares issued and outstanding en- titled to vote thereon, to wit, the holders of 1055 shares, have consented by vote, at a special meeting of the stockholders called for the purpose in the manner preseribed by §4.5 of the Stock Corporation Law, that all of the real property, machinery and equipment, and machinery and equipment to be acquired, if necessary, be mortgaged for the purpose of se- curing the payment of the principal and interest thereon of a bond to be made and delivered by said corporation to the Tompkins County Trust Company in a sum not to exceed Twenty thou- sand dollars ($20,000.00). 3. The said meetino, of the stock holders was held at No. 220 North Tioga Street, in the City of Ithaca, New York, on the llth day of March, 194.2, and the following is a true copy of the resolution adopted thereat: ?'WHEREAS, Ithaca Laundries, Inc. is desirous of improving its business and service to the community; and t1WHEREAS, it is necessary in order to accomplish this purpose that new equipment and machinery be purchased; and "WHEREAS, in order to buy said machinery and equipment to advantage, it is necessary that it borrow money and pay for the same in cash at the time of the completion of the purchase, be it "RESOLVED, that we, the stockholders of said Ithaca Laundires, Inc., consent that said corporation borrow such sum or sums of money, not to exceed in the aggregate the amount of Twenty thousand dollars (�,20,000.uO)1, as in the judgment of the board of directors may be sufficient for such purposes, and that it make and deliver a bond for the amount so borrowed and that it mortgage all of its real property, machinery and equipment, and machinery and equipment to be acquired, if necessary, to the Tompkins County Trust Company far the purpose of securing payment of the principal of said bond and the interest thereon; and be it further 1RESOLVED, that the officers of the corporation be and they hereby are authorized to execute all necessary papers to consummate said loan.11 IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate, this 16th day of earth, 19_1'�2. STATE OF NEW YORK:SS TOMPKINS COUNTY : L. M. Jacobs van Lent Seal President Donald F. Ames Secretary On this 16th day of March, 1.94.2, before me personally came Leonard 11. Jacobs VanLent and Donald F. Ames, to me known to be the persons described in and who executed the fore- going instrument, and they thereupon severally duly acknowledged to me that they executed the same. Ezaleah Cook NOTARY PUBLIC STATE OF NEW YORK:SS TOMPKINS COUNTY . Leonard M. Jacobs VanLent and Donald F. Ames, being severally duly sworn, depose and say that he, Leonard 151. Jacobs VanLent, is the president of Ithaca Laundries, Inc., and that he, Donald F. Ames, is the secretary thereof; that they have read the foregoing certificate of consent of stockholders to mortgage and know the contents thereof, and that the same is true to their own knowledge. L. M. Jacobs van Lent Donald F. Ames 3UU Subscribed and sworn to before me this 16th day of March, 1942. Ezaleah Cook Notary Public Recorded ;earth 15, 1942 at 4:10 P. M. Certificate of Consent CEnTIFICATE BY TREAbUREh of Stockholders of Straw- : iiAT 61OCK.HOLDER16 C ONbENi' TO CO rVEY berry Lane, Inc. to coa- RhAL PrOPEtTY HA5 BEEN UiV&%. vey real property if FhEv A. ROGALSKY, residing at 218 Fall Creek - - - - - - - - - - - - - - X Drive, Ithaca, N. Y., Treasurer of Strawberry Lane, Inc., a corporation duly orgaizized a.id existing under, and by virtue of, the laws of the State of New York, do hereby certify as follows: 1. That at the date of this certificate, there was no duly elected Secretary of said corporation and said office was vacant. 2. That he has custody of the books and records of said corporation, including the stock ledger. 3. That there are 31 shares of the Capital stock of said corporation issued and out- standing, and that the following are all of the stockholders thereof, each being the ovrrner of the number of shares set opposite his respective name: Names Shares J. Lakin Baldridge 10 Fred A. Rogalsky 10 Jes J. Dall, Jr. 10 Allan H. Treman 1 4. That the holders of not less than two-thirds of the total number of shares of the Capital stock of said corporation outstanding, entitled to vote thereon, have duly consented in writing to the execution and delivery by said corporation of a warranty deed conveying to Ithaca Savings Bank, the premises k±iown as No. 1 Strawberry Lane, Ithaca, N. Y., situate partly in the Village of Cayuga Heights and partly in the Town of Ithaca, Tompkins County, N. Y., being the same premises more particularly described in a mortgage recorded in the Tompkins County Clerkts office in Liber 142 of Mortgages at page 282, said conveyance being subject to said mortgage. 5. That the delivery of said deed will not render said corporation insolvent. IN WITNESS WHEhEOF, I have hereunto subscribed my name this 30th day of April, 1942. STALL Ur' ALL YUhK COUATY OF TOMPKINS: ss. Fred A. hogalsky Treasurer On this 30th day of April, 194.2, before me, the subscriber, personally appeared FhEli A. ROGALSKY, to me personally known and knowu to me to be the same person described in aid who executed the within iastrumeat and he acknowledged to me that he executed the same. William M. Sheffeld W LLIA�+ U. SHEFFELU Attorney & Counsellor -At -Law Office Address:- 1 Savi-ngs Balik Bldg., Ithaca, N. Y. Residing in Tompkins County Commission expires Larch 30, 1943 Recorded April 30, 1942 at 2:55 P. M. QLERK Certificate That Stockholders of Finger Lakes Honey Producers Coop- erative, Inc., Have Consented In Writing To Mortgage, Pursuant To Section 16 Of The Stock Corporation Law. - - - - - - - - - - - - - - - - - - - h 16 of the Stock Corporation Law: CERTIFICATE THAT STOCMOLDERS OF FINGER IjLKES HONEY PRODUCEh5 COOPE"TIVE, INC., HAVE CON- SEbTLi) IN VFRITING TO k0kiTGAGE, PURStl"11 TO SECTION 16 01 THE STOCK CUHPO"AT1UN LAVti- We, the undersigned, W. L. Coggshall and Burel H. Lane, certify, pursuant to Section 0 • ri U 1. The said W. L. Coggshall is the President of the Finger Lakes Honey Producers Coop- erative, Inc., aid the said Burel H. Lane is the becretary thereof. 2. The total number of shares issued anal outstanding entitled to vote on a proposition %j 0 U • to mortgage the property and franchises of the corporation is 274. 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the property of said corporation, to wit: the holders of 220 shares, have duly consented in writing, to the execution of a real estate mortgage in the amount of $7,000.00 on its real property purchased from Whipple Brothers, Inc., by deed dated April 27, 1942, and a chattel mortgage in the amount of $7,000.00 upon its personal property, machinery, tools and equipment, to secure its note of t2,500.00 and its bond of S4,500.00. 4. Annexed hereto is a true copy of said consent. 1N WITNESS WHBKEOP , we have made and subscribed this certificate, this loth day of Julv, 1942. SEAL S i'A1.6 Ut NEA YORK : s s . : County of Cortland- Yr. L. Coggshall President. Burel H. Lame Secretary. Oa the loth day of July, 1942, before me personally came W. L. Coggshall and Burel H. Large, to me known to be the persons described in and who executed the foregoing instrument and they thereupon severally daly acknowledged to me that they executed the same. May F. Lambersoa Notary Public, County of Cortland Notary Public, Onondaga County STATE OF hEYti YORK : ss.: Certificates filed ir, Cortland and Tompkins Counties COUNTY OF' CORTLAND: W. L. uOGGSHALL and BUREL H. W"ih , being duly sworn, depose and say and each for himself deposes and says that he W. L. Coggshall, is the President of Finger Lakes Honey Producers Cooperative, Inc., and that he, Burel H. Lane, is the becretary thereof; that he has read the foregoing certificate of consent of stockholders to mortgage, and knows the contents thereof and that the same is true to his own knowledge. W. L. Coggshall Subscribed and sworn to before B urei H. Lane me this loth day of July, 1942. May F. Lamberson Notary Public, County of Cortland CONSEAT Or STOCKHULUERS IN WRITLNG `t0 iaORIGAGE PROPERLY OF FINGER LAKES HONEY PRODUCLh6 COUPEhAl I VE, INC. We, the undersigned, stockholders of Finger Lakes Honey Producers Cooperative, Inc., each owning the number of shares set opposite his signature hereto and owning collectively two-thirds of the shares outstanding entitled to vote thereon, Consent that said corporation borrow from the Springfield Bank for Cooperatives not to exceed $7,000.00 upon its bond for $4,500.00 and its note for $2,500.00, and we do further consent that said corporation make, execute and deliver to said Springfield Bank for Coopera- tives a real estate mortgage in the amount of t7,000.00 on its real property purchased from Whipple Bros. Inc., by deed dated April 27th, 194.2, and a chattel mortgage in the amount of $7,000.00 upon its personal property, machinery, tools, and equipment, to secure said note and bond; and the undersigned hereby authorize the proper officers of this corporation to execute said mortgages. Dated, June 161h, 1942. • Signatures Number of Shares William L. Coggshall R. B. Coggshall A. L. Coggshall U. R. Coggshall E. J. Dyce Mark Baldridge C. J. Baldridge Bare! H. Lane Elton L. Lane Roger C. Lane Nelson L. Stevens L. Claude Stevens 10 43 51 6 3 20 9 3 21 14 25 10 STATE OF NEW YORK : ss.: County of Tompkins: On this 23rd day of June, Nineteen Hundred and Forty- two, before me, the subscriber, personally appeared W. L. Coggshall, B. B. Coggshall, A. L. Coggshall, M. V. Coggshall and E. J. Dyce, to me personally known and known to me to be the same persons described in and who executed the foregoing instrument, and they severally ac- knowledged to me that they executed the same. Garnet M. Jacobs • STATE OF NEWYO1rtK: ems.: Notary Public. Coailty of Seneca On this 26th day of June, Nineteen Hundred and Forty-two, before me, the subscriber, personally appeared Mark Baldridge azd C. J. Baldridge, to me personally known and know_z to me to be the same persons described in and who executed the foregoing Instrument, and they severally acknowledged to me that they executed the same. • STATE OF NEW YOnK : County of Tompkins: ss.: Charles C. Garrison Notary Public. On this 29 day of Ju:.e, Ninetee_z Hwidred " Forty-two, before me, the subscriber, personally appeared Roger C. Lane, Bur•el H. Lane and Elton L. Lane, to me personally known and knovrn to me to be the same persons described in and who executed the foregoing Tnstrument, and they severally acknowledged to me that they executed the same. Seal William R. Ryan STATE OF NEW YORK ;Notary Public County of Tompkins: ss.. On this 30th day of June, Nineteen Hundred and Forty-two, before me, the subscriber, personally appeared Nelsen L. Stevens and L. Claude Stevens, to me personally known and known_ to me to be the same persons described in and who executed the foregoing Instrument, and they severally acknowledged to me that they executed the same. Seal Chas. H. Putnar, SIATE U% aE'6 YORK ) ss.: Notary Public. • County of Tompkins) BUELL ii. LANE, being duly sworn, depose and says that he resides at Trumansburg, To;np- ki.s County, New York; that he is the Secretary of Finger Lakes Honey Producers Cooperative, T,nc., and has the custody of itsstock book; that he has compared the signatures to the fore -going consent to mortgage the property of said corporation and the number of shares set op- osite each s-aen s.i atare with the entries on said stock book; that the figures a eari.a p g : � g PP g opposite each signature truly represe:it the number of shares standing in the name of the signer oil said stock book, and that the persons who have signed such consent together con- stitute the holders of record of two-thirds aid more of the shares of said corporation e. titled to vote thereon. Burel H. Lane *' Sworn to before me this 30 day of June, 1942. William P. Ryan Seal Notary Public. Recorded July 10, 1942 at 1:54 P. M. { Certificate and Consent EVAPORATED FETAL Fil. 6 COhP. of Stockholders of Evapo- rated metal Films Corp. Certificate that Stockholders have Consented, in Writirig, to Mortgage. : to Mortgage, Pursuant to Section 16 of the N(.w York Stock Corporation Law. - - - - - - - - - - - - - - X VT, the undersigned, Joel C. Ufford and Aldus • Fogg-lsanger, certify, pursuant to Sectio.i 16 of the New York Stock Corporation Law: 1. That said Joel C. Ufford is the Preside -it of Evaporated Metal Films Corp., anal that said Aldus Fogelsanger is the Secretary thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition to mortgage the property and franchises of the corporation is 955. 3. The holders of not less than two-thirds of the total number of all snares issued Jv t� Y a d outstanding entitled to vote on the proposition to mortgage the corporate property and fra..chi ses, to-w-t: The holders of 649 shares, have duly consented in writing to the mortgaging of real property being acquired by the corporation and situate in the rear of 147-149 East State Street, Ithaca, New `fork, with rights and appurtenances thereto, to the Tompkins Coutzty Trust Company to secure the payment of $10,000.00 of principal with interest, such being a purchase moliey mortgage; and also have duly consented in writing to the mortgaging of cer- tai,h personal property (including two 50-inch vacuum chambers, certain vacuum pumps, and transformers, gauges, and other equipment) to Liberty Mirror Works, a Pennsylvania corpora- tion, of Brackenridge, Pennsylvania, to secure the payment of the principal sum of $10,000.00 •' and interest (and such renewals or extensions thereof as from time to time may be necessary or desirable) . IN WITNESS WHEREOr, We have made and subscribed this Certificate this 25th day of June, 1942. Seal Joel C. Ufford President Aldus Fogelsanger Secretary STATE OF AEW YORK COUNTY OF `IOiiPKlirS: s5. On this 25th day of June, 1942 before me personally came JUhi, U. UFFORU and ALDUS FOGEL- SANGER, to me known and known to me to be the same persons described in and who executed the foregoing instrument and they severally acknowledged to me that they executed the same. '-)TATE OF NEW YORK :Ss. COUNTY OF TOMPKINS: Allan: H. Treman Notary Public JOEL G. OF ORD and ALDUS FUGELSPd4UER, being duly sworn, severally depose and say: That he, Joel C. Ufford, is the President, and he, Aldus Fogelsanger, is the Secretary, of Evaporated Metal Films Corp.; that each has read the foregoing Certificate of Consent of Stockholders to Mortgage, and knows the contents thereof, and that the same is true to his own knowledge. Subscribed and sworn to before me this 25th day of June, 1942. Allan H. Treman notary Public Recorded July 179 1942 at 12:33 P. M. Joel C. Ufford Aldus Fogelsanger CLERK. CERTIFICATE TEAT STOCKHOLDERS OF 223 THURSTON AVENUE, INC. HAVE CONSENTED IN WRITING TO MORT* GAGE PURSUA,VT TO SECTION 16 OF THE STOCK CORPORATION LAW WE, the undersigned, J. BENNL.TT WOOD and hALTER A. KEN DALL CERTIFY pursuant to Section 16 of tree Stock Corporation Law: 1. That said J. BENNETT WOOD is the 'resident of 223 THURSTON AVENUE, INC. and the said WALTER A. KENDALL is the Secretary thereof. 2. The total number of shares issued and outstanding entitled to vote on a proposition to mortgage the property of the Corporation is twenty-five (25). 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on the proposition to mortgage the corporate property, to wit, the holders of 25 sares have du2� consented.irk Wjritin to the Mortgaging of all its real and all its o er property n upon or abar Its real propery property/ for the purpose of securing the payment of principal of, and interest on the bond to be issued by said Corporation in a sum not to exceed Fifty thousand dollars (150,000.00). 4. The follow Ting is a true copy of said Consent: "WE, the undersigned, stockholders of 223 THURSTON AVENUE, INC., each owning the number of shares set opposite his signature thereto and owning collectively two- thirds of the shares 94 outdtanding entitled to vote thereon, CONSENT that said Corporation borrow such sum or sums of money, not to exceed Fifty thou- sand Dollars (S50,000.00), as in the judgment of its Board of Directors may be necessary for the transaction of its business, and issue its bond dated not later than the 1st day of July 1944, payable with interest at the rate of Four percent (0) per annum in monthly installments of Three hundred seventy dollars ($.370.00) each, the first of said payments to be made on the 1st day of August, 1944s said payment to include the interest upon said bond and to continue in force until the entire principal amount shall have been paid by said monthly installments; and tive do FURTHER CONSENT that said Corporation, make, execute and deliver a mortgage of all of its real property and of such other property as may belcng-to the Corporation located in, upon • or about its real property to secure the payment of the principal and interest of said bond. DATED, June 27th, 1944. Signature N�b@r of Shares J. Bennett Wood 25 IN WITNESS WHEREOF, we have made and subscribed this Certificate this 27th day of June, 1944. J. Bennett food President Walter A. Kendall Secretary SEAL STATE OF NEW YORK COUNTY -OF ERIE ss.. CITY OF BUFFALO On this 27th day of June , 1944, before me personally came J. BENNETT WOOD and WALTER A. KENDALL to me known to be the persons described in and who executed the foregoing instrument and they thereupon severally duly acknowledged to me that they execu- ted the same. Mae Wo j ciak Notary Public, Erie Co. N.Y. STATE OF NEW YORK)SS. COUNTY OF ERIE ) I, HARRY C. VACKELL, Clerk of the County of Erie, and also Clerk of the Supreme and County Courts for said County, the sauce being Courts of Record, do hereby certify that sae Wojciak whose name is subscribed to the certificate of the proof., acknowledgment or affidavit of the annexed instrument in writing, was, at the time of taking such proof, acknow- ledgment or affidavit, a NOTARY PUBLIC in and for said County, commissioned and sworn and duly authorized by the laws of said State to take and certify the same as well as to take and certify the proof and acknowledgment of deeds and other written instruments to be recorded in said State and further, that I have compared the signature to the original certificate with that deposited in this office by such officer; and verily believe the signature to the orig- inal certifcate of proof, acknowledgment or affidavit is genuine. IN i,1TNESS WHEREOF, I have �iereunto set my hand and affixed the seal of s 4id County and Courts at Buffalo, this 27th day of June 1944. • SEAL Harry C. Vackel ft No. 36482 Clerk STATE OF NEW YORK ) COUNTY OF ERIE ) ss. CITY OF BUFFALO ) J. BENNETT WOOD and WALTER A. KENDALL being duly sworn depose and • say and each for himself deposes and says that he, J. bENNk;TT WOOD is the President of 223 THURSTON AVENUE, INC. and he WALTER A. KLNDALL, is the Secretary thereof; that ..e has read the foregoing Certificate of Consent of Stockholders to mortgage and knows the contents thereof and that the same is true to his own knowledge. J. Bennett Wood Walter A. Kendall 3 ` 53 a • Subscribed and sworn to before me this 27th day of June, 1944 Mae Wo j ciak Notary Public, Erie Co. N. Y. STATE OF NEW YORK) COUNTY OF ERIE )SS. I, MARRY C. VACKEL, Clerk of the County of Erie, and also Clerk of the Supreme and County Courts for said County, the same being Courts of Record, do hereby certify that Mae Wojciak whose name is subscribed to the certificate of the proof, acknowledgment or affidavit of t1e annexed instrument in writing, was, at the time of taking such proof, acknow- ledgment or affidavit, a NOTARY PUBLIC in and for said County, commissioned and sworn and duly autraorized by the laws of said State to take and certify tle same as well as to take and certify the proof and acknowledgment of deeds and other written instruments to be recorded in said said State and further, that I have compared the signature to the original certificate with that deposited in this office by such officer; and verily believe the signature to the original certificate of proof, acknowledgment or affidavit is genuine. IN VvITAESS WHEREOF, I have hereunto set my hand and affixed the seal of said County and Courts at Buffalo, this 27th day of June 1944. SEAL A. No. 36483 Harry C. Vackel Clerk Recorded June 28, 1944 at 3:18 P.M. CLE CERTIFICATE OF CONSENT TO MORTGAGE. FRANK FROHMAN, residing at 360 West 35th Street, New York, New York, President to F. & • A. ITHACA REALTY CORP., a corporation organized under the Laws of the State of New York, and Murray Altman, residing at 69 Fenimore Street, Brooklyn, N.Y., Secretary of said corporation DO HEREBY CERTIFY that the holders of not less than two thirds of the total number of shares of the capital stock of said corporation outstanding entitled to vote thereon have duly consented in writing to the execution and delivery by said corporation to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or to any other person or corporation of a mortgage for Forty Five Thousand and no/100 Dollars ($45,000.00) upon that portion of the real estate owned by said corporation which is situate in the City of Ithaca, County of Tompkins and State of New York, being part of Lot Mo 65, beginning at a point on the south side of East State Street (formerly Owego Street) at the northwest corner of lands of the Tompkins 1,ounty National Bank as conveyed by Isaac Beers, which point is 240 feet westerly from the southwest corner of the intersection of State and Tioga Streets; running thence south on the westerly line of said Bank lot one hundred (100) feet; thence west twenty three (23) feet and six inches parallel with said East State Street; thence north parallel with the west line of said Bank • lot one hundred (100) feet to said Gast State Street; thence east twenty three (23) feet, six (6) inches along the south line of said East State Street to the place of beginning. Together with the right to the use of a wagon way from Green Street of not less than eight feet in width on the west line of `'ot No 66 to a point ninety two feet from the south line of East State Street and thence east parallel with East State Street to the above described premises • said premises being known as 133 Eaat State Street. Excepting and reserving, however, from tlw.above described right of way all that portion thereof Qonveyed by Levi Kenne(,7 to David Barr and Fred C. Barr, by deed dated June 21, 1895 and fecorded in the l'ompkins �;ounty Clerk's Office in Liber 142 of Leeds at page 522,described as follows: A Strip of land about 161 feet in length east and west and about 8 feet in width north and south being at the rear of the brick store owned and. occupied by Barr Bps on j une 21 96 1895. Also excepting and reserving frog the said above described right of way all that portion thereof conveyed by Levi Kenney to Syracuse University by deed dated June 21, 1895 recorded in the Tompkins County Clerk's Office in -uiber 142 of Leeds at page 519, described as follows: Commencing at a point at the southeast corner of the brick store of Barr Bros (in 1895) on East State Street, running thence east about twenty eight feet, being a strip of land about eight feet in width south of a line so drawn. • ALSO ALL THAT TRACT OR PARCEL OF LAND, situate in the City of Itaaca, County of Tompkins.. State of New York, bounded and described as follows: BEING parts of Lots Numbers 65 and 66 in said City, beginninn at the southwest corner of lands conveyed to the Tompkins County National Bank by Isaac Beers and wife by deed dated January 17, 1838; running thence west parallel with Green Street 32 feet to the east line of lands conveyed by said Beers to 6. P. Beers • by deed dated March 25, 1872; thence running north along the east li-e of said land formerly of Beers 32 feet to the northeast corner of the lands conveyed by Isaac Beers to U,. P. Beers as above referred to; tnenee east along the south line of lands conveyed by E. L. H Curtis and wife, and Isaac Beers to John C. E'gbert and Levi Kenney, William Byington and Tillot Kenney, 32 feet to the west line of the Bank lot; thence south along said west line 32 feet to the place of beginning. BEING the same premises conveyed to Levi_ Kenney by Julia A. Atwater and others by deed dated October 8, 1888 recorded in the Tompkins County Clerk's Office in Liber 133 of Deeds at page 114. Excepting and res-Irving, however, from the last above described premises, all that portion thereof conveyed by the Ithaca Trust Company as Executor of the last Will and Testament of Levi Kenney, deceased, to Syracuse University, by deed dated April 25, 1910 recorded in the Tompkins County Clerk's Office in Liber 174 of Deeds at page 51 and described as follows viz: A rectangular piece ofla.nd 8 feet 6 inches in length east and west more or less by 2 feet in • width north and south and situated in m d being a part of the northwest corner of the premises so conveyed to said Levi Kelley by said Julia Atwater and others by said deed dated October 1888 re^orded it said Clerk's Office in Liber 133 of. Deeds at page 114. ALSO A RIGHT OF WAY granted by David Barr and others to Levi Kenney by deed dated June 220 1895, recorded in the Tompkins County Clerk's Office in Liber 142 of Deeds at page 521, described as follows: BEGINNING at a point in the southwest corner of a parcel of land conveyed to David Barr etal by deeddated October 26, 1882 and f'ecorded in Liber 14 at page 151., which said point or corner is distant about 13 feet north of East Green Street, thence east sixty (60) feet; thence north about thirty two (32) feet to lands formerly owned or occupied by Hiram Gee, it being the inters tion to convey a right of way 8 feet in width off from the south and east side of the premises conveyed to David Barr et al, by William 1. Beers and wife by deed dated October 26, 1882 and recorded in the Tompkins County Clerk's Office in Libet 14 of Deeds at page 151. Reference is hereby made to said deed David Barr et al to Levi Kenney recorded in Liber 142 of Deeds at page 521, ax a part hereof and for a more detailed description of said right cf way. Subject however, to the right to use the brick wall and foundations thereunder situate between the premises ov�n ed by Levi Kenney at the time of his death and the premises now or for merly owned by Syracuse University, extending from the south line of the present (1910) • structure on the premises of said Syracuse University to the south line of the premises of said Syracuse University and not to exceed 10 feet 6 inches in height. It being understood thatthe said Iyall shall be used as and for a joint party wall. Said party wall is described in a deed given by the Ithaca Trust Company as Executor to Syracuse University, recorded in the Tompkins County ;lerk's Office in Liber 174 of Deeds at page 51, • • • and it is the intention to mortgage the above :mortgaged premises subject to said rights as set forth in said deed and to grant to mortgagee all rights reserved in and by said deed. It is understood and agreed that the west line of the premises hereinabove described passes through the center of the partition wall between the building on said lot and the building on the lot next west thereof and that the east half of said partition wall is hereby mortgaged to the mortgagee, together with all of the right, title and interest of the mortgagor in and to said party wall and subject to the rights of the adjoining owner to have the wall remain as a pzrty wall, to secure payment of the bond of said c orpration to be made to the lender of said sum, conditioned for the payment of the said principal sum of Forty Five Thousand Dollars ($45,000.00) on the 17th day of October Nineteen Hundred and fifty nine with interest to be computed from the 17th day of October 1944, at the rate of four and one quarter (41%) per centum per annum and to be paid as follows: Six huncied Seventy five and no/100 ($675.00) on the 17th day of January 1945 and the same amount quarter -annually thereafter on the 17th day of April, July, October and January in each year until the 17th day of October 1959 when the balance of principal shall be due and payable. The said quarter annual payment shall be applied first to interest upon the afore- said principal sum or so much thereof as shall fom time to time remain unpaid, at the rate aforesaid, and the balance of each quarter annual payment shall be applied on account of principal, and that said bond amd mortgage be in such forams and contain such other terms provisions, conditions stipulations and agreements as shall be agreed upon by the proper offieer of said corporation executing the same and such lender. IN WITNESS WHEREOF, said corporation has hereunto caused its corporate seal to be affixed and said Frans irohman President and Murray Altman, Secretary have hereunto subscribed their names, this 17th day of. October Nineteen Hundred and forty four. Frank Frohman SEAL President Murray Altman STATE OF NEW YORK Secretary COUNTY OF NEW YORK ss Frank Frohman, and Murray Altman, being duly sworn, depose and say aid each for himself deposes and says, that he Frank Frohman is the President of F. & A. Ithaca Realty Corp., amd he 1durray Altman is the Secretary thereof, that he hasiiread the foregoing certificate of consent of stockholders to mortgage and knows the contents thereof, and that the same is true to his own knowledge. Frank Frohman Murray Altman Sworn to before me this 17th day of October 1944. Rhoda Grossman, Notary rublic. Rhoda Grossman, Notary i'ublic, 'Lings Co. Clk's No 80. Reg No 91 G 6 N. Y. Co. Clkts No 80 Reg No 62 G 6 Commission Expires March 30, 1946. STATE OF NEW YORK )ss NO 72954 • COUNTY OF NEW YORK ) I, Archibald R. Matson, County Clerk Clerk the Supreme Court New York County, and of the same being a Court of Kecord having by law a seal DL HEREBY CERTIFY that Rhoda Grossman whose name is subscribed to the annexed deposition certificate of acknowledgment orproof was at the time of taking the same a Notary Public acting in and for said County, duly commissioned and sworn and qualified to act as such; that he has filed in the Clerk's • Office of the County of New York, a certified copy of his appointment and qualification as a Notary rublic for the County of Sings, with his autograph signature; that as such Notary Public he was duly authorized by tha lawsof the State of New York to protest notes; to take and certify depositions, to administer oaths and affirmations, to take affidavits and certify the acknow- ledgemnnt or proof of deeds and other wrbtten instrumits for lands tenements and heredita- ments to be read in evidence or recorded in this State, And further that I am well acquainted 00 withthe handwriting of such Notary rublic or have compared the signature of wuch officer with his autograph signature filed in my office and believe that the signature jro the said annexed instru- ment is genuine. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this 17 day of Oct, 1944. Archibald R. Watson, County Clerk and Clerk of the Supreme Court SEAL New York County. STATE OF NEW YORK �ss On this 17th day of October Ninehundred and forty four, before COUNTY OF NEW YORK me personally came FranlF Frohman and Murray Altman, both to me known and known to me to be the individuals described in and who executed the foregoig instrument and severally duly acknow- ledged that they executed the same. Rhoda Grossman, Notary eublic. Rhoda Grossman, Notary Public, Kings Co. Clk's No 80 Reg No 91 G 6 N.Y. Co. Clk's No 80 Reg No 62 G 6 Commission Expires March 30, 1946. STATE OF NEW YORK ) COUNTY OF NEW YORK ) ss NO 72953 I ARCHIBALD R WATSON, County Clerk and Clerk of the Supreme Court New York County, the same being a Cort of Record, having by law a seal DO HEREBY CERTIFY that Rhoda Grossman whose name is subscribed to the annexed deposition certificate of acknowledgment or proof was at the time of taking the same a Notary Public acting in and for said County, duly commissioned and swon, and qualified to act as such, that he has filed in the Clerk's Office of the County of New York, a certified copy os his appointment and qualification as a Notary Public for the County of Kings with his autograph signature, that as such Notary Public he was duly authorized by the laws of the State of New York to protest notes; to take snd certify depo- sitions to administer oaths and affirmstions to take affidavits and certify the acknowledgments or proof of deeds and other written instruments for lands tenements and hereditaments to be read in evidence or recorded in this State. And further that I am well acquainted with his autograph signature filed in my office and believe that the signature to the said annexed instrument is genuine. IN WITNESS WHEREOF 1 have hereunto set my hand and affixed my official seal this 17 day of October, 1944. SEAL Archibald R. Watson, County Clerk and Clerk of the Supreme Comfy, New York County. Recorded and filed Oct 182 1944 at 11:01 A.1t. TE OF NEW YORK ss Eva L. Hoch, being duly sworn, says, that deponent is the owner CO Y OF TOMPKINS in fee f the premises conveyed to her October 18, 1923 by Mary C. Tisdel by deed recorded in the Tom p' s County Clerk's Office in Book 205 of Deeds at page 367; that deponent is the daughter of the 1 e Samuel R. Tisdel and said Mary C. Tisdel both deceasfd; that said Samuel R. Tisdel died on or abdt..,,the llth day of September 1923 and that said Mary C. Tisdel died on the 16th day of June 1924; that aspontnt had charge of said paemises for her Sther and mother for 14 years before said premises were gnveyed as aforesaid to deponent, renting and collecting the rents thereof, and attending to the payiLmt of the taxes and all other charges thereon; that deponent had no knowledge of a certain mortga dated April 25, 1871 on said premises given by said Samuel R. Tisdel and Mary C. Tisdel to Fredl'lr ck Randolph end recorded in said Clerk's Office in Book 5 of Ithaca Mortgages at page 348 until an bstract of title recently made by the Tompkins County Clerk set forth said mortgage as not discharged, -,,that no demand has ever been made on deponent for the payment of the principal or interest on sai Sworn to before me this Eva L. Hoch 5th day of December 1944• Bert T. Barer, Notary Public. Recorded December 5, 1944 at 4:30 P.M. ortgage. n U CJ • • U AUEREA S Cornell Taylor Farms Inc., is the ownerof certain real estate situated in the 401 Town of Ithaca, Tompkins County, New York, which it desires to sell to Etpi.ly F. Cornell it is therefore. RESOLVED that Cornell Taylor Farms Inc., does hereby agree to sell allthe real estate owned by Cornell Taylor Farms, Inc., to &-oily F. Cornell in consideration of the assumption • f by her of all of the obligations of said corporation including the obligations listed on Schedule A, hereto ammexed totaling $31,011.34 together v4th suc:: other obligations of the corporation which may be outstanding whether or not such obligations are listed on said • • • • Schedule, and it is further, RESOLVED that Emily F. Cornell the Secretary Treasurer as only surviving officer of said corporation, be and she hereby is authorized to execute acknowledge and deliver a warranty deed of said real estate to Emily F. Cornell individually upon the execution by her of an Agreement assuming the obligation to the corporation as hereinabove set forth STATE OF NEW YORK �ssTOMPKINS COUNTY I, Emily F. Cornell Secretary 'Treasurer of Cornell Taylor Farms, Inc., do hereby certify that the foregoig is a true and correct copy of a resolution duly adopted by the directors of said corporation at a meeting duly called and held for that purpose, on the first day of June, 1945 and that said resolution has not been ameded or recinded. IN VVITNES� V;HEREOF I have hereunto set my h,-n d and the seal of the said corporation at Ithaca, New York this lst day of June 1945. Emily F. Cornell SEAL Secretary Treasurer. Due notice of this meeting of the Board of Directors is hereby acknowledged. Dated: June 1, 1945. Walter S. Gilson S C H E D U L E Ithaca savings Bank Mortgage Tompkins County Trust Co. Chattel ?Jltg Charles E. Cornell, judgment Mary W. Warren,land contract F. C. Cornell Estate E. C. Taylor Efate Tompkins Co Trust Co. Note G. L. F. account Mazourek Bros acct Cornell Veterinary College Ithaca Fuel Supply Co. Howell & Stevens Ins Co. Cortright Elec. Co. CONSENT OF STOCKHOLDERS A. $18,612.30 3,700.00 12712.00 666.66 1,600.00 1,245.92 393.26 2,740.76 170.99 73.00 58.65 21�.25 13.55 31,011.34 I, Emily F. Cornell being the owner of all of the stock of 'ornell Taylor Farms Inc., do hereby consent that the real estate now owned by said corporation may be sold upon such terms as the surviving directors of the corporation may approve. Dated June 1, 1945. Emily F. Cornell 40 II STATE OF NEW YORK ) On this lst day of June 1945 before me personally came Emily r`. Cor TOMPKINS COUNTY as t6 me known to be the person described in and who executed the foregoing consent and she duly acknovtedged to me that she executed the same. Norman G. Stagg, Notary Public. Filed & Eryt. June 22, 1945 at 12:9.5 P.M. - - --- - - - - - - - - - - - - - -X Certificate of Incorporation of DRYDEN METHODIST CHURCH Pursuant to Article 10 of the Religious Corporations Law of the State of New York. - - - - - - - - - - - - - - - - - - - - - - - We, the undersigned, minister and members, all being of full age, citizens of the United States, and residents of the State of New York, duly authorized by a majority of the quali- fied voters of the Dryden Methodist Church, a hitherto unincorporated church and congregation, also known as The First M. E. Church of the town of Dryden, the First Methodist Episcopal Society of Dryden Village, The First Methodist Episcopal Church of Dryden, N. Y.,T he First Society of the Methodist Episcopal church of Dryden Village, and by similar names, located in the Town and Village of Dryden,County of Tompkins, State of ilew York, hereby certify as follows: That on June 9, 1946 at 11 A.M. there was a meeting of such church and congregation,re- gularly noticed, posted, published and called, at the regular place of worship of such church and congregation in the T oeni and Village of Dryden, at which meeting the undersigned were present and voted. The Reverend Vernon Martin was duly chosen and presided as chairman, he being the minister, and Mrs. $lanche Tripp was secretary of said meeting. The purpose of the meeting was to incorporate said church and congregation into the DRYDEN METHODIST CHURCH. The meeting was organized in accordance with law, the polls held open for at least one hour, a majority of the qualified voters of said congregation were present and voting; the members and qualified voters there present and voting constituted a quorum; far more than six qualified voters were present; and the proceedings were had and conducted in all respects pursuant to the provisions of Article 10 of the Religious Corporations Law of the State of New York and the rules of The Methodist Church. That all the necessary things were done, at, previous and subsequent to the meeting to bring the procedure in all respects in compliance with the requirements of the law and governing rules, including, among other things, the giving and posting of a notice of meeting as required by Section 191 of the Religious Corporations Law, which notice was signed by at least six persons of full age, who were then members in good and regular standing of such church by admission into full communion or membership therewith in accor- dance with the rules and regulations of the church and of the governing ecclesiastical body of the denomination to which the church belongs, or who have regularly contributed to the financial support of the church during the year next prior to the said meeting. A copy of said notice was posted conspicuously on the outside of the main entrance of the regular place of worship of the church at least 15 days before the day specified for the meeting. Said notice w;.s publicly read at each of the two next preceding regular meetings for wor- ship, at least one week apart, at the morning service on Sunday, by the minister. Said 11 C • • k2l notice stated that a meeting of such church would be held at the usual place of worship on 403 E • • • June 9, 1946 at 11 A.M. for the purpose of incorporating such church, electing trustees thereof and adopting by-laws. That the said meeting was conducted pursuant to the said notice, and all acts and things required by Sections 191, 192, and 193 of said law, and other law of New York State, were done and effected in compliance with law and proper procedure established by the church and its ecclesiastical governing body. That at said meeting, it was duly voted by a majority of qualified voters as follows: First: That the said church and congregation then and there become incorporated. Second: That the name of said corporation shall be DRYDEN METHODIST CHURCH. Third: That the number of trustees of said church shall be six. Fourth: That the annual corporate meeting of said church for election of trustees shall be held between April 1 and June 1 in each year on the date and at the hour and place designated by the Board of Trustees. Fifth: That for the terms set opposite their names, the following six qualified voters who were present at the incorporating weeting shall be trustees of said church: Tom :Lormer, Dyrden, R.D., N. Y.--until lst annual meeting Floyd Ryan, Dryden, R.D., N. Y.---until 1st annual meeting Harold Tripp, Dryden, R. D.,N. Y.--until 2nd annual meeting C. W. Sadd, Freeville, N. Y.--until 2nd annual meeting Harold Strong, Dryden, N. Y.--until 3rd annual meeting Martin Tripp Dryden, N. Y.--until 3rd annual meeting Sixth: That the said trustees and their successors who hereafter from time to time shall be elected are and shall be qualified voters entitled to vote at the corporate meetings of said church. Seventh: That the principal place of worship of such church is intended to be in Dryden, N. Y. Eighth: That said church shall have all the privileges, rights and powers to which re- ligious corporations are entitled under the law, and that the purpose of said corporation is to promulgate the Methodist faith and the moral and spiritual benefit of its members and the community and the conduct of a permanent church and place of worship according to the rules, regulations and discipline of The Methodist Church. Ninth: That the corporation shall support the doctrine and shall be subject to the laws, usages, and ministerial appointments of The Methodist Church as from time to time established, made and declared by the lawful authority of said church. Tenth: That the directors (hereinabove called trustees) of the corporation shall be the Board of Trustees of Church Property, elected and organized as prescribed in the Dis- cipline of The Methodist Church, unless the laws of New York State prescribe otherwise. Eleventh: That the corporation, among other powers, shall have the power to secure, hold, improve, encumber, sell, convey and dispose of property, both real and personal, in fee shimple and otherwise, and shall have power to borrow money and credit for church pur- poses. Twelfth: That the persons whose names are signed to this certificate be authorized and empowered by said meeting to sign, acknowledge, execute and file this certificate of Incorporation. Dated: June 9, 1946. Vernon A. Martin, presiding officer Blanche M. Tripp Recording Steward C. W. Sadd q 404 State of New Ynrk ) County ul' Tompkins ss. On this 9th day of June, 1946, before me, the subscriber, personally appeared Vernon Martin, Blanche M. Tripp and C. W. Sadd to me known to be the persons described in and who executed the foregoing certificate and they severally acknowledged to me that they executed the same. Filed & Recorded June 10, 1946 at 11:07 A. m. Herbert N. Monkemeyer Attorney and Counsellor -at -Law Office and Post Office Address Danby Road, R.D.4, Ithaca, N. Y. i CLPFK - 'CERTIFICATE OF INCORPORATION X CERTIFICATE OF INCORPORATION OF.CALVARY FULL of GOSPEL. CHURCH, (A.49SEMBLY OF GOD) Certificate of Incorporation of Calvary Full CALVARY FULL GOSPEL CHURCH ; Gospel Church (Assembly of God) pursuant to Article 10 ------ -- - - -- --- - - - - - - X of the Religious Corporations Lave. We, the undersigned, all being persons of full age, of whom at least two-thirds are citizens of the United States, and at least one a resident of the State of New York, for the purpose of incorporating an unincorporated Pentecostal Church, pursuant to Article 10 of the Religious Corporations Law, hereby CERTIFY, as follows: 1. That a meeting of the First Pentecostal Church of Ithaca, an unincorporated Church, was duly called and held in conformity with the aforesaid article of the Religious Corpora- tions Law at 5212 South Meadow Street, Ithaca, New York, on October 22, 1945, at 700 P.M., at which meeting a majority of the duly qualified voters of said Church, being at least six in number, were present. 2. That at said meeting Rev. Rae L. Brothers, one of the subscribers hereto, was pre- siding officer, and Norah G. Klasi and Harold A. Pardon, the other subsctibers hereto, were present and voted thereat. 3. That at said meeting it was duly decided that said Church should become incorporated. 4. That the name of the proposed corporation, as decided on at said meeting, is to be Calvary Full Gospel Church (Assembly of God). 5. That the number of trustees thereof shall be six. 6. That the names of the persons elected as trustees, and the terms of office for which they were respectively elected are as follows: Norah G. Klasi and Winona E. English, to hold office until the first annual election of trustees thereafter; Perry Robbins and Christian F. Lueder, to hold office until the second annual election of trustees thereafter; and Rev. Rae L. Brothers and Harold A. Pardon, to hold office until the third annual elec- tion thereafter. 7. That the principal place of worship of said Church is at 5212 South Meadow Street, in the City of Ithaca and County of Tompkins. IN WI`1'NESS WHEREOF, we have executed and acknowledged this Certificate this 25th day of October, 1945. Rev. Rae L. Brothers Norah G. Klasi Harold A. Pardon STATE OF NErd YORK SS TOMPKINS COUNTY On this 25th day of October, 1945, before me, the subscriber, personally came Rev. RAE L-BROTHEi , BORAH G. KLASI and HAROLD A. PARDON, to me known and known to me to be the individuals described in and who executed the foregoing Certificate of Incorporation, and they each duly acknowledged to me that they executed the same. STATE OF NEW YO&:- TOdPKINS- COUNTY O In the matter of the incorporation of the First Pentecostal Church of Ithaca pursuant to Article 10 of the Louis K. Thaler Notary Public AFFIDAVIT • U n U • • .Religious Corporations Law. -- - --- - - - - - - - - - - -- 0 405 STx E OF NEW YOrt& : SS 10 0KINS COUNTY : `r ntiE L. hhOTHLhS, being duly sworn, deposes and says that he resides in the City of Itriaca, New York; that he is over twenty-one years of age; that he is the Minister of the First Pentecostal Church of Ithaca, New York. That on October 6, 1945, he posted and conspicuously fastened on the outside of the main • entrance of the place of worship of said Church at 521i South Meadow Street, Ithaca, New York, a notice of meeting to incorporate said Church, of which the annexed is a copy. That prior to the meeting on October 22, 1945, he publicly read said notice at each of the three next preceding regular meetings of such Church at the morning; service on October 7, 14 and 21, 1945. • That at a meeting of a :quorum of the qualified voters of said Church held pursuant to said notice on October 22, 1'945, deponent presided at the meeting, and the twenty present, except one whose vote was blank, cast their votes in favor of incorporating said Church pursuant to Article 10 of the Religious Corporations Law. That trustees were duly elected in accordance with the requirements of said law. Rae L. Brothers Sword to before me this ,_'5th day of October, 1y45. Louis K. Thaler, Notary Public. NOTICE OF A"I"G TO INCORPORATE cdURCH Notice is hereby given that a meeting of the members of the First Pentecostal Church of Ithaca, New York, will be held at 521L South Meadow Street, Ithaca, New York, its usual place • of worship, on the 22nd day of October, 1945, at 7:30 ofciock in the afternoon, for the pur- pose of incorporating such Church and electing trustees thereof, imd to take such other pro- ceedings pursuant to Article 10 of the Religious Corporations Law as may be necessary in order to become incorporated. Rev. Rae L. Brothers Harold A. Pardon Norah G. ". _asi Irene Ayers Chri 3t ian F. Lueder Mary Pardon Filed & Entered Oct. 30, 1945.at 2:U7 P. M. CLEF.K. CAYUGA MOTORS CORPORATION CERTIFICATE THAT STOCKHOLDERS OF CAYUGA MOTORS CORPORiATION. HAVE.CONSENTED IN WRITING TO MORTGAGE, PURSUANT TO SECTION 16 OF THE NR"' Y.OFK STOCK CORPO-RATION. LAW-k We, the undersigned, Robert E. Treman and Allan a. Treman, certify, pursuant.to Section 16 of the Stock Corporation Law of the State of N:d York: I. The said Robert E. Treman is the president of Cayuga Motors Cor;;�cration, and the said Allan H. Treman is the secretary thereof. • 2.. The total number of shares of stock of thecorporation issued and outstanding is as follows: Common Stock 750 shares (being the total number of authorized, issued and outstand- ing shares of Common Stock); Preferred Stock 455 shares (being the total number of shares of Preferred Stock issued and outstanding out of a total of 750 authorized.). 3. The holders of not less than two-thirds. of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage corporate pr.opeTty.and fran- chises, to wit, the holders of 925 shares have duly consented, in writing, to the mortgaging 406 of the real property of the corporation knovm as.Nos. 123, 125, 127 and 129 East Green Street, Ithaca, New York, to the Tompkins County Trust Company, its successors or �Pssigns, in the principal sum of One Hundred Thousand Dollars (t100,000.00) as security for its bond, note, or obligation. IN WITNESS WHEREOF, we have made and subscribed this certificate this. 15th day, af, July, 1946. SEAL Robert R. Treman • President Allan H. Treman Secretary STATE OF. NEW Y.ORK SS. COUNTY OF TOMPKINS. On the 15th day of. July, 1946, before me personally came ROBERT E. TREMA1N and ALLAN, H. • TRFMAN, to me known to be th, persons described in and who executed the.foregoing instrument, and they thereupon severally duly. acknowledged to me that they executed the same. STATE OF NEW YORK : SS. COUNTY OF TOMPKINS : Barbara T..Frank Notary Public. ROBERT E. TFE1W and ALLAN. H... TREMAN, being duly sviorn, depose and say, and each for himself deposes and says, that he, Robert E. Treman, is the president of Cayuga Motor.s.Corpo- ration, and. he, Allan a. Treman, the secretary thereof; that he has read the foregoing_Gertifi- cate of consent of stockholders to mortgage, and knows the contents thereof, and that the same is true to his own knowledge. Eobert E. Treman Allan H. Trepan Subscribed and sworn to before me this 15th day • of July, 1946. Barbara T. Frank Notary Public. Filed and entered duly 16, 1946 at 3:23 P. M. CONSENT OF STOCKHOLDERS AND DIEECT:ORS OF SUCATH, LTD. IN WRITING TO MORTGAGE AND CERTIFICATE THEREOF We, the undersigned, stockholders and directors of SUCATRjjTD.., a domestic corporation organized and existing under the laws of the State of New York, having,it.s office and place of business at Room 4004, 70Pine Street, New York City, New York, and o,iming and holding, the number of shares of stock in said corporation set opposite our names hereto, respectively,. the total number of said shares being not less than two-thirds of the total number of the shares of the capital stock of said corporation outstanding and entitled to vote thereon, do hereby • consent to the execution and delivery by said corporation to The Guardian Life Insurance Company of America, of 50 Union square, Borough of Manhattan, New York City, New York., of a mortgage for Fifty-five Thousand Dollars (P551000.00) upon all of the real property per onal property and franchises of said corporatlon,being particularly described as follows: ALL THAT TRACT. OE RARCEL OF LAND situated in the City., of Ithaca, County of Tompkins • and State of New York, bounded and described as follows: Beginning at an iron pipe in the north line of West State Street three hundred eleven and five. -tenths (311..5) feet nest of the west line of North Albany street and two hundred eighteen and five-tenths.(218.5) feet east of the east line of. North Plain Street, said point being the southwest corner of lands conveyed by Leon E. Spencer and Kathleen, Spencer_, his wife, to Morton. C. Post and Julia C. Post by deed dated February 10, 1945, and recorded in the Tompkins County Clerk's Office in Liber 275 of Elk 40d • • C I • Deeds at Page 275; running thence north one hundred thirty-two and twlo-tenths (13202) feet parallel with North Plain Street and along the west boundary, of. s,ald. Post Lands: to. the -north- west corner thereof located in the south boundary. of lands now or formerly owned by one L. F. Holman; thence west twenty (20) feet along the south boundary of the: Holman lot. to the south- � est corner, thereof located in the east line of premises owned by..Augus.ta. L. Hanshaw; thence south eight and on,: ---tenth (8.1) feet along the east line. of said, Harrshaw lot to ,the southeast corner thereof-; thence crest sixty-six (66) feet along, the south boundary. of .sa1d. 8anshaw lot and a six (6) foot prolongation thereof to a corner in the east boundary of the..R. C. Osborn lot (leased to A. & P..: Super -market); thence south one hundred twenty-four and one -tenth (124.1) feet parallel with North Plain Street and along the -east boundary first.of the L. C. Osborn lot and then the C. E. Van Buskirk lot to an iron pipe set at the southeast corner of the latter. lot and in the north line of West State Street one hundred thirty-two and five - tenths_ (132.5) feet east of the east line of North Plain.Street; thence east eighty-six (86) feet along the north line of East State street to the place of beginning. Together with a right -of -Tway four (4) feet in width adjoining the above:_ described pro- perty on the east and subject to a right-of-way four (4) feet in width off the east side of said property,,,,wvhich said rights -of -way aggregate eight (8),feet.in width and ar.e to be used in..e:ommon by the adjoining owners. TOG rTEW with all fixtures and articles of. _personal property, whether movable or im- movable, now, or at any time hereafter, in, affixed to or used in connection with said pre- mises, the structures thereon, the operation thereof or of the plant thereof:,, all of which shall be deemed to be and shall .form a part of the realty, and are covered and shall be covered by the lien of this mortgage, and as to such sixtur.es and articles of personal property now in, -or attached to said premises,: the mortgagor hereby represents that it has title thereto free and.clear of all prior liens, encumbrances, or condi-tions. The words .«fixtures and arti- cles of personal proper.ty11 as used herein shall be construed and deemed to include, but shall not be -limited to the folloNing, vi : All partitions, engines, motors, dynamos, boilers, fur - and cooking eqquipm:nt, vacuum.clzl-aning system, sprinkler naces, coal and heating, refrigerating, plumbing, gas and electric light system, or other fire prevention and extinguishing equipment and materials, stoves, ranges, awnings, screens, win- dow shades, and all other articles affixed to said 1-remises, or to any building., improvements or -structures erected thereon, or placed therein, and constituting a.par.t of or used or useful in connection with. the operation of said premises, or of any buildings or structures erected thereon, or of the plant thereof. We further consent that a bond accompanying such mortgage be executed and delivered to -The Guardian Life Insurance Company of America, and that both such bond and mortgage be in such form and.contain such Lerms, provisions, conditions and stipulations as may be required the The Guardian Life Insurance Company of Am:-rica, and that said sum of Fifty-five Thousand Dollars ($55,000.0Q.) be payable as set forth in said bond and mortgage. We fwther.consent that the proper officers of such corporation execute such bond and mortgage and any .other papars demanded by Th: Guardian Lile. Insurance Company of America. Gale certify that Philif J. Levin of Room 4004, 70 pine Street, New York City, Neer York, is the President and Treasurer of said corporation, and that Margaret. L. Apgar of Room 4004, 70 Pine Street, New York City, New York, is Secretary of said corporation, and that Arthur A . Levin of Room 4004, 70 Pine Street, Nei` York City, New York, is Vice -President of said corpo- ration. ;Are further certify that the only directors of said corporation are Philip J. Levin, Margaret L. Apgar and Arthur A. Levin, and that the only officers are . Philip;J. Levin, Presi- dent and Treasurer; Margaret L. "pgar, Secretary, and Arthur A. Levin, Vice -President. We further certify that the only stockholder of said corporation is Philip J. Levin, and that he owns 100 shares of common stock, and that there is no other stock of said corporation. 40,E W e further certify that the holaer of all of the stock of said corporation has duly consented in writing to the execution and delivery,.by said corporation to The Guardian Life Insurance Company of America of a bond and mortgage for Fifty-five thousand Dollars ($55,000.00) such mortgage to cover the real property,, personal property and franchises of said.corporation,� as described herein, and to be due and payable as herein provided, and such. bond and,mortgage to contain such terms, provisions, conditions and stipulations as may be required by. The Guardian Life Insurance Company of America. SIGNATURE OF STOCKHOLDER Philip J. Levin PHIL.IP J., LEVIN NUMBER OF SHARES OWNED 100 IN WITNESS WHEREOF this consent and certificate has been made.and subscribed this 20 day of September, 1946. Philip J. Levin PHILIP J. LEVIN-President, Treasurer, Director and Stockholder. Margaret L. Apgar MARGARET L. APGAE--Secretary and Director. SEAL. Arthur A. Levin ARTHUR A. LEV.IN.--Vice-President and Director. STATE OF NEW YORK COUNTY OF NV1 YORK SS.: CITY OF Ned YORK ; On the 20 day of September, 1946, before me personally came PHILIP. J. LEVIN, MARGARET L. APGAR and ARTHUR A. LEVIN to me kno-v;+n to be the .persons described in and who executed the fore- going instrument and they thereupon duly acknowledged to me that they executed the same. STATE OF NEW YORK COUNTY OF NEW YORK SS.: CITY OF NEI; YOF.0 Rhea Feinsilver Notary Public. RHEA FEINEILVER Notary, Public, Bronx County Bronx Co.Clkts No. 18.6,Reg•N.4., 264-F-7 Certificates Filed in NeN York Co. Clkts No. 979,Reg..No. 750-F-7 Kingts Co. Clkts No._96, Reg. No. 473-F-7 Nassau Co. Clkts No. 37-F-47 Westchester Co. Clkts Office Commission Expires March 30, 1947. PHI.LIP J. LEVIN, MARGAEE,T L. APGAR AND ARTHUR A. .LEVIN being duly sworn, depose and say and each being duly sworn., deposes and says that they.have read the foregoing instrument, and know the contents thereof, and that the sane is true to their oven knowledge. Philip J. Levin PHILIP J.. .LEVIN Margaret L. Apgar MAFGARET. L. APGAR Arthur A. Levin ARTFUF A. LEVIN Subscribed and sworn to before me this 20th day of September., 1946. Rhea Feinsilver Notary Public. RHEA FEINSILVE'F Notary Public., Bronx County Bronx Co.rlkt.s No. 186, heg No. 264-F-7 Certificates Filed in New York Co. Clkts No. 9792 Reg. No. 750-F-7 Kings Co. Clkts No. 96, Reg, N.O. 473-F-7 Nassau Co. Clkts No. 37-F-47 Westchester Co. Clkts office Commission Expires March 30, 1947. STATE OF NEW-YORK COUNTY OF NEW YORK SS No. 10025 I, ARCHIBALD R. WATSON, County Clerk and Clerk of the Supreme Court, New York County, the same being a Court of Record having by law a seal, DO HEREBY CERTIFY., that RHEA FEINS.ILVER, whose name..is subscribed to the annexed deposition, certificate of acknowledgment or proof, was at the time:of taking the same a NOTARY PUBLIC acting. in and for said County, duly com- missioned and sworn, and qualified to act as such; that he has filed in the Clerkts.office of the County of New York a certi-irate of his appointment and qualification as a Notary Public U • U E • • • • • for the 'County of BRONY ,,°jith his autograph signature; that as such Notary Public he was duly autlTorized by. the laws of. the State of New York to protest notes, to take and certify deposi- tions,.to administer oaths and affirmation*,,to take affidavits and certify the acknowledgment or proof of deeds and other written instruments for lands, tenements and hereditaments, to be read in evidence or recorded in this State. And further, that J &m well acquainted with the handwriting of such Notary Public, or have compared the signature.of such officer with his autograph.signa.ture filed in my office, and believe that the signature to the said annexed in- strument is genuine. IN WITNESS WHEREOF,.I have hereunto set my hand and affixed my official seal this .25 day of Sept. 1946. Fee paid_Z5j. SEAL. Recorded November g, 1946 at 9:00 A. M. ,Archibald R. Watson County Clerk and Clerk of the Supreme Court, New York County ROBINSON AVIATION, INC. CERTIFICATE THAT STOCKHOLDERS OF F:OBINSON AVIATION, INC. HAVE CONSENTED IN, WRITING TO MORTGAGE, PURSUANT TO SECTION. 16 OF _ THE..N.EVI . YORK STOCK CORPOPATION LAW. We. the undersigned, Cecil S. Robinson and George A. Viehmann, certify, pursuant to Sec- tion 16 of the New York Stock Corporation Law: 1. The said Cecil S. hobinson is the president of Robinson Aviation, Inc., and the said George A. Viehmann is the secretary -thereof. 2. The total number of shares issued and outstanding entitled to vote on.a proposition to mortgage property, and franchises of the corporation is 30,500 shares. 3. The holders of not less, than tvao-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage corporate property and fran- chises, to Suit, the holders of 29,991X97,�) shares, have duly consented., in writing, to the mortgaging; of the real property of the corporation, including. the hangar building,.on.mili- tary Lot #100 in the Town of Lansing, to Cornell University, its.successors or assigns, in an amount not to exceed Forty Thousand Dollars ($40,000.00) of principal. - IN '^WITNESS 1MHERE0F, we have made and subscribed this certificate this 16th day of A ugust, 1946. STATE OF. NEVV JERSEY SS. COUNTY OF BERGEN Cecil S. Robinson George A. Viehmann President Secretary On the 16th day of August, 1946, before me personally came CECIL_S. ROBINSON_and GEORGE A. VIEHMANN, to me-knovin to be the persons described in and who executed the foregoing instru- ment., and they thereupon severally duly acknowledged to me that they executed the same. Phyllis J. Milne, Notary,,Public Notary Public of.N_ew Jersey SEAL My Commission FApirps Feb.5,1951 STATE OF NE171 JERSEY : SS: COUNTY OF BE'FLEN_ I, ALEXANDER ALLAN, Clerk of the County of Bergen g.. ( and also Clerk of the Cizcuit Court and Court of Common Pleas, the same being Courts of Record of the aforesaid County, having;,by law a seal). DO HEREBY CuTIFY, That Phyllis J. Milne. Es�luire, whose name is subscribed to the attached certificate of acknowledgment, proof, or affidavit, was at the time of taking said ac:norrledgment,, proof -or affidavit, a NOTAF_Y PUBLIC, duly .commissioned and sv�orn and residing in said State, and was, as such N.OTAF,Y.PUBLIC, 41O an officer of said State duly authorized by the laws thereof to take and certify the sage, as well as to take and certify the proof and acknowledgment of deeds for the conveyance of land, tenements. or hereditam?nts, and other instruments in writingv, to be recorded in s.aid. State., an that the said acknowledgment is duly._ executed and taken according to the laws of said State, and that full. faith and credit are --and ought to be given to his officiall acts; and I_ further certify that I am well acquainted :6dit._ his handavriting and verily, believe the signature to the attached certificate.is his genuine signature. And, I. do further certify that the impression of the seal of such NOTARY PUBLIC is not required by the laws of this State to be filed in my, office. IN W.ITNF.wS WHEREOF., I have hereunto set my hand .and affixed my official seal. this 14th day of November A.0,,1946. SEAL STATE OF NEW JERSEY SS. COUNTY OF BERG.EN. : Alexander Allan Clerk. Cecil S. Robinson and George A. Viehmann, being duly sworn,, depose and say,, and -.each for himself depose.s and says, that he, Cecil S. hobinson, is the president oS Robinson Aviation, Inc., and he, George:A. Qi.ehmann, the secretary thereof; that he has read the foregoing certi- ficate of consent of stockholders to mortgage, and knows the contents thereof, and that the same is true to his o,,m kno sledge. SEAL Subscribed and sworn to before me, this 16th day of August 1946. Phyllis J..,Ifilne Notary Public NOTARY PUBLIC OF .N.17,N JERSEY My Commission Expires Feb. 51 1951. Recorded November 18, 1946 at 11:29 A. V,. .. Cecil S. Robinson George A. Viehmann We, the undersigned, being respectively the president and the secretary of the Roy H. Park, Inc., do make this certificate pursuant to section sixteen of the Stock Corporation Lave, and certify as follows: The total number of shar=�s of said corporation outstanding entitled to vote on a pro- position that it shall mortgage its property and franchises is 100 shares. The holders of 100 shares, being not less than two-thirds of the total number of shares outstanding entitled to vote thereon, have duly given their consent in writing that said corporation make, execute and deliver a mortgage upon the real property of the corporation located at 406 East State Street, lthaca, New York, in the sum of $15,000 to secure the paymen of a bond of said corporation to the amount of $15,000 to become due and payable at such time as the Board of Directors may determine but not later than May 13, 1957 and to pay interest at the rate of 5I per annum. In witness whereof, vie have wade, subscribed, acknowledged and verified this certificate, • n LJ U this 22 day of April, 1947. Roy H. Park • President SEAL Dorothy Dent Park Secretary STATE OF NEW YORK SS COUNTY OF TOMPKINS On this 22 day of April 1947 before me personally came ROY H. PARK and DOROTHY DENT PARK, to me known and known to me to be the persons described in and who executed the foregoing certi- ficate of consent to mortgage and severally duly acknowledged to ma that they executed the same. IS • • • • r] Frederick B. Bryant Notary Public FREDERICK B. BEYANT Notary Public,State of N.Y. Tomlkins Co. No. 542 Commission Expires March 3U,1945. Recorded June 5, 19l+7 at 9:40 A. M. ROBINSON AVIATION, INC. (CERTIFICATE.THAT STOCKHOLDERS OF FOBINSON AVIATION, INC. HAVE CONSENTED TO SALE OF REAL ESTATE, PURSUANT TO SECTION 20 OF THE NEW YORK STOCK COPPOPATION LAW.;' . We, the undersigned, CECIL S. ROBINSON and GEORGE A.VIEHMANN, pursuant to Section 20 of the New York Stock Corporation Law; 1. That the said Cecil S. Robinson is President of Robinson Aviation, Inc., and that said George A. Viehmann is the Secretary thereof. 2. The total number of shares issued and outstanding entitled to vote on Dec. 11,1946 on a proposition to sell property of the corporation was 28,933. 3. That the holders of not less than two-thirds of the total number of all shares then issued and outstanding entitled to vote on a proposition to sell corporate property and fran- chises to wit, the holders of 28,933 shares 1000% of the total number of outstanding shares en- titled to vote) have duly consented by vote at a meeting of the stockholders caller' pursuant to Section 45 of the New York Stock Corporation Law, to the conveyance of the real property of the corporation, including the hangar building on Military Lot #100, in the Town of Lansing ,Tomp- kins County, New York to Robinson Airlines Corporation. 1947. IN WITNESS WHEREOF, we have made and subscribed this certificate this llth day of June, Cecil S. Robinson President George A. Viehmann, Secretary STATE OF NEW JERSEY COUNTY OF BERGEN SS. On the llth day of June, 1947, before me personally came CECIL : S. r OBINSON and GEORGE A. VIEHMAPIN, to me known to be the per- sons described in and who executed the foregoing Instrument, and they thereupon severally duly ac'mowledged to me that they executed the same. Harriet Desmond SEAL Harriet Desmond Notary public of N. J. STATE OF NEW JERSEY SS. CECIL S. FOBINSON and GEORGE A. VIEfU4ANN, being severally COUNTY OF BERGEN : duly sworn, depose and say, and each for himself deposes and gays, that he, Cecil S. Robinson, is the President of Robinson Aviation, Inc., and he, George A. Viehmann is the Secretary thereof; that each has read the foregoing certificate of consent of stockholders to mortgage, and knows the contents thereof, and that the same is true to his own knowledge. Cecil S. Robinson George A. Viehmann Subscribed and sworn to before me, this llth day of June, 1947. Harriet Desmond Harriet Desmond SEAL Notary Public of New Jersey STATE OF NEW JERSEY : COUNTY OF BERGEN SS. I;: ALEXANDER ALLAN, Clerk of the County of Bergen (arid also Clerk of the Circuit Court and Court of Common Pleas, the same being Courts of Record of the aforesaid County, having by lave a seal) DO HEREBY CERTIFY, That Harriet Desmond Esquire, whose name is subscribed to the attached certificate of acknowledgment, proof or affidavit, was at the time of taking said acknowledg- ment, proof or affidavit, a NOTARY PUBLIC, duly commissioned and sworn and residing in said t&'24' State, and was, as such NOTARY PUBLIC, an officer of said State duly authorized by the laws thereof to take and certify the same, as well as to take and certify the proof and acknowledgment of deeds for the conveyance of land, tenements o_ hereditaments, and other instruments in writ- ing to be recorded in said State, and that the said acknov:ledgment is duly executed and taken according to the laws cf said State, and that full faith and credit are and ought to be given to his official acts; and I further certify that I am well acquainted with his handwriting and verily believe the signature to the attached certificate is his genuine signature. • And I do further certify that the impression of the seal of such NOTARY PUBLIC is not required by the laws of this State to be filed in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this llth day of June A. D.11947. Alexander Allan Clerk. • SEAL --------- -- Deputy Recorded June 26, 1947 at 10:45 A. M. ROBINSON AIRLINES CORPORATION CERTIFICATE THAT STOCKHOLDERS OF ROBINSON AIRLINES CORPORATION HAVE CONSENTED IN WRITING TO MORTGAGE, PURSUANT TO SECTION 16 OF THE NEW YORK STOCK CORPORATION LAW. We, the undersigned, CECIL S. ROBINSON and KEITH DAVIS, certify, pursuant to Section 16 of the New York Stock Corporation Law: 1. That the said Cecil S. Pobinson is President of Robinson Airlines Corporation, and that said Keith Davis is the Secretary thereof. 2. The total number of shares issued and outstanding; entitled to vote on a proposition to mortgage property and franchises of the corporation is 116,600. 3. That the holders of not less than tiro -thirds of the total number of all shares issued I and outstanding entitled to vote :-)n a proposition to mortgage corporate property and franchises, to wit, the holders of 89,0..2 shares (71% of the total number of outstanding shares entitled to vote) have duly consented, in writing, to the mortgaging of the real property of the corpora- tion, including the hangar building, on Military Lot #1.00 in the Town of Lansing, Tompkins County, New York, to Cornell University, its successors or assigns, in the principal sum of Ten Thousand Dollars ($10,000.00) of principal. (Said mortgage being an additional mortgage) IN WITNESS WHEREOF, we have made and subscribed this certificate this llth day of June, 1947. Cecil S. Eobinson President SEAL Keith Davis STATE OF N. J. COUNTY OF BERGFN Secretary S.S. On the llth day of June, 1947, before me personally came CECIL S. ROBINSON and KEITH DAVIS, to me known to be the persons de- scribed in and -who executed the foregoing Instrument, and they thereupon severally duly acknow- ledged to me that they executed the same. Harriet Desmond SEAL Notary Public of N. J. STATE OF N. J. "'S. CECIL S. FOBINSON and KEITH DAVIS, being severally duly sworn, de - COUNTY OF BERGEN pose and say, and each for himself deposes and says, that he,Cecil, F. Robinson, is the President of Robinson Airlines Corporation, and he, Keith Davis is the Secretary thereof; that each has read the foregoing certificate of consent of stockholders to mortgage, and knows the contents thereof, ano that the same is true to his own knowledge. Cecil S. Eobinson Keith Davis Subscribed and sworn to before me this llth day of June, 194%'. 11 171 C� Harriet Desmond SEAL Harriet Desmond Notary public of N. J. �n STATE OF NEW JERSEY M SS COUNTY OF BERGEN ~� 1 i3 I, ALEXANDER ALLAN, Clerk of the County of Bergen (and also Clerk of the Circuit Court and Court of Common Pleas, the same • • u llbeing Courts of Record of the aforesaid County, having by law a seal) !DO HFREBY CERTIFY, That Harriet Desmond Esquire, whose name is subscribed to the attached certi- 1,ficate of acknowledgment, proof or affidavit, was at the time of taking said acknowledgment, proof or affidavit, a NOTARY PUBLIC, duly commissioned and sworn and residing in said State, and was, as such NOTARY PUBLIC, an officer of said State duly authorized by the laws thereof to take and certify the same, as well as to take and certify the proof and acknowledgment of deeds for the conveyance of land, tenements or hereditaments, and other instruments in writing to be recorded in said State, and that the said acknowledgment is duly executed and taken according to the laws of said State, and that full faith and credit are and ought to be given to his official acts; and I further certify that I am well acquainted with his handwriting and verily believe the signature to the attached certificate is his genuine signature. And I do further certify that the impression of the seal of such NOTARY PUBLIC is not required by the laws of this State to be filed in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this llth day of June A.D.,1947. SEAL Alexander Allan Clerk. - ---------- Deputy ROBINSON AIRLINES CORPORATION CONSENT OF STOCKHOLDERS TO MORTGAGE REAL PROPERTY We, the undersigned, stockholders of Robinson Airlines Corporation, a New York corpora- tion, having an office at 121 East Seneca Str�et, in the City of Ithaca, County of Tompkins and State of New York, each owning the number of shares set oprosite his signature hereto, and oiming, collectively, at least two-thirds of the total number of shares outstanding entitled to vote thereon, Consent that Robinson Airlines Corporation borrow from Cornell University the sum of Ten Thousand Dollars ($10,000.00) in connection with the grading and improvements of runways, taxiways, etc, and for the improvement of the airport on Military Lot #100 in the Town of Lan- sing, Tompkins County, New York, on such terms as the President may arrange, and we do further consent that said corporation make, execute and deliver to Cornell University, its successors or assigns, a mortgage covering all of the real estate and interests therein, including the hangar of Robinson Airlines Corporation located on said Military Lot #100 in the Town of Lansing, and to execute and deliver its bond or note evidencing such loan on such terms as the Presi- dent may arrange, and to affix the corporate seal thereto. Dated June 11, 1947. Stockholders Number of Shares Robinson Aviation, Inc. SEAL 892042 CSR By C. S. Robinson As President STATE OF NEW YOFK COUNTY OF TORKPKINS Sc On this 24th day of June, Nineteen Hundred and forty-seven � CITY OF ITHACA before me personally came CECIL S. ROBINSON, to me personally : kno-�vrn who, being by me duly sworn did depose and say that he • resides in the Town of Ithaca, Tompkins County, New York; that he is the President of Robinson Aviation, Inc., the corporation described -in and �vhich executed the above Instrument; that he knows the seal of said corporation; that the seal affixed to said Instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. A_,lan H. Treman ALLAN H. TREVIAN, Notary Public in the State of New York, Tompkins County No. 380 Commission Expires March 30, 1948. 414 STATE OF N. J. COUNTY OF BERGEN SS KEITH DAVIS, being duly sworn, deposes and says that'he re - CITY OF TETEF.BORO : sides at 160 Gordonhurd Avenue, Montclair, NewJersey that he is the Secretary of Robinson Airlines Corporation and has the custody of its stock book; that he has examined the foregoing consent to mortgage and the number of shares set opposite the name of each stockholder with the entries in said stock book; that the figures appearing opposite the names of each said stockholder truly represent the number of shares standing in the name of such stockholder and that he verily believes that the • ,,Signatures of the individual stockholders, if any, are the true signatures of such stockholders land that the execution on behalf of a corporate stockholder is by its duly and properly author- ized officer, and that the stockholders who have signed such consent together constitute the holders of record of at least two-thirds of the shares of said corporation entitled to vote • thereon. Keith Davis Sworn to before me, this llth day of June, 1947. Harriet Desmond Harriet Desmond SEAL Notary Public of New Jersey Fecorded June 26, 1947 at 10:46 A. M. CT. y"Fu CERTIFICATE THAT STOCKHOLDERS OF FAIRVIEW MANOR REALTY CO. INC., HAVE CONSENTED IN WRITING TO MORTGAGE PROPERTY PURSUANT TO SECTION 16 OF THE STOCK COFPOFATION LAW. we, the undersigned Norbert H. Schickel and Marie J. Schickel certify pursuant to Section 16 of the Stock Corporation Law: 1. That Norbert H. Schickel is the President of Fairview Manor Fealty Co. Inc., and Marie J. Schickel is the Secretary thereof. is 2. The total number of shares issued and outstanding entitled to vote on a proposition to mortgage the property of the Corporation is three hundred shares. 3. The holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the Corporate property, to wit: the holders of 299 shares, have duly consented in writing to the mortgaging of the real property of, the Corporation known briefly as the apartment house located at 518-522 Dryden Road and L23 Oa Avenue, Ithaca., New York and fully described in the deed from Norbert H. Schickel to Fairviewi,, Manor Realty Co. Inc. dated October 29, 1938 and recorded in Tompkins County Clerk's Office in Liber 249 of Deeds page 131, to New York Life Insurance Coml:any to secure the payment of prin- cipal and interest.of a bond to be issued by said corporation to New York Life Insurance Com- pany for the sum of $170,000.00 payable in monthly installments of $.851.70 to apply on the principal and interest on unpaid balances at the yearly rate of 32%, and further consented in writing that the Corporation may execute and deliver to New York Life Insurance Company a Chattel �!ortgage covering any interest it may have in the furniture, furnishings, fixtures and . equipment used in the operation of the apartment house, as further collateral security for the r payment of said Bond and Real Estate Mortgage. IN WITNESS WHEREOF we.have made and subscribed this Certificate this 27th day of June, 1947. Norbert H. Schickel • President Marie J. Schickel Secretary STATE OF NEW YORK e5 On this 30th day of June, 1947 before me, the subscriber, person - COUNTY OF CHEMUNG ally appeared NORBERT H. SCHICKEL to me known and known by me to be the person described in and who executed the foregoing instrument and he personally acknow- ledged to me that he executed the sane. De Forest E. Fox De FOE EST E. FOX, Notary Public Nee, York State,Chemung Co. #284 Commission Expires March 30, 1949. 4 15 F� • • STATE OF NEYT YORK COUNTY OF CHEMUNG SS I, THOMAS B. BOWLBY, Clerk of the County of Chemung, and also Clerk of the County Court of said County, and of the Supreme Court, both being Courts of Records having a common seal do hereby certify, that De Forest E. IFox whose name is subscribed to the certificate of proof, acknowledgment or affidavit of the annexed instrument in writing, was at the time of taking such proof, acknowledgment or affidavit, a NOTARY PUBLIC in and for said County, duly commissioned and sworn and authorized to take and I!certify the same and authorized by the Laws of said State to take the acknowledgments and proofs of deeds or conveyance for land, tenements or hereditaments in said State of New York; and further, that I am well acquainted with the hand writing of such Notary Public and verily be- 1lieve the signature to the said certificate or proof, acknowledgment or affidavit is genuine. I further certify that an impression of the seal of said notary is not required by law to be filed in this or'fice. IN WITNESS 17HEREOF, I have hereunto set my hand and affixed the seal of said County and ,Courts at Elmira, N. Y., the 30 day of June, 1947. Thos. B. Bowlby Clerk SEAL By Jessie M. Hungerford Deputy Clerk STATE OF NEW YORK COUNTY OF MONFOE SS On this 27 day of June 1947 before me, the subscriber, person- ally appeared MARIE J. SCHICKEL to me knoNn and known by me to be the person described in and who executed the foregoing instrument and she personally acknow- ledged to me that she executed the same. STATE OF NEW YORK • SS. .'COUNTY OF b!IONROF : VONROE COUNTY CLERK'S OFFICE • Lewis D. Clements LEXIS D. CLEMENTS Notary Pubic, State Of N X,County of Monroe Commission Expires, March 30, 1949. I, WALTEF H. WICKING, Clerk of the County of Monroe, of the County Court of said County, and of the Supreme Court both being Courts of Record, raving a common seal, DO CERTIFY, that Lewis D. Clements, before whom the annexed Oath, Affidavit, Acknowledgment pur- I ports to have been made or taken, and certified by him, oas at the time of the making of taking hereof a NOTARY PUBLIC in and for said State and vas duly authorized to take the same, and was uthorized by the laws of this State to take and certify the acknowledgment and proof of deeds to e recorded in this State; that I am well acquainted with his handwriting and verily believe is signature thereto is genuine and that such officer is not required by law to have a seal nor s he required to have a specimen impression thereof filed or depositied in this office, or re- orded, filed or deposited in any other place. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of said Court this 27th day of June 1947. A 3690 SEAL STATE OF NTAI YORK CS COUNTY OF CH"lIUNG I-dalter H. Wickins By Lewis D. Clements Clerk Deputy Clerk NORBERT H. SCHICKEL being duly sworn deposes and says that he is the President of Fairview Manor Realty Co. Inc.; that he has read the foregoing.Certificate of Consent of Stockholders to Mortgage and knows the con- tents thereof and that the same is true to his own knowledge. S+yorn to before me this 30th day of June 1947. De Forest E. Foy: DE'FOFFST E. FOX, Notary Public New York State, Chemung Co. #284 Commission Expires March 30, 1949. Norbert H. echickel 416 STATE OF NEW YORK COUNTY OF TOM_PKINS : SS MARIE J. SCHICKEL being duly sworn deposes and says that she is the Secretary of Fairview Manor Realty Co. Inc.; that she has read the foregoing Certificate of Consent of stockholders to mortgage anti knows the con- tents thereof and that the same is true to her o-r,n kno,Yledge. Marie J. Schickel Sworn to before me this 30th day of June 1947. Enos A. Pyle • Notary Public, Tompkins Co. No. 502 Comm Exp 3/30/48 Recorded June 30, 1947 at 3:00 P. M. • CLr��F.K CERTIFICATE OF INCORPORATION OF GLAD TIDINGS ASSEMBLY. (Pursuant to Article 10 of the Religious Corporations Law.) We, the undersigned, all being persons of full age, of whom at least two-thirds axe citi- zens of the United States and at least one a resident of the State of Neer York, for the purpose of incorporating an unincorporated protestant church, pursuant to Article 10 of the Religious Corporations Law, hereby certify as follov,,s: 1. A meetingof Glad Tidings Assembl an unincorporated � duly g y, p protestant church, wa. y called and held in conformity with the aforesaid article of the Religious Corporations La- at Groton, New York, on the 2nd day of July, 1947, at which meeting a majority of the duly quali- fied voters of said church., being at least six in number, were present. 2. At said meeting Bessie M. Conklin, one of the subscribers hereto, was presiding officer, and Ruth D. Cook, John L. Reese, Benn Tichenor, Albert Brown and Newman Harvey, the other subscribers hereto, were present and voted thereat. 3. At said meeting it was duly decided that said church should become incorporated. • 4. The name of the proposed corporation, as decided on at said meeting, is to be GLAD TIDINGS ASSEMBLY. 5. The number of trustees thereof shall be three. 6. The names of the persons elected as trustees, and the terms of office for which they were respectively elected are as follows: Benn M. Tichenor, Merle Tichenor and John L. Reese, to hold office until the first annual election of trustees thereafter. 7. The principal place of worship of said church is located in the pillage of Groton, and County of Tompkins. IN NITNESS WHEREOF, vie have executed and acknowledged this certificate this 2nd da; of July, 1947. Bessie M. Conklin Ruth D. Cook John L. Reese Benn M. Tichenor Albert Brown Newman Harvey • STATE' OF NEI� YORK : SS COUNTY OF TOPAFKINS On this 2nd day of July 1947, before me, the subscriber, personally appeared Bessie M. Conklin, Ruth D. Cook, John L. Reese, Benn Tichnor, Albert Bro-im and Newman Harvey, to me known and knoun to me to be the same persons described in and who executed the foregoing Certificate of Incorporation, and they severally acknowledged to me that they executed the same. . Seal. Garnet M. Jacobs Notary Public. GARNET M. JACOBS Notary Public State of New York, County of Tompkins N0.219 My Commission Expires March 30, 1949. Recorded July 5, 1947 at 11:05 A. M. CLnFK 41� NEW YORK TELEPHONE COMPANY CERTIFICATE OF CONSENT OF STOCKHOLDER PURSUANT TO SECTION 1.6 ri U 0 EA OF THE STOCK CORPORATION LAIC:'. The undersigned 0. M. Taylor and P. N. Edv,;arils being, respectively, a Vice President and Secretary of Nei, York Telephone Company,. a corporation duly organized and existing under the laws of the State of Neal York and having its principal place of business at No. 140 West Street, in the Borough of Manhattan, City, County and State of New York, HEREBY CERTIFY that the holder of not less than taro -thirds of the total number of shares of said New York Telephone Company outstanding entitled to vote theroon has duly given its consent in writing to the execution and delivery of the Fourth Supplemental Indenture dated as of July 15, 1947, made by and between said Nem York Telephone Company and Bankers Trust Company, Trustee, said Fourth Supplemental Indenture being supplemental to the Refunding Mortgage dated October 1, 1921, likewise made by and between said Nef� York Telephone Company and said Bankers Trust Company, Trustee, as amended and supplemented by Supplemental Indenture executed on June 15, 1937 and dated as of July 1, 1937, and the Second Supplemental Indenture executed on October 20, 1939 and dated as of October 15, 1939, and Third Supplemental Indenture executed on November 12, 1940 and dated as of October 15, 1940, between the same parties. In �Titness Whereof., we have made and subscribed this Certificate this llth day of July,1947. 0. M. Taylor Vice President. P. N. Edwards Secretary. ,STATE OF h17" YOFK SS.: On this llth clay of July, 1947, before me personally came 0. COUNTY OF NEW YORK : M. Taylor and P. N. Edwards, to me known and known to me to be the individuals described in and who subscribed and executed the foregoing Certificate as Vice President and Secretary, respectively, of New York Telephone Company, and they severally acknow- ledged to me that they subscribed and executed the same. Herbe'z f- Leigh HERBERT L E IG H Notary public, State ::f New York Seal Residing in New York County N.Y.Co.ClkTs No. 321,Feg. No. 352-L-9 Bronx Co.Clkts No. 40 Reg.No.124-L-9 Kings Co.Clkts No.721 Reg.No. 284-L-9 Queens Co.Clkts No.2317,Reg.No.174-L-9 Commission EXpires March 30, 1949. STATE OF NEW YORK No. 38417 SS. ; I, ARCHIBALD R. WATSON, County Clerk and Clerk of the Supreme COUNTY OF NMI.' YORK Court, New York County, a Court of Record having by law a seal, DO HEREBY CEFTIFY,that Herbert Leigh vhose name is subscribed to the annexed affidavit, deposition, certificate of acknowledgment or proof, ,was at the time of taking the same a NOTARY PUBLIC in and for the State of New York, duly commissioned and sworn and qualified to act as such throughout the State of New York; that pursuant to law a commission, or a certificate of his • appointment and qualifications, and his autograph signature, have been filed in my office; that as such Notary Public he was duly authorized by the laws of the State,of New York to administer oaths and affirmations, to receive and certify the ackno"ledgment or proof of deeds, mortgages, powers of attorney and other written instruments for lands, tenements and hereditaments to be read in evidence or recorded in this State, to protest notes and to take and certify affidavits and depositions; and that I am eaall acquainted with the handwriting; of such Notary Public, or have compared the signature on the annexed instrument with his autograph signature deposited in my office, and believe that the signature is genuine. IN W ITNESc WHEREOF, I have hereunto set my hand and affixed my official seal this 11 day of July, 1947. Fee Paid 2c0 '"� Archibald R. ' Watson, County Clerk and Clerk of the Supreme Court, SEAL New York County STATE OF NEW YORK SS.: 0. M. Taylor and P. N. Edwards being severally duly sworn de - COUNTY OF NEIN YORK : pose and say, and each of them deposes and says that the fore- going Certificate subscribed and acknowledged by them is true in all respects. 0. M. Taylor P. V. Edwards Severally sworn to before me this llth day of July, 1947. Herbert Leigh • HERBERT LEIGH I' Notary. Public, State of New York, �! Residing in New York County N. Y. Co.Clk?s No. 321, Reg. No. 352-L-9 Bronx Co. Clkts No. 402 Reg. No.124-L-9 SEAL Kings Co. Clkfs No. 72, Reg.No. 284-L-9, Oueens Co. Clkt s No. 2317 Beg. No. 174-L-9 Ij Commission Expires March 30, 1949. • STATE OF NEP; YORK SS.: No. 38418 COUNTY OF NEW YORK I, ARCHIBALD R. WATSON, County Clerk, and Clerk of the � 1Supreme Court, New York County, a. Court of Record having by law a seal, DO HEREBY CERTIFY that Herbert Leigh whose name is subscribed to the annexed affidavit, deposition, certificate of acknowledgment or g proof, was at the time of taking the same a NOTARY PUBLIC in and for the h'State of New York, duly commissioned and sworn and qualified to act as such throughout the II State of hew York; that pursuant to law a commission, or a certificate of his .appointment and i laualifications, and his autograph signature, have been filed in my office; that as such Notary J ',Public he was duly authorized by the laws of the State of New York to administer oaths and �I affirmations to receive and certify the acknowledgment or . � Y g proof of deeds, mortgages, powers of�j attorney and other written instruments for lands, tenements and hereditaments to be read in 'I evidence or recorded in this State, to protest notes and to take and certify affidavits and de-� positions; and that I am well acquainted y,iith the handwriting of such Notary Public, or. have . !compared the signature on the annexed instrument with his autograph signature deposited in my �bffice, and believe that the signature is g neuine. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this .w I 11 day of July, 1947. i Archibald R. Watson Fee paid 251 County Clark and Clerk of the Supreme Court, II SEAL New York County. i Recorded July 16, 1947 at 3:34 P. M. CERTIFICATE THAT.STOCKHOLDERS OF TREMAN, KING & COMPANY HAVE CONSENTED IN WRITING TO MORTGAGE, PURSUMIT TO SECTION 16 OF THE NEW YORK TOCK CORPORATION LAW. We, the undersigned, ROBERT.E. TREMAN, and ERNEST A. DAHMEN2 JR. certify, pursuant to Section 16 of the Nea York Stock Corporation La.,: 1. That said hobert E. Trariian is the President of Treman, King & Company, z7.nd the said • Ernest A. Dahmen, Jr. is the S-�cretary thereof'. 2. The total number of shares issued and outstanding entitled to vote_nn.a proposition to mortgage property and franchis :s of the corporation is 6405. 3. The holders of not less than t.�o-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage corporate,property and fr�.:.nchises, to wit, the holders of over 430E shares, have duly consented, in Writing, to the mortgaging o real property of the corporation to secure a mortgage loan of *21,000.00 from Ithaca Savings Bank. 4• True codas of the consent aie attached hereto as Schedule A. 1947. IN WITNESS WHEREOF. we have made and subscribed this certificate this 29th day of July, Robert E. Treman, President SEA, Ernest A. Dehmen, Jr. Secretary, 4 19 STATE OF NEW YORK e.� • COUNTY OF.TOMPKINS = Ss- On the 29th day of July, 1947, before me personally came CITY OF ITHACA ROBERT E. TREMAN.and ERNEST A.DAHMEN, JR., to me known to be the persons described in and who executed the foregoing instrument,and they thereupon severally duly ackno.v+ledged to me that they executed the same. Allan H. Treman ALLAN H. TREMAN,.Notary Public in the State of New York,Tompkins County No.300 Commission Expires March 30., 1948. ..STATE OF NEWYORK ROBERT E_. TREMAN and ERNEST ,A DAHMEN, JR. being each duly !COUNTY OF TOMPKINS SS.. sworn, depose and say, and each for himself deposes and says, CITY OF ITHACA, that he, Robert E. Treman is the President of TFEMAN, KING & COMPANY, and he, Ernest A. Dahmen, Jr. is the Secretary thereof; that they each have read the foregoing Certificate of Consent of Stockholders to mortgage and know the contents thereof and that the same is true to their o n knov:lE�dge. Robert E. Treman Ernest A. Dahmen, Jr. Subscribed and sworn to before me this 29th day of July, 1947. Allan H. Treman ALLAN. H. TREMAN, Notary public in the State of New York, Tompkins County No. 300 Commission Expires Larch 30, 1948. SCHEDULE A. Over two-thirds of the total number of all shares of stock of Treman, King & Vompany issued and outstanding entitled to vote on a proposition to mortgage corporate property and franchises have consented in writing by, one or the other of the following consents: nCONSENT OF STOCKHOLDERS IN WRITING,TO MOFTG.AGE PROPERTY ..(pursuant to Section 16, Stock Corporation Law) We, the undersigned, stockholders of TEEMAN, KING & COMPANY., .each owning the number of shares set opposite his signature hereto, and owning, collectively, two-thirds_pf:..the shares outstanding entitled to vote thereon, Consent that said corporation borrow up to, but not to exceed the amount of 1,000.00 from the ITHACA SAVINGS BA11K, or other lending institution, and that ROBERT E. TREMAN, its President, is hereby authorized and empowered to act in this matter; that he is hereby author- ized and empowered to execute a bond and mortgage to said ITHACA SAVING: BANK, or other lending institution, in a sum not to exeeed $21,0.00.00, upon such terms and conditions as may be arrang- ed with said ITHACA SAVINGS_BANK, or.other lending institution, and covering such premises of TREMAN, KING & COMPANY,. as may be approved by the Board of Directors, and do any and all other things requisite in closing such mortgage loan. Dated: May 21, 1947n. "Pursuant to Sec. 16 of the N. Y. Stock Corp. Lave Thy undersigned stockholder of Treman, King & Co.. hereby consents to its borrowing not over $21,�)OO.00 from the Ithaca Savings Bank or other institution on its bond to be secured by real estate mortgage, on such terms and conditions the President or the Board of Directors of Treman, King j, C.OL. may arange.r Recorded July 29,. 1947 at 12:30 P. M. GENERAL FUEL & SUPPLY, INC. TRUMAN SBURG, N . Y. STOCKHOLDERSt �LETING We, the undersigned, together constituting all the imeinbers and holders of all the out- standing capitAl stock of General Fuel Sc Supply, Inc., a corporation, do hereby waive service and publication of notice, and lapse of time, of special Meeting of stockholders of said corpo- 0 ration for the purpose of voting on the following resolutions;- lst. To approve the business transacted to date for the corporation by its officers and directors; 2nd. To mortgage the real property to Charles L. Steenberg for $5000. to secure the payment of a loan of that amount already made by him to the corporation; and 3rd. To Mortgage any or all personal property to Charles L. Steenberg for $7000. to secure the payment of another loan of that amount already made by him to the corporation. And we consent that said meeting be held at the office of the. 'corporation on King Street in Trumansburg, N. Y. at 8 o'clock, P. U., June 27th, 1947. Shareholders Charles L. Steenberg (signed) 80 shares Robert C. Bowers (signed) 40 shares Pursuant to the above waiver- of notice, a meeting of the stockholders of GENERAL FUEL & SUPPLY, INC. Was held June 27th, 1947 at 8o'clock P. M., presided over by president, Charles L. Steenberg. Roll Call showed that all stockholders were present as follows: -Charles L. Steenberg owner of 80 shares, and Robert C. Bowers, owner of 40 shares. Upon motion duly seconded and carried, it was resolved that the business transacted to date for the corporation by its officers and directors be approved. A motion was made, seconded, and carried, that, whereas our corporation is indebeted unto Charles L. Steenberg in the sum of twelve thousand dollars and the accrued interest thereon, for money loaned, and whereas he has asked that we better secure the payment of said loan, therefore be it resolved that we mor a e our real property in the amount of five thousand dollars and our personal property in the amount of seven thousand dollars plus accrued interest to Charles L. Steenberg, said mortgages to bear interest at the rate of five percent, and that' our secretary Robert C. Bowers, and our president, Charles L. Steenberg, be empowered to exe- cute said mortgages and to work out the details as to payments, times of payment, and personal' property to be covered. Meeting adjourned. Robert C. Bowers. (Signed) Sec. Certificate. I have compared the foregoing with the resolution duly adopted by all the stockholders of the General Fuel & Supply, Inc. of Trumansburg, New York at a Special meeting of said stock- holders duly called and held at the office of the said corporation on King Street in Trumans- burg, New York at 8 o'clock P. M. June 27th, 1947; and I hereby certify the foregoing to be a correct copy of said resolution, so adopted, and of the whole thereof, and that the same has not been revoked and rescinded. Robert C. Bowers Secretary. Recorded August 27, 1947 at 1:15 P. IVi. 1�1 • Certificate that stockholders of DRISCOLL BROS. & COMPANY have consented, by vote, to • ,mortgage pursuant to section 16 of the Stock Corporation Law. We, RAYMOND P. DRISCOLL and JOHN W. MAC DONALD, being the President and the Secretary of DRISCOLL BROS. & COMPANY certify, pursuant to section 16 of the Stock Corporation Law: 1. The total number of shares of said Corporation issued and outstanding entitled to vote in proceedings to mortgage the property and franchises of the corporation is 1,200 shares. • 2. The holders of two-thirds of the total number of shares issued and outstanding entitled to vote thereon, to wit: the holders of 1,200 snares, have consented by vote at a special meeting of the stockholders called for the purpose in the manner provided by section 45 of the' Stock Corporation Law, that any or all of the real properties of the corporation be mortgaged for the purpose of securing the payment of --the corporation's bond or bonds to be issued in an aggregate amount nct exceeding $27,000.00. 421 3. Said meeting of stockholders was at No. 135 South Aurora Street, in the City of Ithaca, New York on the 23rd day of August, 1947, and the following is the true copy of the • • • n U resolution adopted thereat. RESOLVED that we, the stockholders of said DRISCOLL BROS. & COMPANY, consent that said corporation borrow such sum or sums of money, not to exceed in the l aggregate the amount of Twenty-seven Thousand Dollars (.1927,000.00), as in the judgment of the board of directors may be sufficient for various corporate purposes and that it issue and dispose of its bond or bonds for the ;mount so borrowed and that it mortgage any or all of its real property and franchises as may be determined to be necessary by the Board of Directors, to the Tompkins County Trust Company, or to such other mortgagee as may be selected by the directors of this corporation, for the purpose of securing payment of the principal of such bonds and the interest thereon, and be it further RESOLVED, that we the stockholders of DRISCOLL BROS. & COMPANY, consent that the board of directors, under such resolution as they may adopt, may confer on the holder of any such bonds the right to convert the principal of the debt evidenced thereby into stock of the corporation within such period as may be fixed by the reso- lution o*the directors conferring the right of conversion. IN WITNESS 111HEREOF, we have made and subscribed this certificate in triplicate this 23rd day of August, 1947. Raymond P. Driscoll President SEAL John N. igac Donald Secretary �iSTATE OF NEW YORK SS COUNTY OF TOMPKIN S On this 23rd day of August, 1947, before me personally came Raymond P. Driscoll and 'John 'V.. aacDonald, to me known to be the persons described in and who executed the foregoing certificate and they thereupon severally duly acknowledged to me that they executed the same. Francis M. McCann Notary Public, Tompkins County,N. Y. FRANCIS M. MCCann Notary Public in the State of New York. County of Tompkins No. 277 Commission Expires march 30, 1950. 'STATE OF NEW YORK j ss . (COUNTY OF TOMPKINS Raymond P. Driscoll and John W. gacDonald being first duly sworn, depose and say and each for himself deposes and says that lie, Raymond P. Driscoll is the president of Driscoll Bros. & Company, and he, John W. MacDonaldis the secretary thereof, that he has read the fore - ,going certificate of consent of stockholders to mortgage and knows the contents thereof and i. lthat the same is true to his own knowledge. Raymond P. Driscoll John W. Mac Donald Subscribed and sworn to before me this 23rd day of August 1947. Francis M. McCann Notary Public, Tompkins County, New York FRANCIS %A. i�cCANN Notary Public in the State of New York County of Tompkins No. 277 Commission Expires March 30, 1950. Recorded October 10, 1947 at 1:29 P. 1. 1"A CERTIFICATE THAT STOCKHOLDERS OF CORPORATION ENTITLED -TO VOTE ON MORTGAGING PROPERTY HAVE CONSEPITED, IN WRITING, TO MORTGAGE, PURSUANT TO SECTION 16 OF THE STOCK CORPORATION LAW. We, the undersigned, Milton E. Lanphear and William R. Lanphear, certify, pursuant to Section 16 of the Stock Corporation Law: 1. That the said Milton E. Lanphear is the president and William R. Lanphear is the Secre- tary of Aurora Heights, Inc. • 2. That the total number of shares issued and outstanding entitled to vote on a proposi- tion to mortgage the property of the Corporation is 658 shares. 3. That the holders of not less than two-thirds of the total number of all shares issued and outstanding entitled to vote on a proposition to mortgage the corporate property, to w1t' the holders of 658 shares, have duly consented in writing, to the mortgaging of the real pro- • perty of the corporation for the purpose of securing the payment of the principal of, and interest on a bond and mortgage to be executed by said corporation in an aggregate amount net to exceed $481,300.00. 4. That the following is a true copy of such consent: We, the undersigned stockholders of AURORA HEIGHTS, INC., Each owning the number of shares set opposite his signature hereto and owning collectively two-thirds of the shares outstanding, entitled to vote thereon, Consent that said corporation borrow such sums, not to exceed in the aggregate the amount of $481,800.00 as in the judgment of its Board of Directors may be necessary for the transact- ion of its business, and make, execute and deliver a bond and mortgage to the liarine Trust Company of Buffalo dated not later than the 1st day of December, 1947, to mature not earlier than 32 years, nor later than 35 years, from the date of issue, unless prepaid pursuant to rider attached to the bond and mortgage and bearing interest at a rate of not more than four • percent per annum for the amount so borrowed, and we do further consent that said corporation make, execute and deliver its bond and mortgage of the real property, hereinafter described, of said corporation to secure the payment of the said principal and interest of said mortgage. THAT TRACT AND PARCEL OF LAND situate in the City of Ithaca, County of Tompkins, and State of New York, bounded and described as follows: Commencing at a pipe set in the easterly line of South Aurora Street at the Northwesterly corner or premises conveyed to the grantor herein by Frank T. Starkins and sife by deed dated March 16, 1916, and recorded in the Tompkins Coun- ty Clerkts Office July 11, 1916 in Liber 187 of Deeds at page 40, which pipe also marks the southwest corner of premises of Frank Speno; thence southwesterly along the easterly line of South Aurora Street 26.5 feet to an old pin set in the northerly corner of premises now owned by Harry Helm and wife; thence southeasterly at right angles with the easterly line of South Aurora Street, along the northerly line of premises of Helm 130 feet to a pipe set in the easterly corner thereof; thence southwesterly parallel to the easterly line of South Aurora Street, along the easterly line of said Helm premises 50 feet to an angle iron post; thence • southeasterly at right angles with the easterly line of South -aurora Street 50 feet along premises of Joseph Lockwood to a pipe at the easterly corner thereof; thence southwesterly a- long said Lockwood premises and parallel with the easterly line of South Aurora Street 50 feet to a pipe at Lockwaood's southerly corner, being also the easterly corner of premises of Robert D. Wills and wife; thence continuing on the same course and along the easterly line of said • Wills premises 56.3 feet to a pipe; thence south along the east line of a triangular r� acel conveyed, or to be conveyed, to Wills 51 feet to a pipe set in the northerly line of Grandview Avenue: thence easterly along the northerly line of Grandview Avenue 245.5 feet to a point one foot south of the center of an existing City of Ithaca fire hydrant; thence south 20 feet a- long the east end of Grandview Avenue; thence easterly 355 feet along an old hedgerow to a pin; thence northeasterly at an interior angle of about 96' with the course last above de- scribed and along premises of Frank Speno 316.5 feet to a pipe; thence westerly at an interior 423 M angle of about 84' 30t to the last above described course 703 feet along premises of Frank M r Speno to the point or place of beginning. There is also hereby conveyed all remaining reghts of the grantor in and to Grandview Avenue adjoining the premises above described. Subject to a right of way for the installation and maintenance of a water main granted to the City of Ithaca by deed dated February 12, 1940 and rrecorded in the Tompkins County Clerk's • Office April 5, 1944 in Liber 270 of Deeds at page 296. Being a portion of the premises conveyed to Morse Chain Company by Frank T. Starkins and wife by deed dated Larch 16, 1916 and recorded in the Tompkins County Clerk's office July 11, 1916, in Liber 187 of Deeds at page 40. The above described premises are more particul-xrly shown on a map entitled "Morse Chain Co. Property on Grandview Aven,,.e", dated July 16, 1947 made by Carl Crandall, C. E. which is attached hereto and made a part thereof. SIGNATURES NUMBER OF SHARES William R. Lanphear 1 William R. Lanphear Milton E. Lanphear 1 Milton E. Lanphear Alden R. Lanphear 1 Alden R. Lanphear Claude C. Lanphear I Claude C. Lanphear Merton D. Ellison 1 Merton D. Ellison Chester R. Hallock 1 Chester R. Hallock STATE OF NEW YORK • COUNTY OF STEUBEN SS. CITY OF CORNING On this 12th day of November 1947 before me personally appeared WILLIAM R. LANPHEAR,MILTON E. LANPHEAR, ALDEN R. LANPHEAR, CLAUDE C. LANPHEAR, MERTON D. ELLISON, AND CHESTER R. HALLOCK, to me known to be the persons described in and who executed the foregoing consent to mortgage and they thereupon severally, duly acknowledged to me that they executed the same. John D. Young Votary Public Tompkins County #629 Notary Public #768 My Commission Expires March 30, 1948. STATE OF NEW YOLK COUNTY OF STEUBEN SS CITY OF CORNING William R. Lanphear, being duly sworn deposes and says that he resides at 41 Pyrex 6treet, Corning, New York, that he is Secretary of AURORA HEIGHTS INCORPORATED, and has custody of its stockbook; that he has compared the signatures to the foregoing consent to the mortgage of • said corporation and the number of shares set opposite each signature with the entries on said stockbook; that the figure appearing opposite each signature truly represents the number of shares standing in the name of the signer on said stockbook, and that the persons who have signed such consent together constitute the holders of record of two-thirds and more of the shares of said corporation entitled to vote thereon. • Milton z. Lanphear William R. Lanphear William R. Lanphear Sworn to before me this 12th day of November, 1947. John D. Young Notary Public Tompkins County #629 Notary Public #768 My Commission Expires March 30, 1948. IN WITNESS P'HEREOF, we have made and subscribed this certificate this 12th day of November, 1947. Milton E. Lanphear President Milton E. Lanphear William Ft. Lanphear Secretary William R. Lanphear STATE OF NEW YORK COUNTY OF STEUBEN SS CITY OF CORNING On this 12th day of November, 1947 before me personally appeared Milton E. Lanphear and William R. Lanphear, to me known and known to me to be the same persons described in and who • executed the foregoing instrument, and they severally duly acknowledged to me that they exe- cuted the same. John D. Young Notary Public Tompkins County #629 Notary Public #768 My Commission Expires • Burch 30, 1948. STATE OF NEW YORK COUNTY OF STEUBEN SS CITY CF CORNING MILTON E. LANPHEAR AND WILLIAM R. LANPHEAR, being each first duly sworn, depose and say, and each for himself deposes and says that he Milton E. Lanphear and 4illiam R. Lanphear are President and Secretary of AURORA HEIGHTS, INC., that each has read the foregoing certificate of consent of Stockholders to mortgage and know the contents thereof and that the same is true to his own knowledge. Milton E. Lanphear Milton E. Lanphear William R. Lanphear William n. Lanphear Subscribed and sworn to before me this 12th day of November 1947. John D. Young Notary Public Tompkins County #6 29 • Notary Public #768 My Commission Expires March 30, 1948. Recorded November 22, 1947 at 11:47 A. M. TOGtNSEND MANUFACTURING AND TOOL CORP. CONSENT OF STOCKHOLDERS TO MORTGAGE ACID CERTIFICATE. We, LESLIE B. TOWNSEND., President and Treasurer, and CHARLES W. PERROLLAZ, Secretary and Vice President, of Townsend Manufacturing and Tool Corp., a domestic corporation having its office at 110 West Green Street, Ithaca, N e7, York, pursiiant to Section 16 of the Stock I-or- poration Law, do hereby certify (a) that the total number of shares issued and outstanding en- titled to vote on a proposition to mortgage the property and franchises of the -corporation are 510 shares of common stock, and (b) that Leslie B. Townsend and Charles W. Perrollaz are the owner., of over 2/3 of the outstanding snares of its capital stock entitled to vote on such • proposition, namely, 510 shares of common stock and that each has duly executed the consent hereby made part of this certificate, to wit: CONSENT W'e, the undersigned, stockholders of Townsend Manufacturing and Tool Corp., a domestic • corporation, each holding the number of shares of its stock set forth after our respective names, and together holding not less than two-thirds of the total number of shares outstanding of said corporation entitled to vote on a proposition to mortgage the property of said corporation, do hereby consent: 1. That said corporation borrow from the Tompkins County Trust Company of Ithaca, -�'Iew York, the spun of Thirty Thousand Dollars ($30,000.00) ( to be used for corporate purposes, in- eluding the payment of certain existing obligations of the corporation) and deliver its pro- 4`1'5 • is • • missory note for the repayment of said sum, with interest thereon according to such terms as the officers of the corporation may arrange with it. 2. That said corporation execute a chattel mortgage covering the items contained in the Schedule attached thereto, and such other sterns as may be agreed upon between the President of this corporation and the said Tompkins County Trust Company, and affix the seal thereto and deliver it on behalf of this corporation. 3. The said promissory note and chattel mortgage be in such form and on such terms and shall contain such clauses, provisions, agreements, terms and time of payment as shall be agreed upon by the President of this corporation and such lender. 4. That Leslie B. Townsend, President of this corporation, is hereby authorized and di- rected to execute said promissory note and chattel mortgage and such other instruments as may be necessary in connection 7,,-ith said transaction. Name and Signature of Stockholder No. of Shares Leslie. B. lownsend 350 Leslie B. IoTnsend Charles W. Perrollaz 160 Charles W. Perrollaz ''e further certify that the said corporation has not defaulted in the -payment of any of its semi-annual dividends and that no preferred shareholders are entitled to vote with respect to the above matter. IN 7ITNESS WHEREOF, we have made and subscribed this certificate this 9 day of reb. 1948. Leslie B. Townsend. Leslie B. Townsend -President & 'treasurer SEAL Charles T. Perrollaz 1. It,. Perrollaz- Secretary & Vice President STATE OF NEW YORK SS. COUNTY OF TOMPKINS On this 9 day of Feb. 1948 before me personally came LESLIE B. TO,'.11SEND and C. W.. PERROLLAZ, to me known to be the same persons described in and who executed the foregoing certificate and they thereupon severally acknowledw ed to me that they executed the same. William H. Burns, Notary Public. 1-ILLIAL H. BURNS, Notary Public State of New York, Tompkins County No. 347 My Commission expires ware i 30, 1948. STATE OF NEW YRCK ' SS. COUNTY OF TOMPKINS LESLIE B. TOWNSEND and C. W. PERROLLAZ, being duly sworn, depose and say, and each deposes and says that he, Leslie B. Townsend is the President and Treasurer of Townsend Manufacturing and Tool Corp. and that he, C. V.'. Perrollaz is the Secretary and Vice President thereof, that e has read the foregoing certificate and knows the contents thereof and that the same is true to his own knowledge. Subscribed and. sworn to before me this 9th day of Feb. 1948. Leslie B. Townsend C. W. Perrollaz • William H. Burns, Notary Public. TILLI9.M H. BURNS, Notary Public State of New York, Tompkins County No. 347, My Commission expires march 30, 19,18. Recorded February 10, 1918 at 3:10 P. MI. ARTICLES OF INCORPORATION OF GROTON GRANGE, NO. 815, PATRONS OF HUSBA"DRY Subordinate to New Yorl: State Grange 7.1e, the undersigned members of GRCTON GRANGE No. 815 Patrons of Husbandry, DO HEREBY CERTIFY' that we are a majority of the members of Groton Grange No. 815 of the order of Patrons • of Husbandry, in the State of New York; that said Grange No. 815 is located in the Town of I Groton, in the County of Tompkins and State of New York; that said Grange No. 815 has received and is in possession of a CHARTER duly issued by THE NATIONAL GRANGE, and duly countersigned by the Master and Secretary of the New York State Grange, of the Patrons of Husbandry, bearing the date the 20th day of April 1896; that the names of the Officers of said Graiige No. 815 • are, to -wit: 1. Master Diane Hall 2. Lecturer Lucille Hall 3. Overseer Harold Scheffler 4. Steward Kenneth Marks 5. Assistant Steward Richard Brown 6. Chaplain Elizabeth Scheffler 7. Treasurer Edward Elian 8. Secretary Eleanor Collins 9. Gate -keeper Robert Court la. Ceres Bessie Roberts 11. Pomona Mildred Marks 12. Flora Caroline Baird 13. Lady Assistant Steward Alice Dellov! That the names of the persons comprising the Executive Committee of said Grange No. 815 are, to -wit: 1. Harold Scheffler 2. Robert Van Benschoten 3. Robert Court. And that ve are desirous that these Articles of Incorporation be duly filed, one each with the Town Clerk of the Town and the County Clerk of the County where said Grange is lo- • cated and that said Grange No. 815 shall under and pursuant to an Act of the Legislature of the State of New Yor't, entitled, f'An Act to _provide for the incorporation of the New York State Grange of the Patrons of Husbandry, and Councils and Granges subordinate tlereto," passed May 21st, 1874, and amended April 5, 1910, and March 16, 1925, become a Legal `-orporation, subordinate to the New York State Grange, and are desirous that the said Grange No. 815, sub- ordinate as aforesaid, shall obtain all the benefits of said Act and amendments theretc. 1948. IN WITNESS WHEREOF, we have hereunto set our hands and seals, this 16 day of October, Eleanor Collins Roberta. Oourt Eugenia Petrovich Duane Hall Mike Petrovich Philip T. King Myrtie Bailey Kenneth H. Marks Bessie Casar Lucille R. Hall Alice Dellow Genevieve Van Benschoten Percy M. Brown Robert Van Benschoten Mrs. Mary M. Brown Mrs. Edith erillson Robert E. Forshee Mabel C. Elian Mrs. Alma Schutt Edward Llian • Harold Scheffler Caroline Baird Elizabeth Scheffler Ber andina_T. Tompkins Mildrdd Marks Gordon L. lompkins Richard L. Brown Subscribed and sworn to this 16tb day of October 1948. Mary A. Van Marter,Notary Public • MARY A. VAN MARTER, Notary Public, State of New York Residing in Tompkins County, Tompkins County Clerk's No. 71.. SEAL Commission expires March 30, 1949. STATE OF NEW YORK : COUNTY OF TOMPKINS : =`'• On this 16th day of October, 1948, before me personally came ELEANOT? COLLINS, EUGFNIA PETROVICH, MIKE PETROVICH, MYRTLE BAILEY, BESSIE CASAR, ALICE DELLOIT, PERCY M. BROWN, MARY M. BROYTI, t?OBERT E. FORSHEE, MABEL C. ELIAN2 HAROLD SCHEFFLER, ELIZABETH F� E • • SCHEFFLER, MILDRED MARKS, RICHARD E. BROY`i, ROBERT H. COURT, DUANE HALL, PHILIP T. KING, KEP?NETH H. MARKS, LUCILLE R. HALL, GENEVIEVE VAN BENSCHOTEN, ROBERT VAN BETdSCHOTEN, EDITH TILLSON, ALMA SCUTT, EDWARD ELIAN, CAROLINE BAIRD, BERANDINA TOMPKINS and GORDON E. TCMPKINS, to me knoA�m and known to me to be the same oersons described in and who executed the foregoing Articles of Incorporation, and they thereupon severally duly acknowledged to me that they execlat ed the same. SEAL Recorded Nov. 12, 1948 at 11:10 A. M. STATE OF NEW YORK Mary L. Van Marter, notary Public. MARY A. VAN MARTER Notary Public, State of New York Residing in Tompkins I-ounty Tompkins County Clerk's No. 71 Commission expires March 30, 1949. NEW YORE: STATE ELECTRIC & GAS CORPORATION O'ATH OF INSPECTORS OF ELECTION COUNTY OF TOLPKINS SS.. ­4 WE, WILLIA1w H. BURNS, and FRANK ALBANESE, the undersigned, duly elected and appointed Inspectors of Election of NEW YORK STATE ELECTRIC & GAS CORPORATION, being severally and duly sworn, do solemnly swear that we will fairly :and iL�partially perform our duties as Inspectors of Election at the election to be held this 2nd day of June, 1949, for yirecturs of NEW YORK STATE ELECTRIC & GAS CCRPC%,!TION, and that we will faithfully and diligently execute the duties of Inspectors of Election at sucia meeting w-th strict impartiality :and according to the best of our ability and w'111 faithf-ally :and diligently caaivass the votes cast at such election, and will honestly and truthfully report the result of the said election. Wliliam H. mourns Frank-lbanese Subscribed and sworn to before iLe this 2nd day of June, 1949. Mary T . Gober, Notary Public. MAry TGOBER Notary Public, State of New York Tompkins County Reg. No. 398 Caai:r,ission Expires Li.arch 3J, 1933. Recorded June 3, 1949 :at 11;50 A. t. NEW YORK STATE ELECTRIC & GAS CORPORATION CERTIFICkTE AND RE. ORT OF INSPECTORS OF ELECTION We, the un:iersigne , duly elected and appointed Inspectors of Llecti.on of NEW YORK STATE ELECTRIC &GAS CORPOR�.TIOiJ, a stock corporation of the State of New York, DO HEREBY CERTIFY as follows: 1. The :annual :eeting of the stockholders of NEW YORK STATE ELECTRIC & GAS CORPOR=iTION • was held at No. 120 East Buffalo Street, in the City of Ithaca, County of Tompkins, State of New York, on the 2nd day of June, 1949, at 141? o'clock Noon, pursuant to due notice. 2. Before entering noon the discharge of our lutes as Inspectors of ylection at such meeting we were severally and duly sworn to execute our duties as such Inspectors of-lection at such Sheeting with strict iLipartiality and according to the best of our ability, as pre- • scr� bed by Sect; oa 46 of the Stock Corporation Lave of New York, and the oath so taken and sub- scribed by us is hereto annexed. 3. We inspected tale signed proxies used at said meeting and found them to be in proper form. 4. A quoru,, of the shares entitled to vote were represented at said meeting. 2S 5. There were present, either in person or by proxy, holders of 599,466 shares entitled to vote on the election of directors. 6. We reeived the votes of the stockholders by ballot for the election of nine (9) Directors of the Corporation, to serve until the next annual meeting of stockholders and there- after until their successors shall be elected and qualify, we canvassed the votes cast, and the result of the vote taken at such meeting was as follows: For Directors J. M. Bell, Jr. H. A. Busch S. H. Close E. C. Donovan F. H. Hill R. D. Jennison A. W. Milliken E. B. Pars^ns A. F. Tegen Nu:aber of Votes • 599,885 599, 421 599, 315 599,422 599, 422 599, 88 5 599, 315 • 599, 214 599, 315 The said J. 2. BELL, Jr., H.A. BUSCd, S. H. CLOSE, E. C. DONOVAN, F. H. HILL, R. D. JENNISON, A. W. MILLIKEN, E. B. PARSONS and A. F. TEGEN having received the number of votes above set opposite their respective names, being a majority of the votes cast, were declared by us duly elected Directors of the said Corporation to serve until the next annual meeting of stockholders and thereafter until their successors shall be elected and qualify. IN WITNESS WHEREOF, we have ;wade this Certificate and have hereunto set our hands this 2nd day of June, 1949. William H. Burns, Inspector of Election Frank Albanese, Inspector of Election Recorded June 3, 1949 at 11:50 A. bl. NEVI' YORK STATE ELECTRIC & GAS CORPORATION Oath of Inspectors of Election ,I STATE OF NEW YORK ; lU COUNTY OF TOMPKINS : ss.: We, W. H. 'urns and L. K. 'Thaler, the undersigned, duly elected and appointed Inspectors of Election of NEW YORK PTATE ELECTRIC & GAS CORPORATION, being severally and duly sworn, do solemnly swear that we will fairly and impartially perform our duties as Inspectors of elec- tion at the Anrual Meeting of stockholders of NEW YORK STATE ELECTIRC & GAS CORPORATION held this lst day of June, 1950 and that we will faithfully and diligently execute the duties of Inspectors of EleCtion at such meeting with strict impartiality and according to the best of our ability and will faithfully and diligently canvass the votes cast at such election, and will honestly and truthfully report the result of the said election. W. H. Burns L. K. Thaler Subscribed and sworn to before me this lst day of June, 1950. Mary T. sober, Notary Public MARY T. GOBER Notary Public, State of New York No. 55-0548700 Qual. in Tompkins Co. Commission Expires March 30, 1952. .Recorded June 1, 1950 at 3:44 P. M. • 0 • U] • • 0 . 4.2 -NEV YORK STATE ELECTRIC & GAS CORPORATION Certificate and Report of Inspectors of Election We, the undersigned, duly elected and appointed Inspectors of Election of NEW YORK STATE,' ELECTRIC & GAS CORPORATION, a stock corporation of the State of New York, DO HEREBY CERTIFY h as follows: 1. The annual meeting of the stockholders of NEV` YORK STATE ELECTRIC & GAS CORPORATION was held at 108 East Green Street, in the City of Ithaca, County of Tompkins,_ State of New York, on the 1st day of June, 1950, at 12 otclock Noon, pursuant to due notice. 2. Before entering upon the discharge of our duties as Inspectors of Election at such meeting we were severally and duly sworn to execute our duties as such Inspectors of Election at such meeting with strict impartiality and according to the best of our ability, as prescribL ed by Section 46 of the Stock Corporation Law of New York, and the oath so taken and subscribed by us is hereto annexed. 3. We inspected the signed proxies used at said meeting and found them to be in proper form. There vere represented, either in person or by proxy, 1375753 shares of stock of the Corporation out of a total of 1 906 666 shares of stock outstanding and entitled to vote for the election of directors, a quorum of the shares entitled to vote being represented at said meeting. We received the votes of the stockholders by ballot for the election of nine (9) di- rectors of the Corporation, to serve until the next annual meeting of stockholders and there- after until their successors shall be elected and qualify, did canvass the votes cast, and the result of the vote taken at such meeting was as follows: For Directors Number of Votes J. M. Bell, Jr. 1 375 8C7 S. H. Close 1 375 807 E. C. Donovan 1 375 645 W. B. Goudey 1 375 645 F. H. Hill 1 375 807 R. D. Jennison 1 375 807 A. W. Milliken 1 375 807 W. I. Myers 1 375 807 E. B. Parsons 1 375 645 The said J. M. Bell, Jr., S. H. Close, E. C. Donovan, W. h. Goudey, F. H. Hill, R. D. Jennison, A. W. Milliken, W. I. Myers and E. B. Parsons having received the number of votes above set opposite their respective names, being a plurality of the votes cast, were declared by us duly elected Directors of the said Corporation to serve until the next annual meeting of stockholders and thereafter until their successors shall be elected and qualify. IN YrITNESS WEEREOF, we have made this Certificate and have hereunto set our hands this 1st day of June, 1950. W. H. Burns, Inspector of Election L. K. Thaler, Inspector of Election Recorded June 1, 1950 at 3:44 P. M. n ` J4 N STATE OF NEW YORK 397 DEPARTMENT OF STATE •ChHTIFICATE OF AUTHORITY I DO HEREBY CERTIFY, that DEAN PHIPPS REALTY CORPORATION, which appears from documents filed in the Department of State on the thirty-first day of July, 1950, to be a foreign corporation created under the laws of the Commonwealth of Pennsylvania, is authorized to do, in this state, the business set forth in the statement and designation, a copy of which is hereto annexed. SEAL Witness my hand and the official seal of the Department of State, at the City of Albany, this 31st day of July,1950. Thomas J. Curran Secretary of State By Ruth M. Miner Deputy Secretary of State. STATEMENT AND DESIGNATION BY FOREIQN CORPORATION Statement and designation by Dean Phipps Realty Corporation, a. foreign corporation, pur- suant to d210 of the General Corporation Law. Dean Phipps Realty Corporation, a foreign corporation, makes the following statement and designation pursuant to 6210 of the General Corporation Law of the State of New York: 1. The State of its incorporation is Pennsylvania. 2. The place within the State of New York which is to be its principal place of business and also its post office address is No. 112 West State Street, in the City of Ithaca, 'Tompkins County, New York. 3. The business which it proposes to carry on within the State of New York is that of owning, renting, leasing, purchasing and selling real estate, structures, corporal heredita- meats, fixtures and furnishings and chores in action. 4. The Secretary of State of the State of New York, is hereby designated as the agent of this Corporation upon whom all process in any action or proceeding against the Corporation may be served within the State of New York. 5. The Corporation will use with its corporate name in the State of New York the word IlCorporation" so that its name will appear as "Dean Phipps hearty Corporation." IN WITNESS 'WHEREOF said Corporation has caused this certificate to be executed in its name by its Vice -President this 5th day of July, 1950. SEAL STATE OF NEW YORK SS. TOMPKINS COUNTY Dean Phipps Realty Corporation By A. G. Vunderink Vice -President On this 5th day of July, 1950, before me personally came A. C. Vunderink to me known and ?-nown to me to be the person described in and who executed the foregoing certificate, and he thereupon duly acknowledged to me that heZexecuted the same, and, being duly sworn, deposed. and said that he resides at Clarks Summit, Pennsylvania; that he is the Vice -President of Dean Phipps Realty Corporation, the corporation described in the foregoing instrument, and that he executed said instrument in the namL- of such corporation for the purpose of complying with 9210 of the General lorporation Law of the State of New York. 4, Ezaleah Cook Notary Public EZALEAH COOK Notary Public,6tate of New York No.55-0744900 Qualified in Tompkins County Commission Expires March 30, 1951. n U Recorded August 2, 1950 at 9:45 A. M.. is . 4131 d� 4 Pj CERTIFICATE OF INCOhORATION e -of- JACKSON M. POTTER, INC. Pursuant to Article II of the Stock Corporation Law. VvE, the undersigned, desiring to form a corporation pursuant to Article II of the Stock Corporation Law of the State of New York, do hereby make, subscribe and acknowledge this certi- ficate for that purpose as follows: - FIRST: The name of the corporation is JACKSON All. POTTER, INC. SECONr- The purposes for which it is to be formed are as follows: (a) To take, lease, construct, purchase or otherwise acquire, and to ov.-n, use, • hold, lease, improve, develop, sell, convey, exchange, mortgage, work, cultivate, and other- wise handle. deal in, and dispose of real estate, real property, and any interest or right therein. (b) To take, purchase, or otherwise acquire, and to own, hold., sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise deal in and dispose of all kind:. of per- sonal property, chattels, chattels real, chosen in action, notes, bonds, mortgages, and se- curities. (c) To erect and construct new buildings and alter and improve existing build- ings and structures of every description. (d) To collect rents, and to mG.ke repairs, and to transact, on commission or otherwise, the general business of a real estate agent, and generally, the sale, leasing, con- trol End management of lands, buildings, and property of all kinds. (e) To purchase, acquire, hold, and dispose of stocks, bonds, and other evidence • of indebtedness of corporations wheresoever organized, and to pay for the same in cash or in property or by the issuance of its own stock, bonds, or other obligations, to exercise in re- spect thereto all of the rights, pov!ers, and privileges, of individual owners or holders thereof, and to exercise all voting powers thereon. (f) To purchase or otherwise acquire shares of its own capital stock, and to hold or to dispose of the same or to retire the same, subject, however, to all provisions of the law of the State of 1�ew York. (g) To transact any or all of its business outside of the btate of New York, and at any place or at one or more places within the United States of America, or the Lominion of Canada, and in any other part of the world, and ultimately to hold., purchase, mortgage, lease, convey, manage and control, real and personal property therein, as above provided, and generally to do all acts and things and to exercise all the powers, now or hereafter authorized by law, necessary to carry on the business of the said corporation, or to promote any of the objects for which the company is formed. The foregoing enumeration of specific powers shall is not be held to limit or restrict in any manner the general por-ers of the company, and the en- joyment thereof, as conferred by the laws of the State of New York, upon corporations organized under the provisions of the Stock Corporation Law. THIRD: The amount of the capital stock is to be TV4EVTY THOUSAI�d) I)OLLARS (�20,000.) . FOURTH: The capital stock is to consist of two hundred (200) shares of the par value of • of are to .. One Hundred Dollars (�100.) each, all which be�'common shares of the same class, with- out any special designations, preferences or privileges, restrictions or qualifications. FIFTH: The office of the corporation is to be located in the City of 6yracuse, County of Onondaga, in the State of Nev- York, and the address to rhich the secretary of state shall mail a copy of processes in any action or proceeding against the corporation which may be served upon him is 270 Fenway Drive, Syracuse, New York. SIXTH: Its duration is to be perpetual. 3 SEVENTH: The number of its directors shall be not less than three nor more than five. Directors need not be stockholders. EIGHTH: The names and post office addresses of the directors until the first annual meeting of the stockholders are as follows: - NAME Jackson M. Potter. Estelle Potter Irene Patell ADDRESS 270 Fenway Drive, Syracuse, New York 270 Fenway Drive, Syracuse, New York R.D. I Camillus, New York NINTH: The names and post office addresses of the subscribers to this Certificate of Incorporation, and a statement of the number of shares of stock which each agrees to take are as follor-s: NAPE Jackson M. Potter Estelle Potter Irene Patell ADDRESS 270 Fenway 1rive5, Syracuse, New York 270 Fenway Drive. Syracuse, New York R.L.1 Camillus, New York SHARES 1 1 1 TENTH: All of the subscribers of this Certificate are of full age; at least two-thirds of them are citizens of the United States and at least one of them is a resident of the State of New York. All of the persons named as directors are of full age and at least one of them is a citizen of the United States and a resident of the State of New York. ELEVENTH: The Secretary of State of the State of New York, is hereby designated as the agent of the corporation iipon whom process in any action or proceeding against it may be served. IN WITNESS WHEREOF, we have made, subscribed and acknowledge this Certificate this 20th day of October, 1945. STATE OF' NEW YORK County of Onondaga City of Syracuse SS.: Jackson M Potter L,S. Estelle Potter L.S. Irene Patell L.S. On this 20th day of October, 1945, before me, the subscriber, personally appeared JACKSON M. POTTER, ESTELLE POTTER and IRENE PATELL, to me personally known and known to me to be the same persons described in and who executed the within Certificate, and they severally acknow- ledged to me that they executed the same. Sydney M Gerber Commissioner of Deeds Syracuse, New York STATE OF NEW YORK, DEPARTMENT OF STATE FILED NOV 7-1945 Tax 410-- Filing Fee g4O-- THOMAS J. CURRAN, SECRETARY OF STATE BY Id. R. Keenan STATE OF NEW PORK SS: DEPARTMENT OF' STATE 18456 I certify That I have compared the preceding copy with the original Certificate of Incorporation of JACKSON M. POTTER, INC., filed in this department on the 7th day of November 1945, and that such copy is a correct transcript therefrom and of the whole of such original. (LS) WITNESS my hand and the official seal of the Department of State at the City of Albany, this seventh day of November one thousand nine hundred and forty five. WALTER J. GOING DEPUTY SECRETARY OF STATE (ENDORSED) Filed November 139 1945, at 12:13 PM Recorded November 13, 1945, at 12:13 PM. In Book 17 Miscellaneous Records, at page 487 &c. r1 U n LJ • • • kD/W W R. WALTEER RIEHLkAN CLERK 433 STATE OF NEW YORK, ONONDAGA COUNTY CLERK►S OFFICE ss.: • • • • • I, W. Snowdon Smith III, Clerk of said County, and of Supreme and Uounty Uourts therein, which are Courts of Record, do hereby certify that I have compared the foregoing copy of a Certificate of Incorporation with the original thereof filed & recorded and now remaining on file & of record in this office and that the same is a correct transcript of said original, and of the whole thereof, and of the endorsement thereon. IN 71ITNESS THEREOF, I have hereunto set my hand and affixed the seal of said Uounty and Courts at the City of Syracuse, this 31 day of July 1950. SEAL Recorded August 2, 1950 at 3:45 P. M. W. SNOViDON SMITH III, Clerk. Michael V�. Fallon, Special Deputy Clerk. NOTICE, TO CREDITORS TO PRESENT CLAIMS FOLLOVvIDG DISSOLUTION OF COhPORATION. In the Matter of the Dissolution of WAUGH-JOHNSON ASSOCIATES, Inc., a. corporation X TO ALL creditors of and claimants against Waugh -Johnson associates, Inc., a dissolved corporation, and all other persons concerned: PLEASE TAKE NOTICE that a Certificate of Lissolution of vyaugh-Johnson associates, Inc., a New York Corporation, heretofore having a principal place of business at 407 Cliff Street, City of Ithaca, County of Tompkins, and utate of Pew York, was duly filed in the Office of the Secretary of State of the State of New York, on the 20th day of June 1947, pursuant to the provisions of Section 105 of the Stock Corporation Law of the State cf New York, and that, pursuant to the provisions of such section, all creditors of an all claimants against the Corporation are hereby required to present their respective claims, accounts and demands against the Corporation, in writing and in detail, to the directors thereof at the office of their counsel, Mary B. kacDonald, 120 Corson Place, village of Cayuga Heights, Ithaca Post Office, New York, on or before the '27th day of September 1950. All claims, accounts and de- mands which have not been presented in accordance herewith shall be forever barred as against the property and assets of the Corporation. and its directors and stockholders. Dated: Ithaca., New York, August 7, 1950. V+alter A. Johnson Walter A. Johnson 211 Juneway Road, Syracuse, New Yori- Marjorie D. Johnson Marjorie D. Johnson 211 Juneway Road, Syracuse, New fork Jabez D. Hammond Jabez D. Hammond. 30 Loaner '-venue Scarsdale, New York_ Directors of Viaugh-Johnson associates, Inc. Leary B. MacDonald &lary h. MacDonald Attorney for said Directors it Office and Post Office Address 110 Corson Place Cayuga Heights, Ithaca, New York AFFIDAVIT OF PUBLICATION TFih ITHACA JOURNAL STATE OF NEW YORK, TOMPKIPS COUNTY, SS. Lillian Capogrossi being duly sworn, deposes and says, that she resides in Ithaca, County and State aforesaid and that she is bookkeeper of THE ITHACA JOURNAL a public newspaper printed 434 and published in Ithaca aforesaid, and that a notice, of which the annexed is a true copy, was published in said paper August 12, 19, 1950 and that the first publication of said notice was on the 12th day of August 1950. Lillian Capogrossi Subscribed and sworn to before me, this 21st day of August 1950. Marjorie h. Dunton Notary Public. MARJORIE E. DUNTON SEAL Notary Public, State of New York • Tompkins County #144 My Commission Expires Larch 30, 1951. STATE OF NEW YORK SS. COUNTY OF TOMPKIPS • DAVID D. MELDRUM being duly sworn deposes and says (1) That he is over the age of 21 years and is a resident of the City of Ithaca, Tompkins County, State of New York; that on the 3d day of August, 1950 he mailed a copy of the attached Notice to Creditors to Present Claims following dissolution corporation in the matter of the Dissolution of Waugh -Johnson Associates, Inc., to the following, by depositing in the United States Post Office located at Ithaca, New York, postage prepaid, a sealed envelope containing a copy of the said Notice addressed to the specified persons at the addresses specified below: Walter A. Johnson Syracuse Supply Co. Harold 1). Page 239 So. Central Ave. Syracuse 1, New York 83 Crestview Av. Wood hiver, Illinois Springdale, Conn. Marjorie D. Johnson T. B. Maxfield, 239 5o. Central Ave. 1st National Bank Bldg. Wood River, Illinois Ithaca, New York V�alter A. Johnson Jabez D. Hammond John P. Kolar, Esq. 211 Juneway Road 30 Dov~mer Avenue 407 Cliff Street Syracuse, New York Scarsdale, New York Ithaca, New York Marjorie D. Johnson Hon. Frank Shaughnessy Waugh Equipment Co. 211 Juneway Road, Coll. of Internal hev. 420 Lexington Av • Syracuse, New York Federal -building New York 17, N. Y. Syracuse, New York John A. MacDonald Hon. Nathaniel L. Goldstein 110 Corson Place Atty. Gen. of State of N. Y. Ithaca, New York Capitol, Albany, New York Brace -Mueller -Huntley, Inc. Harold D. Page, Esq. 308 Maltbie Street c/o Waugh Equipment Co. Syracuse 1, New York 420 Lexington Av. New York 171, New York State Tax Commission, State of N. Y. Gov. Alfred E. Smith State Off. Bldg. Albany, New York David D. Meldrum Sworn to before me this 4th of August, 1950. Herbert Jones Notary Public SEAL HERBERT JONES Notary Public, State of New York Tompkins County #349 My Commission Expires March 30, 1952. Recorded October Ig, 1950 at 3:00 P. M. CLERK NOTICE TO CREDITORS TO PRESENT CLAIMS FOLLOVuING DISSOLUTION OF CORPORATION In the Matter of the Dissolution of D. B. STEWART & CO., INC., a corporation. = NOTICE -- - - - - - - -- - - - - - - - - - - - - - -- x • TO: ALL CREDITORS OF AND CLAIMANTS AGAINST D. B. STEWART & CO., INC., A DISSOLVED CORPORATION, AND ALL OTHER PERSONS CONCERNED. PLEASE TAKE NOTICE that A certificate of Dissolution of the D. B. STEWART & CO., INC., a New York Corporation heretofore having a principal place of business at 123 South lioga Street in the City of Ithaca, County of Tompkins, State of New York, was duly filed in the �r Office of the Secretary of State of the State of New York on the llth day of February 191.7, pursuant to the provisions of Section 105 of the atocl Corporation Lave of the State of New York, and that, p-_ rsuant to the provisions of such section AI,L CREDITORS OF AT,--D CLA11ANITS AGAII'ST THE CORPORATIOi are herewith required to present their respective claims, accounts and demands against the Corporation in writing in detail to the directors thereof at the • Office of Arthur C. Stallman, one of the said directors, 123 South Tioga Street, Ithaca, New York, on or before the 27th day of September 1950. All claims, accounts, and demands which have not been presented in accordance herewith shall be forever barred as against the property and assets of the corporation and its directors and stockholders. Dated: Ithaca, New York, • August 7, 1950 Signed: Arthur G. Stallman ARTHUR C. STALLuIAT Miriam S. Stallman MIRIAM S. STALLhiAN A. �v. Chamberlain A. v,v. CHAY13ERLAIlV Harrop A. Freeman i HARROP ii. F'REhiMAN Roland J. nest ROLAND J. WEST Directors of D. B. STEWART & CO., INC. Mary B. MacDonald R!ARY B. MacDONALI) Attorney for said Corporation Office and Post Office address 110 Corson Place Cayuga Heights, Ithaca, New York AFFIDAVIT OF PUBLICATION THE ITHACA JOURNAL STATE OF NV' YORK.. TOMPKINS COUNTY, ss.: Lillian Capogrossi being duly sworn, deposes and says, that she resides in Ithaca, County • and State aforesaid and that she is bookkeeper of THE ITHACl. JOURNAL a public newspaper printed and published in Ithaca aforesaid. and that a notice, of which the annexed is a true copy, was published in said paper August 12, 19, 1950 and that the first publication of said notice was on the 12th day of August 1950. Lillian Capogrossi Subscribed and sworn to before me, this 21st day of August 1950. SEAL Marjorie E. Dunton Notary Public. MARJORIE E. DUAITON Votary Public, State of New York; Tompkins County f144 My Commission Expires March 30, 1951. STATE OF NEVti YORK S,S. COUNTY OF TOMPKINS • DAVID D. iLLDRUDI1 being duly sworn deposes and says that he is over the age of 21 years and is a resident of the City of Ithaca, Tompkins County, State of New York; that on the third day of August, 1950 he mailed a copy of the attached Notice to Creditors to Present Claims following dissolution of corporation in the Matter of the Dissolution of b. E. Stewart & Co., Inc., a corporation, to the following, by depositing in the United States Post Office • located at Ithaca, New York, postage prepaid, a sealed envelope containing a copy of the said notice addressed to the specified persons at the addresses specified below: Estate of Lewis C. perry Georgianna E. Perry, Executrix C/o Clerk of ►jurrogatets Court Tompkins County Court House, Ithaca, New York 14 � ..-3- Georgianna B. Perry 206 Eddy Street Ithaca, New York 4 1r3 G Estate of Virge C. Lowe Elizabeth L. Schultheis, t,dministretri� c/t/a c/o Clerk of Surrogate's Court Tomplins County Court House, Ithaca, Nev. York Estate of Lewis C. Perry c/o Georgianna E. Perry, Executrix 206 Eddy Street Ithaca, Nev; York G. 101. Rogers, Esq. 523 Cayuga Heights Road Ithaca, New York John W. MacDonald 110 Corson Place Itht ca, NevT York Ford L. v4hiting 4.07 Utica Street Ithaca, New York Estate of Virge C. Lov,,,e c/o Elizabeth L. Schultheis, Administratrix c/t/a 17 Old Mt. Vernon Road Fairhaven, Alexandria, Virginia Hon. Frank 6haughenessy Collector of Internal Revenue Federal building Syracuse, Nev.,, York Sworn to before me this 4th day of August, 1950. State Tax Commission Governor Alfred E. Omith btate Office Albany, New York Building Hon. Nathaniel L. doldstein Attorney Uenera.l State of New York Capitol, "lbany, New York Roland J. test 5 Renwick Drive Ithaca, New York Harrop A. Freeman 316 E. Court Street Ithaca, New York A. V�. Uhamberlain 105 Devon E,oad Ithaca, New York Miriam S. Stallman 218 tiiait hvenue, Ithaca, New, York Arthur C. Stallman, Esq. 218 i ait -,-venue Ithaca, New York David D. Meldrum Herbert Jones Notary Public, Tompkins County SEAL HERBERT JOKES Notary Public, State of New York Tompkins County #349 My Commission Expires March 30, 1952. Recorded October 18, 1950 at 3:CO P. M. CERTIFICATE OF TER INATION OF D. -8. STEWART & 00. INO., PURSUANT: TO ARTICLE TEN OF THE; STOCK OuRPORATION LAIN We, the undersigned, being all the surviving directors of D. 8. STEWART & CO.., a corporation dissolved pursuant to the provisions of Section 105 of the Stock Corporation Law of the State of New York, do hereby certify as follows: 1. The name of the dissolved corporation is D. B. STEWART & "0. , IidC. 2. The date of filing of the certificate of dissolution of the said 1). B. STEWART & CO. INC., in the office of the Secretary of State of the State of New York was February 11, 1947. 3. A notice to creditors of and claimants against the said corporation, together with proof of the due publication and mailing thereof, pursuant to paragrah 10 of section 105 of the Stock Corporation Law of the State of New York, was duly filed in the office of the County Clerk of Tompkins County on October 18, 1950. 4. The corporate existence of the said corporation will expire ninety days after the date of the filing of this certificate of termination. 5. The following is a statement of the names and post office addresses of each of the directors of said corporation and the name, title and post office address of each of its officers, to wit: DIRECTORS Name Post Office Address Arthur C. Stallman 218 Wait Avenue, Ithaca, dew York liriam S. Stallman 2i� Wait Avenue, Ithaca, New York A. W. Chamberlain 105 Devon Road, Ithaca, idew York Harrop A. Freeman 316 E. Court Street, Ithaca, New York Roland J. ;hest 5 Renwick Drive J. Ithaca, New York • n U 40 • • OFFICERS 37 �, ho • 0 • • Arthur C. Stallman President ivii riam S. Stallman Vice-Pres. John IV. UacDonald Secretary Arthur C. Stallman Treasurer 218 Wait Avenue, Ithaca, Aew York 218 Wait Avenue, Ithaca, New York 110 Corson Place,Cayuga Aeights,Ithaca New York 218 Wait Avenue, Ithaca, �4ew York IN WITNESS WfiEREOF, 7,,Ve have made, subscribed and acknowledged this Certificate this 20th day of October 1950. Arthur C. Stallman ai ri am S . Stallman A. W. vhamberlain Harrop A. Freeman Roland J. West STATE OF NEW YORK ) SS COUNTY OF TOdPKINS ) On this 20 day of Oct 1950 before me, the undersigned, personally appeared Arthur Stallman, Miriam S. Stallman, A. W. Chamberlain, Harrop A. Freeman, and Roland J. liVest, to me kno ,m and kno.;m to me to be the same persons described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they had executed the same. emblem) H. L. Dakin ;votary Public, 'ompkins moo. HERBERT L. DA:UE ivotary Public in the State of Ae,.,; York Tompkins County No. 395 My Commission expires March 30, 1952. STATE OF N E6Vu YORK DEt'ART.,AEN T OF TAXATIOiv APID FINANCE STATE TAX COiUAI SSION Spencer E. Bates, vresident Harry E. Minton A. J. Goodrich J�',BAN Y 1, ' A . Y. iVovember 13, 1950. Pursuant to the provisions of Section 105 of Article 10 of th.e Stock corporation Law, TV! STATE TAX CO iL'iISSION hereby consents to the filing of the certificate of termination of D. B. Stewart & Co. Inc. STATE TAX CO111 M1 SSI ON by E. W. Burton c Deputy Tax Commissioner Recorded Nov. 22, 1950 at 12:28 P. d. CERTIFICATE OF TER1INATI0I1 OF `'NAUGH-JOHNSOiv ASSOCIATES, INC. PURSUANT TO ARTICLE TEN OF THE STOCK CORPORATION LAW We, the undersigned, being all the surviving directors of WAUGH-JOHNSON ASSOCIATES, IidC., a corporation dissolved pursuant to the provisions of Section 105 of the Stock corporation Law of the State of New York, do hereby certify as follows: 1. The name of the dissolved corporation is txTaugh-Johnson Associates, lnc. 2. The date of filing the Certificate of Dissolution of the said Waugh -Johnson Associates, Inc. in the office of the Secretary of State of the State of New York was June 20, 1947. 3. A notice to creditors of and claimants against the said corporation, together with proof of the due publication and mailing thereof, pursuant to paragraph 10 of Section 105 of the Stock Corporation Law of the State of New York, was duly filed in the office of the County Clerk of Tompkins County on October 18, 1950. 4. The corporate existence of the said corporation will expire ninety days after the 43S date of the filing of this certificate of termination. 5. The following is a statement of the names and post office._Addresses of each of the directors of said corporation and the name, title and post office address of each of its officers, to wit: N ame Walter A. Johnson Marjorie D. Johnson Jabez D. Hammond Name Walter A. Johnson John P. Kolar Harold D. Page John W. MacDonald Marjorie D. Johnson DIRECTORS Post Office Address 211 Juneway Road Syracuse, New York 211 Juneway Road Syracuse, New York 420 Lexington Avenue New York 17,New York 0 FFI C ERS Post Office Address Title President 211 Juneway Road Syracuse, New York Executive Vice -President 1y07 Cliff Street Ithaca, 11ew York Vice -President 420 Lexington Avenue New York 17, hew Yom Secretary 110 Corson Place Cayuga iieights,Ithaca,New York Treasurer 211 Juneway Pad, Syracuse, New York IN WITNESS WHEREOF we have made, subscribed and acknowledged this Certificate this 31 day of Oct. 1950. STATE OF NET YOR& ) SS COUNTY OF ONONDAGA ) Walter A. Johnson Marjorie D. Johnson Jabez D. Hammond On this 31st day of October 1950 before me, the undersigned, personally appeared Walter A. Johnson and Marjorie D. Johnson, to me known and Known to me to be the same persons described in and who executed the foregoing certificate, and they thereupon duly acknowledged to me that they executed the same. Ola F. Woodward Notary Public,Onondaga County SEAL OLA F. WOODWARD Notary Public in the State of New York Qualified in Onon. Co. No.31+-97J.2600 riy Commission Expires March 30, 1952. STATE OF NEW YORK ) : SS COUNTY OF NEW YORK ) On this 3rd day of November 1950 before me, the undersigned, personally appeared JABEZ D. HAuIivIOND, to me known and known to me to be the same person described in and who executed the foregoing certificate, and he thereupon duly acknowledged to me that he executed the same. Mary L. Cooney Notary Public, New York County MARY L. COON EY Seal Notary Public for the State of New York Qualified in New York County No.31-0751900 Cert. filed with N. Y. Co.Clk. & Reg. Commission Expires March 30, 1951. STATE OF NEW YORE (emblem) DEPARTAENT OF TAXATION AND FliiANCE STATE TAX COMMISSION ALSAN Y 1, N. Y. SPENCER E. BATES, President November 13, 1950 HARRY E. CLINTON A. J . GOODR1 CH Pursuant to the provisions of Section 105 of Article 10 of the Stock corporation Law, THE STATE TAX COMIkAISSION hereby consents to the filing of the certificate of termination • • U 43�] of Waugh -Johnson Associates, Inc. • • • • STATE TAX COMMISSION by S. IV. Burton c Deputy Tax Commissioner Recorded Nov. 22, 1950 at 12:29 P. M. CERTIFICATE OF INCORPORATION OF THE McLEAN COMMUNITY CHURCH, INC. pursuant to Article 10 of the Religious Corporations Law. We, the undersigned, all being persons of full age, of whom at least two-thirds are citi- zens of the United States, and at least one a resident of the State of New York, for the pur- pose of incorporationg an unincorporated non-demonimtbnal church, pursuant to Article 10 of the Religious Corporations Law, hereby certify as follows: I. A meeting of the McLean Federated Church, an unincorporated non -denominational church, was duly called and held in conformity with the aforesaid article of the Religious Corpora- tions Late at McLean, Tompkins County, New York, on the 29th day of September, 1951, at viYiich meeting a majority of the duly qualified voters of said church, being at least six in number, were present. 2. At said meeting Rev. Stanley E. Skinner, one of the subscribers hereto, was presiding officer, and Lawrence N. Bentley and Emmett E. Hill, the other subscribers hereto, were present and voted thereat. 3. At said meeting it was duly decided that said church should become incorporated. 4. The name of the proposed corporation, as decided on at said meeting, is to be THE McLEAN COMMUNITY CHURCH, INC. 5. The number of trustees thereof shall be nine (9). 6. The names of the persons elected as trustees, and the terms of office for which there were respectively elected are as follows: EDWARD L. CARR, ROBERT C. IRVING and LAVIRENCE N. BENTLEY, to hold office until the first annual election of trustees hereafter; ROYAL F. LOCKE, EMMETT E. HILL and KENNETH-S. SHAW, to hold office until the second annual election thereafter; and KENNETH M. HALL, HOWARD R. WHEELOCK, and WALTER J. SICKLES, to hold office until the third annual election thereafter. 7. The principal place of worship of said church is located in the Hamlet of McLean, Tov4-n of Groton, County of Tompkins, New York. IN WITNESS WHEREOF, we have executed and acknowledged this certificate this lst day of October, 1951. Stanley E. Skinner (L-s.) Laurence N. Bentley ('*Ss) Emmett E. Hill (L.S.) STATE OF NEW YORK SS.. COUNTY OF TOMPKINS On this 1st day of October, 1951, before me, the subscriber, personally appeared REV. STANLEY E. SKINNER, LAV4RENCE N. BENTLEY and EMMETT E. HILL, to me personally known and known to me to be the same persons described in and who executed the foregoing Instrument, and they severally duly acknowledged to me the execution of same. Recorded October 4, 1951 at 11:31 A.M. Leland B. Taylor Notary Public. LELAND B. T AYLOR, Reg. No. 12-9295200 Notary Public, State of New York Appointed in Cortland County My Commission Expires March 30, 1952. Certificate filed in Tompkins County. *A4 I CERTIFICATE OF INCORPORATION OF BETHEL GROVE BIBLE CHURCH Pursuant to Article 8 of the Religious Corporation Law We, the undersigned, all being persons of full age, of whom at least two-thirds are citizens of the United States, and at least one a resident of the State of New York, for the purpose of incorporating an unincorporated independent church, pursuant to Article 8 of the l is of the Religious Corporations Law, hereby certify as follows: .I 1. A meeting of Bethel Grove Bible Church, an unincorporated independent Church, was duly called and held in conformity with the aforesaid krticle 8 of the Religious Corporations �I Law at Bethel Grove Community House, on the 23rd day of July, 1952, at which meeting a majors-ij ty of the duly qualified voters of said church, being at least six in number, were ;,resent, In person, or by proxy duly authorized in writing. ;! 2. At said meeting, Lawrence S. Grennell, one of the subscribers hereto, was presiding Iofficer, and Charles Mandeville and John Kurzenhauser, the other subscribers hereto, were the inspectors of election. 3. Said meeting decided that the said church should become incorporated. 4. The name of the proposed corporation is to be Bethel Grove Bible Church, Inc. 5. The number of trustees t-ereof shall be three. 6. The names of the persons elected as trustees and the terms of office for which they were respectively elected are as follows: John Kurzenhauser, to hold office until the first annual election of trustees thereafter; Donald Kirk_, to hold office until the second annual election of trustees thereafter; s.nd Charles Mandeville, to hold office until the third i lannual election of trustees thereafter. 7. The place of worship of said church is intended to be located in the Town of Dryden and County of Tompkins, State of New York. 8. IN WITNESS WHEREOF.. we have executed and acknov;ledged this certificate this 12 day of August, 1952. 0 Lawrence S. Grennell Lawrence S. Grennell,Presiding Officer Charles Mandeville Charles Mandeville,Inspector of Election John Kurzenhauser, John Kurzenhauser,Inspector of Election' U • • STATE OF NEW YORK I ,COUNTY OF TOMPKINS SS.: i ,CITY OF ITHACA On this 12 day of August, 1952, before me personally came LAWRENCE S. GRENNELL, CHARLES MANDEVILLE, JOHN KURZENHAUSER, to me known and known to me to be the same persons described in and who executed the foregoing certificate of incorporation, and they thereupon severally acknowledged to me that they executed the same. Lawrence S. Grennell Charles Mandeville John Kurzenhauser James F. OfConnor Notary Public,County of Tompkins JAMES F. O►CONNOR Notary Public,State of New York No. 55-8183000 • Qualified in Tompkins County Term Expires March 30, 1954. Recorded August 14, 1952 at 12:58 P.M. II` CLERK 441 CERTIFICATE OF INCORPORATION of the South Hill Church of The Nazarene, Ithaca, New York, • • • an unincorporated Church of the Nazarene, pursuant to article 14 of the Religious Corporations Law. We, the undersigned, for the purpose of incorporating the South Hill Church of the Nazarene of Ithaca, New York, an unincorporated Church of the Nazarene, Pursuant to tirticle 14 of the Religious Corporations Lave, do hereby certify as follows: -lst, hev. Renard D. Smith of Syracuse, New York, is the District Superintendent of the Albany District, Church of the Nazarene, in which the ptincipal place of worship of said Church Is located: 2nd, Raymond Fuller, Lewis Cramer, and Francis C. Chase are laymen, members of said Church, who have been selected by the said District Ouperintendent as the first trustees of said church: 3rd, The Corporate name by which said. Church shall be known is South Hill church of the Nazarene, Ithaca, New York; 4th, The principal place of worship of said Church is located at Ithaca, New York, County; of Tompkins; 5th: All of the subscribers of said Certificate are persons of full age, of whom at least two-thirds are citizens of the United States, and one a resident of the State of New York. IN WITNESS V;HEREOF We, the several persons named, have executed and. acknowledged this Certificate this 14 day of Sept-1955. Renard D. Smith Raymond C. Fuller Lewis R. Cramer Francis C. Chase STATE OF NEW YORK COUNTY OF ONONDAGA SS CITY OF SYRACUSE ) On this 14 day of Sept. 1955, before me, the subscriber, personally appeared Rev. Renard D. umith, to me personally known, and known to me to be the same person described in and who executed the within instrument, and he duly acknowledges to me that he executed the same. Henry C. Hixson, Notary Public HENRY C. HIXSON Notary Public in the 6tate of New York Qualified in Onon. Co. No. 34-6915350 My Commission Expires March 30,1956. STATE OF NEW YORK COUNTY OF TOMPKINS TOViN OF ELMIRA On this 28th day of September, 1955, before me, the subscriber, personally appeared Raymond culler, Lewis Cramer and Francis C. Chase, to me personally known, and known to me to be the same persons described in and who executed the within instrument, and they jointly and severally acknowledged to me that they executed the same. Filed October 17, 1955 at 10:34 A.M. P pq n or- i'e P", -�� Betty Humphrey Notary Public BETTY HUMPHREY Notary Public,Sta.te of New York No. 55-IS956?5 dual fied in Tompkins County My Commission Expires March 30,1957 CERTIFIC iTE OF INCORPORATION -of- CHURCH OF CHRIST OF ITHACA, INC. PURSUANT TO ARTICLE g OF THE RELIGIOUS CORPORATIONS LAW Vie, the undersigned, all being persons of full age, of whom at least two-thirds are citizens of the United Stat4s, and at least one a resident of the atate of New York, for the 13 442! purpose of incorporating an unincorporated Independent church, pursuant to -article 8 of the Religious Corporations Later, hereby certify as follows: 1. -a meeting of the Uhurch of Christ, an unincorporated Independent church, was duly called and held in conformity rith the aforesaid Article 8 of the Religious corporations Law at Ithaca, New York, on the 3rd day of March, 1957, at which meeting a majority of the duly qualified voters of said church, being at least six in number, were present, in person, or by proxy duly authorized in writing. 2. At said meeting, James E. Johnson, Jr., one of the subscribers hereto, was presiding officer, and Donald L. Cummins and Harlan D. 'Traylor, the other subscribers hereto, were the inspectors of election_. 3. Said meeting decided that the said church should become incorporated. 4. the name of the propose' corporation is to be Ohurch of Uhrist cf Ithaca, Inc. 5. The number of trustees thereof shall be three. 6. the names of the persons elected as trustees and the terms of office for which they were respectively elected are as follows: Harlan D. Traylor, to hold office until the first annual election of trustees thereafter; James E. Sawyer, to hold office until the second annual election of trustees thereafter; and James E. Johnson, Jr., to hold office until the third annual election of trustees thereafter. 7. The place of worship of said church is located in the Uity of Ithaca and Uounty of Tompkins. IN r ITNESS THEREOF, we have executed and acknowledged this certificate this 4th day of March, 1957. STATE OF NEVI YORY SS. COUNTY OF TOMPISINS : James E. Johnson, Jr. James L. Johnson, Jr. Donald L. Cummins Donald L. Uummins Harlan D. Traylor Harlan D. Traylor On this 4th day of March, 1957, before me, the subscriber, personally appeared JAj�iES E. JOHNSON, JR., DONALD L. CUMMINS and HARLAN D. TRAYLOR, to me known and known to me to be the same persons described in and who executed the within instrument and they severally duly ack- not�,ledged to me that they executed the same. • Hugh L. Mowen Notary Public HUGE L. MO V, EN Rotary Public, State of New York No.55-8550500 Qualified in Tompkins county Term Expires March 30, 1958. Recorded March 11, 1957 at 4:00 P-M. t__�T I f�_ CERTIFICATE OF INCORPORATION OF THE k\j \J NEViMAP ORATORY OF ITHACA, Na YORK WE, the undersigned, for the purpose of incorporating the NEWMAN ORATORY, an unincorpo- • rated Roman Uatholic Church, pursuant to article 5 of the Religious Corporations Law, do hereby certify as follows: 1. the Right Reverend James E. Kearney and. the Hight Reverend Monsignor James C. NacAniff are respectively the Roman Catholic 1'ishop and the Vicar -General of the Diocese of Rochester, in which diocese the pP_ce ,-df wOrship of said church is located. 2. The�Reverend A4nsignor Donald M. Uleary is the Rector of said unincorporated church. 3. Leo P. Larkin and Leo H. apeno are two laymen members of said church who have been duly selected by the said Bishop, Vicar -General and Rector to execute this certificate of incorporation and to be trustees of the corporation to be formed. 4. The corporate name by which said church shall be known is the NEAMAN ORATORY. 5. The principal place of worship of said church is located in the City of Ithaca, • • 0 County of Tompkins, State of New York. 6. All subscribers of this certificate are persons of full age, of whom at least two- thirds are citizens of the United States and one a resident of the jtate of New York. IN vaITNESS WHEREOF, WE, the several persons above named, have executed and acknowledged this certificate of incorporation this 1st day of hpril, 1957. James h. Kearney James E. Kearney, Bishop of "ochester James C. McAniff James C. McAniff, Vicar -General Donald M. Cleary Donald M. Vleary, Pastor of Newman oratory Leo P. Larkin Leo P. Larkin, Lay 'trustee Leo H. Speno Leo H. 6peno, Lay Trustee STATE OF N .7, YORK ) SS. COUNTY OF MONROE ) On this 1st day of April in the year 1957 before rye Personally appeared, the night Reverend James E. Kearney, Roman Catholic bishop of the Diocese of Rochester, and the Hight Reverend James C. McAniff, Vicar -General of the said Diocese, to me personally and severally known to be the same persons described in and who executed the foregoing certificate as bishop and vicar -General of the said church, and they severally acknowledged to me that they executed the same. Anna M. Brady Notary Public ANNA M. BRADY Votary Public,State of 11.Y.,Monroe Co.No.290 My Commission expires March 30,1958. STATE OF NEW YORK ) ) SS.: COUNTY OF TOMPKINS ) On the loth day of April, 19571, before me personally appeared the night neverend Monsignor Donald M. Cleary, pastor of the Newman Oratory, to me personally known to be the same person described in and who executed the foregoing certificate as pastor of the said church, and he acknowledged to me th�.t he executed the same. Mary Y. Lobur Notary Public MARY N. LOLUR Notary Public, dtate of New York Pilo. 55-7578130 Qualified in 'Tompkins Gounty Term Expires March 30, 1958. 1 STATE OF NEW YORK ) ) SS.: COUNTY OF TOMPKINS ) On the loth day of Xpril, 1957, before me personally appeared Leo P. Larkin and Leo H. Speno, to me personally and severally known to be the same persons described in and who exe- cuted the foregoing certificate as lay trustees of the Newman Oratory, and they severally acknowledged to me that they executed the same. Recorded April 23, 1957 at 10:36 A.K. Paul T. Rubery Notary Public PAUL T. RUBERY. Notary Public,St;_..Le of New York N0.59-3388535 C;'ualifi ed in Yiayne County Term Expires March 30, 1959. 4 CERTIFICATE OF INCORPORATION OF ST. CATHERINE OF SIENA CHURCH Pursuant to Article 5 of the Religious Uorporations Law. We, the undersigned, for the purpose of incorporating ST. CATHERINE OF SIENA CHURCH, an unincorporated homan C«tnolic U,hurch, pursuant to Article 5 of the hei.igious Corporation Law, do hereby certify as follows: • 1. The Most reverend JAAES E. KEAR4hY, L.D. and The night Reverend Monsignor JA•iES C. McANIFF are respectively the 11oman Catholic bishop and the Vicar-Gener&,.i of the Diocese of Hociiester in which Liocese the intended place of worship of said church is intended to be located. 2. The Very Reverend Monsignor DONALD M. CLEARY is the Rector of said unincorporated • church. 3. JOHN W. MAC DONALD and LEO H. SPENO, M.D. are two laymen members of said crlurch, who have been duly selected by the said Biship, Vicar -General and Rector to execute this certifi- cate of incorporation and to be the trustees of the corporation to be formed. 4. 'The corporate name by which said church shall be known is ST. CA'THERINE OF SIENA C1r:JTLLCii. 5. The principal place of worship of said church is intended to be located in the `town of Ithaca., County of Tompkins, New York. 6. All the subscribers of this certificate are persons of full age, of whom at least two-thirds are citizens of the United States and one a resident of the State of New York. IJ WITNESS tiv`i1ERL0F, we, the several persons above na.ned, have executed and acknowledged this certificate this 24tn day of iviarcn, 1960. James E. Kearney Janes C. McAniff • Donald M. Cleary Leo H. bpeno MD John W. MacDonald STATE OF NEW YORK SS. 'COUNTY UP' MUNROE On this 24th day of March, 196J before me the undersigned personally appeared The Mopt Reverend JAMES E. KEAPdiLY, D.D. and The Right Reverend Monsignor JAMES C. McANIFF, and The Very Reverend Monsignor DONALL M. CLEARY, and JOhN W. MAC DONALD and LEO H. SPh14Uj M.i., to me :mown and �nown to me to be the persons described in and who executed the foregoing Certificate of Incorporation, wrio thereupon acknowledged to me that tney had executed the same. Anna M. Brady Notary Public Seal IdiNA M. BRADY Notary Public,State of N.Y.Monroe Callo.290 My Commission Expires March 3U,1962 Recorded Mar. 21+, i960 at 4:08 P.M. CLERK .. •I A• 445 CERTIFICATE.OF INCORPORATION • • is • Certificate of Incorporation of Overcoming House of Prayer for All People Baptizing them in the Name of Jesus Christ Into the Holy Number, pursuant to Article 10 of the Religious Corpora- tions Law. 'We, the undersigned, all being persons of full age, of whom at least two-thirds are citizens of the United States, and at least one a resident of the State of New York, for the purpose of incorporating an unincorporated Holiness Protestant Church, pursuant to Article 10 of the Religious Corporations Law, hereby certify as follows: 1. A meeting of the Overcoming House of Prayer for Ail People Baptizing them in Name of Jesus Christ Into the Holy Number, pursuant to Article 10 of the Religious Corporations Law, an un- incorporated Holiness Protestant Church, was duly called and held in conformity with the aforesaid article of the Religious Corporations Law at 95 Drake Road, South Lansing, Town of Lansing, Tompkins County, New York, on the 3rd day of April, 1960, at which meeting a majority of the duly qualified voters of said church, being at least six in number, were present. 2. At said meeting King Hardy., one of the subscribers hereto, was presiding officer, and Clarence Vaughn and J. C. Allen, the other subscribers hereto, were present and voted thereat. 3. At said meeting it was duly decided that said Church should become incorporated. Lr. The name of the proposed corporation, as decided on at said meeting, is to be Overcoming House of Prayer I -or All People Baptizing them in the Name of Jesus Christ Into the Holy Number. 5. The number of trustees thereof shall be three. 6. The first annual election of the Trustees shall be held on the 2l+th day of April, 1960, and the annual election of trustees shall each year thereafter be held on said 21+th day of April. 7. The names of the persons elected as trustees, and the terms of office for which they were respectively elected are as follows; King Hardy, to hold office until the first annual election of trustees thereafter; Clarence Vaughn, to hold office until the second annual electionthere- after; and J.C. Allen, to hold office until the third annual election thereafter. g. The principal place of worship of said church is located in the Town of Lansing, County of Tompkins, State of New York. IN WITNESS WHEREOF, we have executed and acknowledged tnis certificate this day of April, 1960. Kin Hard King Hardy (L.S.) Clarence Vaughn Clarence Vaughn (L.S.) J.C. Allen J.C. Allen (L.S.) STATE OF NEW YORK SS.: COUNTY OF TOMPKINS On this 4-th day of April, 1960, before me, the subscriber, personally appeared KING HARDY, CLARENCE VAUGHN, and J.C. ALLEN to me personally known and known to me to be the same persons described in and who executed the within Insturment, and they duly acknowledged to me that they executed the same. :23 PM Michael LoPinto Notary Public MICHAEL LoPINTO, Reg.No.55-2402200 Notary Public, State of New York Qualified in Tompkins County Term Expires March 30, 1961 State of New York Department of State Certificate of Authority I do hereby Certify, that AMBO I., Inc. which appears from documents filed in the Department of State on the tenth day of November, 1960, to be a foreign corporation created under the laws of the State of Illinois, is authorized to do, in this state, the business set forth in the statement and designation, a copy of which is hereto annexed. Wi.thess my hand and the official seal of the Department of State, at the City of Albany, this 19th day of "ovember, 1960. Caroline K. Simon Secretary of State SEAL by Abraham N. Davis Executive Deputy Secretary of State STATEMENT AND DESIGNATION BY AMBO I . , Inc. A foreign corporation, pursuant to Section Two Hundred and Ten of the General Corporation Law. AMBO.I., Inc., a corporation duly organized and existing under the laws of the State of Illinois, pursuant to Section Two Hundred and Ten of the General Corporation Law of the State I I,I of New York, does hereby certify: 1. The business which it proposes to carry on within the State of New York is principally the!,' development, construction, operation and maintenance of housing and commercial units and of t hjr utilities necessary to serve such units. 2. The aforementioned business which the corporation proposes to do within the State of New York is a business which it is authorized to do by its certificate of incorporation. I' 3. The place within the State of New York which is to be its principal place of business will!' Abe 20 North Triphammer road, Town of Lansing, County of Tompkins, New York and its post office) address to which the Secretary of State shall mail copies of process in any action or proceeding i against the corporation is 20 North Triphammer noad, Ithaca, New York. I+. The Secretary of State of the State of New york is hereby designated as the agent of this corporation upon whom all process in any action proceeding against this corporation may be served within the State of New York. 5. Hereto annexed is a certificate of the Secretary of State of the State of Illinois to the effect that this corporation is an existing corporation in the State of Illinois. i; IN WITNESS WHEREOF, said corporation has caused this certificate to be executed in its name by its Vice -President, this _ day of November, 196G. AMBO I . , INC. By: Gerald R. Talandis Vice -President STATE OF NEW YORK SS.: COUNTY OF TOMPKINS GERALD R. TALANDIS, being duly sworn, deposes and says, that he is the Vice -President of AMBO I., INC. the corporation named in and described in the foregoing statement and designation. That he has read the foregoing statement and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon informa-',I tion and belief, and as to those matters he believes it to be true. Gerald R. Talandis Sworn to before me this 9th day of November, 1960. Marlene Height Marlene Haight rotary Public, State of New York Notary Public No. 556727350 Qualified in Tompkins County My Commission Expires March 30, -196 Recorded November 29, 1960 at 1:09 P. M. /� Deputy Clerk. • • • U `3 4 li Certificate of Incorporation of E • C7 • • P. 0. REALTY CORP. Pursuant to Article 2 of the Stock corporation Law We, the undersigned, for the purpose of forming a corporation pursuant to Article Two of the Stock Corporation Law of the State of New York, certify: 1. The name of the corporation shall be P. 0. Realty Corp. II 2. The purposes for which it is to be formed are: To acquire by purchase, lease or otherwise, improve and develop real property. To erect dwellings, apartment houses and other buildings, private or.public, of all kinds, and to sell or rent the same. To lay out, grade, pave and dedicate roads, streets, avenues, highways, lalleys, courts, paths, walks, parks and playgrounds. to buy, sell, mortgage, exchange, lease, let, hold for investment or otherwise, use and operate, real estate of all kinds,improved or i,unimproved, and any right or interest therein. 3. The total number of shares that may be issued is two hundred (200), all of which are to be without par value. The capital of the corporation shall be at least equal to trie sum of the aggregate par value of all issued shares having par value, plus the aggregate amount of consideration received 1, by the corporation for the issuance of shares without par value, plus such amounts as from time to time, by resolution of the board of directors, may be transferred thereto. )+. The entire two hundred (200) shares shall be common stock. 5. The corporation may issue and sell its shares without par value for such considerati as from time to time may be fixed by the board of directors. 6. The office of the corporation shall be located in the Village of Trumansburg, County of Tompkins, New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation, which may be served upon him , is Elm Street, Trumansburg, New York. 7. The duration of the corporation shall be perpetual. S. The number of directors shall be not less than three (3) nor more than five (5). 9. The names and post office address of the directors until the first annual meeting of the stockholders are: NAMES James Stevenson Georgianna Stevenson Victor G. Mount POST OFFICE ADDRESS R.L., Trumansburg, N. Y. R.L., Trumansburg, N. Y. 103 Fall Street, Seneca Falls, N. Y. 10. The name and post office address of each subscriber of this certificate of incorpor tion and a statement of the number of shares which each agrees to take in the corporation are as follows: NAME James Stevenson Georgianna Stevenson Victor G. Mount POST OFFICE ADDRESS Trumansburg, N. Y. R.L., Trumansburg, N. Y. 103 Fall Street, Seneca Falls, N.Y. NUMBER OF COMMON SHARES 1 100 11. All of the subscribers of this certificate are of full age, at least two-thirds of them are citizens of the United States, at least one of them is a resident of the State of New York, and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York. 12. The Secretary of State of the State of New York is hereby designated as the agent of the corporation upon whom process in any action or proceeding against it, may be served. IN WITNESS WHEREOF, we have made and subecribed this certificate this 27th day of September 1960. James Stevenson James Stevenson Georgianna Stevenson Georgianna Stevenson Victor G. Mount Victor G. Mount 44,1 I ! �ISTATE OF NEW YORK (COUNTY OF SENECA ss. On this 27th day of September, 1960, before me, the subscriber, personally appeared JAMES STEVENSON, GEORGIANNA STEVENSON and VICTOR G. MOUNT, to me personally known, and known to me to be the same persons described in and who executed the within Certificate of Incorporation, and they duly severally acknowledged to me that they executed the same. Marguerite A. Crutchley Notary Public MARGUERITE A. CRUTCHLEY Notary Public in the State of New York Seneca Co. No. 88, N.Y. Commission zxpires March 30, 1962. 'STATE OF NEW YORK ss.; DEPARTMENT OF STATE I CERTIFY THAT I have compared the preceding copy with the original Certificate of Incor- !poration of P. 0. Realty Corp., filed in this department on the 16th day of November 19602 and;; ,that such copy is a correct :transcript therefrom and of the whole of such original. ! WITNESS my hand and the official seal of the Department of State at the City of -itlbany, this sixth day of September,',i, one thousand nine hundred sixty-one. l SEAL Caroline K. Simon Secretary of State By John J. Fromer Deputy Secretary of State j Recorded September 15 1961 at 2:30 P.M. C RK CERTIFICATE OF CHANGE OF NAME Certificate of change of name of FIRST BAPTIST CHURCH AND SOCIETY OF NEWFIELD, pur- suant to Section Forty of the General Corporation Law. We, LEON H. DITZELL AND KENNETH GEORGIA, being respectively the president and the secretary of the FIRST BAPTIST CHURCH AND SOCIETY OF NEWFIELD, certify: I 1. The name of this corporation is FIRST BAPTIST CHURCH AND SOCIETY OF NEWFIELD. 2. The certificate of incorporation was filed in the Office of the Clerk of the i'County of Tompkins in Book Number 3 of j'lliscellaneous Records at page 152 &tc, on February 22, 1875. 3. The new name to be assumed by this corporation is PEOPLES BAPTIST CHURCH. In Witness whereof, we have made and subscribed this certificate in triplicate, this, 31st day of August, 1961. Rev. Leon H. Ditzell L. S. Leon H. Ditzell Kenneth Georgia Kenneth Georgia STATE OF NEW YORK ss: !I COUNTY OF TOMPKINS r On this 31st day of August, 1961, before me, the subscriber, personally came LEON H.jl Ij DITZELL and KENNETH GEORGIA, to me known and known to me to be the persons described in and whip executed the foregoing certificate of change of name, and they thereupon severally and duly acknowledged to me that they executed the same. Archie L. Allen 1Votary Public State of New York (Notarial Seel) 110. 55-0043200 'Qual. in Tompkins and Tioga Counties Term Expires March 30, 1963 Archie L. Allen !I Notary Public i • • E E -I U STATE OF NEW YORK ) COUNTY OF TOMPKIN S iss: LEON H. DITZELL and KENNETH GEORGIA, being duly sworn, depose and saN .�eh f'n,• 449 • • • • himself deposes and says, that they both reside in Newfield, New York, and the he, LEON H. DITZELL is the President and pastor, and that he, KENNETH GEORGIA is the Secretary of the corporation named in the foregoing instrument; that they were duly authorized to execute and file the foregoing certificate of Change of name of said corporation by the vote of the members of the said R eligbus Corporation, at a meeting held on notice as prescribed by the Religbus corporation Law of the State of i�ew York, at its regular place of worship in the Village of Newfield, Tompkins County, State of New York, on the 28th day of June, 1961 at 7:30 o'clock in he evening, and JOHN PISCOPO and ADRIAN EVERHART, being duly sworn depose and say that they were both elected inspectors of election to receive the vote taken at said meeting. Rev. Leon H. Ditzell Leon H. Ditzell Kenneth Georgia Kenneth Georgia John Piscopo John Piscopo Adrian Everhart Adrian Everhart Subscribed and sworn to before me this 31st day of August, 1961, Archie L. Allen Notary Public Archie L. Allen Notary Public State of New York No. 55-0043200 Qual, in Tompkins and Tioga Counties Term Expires March 30, 1963 (Notarial Seal) Recorded September 21, 1961 at 11 A. M. �....� clerk CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION OF TRINITY LUTHERAN CHURCH, (MISSOURI SYNOD), pursuant to Article 10 of the Religious Corporations Late. We, the undersigned, all being persons of full age, of whom at least two thirds are citi- zens of the united States, and at least one a resident of the State of New York, for the pur- pose of incorporating an unincorporated Lutheran Church, pursuant to Article 10 of the Reli- gious Corporations Law, hereby certify as follows: I. A Meeting of Trinity Lutheran Church, (Missouri Synod), an unincorporated Lutheran Church, was duly called and held in confori*ity with the aforesaid article of the Religious Corporations Law at 12:15 P. M., on the 26th day of October, 1962, at which meeting a majority of the duly qualified voters of said church, being at least six in number, were present. 2. At said meeting John Gold, one of the subscribers hereto, was presiding officer, and John Hollingsworth, John B. Brombaugh and Hobert M. Conlon, the other subscribers hereto, were present and voted thereat. 3. At said meeting it was duly decided that said church should become incorporated. 4. The name of the proposed corporation, as decided on at said meeting, is to be Trinity Lutheran Church, (Missouri Synod) . 5• The number of trustees thereof shall be three. 6. The first annual election of the Trustees shall be held on the 213th day of October, 1962, and the annual election of trustees shall each year thereafter be held on the first Mon- day of November. 7. The names of the persons elected as trustees, and the terms of office for which they were respectively elected are as follows: John B. Brombaugh three years, Robert M. Conlon two years and John Hollingsworth one year. 8. The principal place of worship of said church is intended to be located in tme Town of Lansing, ^ ounty of Tompkins. 150 IN WITNESS WHERr,OF, we have executed and acknowledged this certificate this 26th day of October, 1962. John Gold John Hollingsworth John B. Brombaugh Robert M. Conlon STATE uF NEW YORK • COUNTY uF TOMPKINS SS: On this 28th day of October, 1962, before me, the subscriber, personally appeared John Gold, Juhn Hollingsworth, John B. Brombaugh and Robert M. Conlon to me personally known and known to me to be the same persons described in and who executed the within instrument, and they acknowledged to me that they executed the same. • Chester E. Bednarczyk Notary Public Chester E. Bednarczyk State of New York ivotary i?ublic,State of New York My Commission expires i�ar.30,1963 No. 55-0218878 Qualified in Tompkins County Term Expires March 30, 1963. Recorded November 7, 1902 at 11:33 A. M. ` Clerk CERTIFICATE OF INCORPORATION OF FIRST BAPTIST CHURCH OF WEST DA.NBY, N. Y. Certificate of Incorporation of the First Baptist Church of West Danby, N. Y., pursuant to Article 7 of the Religious Corporation Law of the State of New York. We, the undersigned, all being persons of full age, of whom at least two-thirds are citizens of the United States, and at least one a residentof the State of New York, for the • purpose of incorporating an unincorporated Baptist Church, pursuant to Article 7 of the Reli- gious Corporations Law of the State of New York, do hereby certify: 1. That a meeting of the FIRST BAPTIST CHURCH OF WEST DANBY, N. Y., an unincorporated Baptist Church, was duly called and held in conformity with the aforesaid Article 7 of the Religious Corporations Law, at its usual place of worship, in the Village of West Danby, Tomp- kins County, New York, on the 21st day of February, 1963, at 8:30 o'clock in the evening, at which meeting a majority of the duly qualified voters of said church, being at least six in number were present. 2. At said meeting, from the qualified voters present, Rev. Robert R. Mitchell, one of the subscribers hereto, was elected as presiding officer, and Don Jones and Milton Todd, the other subscribers hereto, were duly elected inspectors of election. 3. The said meeting decided that such unincorporated church should bec.)me incorporated. 4. The name of the proposed corporation is to be THE FIRST BAPTIST CHURCH OF WEST DANBY, N. Y. • 5. That said meeting decided that at all future meetings whether stated or special and whether congregational or corporate, only persons who have been admitted into full communion and membership, and who are in good and regular standing of this church corporation shall have the right to vote. • 6. That the number of trustees of this corporation shall be three. 7. That the names of the pers ns elected as Trustees and the terms of office for which they were respectively elected are as follows: Burton White to hold office until the first annual election of Trustees thereafter, Mitchell P akkala to hold office until the second annual election of Trustees thereafter, Milton Todd, to hold office until the third annual election of Trustees thereafter, or 4�1 until the respective successors to such Trustees shall be elected. • 8. That the principal place of worship of said church shall be in the Village of West Danby, Tompkins County, New York. IN WITNESS WHEREOF, we, the presiding officer of said meeting, and the two inspectors of election thereat, have hereunto subscribed our names and acknowledged this certificate this 12th day of March, 1963. Robert R. Mitchell L.S. Robert R. Mitchell Don Jones L.S. Don Jones Milton Todd L.S. Milton Todd STATE OF NEW YORK ss: COUNTY OF T)MPKINS On this the 12th day of March, 1963, before me, the subscriber, personally appeared; ROBERT R. MITCHELL, DON JONES and MILTON TODD to me personally known and known to me to be the same persons described in and who executed the within Instrument and they, thereupon, duly and severally acknowledged to me that they executed the same. Zdenka K. Stepan Notary Public #55-3834850 Tompkins County Recorded & fil.-d March 19, 1963-10:30 A. M. • CERTIFICATE OF INCORPORATION of Ithaca College Newman Foundation Pursuant to Article 5 of the Religious Corporations Law Clerk 9Gr,�./ WE, THE UNDERSIGNED, for the purpose of incorporating ITHACA COLLEGE NEWMAN FOUNDATION, an unincorporated Roman Catholic Church, pur-suant to Article 5 of the Religious Corporations Law, do hereby certify as follows: 1. The Most Reverend JAMES E. KEARNEY, D. D. and the Right Reverend Monsignor JAMES C. it McANIFF are respectively the Roman Catholic Bishop and the Vicar -General of the Diocese of Rochester in which Diocese the intended place of worship of said church is intended to be ,,located. 2. The Reverend RICHARD E. M RPHY is the Rector of said unincorporated church. 3. JOSEPH TAGUE and CRAIG McHENRY are two laymen: members of said church, who have been i duly selected by the sid Bishop, Vicar -General and Rector tc; execute this certificate of incor- joration and to be the trustees of the corporation to be formed. !�. The corporate name by which said church shall be known is ITHACA COLLEGE NEWMAN FOUND- ATION. 5. The principal place of worship of said church is intended to be located in the Town of i It'^aca, County of Tompkins, New York. i 6. All the subscribers of this certificate are persons of full age, of whom atleast two- thirds are citizens of the United States and one a resident of the State of New York. IN WITNESS WHEREOF, We, the several persons above named have executed and acknowledged this certificate this 17th 'ay of March, 1963. I James E. Kearney James C. McAniff Richard E. Murphy Craig McHenry Joseph Tague 15�2) STATE OF NEIti YORK COUNTY OF TOMPKINS SS On this 17th chy of March, 1963, before me the undersigned personally Appeared The Most Reverend JAMES E. KEARNEY, D. D. and The Right Reverend Monsignor JAMES C. MCANIFF, and the Reverend RICNARD E. MURPHY, and JOSEPH 'AGUE and CRAIG McHENRY, to me known and knoUm to me to be the persons described in and who executed the foregoing Certificete of Incorporation, • who thereupon acknowledged to me that they had executed the same. Margaret J. McNally Notary Public Margaret J. McNally (Seal) Notary Public, State of New York Tompkins County No. 55-7842400 • My Commission Expires March 30, 1964 Recorded April 26, 1963-4:55 P. M. Clerk CERTIFICATE OF CONSOLIDATION of ALLEGANY TELEPHONE COMPANY, INC. and THE CAROLINE FARMER'S TELEPHONE COMPANY, INC, and CATO AND MERIDIAN TELEPHONE COMPANY and DRYDEN TELEPHONE CORP- ORATION and THE FILLI4ORE TELEPHONE COMPANY and HAMMONDSPORT TELEPHONE COMPANY and JASPER- STEUBEN TELEPHONE CORPORATION and THE PULTENEY-BRANCHPORT TELEPHONE COMPANY and SANBORN TELEPHONE COMPANY, INC, and THE WEST VALLEY TELEPHONE COMPANY into IROQUOIS TELEPHONE CORPORATION (a new corporation), Pursuant to Section 86 of the Stock Corporation Law and to Section 30-a of the Transportation Corporations Law. We, W. Bradford Harrison and John T. Ryan, being respectively President and Secretary of each of the following corporations: Allegany Telephone Company, Inc., The Caroline Farmer's Telephone Company, Inc., Cato and Meridian Telephone Company, Dryden Telephone Corporation, The Fillmore Telephone Company, Hammondsport Telephone Company, Jasper-Steuben Telephone • Corporation, The Pulteney-Branchport Telephone Company, Sanborn Telephone Company, Inc. and The West Valley Telephone Company, Hereby Certify 1. A statement of the name of each corporation to be included in the consolidation and the date of the.:filing of its Certificate of Incorporation in the Department of State of the State of New York, is as follows: A. Allegany Telephone Company, Inc. whose certificate of incorporation was filed in the Department of State on August 15, 1949. B. The Caroline Farmer's Telephone Company, Inc. whose certificate of incorporation was filed in the Department of State on January 30, 1920. C. Cato and Meridian Telephone Company whose certificate of incorporation was filed in the Department of State on March 28, 1905. Certificate of extension of existence to perpetual was filed Play 24, 1948 in the Department of State. • D. Dryden Telephone Corporation whose certificate of incorporation was filed in the Department of State on September 20, 1929. E. The Fillmore Telephone Company, whose certificate of incorporation was filed in the office of the Secretary of State on July 21, 1900. F. Hammondsport TelephoneCompany whose certificate of incorporation was filed in • the Department of State on January 2, 1906 and whose certificate of revival of existence to perpetual was filed in the Department of State on December 10, 1957. G. Jasper-Steuben Telephone Corporation whose certificate of incorporation was filed in the Department of State on December 14, 1953. H. The Pulteney-Branchport Telephone Company whose certificate of incorporation was filed in the Department of State on February 5, 1903• I. Sanborn Telephone Company, Inc., was originally incorporated under the name of F-, Sanborn Home Telephone Company, Inc. Its certificate of incorporation was filed in the Depart- • 0 C is ment of State on November 6, 1912. The certificate of change of name from Sanborn Home Tele- phone Company, Inc. to Sanborn Telephone Company, Inc. and certificate of extension of exis- tence to perpetual was filed in the Department of State on July 20, 1953. J. The West Valley Telephone Company whose certificate of incorporation was filed in the Department of State on September 29, 1905. Its certificate of existance to perpetual was filed to September 28, 1955 in the Department of State. 2. The total number of shares which each of the ocrporations to be included in the con- solidation is authorized to issue, the number thereof which have a par value, together with the par value of each, and the number thereof which are without par value, are as follows: A. The total number of shares which Allegany Telephone Company, Inc. is authorized to issue is Twenty One Thousand Five Hundred (21,500) shares consisting of Ten Thousand ( 10,000) Common shares which have a par value of $10 each and none of which are without par value and . Eleven Thousand Five Hundred (11,500) 5% Cumulative Preferred shares of a par value of $10 each. B. The total number of shares which The Caroline Farmer's Telephone Company, Inc. is authorized to issue is Four Hundred shares (400) all of which have a par value of $50 each and none of which are without par value. C. The total number of shares which Cato and Meridian Telephone Company is author- ized to issue is Seven Thousand Five Hundred (7500) shares, consisting of Six Thousand (6000) Common shares of no par value and Fifteen Hundred (1500) 5% Cumulative Preferred shares of the j par value of $100 each. I, D. The total number of shares which Dryden Telephone Corporation is authorized to issue is Thirty Five Hundred (3500) shares, consisting of Two Thousand Five Hundred (2500) Common shares of no par value and One Thousand (1000) 5% Cumulative Preferred shares of a par value of $100 each. E. The total number of shares which The Fillmore Telephone Company is authorized. to issue is Five Hundred (500) shares, all of which have a par value of $10 each and nae of which are without par value. F. The total number of shares which Hammondsport Telephone Company is authorized to issue is Three Hundred (300) shares, all of which have a par value of $10 each and na-e of which are without par value. G. The total number of shares which Jasper-Steuben Telephone Corporation is author - '!ized to issue is Ten Thousand (10,000) shares, consisting of Five Thousand (5000) common shares which have a par value of $10 each and none of which are without par value and Five Thousand (5000) 6% Cumulative Preferred shares of a par value of $10 each. H. The total number of shares which The Pulteney-Branchport Telephone Company is authorized to issue is One Hundred (100) shares, all of which have a par value of $10 each and none of which are without par value. I. The total number of shares which Sanborn Telephone Company, Inc. is authorized to issue is Ten Thousand (10,000) shares, all of which are without par value and none of which have a par value. J. The total number of shares which The West Valley Telephone Company is authorized to issue is Sixty (60) shares, all of which have a par value of $50 each and none of which are­:wtthout par value. 3. The name of the Consolidated Corporation is Iroquois Telephone Corporation, which is to be a new corporation. 4. A. The amount of the capital stock of the Consolidated Corporation (hereinafter some- times .called the "Corporation") is Two Million Five Hundred Thousand Dollars ($2,500,000.00) and the number and par value of the shares of which it is to consist is Two Hundred and Fifty Thou- sand (250,000) shares, all of which are to have a par value of Ten Dollars ($10) each. each; B. The shares of the corporation are to be classified as follows: 36,201 shares are to be 6% Preferred Stock with a par value of Ten Doi-ars ($10) 213,799 shares are to be Common Stock with a par value of Ten Dollars ($10) each. C. All of the designations, preferences, privilges and voting powers of the shares of each class, and the restrictions and qualifications thereof, are to be as follows: 6% PREFERRED STOCK The 6% Preferred Stock shall receive out of any assets of the Corporation available for dividends, declared as dividends by the Board of Directors, cumulative dividends thereon at I the rate of six per cent (6%) per annum on the par value thereof payable quareterly on the first days of January, April, July and October of each year. All dividends accrued on the 6% Preferred Stock shall be fully paid, or declared and set apart for payment, before any dividends on the Common Stock shall be paid or set apart for payment. In theevent that there be a default in the payment of any four quarterly dividends, the owners of 66 Preferred Stock shall thereafter and until such default shall have ben cured, be entitled to cast one vote for each such share upon all questions upon which the holders of Common Stock shall have the authority to vote, and, voting separately as a class, to elet the majority of the Board of Directors-- the remaining members of the Board of Directors to be elected by holders of Commo Stock. Except as hereinbefore provided in theevent of default in the payment of any four quarterly dividends, the6g6' Preferred Stock shall have no voting rights whatsoever. In the event of liquidation or dissolution or distribution of the assets of the Corpora- tion, the holders of the 6% Preferred Stock shall be paid the par value thereof and the amount of all unpaid and accrued dividends thereon, before any amount shall be payable to the holders of the Common Stock. The 6% Preferred Stock may be redeemed in whole or in part on.any day on which a dividend shall be payable upon paymentto the holders thereof the sum of Ten Dollars ($10,00), per share, and the amount of all unpaid accuued dividends thereon at the date of such redemption. The 60 Preferred Stock to be redeemed, if less than the whole thereof, shall be determined by lot, in such manner as the Board of Directors may determine. Thirty days' notice of such redemption shall be mailed to the holder of each such share to be redeemed at his last known post office address as the same appears on the books of the corporation, and upon the expiration of such thirty days all the rights and privileges of such redeemed shares and the holders thereof, except the right to receive the redemption price and accrued unpaid dividends, shall cease and terminate. The 6% Preferred Stock shall have no pre-emptive rights. COMMON STOCK Out of the assets of the Corporation available for dividends remaining after full dividends on all stock having priority as to dividends over the Common Stock shall have been paid or declared and set apart for payment and d'ter making such provision, if any, as the Board of Directors may deem necessary or advisable for working capital and reserves or otherwise, then, and not otherwise, dividends may be paid upon the Common Stock, bgttL:only when and as determined by the Board of Directors. The respective shares of the Common Stock shall entitle the holders thereof to one vote for each share of such Common Stock held by them respectively, except as herein otherwise expressly provided. 5. The office of the Corporation is to be located in the Village of Dryden, County of • n U • C Tompkins, State of New York. The address within or without the State, to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served k, n H� 4 e ) a upon him, is: P. 0. Box 2, Dryden, N. Y. • E • 6. The duration of the Corporation shall be perpetual. 7. The number of directors of the Corporation shall be not less than three (3) nor more than eleven (11). 8. The names and post office addresses of the persons who are to be directors of the Corporation until the first annual meeting of its stockholders are: W. Bradford Harrison, P. 0. Box 2, Dryden, New York Bruce S. Miner, P. 0. Box 2, Dryden, New York John T. Ryan, 35 Main Street, Cortland, New York g. The Terms and conditions of the Consolidation, the mode of carrying same into effect and the manner of converting the shares of each of the constituent corporations into shares of the Corporation are as follows: A. All of the issued and outstanding shares of the 5% Preferred Stock of Allegany Telephone Company, Inc. of the par value of $10 per share (being 11,500 shares) are hereby ,converted into 11,500 shares of the 6 Preferred Stock of the par value of $10 per share I of the Corporation. Holders of shares of 5% Preferred Stock shall be entitled to dividends at the 5% rate between the last quarterly dividend payment prior to the consolidation and the date of the consolidation. After the consolidation dividends will accrue and be payable at the 6% rate. B. All of the issued and outstanding shares of Allegany Telephone Company, Inc. Common Stock of the par value of $10 per share being 6000 shares are hereby converted into 7330 shares of the Common Stock of the Corporation on the basis of each share of the Common Stock of Allegany Telephone Company, Inc. being converted into 1.22 shares of the Common Stock of the Corporation. C. All of the authorized but unissued shares of the Common Stock of Allegany ,'Telephone Company, Inc. of the par value of $10 per share are hereby converted into thesame umber (1300) of authorized but unissued shares of th e Common Stock of the Corporation of the par value of $10 per share. D. All of the issued and outstanding shares of the Common Stock of the Caroline Farmer's TelephoneCompany, Inc, of the par value of $50 per share (being 20 shares) are hereby 'converted into 1311`shares of Common Stock of the Corporation of the par value of per er share $ on the basis of each share of The Caroline Farmer's Telephone Company, Inc. Common Stock being converted into 65.55 shares of the Common Stock of the Corporation. E. All of the 380 authorized but unissued shares of the Common Stock of The Caroline armer's Telephone Company, Inc. of the par value of $50 per share are hereby converted into the ame number (380) of authorized but unissued shares of the Common Stock of the Corporation of the par value of $10 per share. F. All of the issued and outstanding shares of the 5% Preferred Stock of Cato and Meridian Telephone Company of the par value of $100 per share (being 1250 shares) are hereby converted into 12,500 shares of the 6% Preferred Stock of the par value of $10 per share of the Corporation. Holders of shares of 5% Preferred Stock of Cato and Meridian Telephone Company hall be entitled to dividends at the 5% rate between the last quarterly dividend payment date rior to the consolidation and the date of the consolidation. After the consolidation, dividends will accrue and be payable at the 6 % rate. 0. All of the issued and outstanding shares of Cato and Meridian Telephone Company Common Stock without par value (being 4700 shares) are hereby converted into 10,415 shares of the Common Stock of the Corporation of a par value of $10 per share on the basis of each share of the Common Stock of Cato and Meridian Telephone Company being converted into 2.22 shares of the Common Stock of theCorporation. H. All of the 250 authorized but unissued shares of the 5% Preferred Stock of Cato and Meridian Telephone Company of the par value of $100 per share are hereby converted into 2500 456 shares of authorized but unissued shares of Common Stock of the Corporation of the par value of $10 per share. I. All of the 1,300 authorized but unissued shares of the Common Stock of Cato and Meridian TelephoneCompany, all without par value, are hereby converted into 13,000 shares authorized but unissued shares of the Common Stock of the Corporation of the par value of $10 per share. J. All of the issued and outstanding shares of the 5% Preferred Stock of Dryden Telephone Corporation of the par value of $100 per share (being 1000 shares) are hereby con- verted into 10,000 shares of the 6% Preferred Stock of the par value of $10 per share of the Corporation. Holders of shares of 56' Preferred Stock shall be entitled to dividdrids at the 5% rate between the last quarterly dividend payment date prior to the consolidation and the date of consolidation. After the consolidation, dividends will accrue and be payable at the 6% rate. K. All of the issued and ou`standing shares of Dryden Telephone Corporation Common Stock without par value (being 2484 shares) are hereby converted into 7792 shares of Common Stock of the Corporation of a par value of $10 per share on the basis of each share of Common Stock of the Dryden Telephone Corporation being converted into 3.13 shares of Common Stock of the Corporation. L. All of the 16 authorized but unissued shares of the Common Stock of Dryden Telephone Corporation without par value are hereby converted into 160 shares of authorized but unissued shares of the Common Stock of the Corporation of the par value of $10 per share. M. All of the issued and outstanding shares of The Fillmore Telephone Company Common Stock of a par value of $10 per share being 500 shares are hereby converted into 591 shares of the Common Stock of the Corporation of a par value of $10 per share on the basis of each share of The Fillmore Telephone Company being converted into 1.18 shares of Common Stock of • the Corporation. N. All of the 300 shares of issued and outstanding Common Stock of Hammondsport Telephone Company of a par value of $10 per share are hereby converted into 1592 shares of the. Common Stock of the Corporation of a par value of $10 per share on the basis of one share of. Hammondsport Telephone Company being converted into 5.307 shares of Common Stock of the Corp- oration. 0. All of the issued and outstanding shares of the cumulative 6% Preferred Stock of Jasper-Steuben Telephone Corporation of the par value of $10 pershare (being 2201 ghares) are hereby converted into 2201 shares of the 6% Preferred Stock of the par value of $10 per share of the Corporation. P. All of the issued and outstanding shares of the Jasper-Steuben Telephone Corp- 11 oration Common Stock of $10 per value pershare (being 2500 shares) are hereby converted into 719 shares of the Common Stock of the Corporation of a par value of $10 per share on the basis of one share of Common Stock of Jasper-Steuben Telephone Corporation being converted into 0.291 • shares of Common Stock of the Corporation. Q. A11 of the 2899 authorized but unissued shares of the 6% Preferred Stock of Jas per-Steuben TelephoneCorporation of the par value of $10 per share are hreby converted into thl same number (2899) shares of 6% Preferred Stock of the Corporation of the par value of $10 per! • share. l R. All of the 2500 authorized but unissued shares of the Common Stock of Jasper- Steuben Telephone Corporation of the par value of $10 per share are hereby converted into the same number (2500) of authorized but unissued shares of the Common Stock of the Corporation of the par value of $10 per share. S. All of the issued and outstanding shares of The Pulteney-Branchport 'telephone Company Common Stock of $10 par value per share (being 97 shares) are hereby converted into one (1) share of the Common Stock of the Corporation of a par value of $10 per share on the 457 basis of one share of Common Stock of The Pulteney-Branchport Telephone Company being converted • • • into 0.01031 of a share of Common Stock of the Corporation. T. All of the 3 authorized but unissued shares of Common Stock of The Pulteney-Branch- port Telephone Company of the par value of $10 per share are hereby converted into the same l ;number (3) shares of theCommon Stock of the Corporation of the par value of $10 per share. U. All of the issued and outstanding shares of Sanborn Telephone Company, Inc. Common Stock without par value (being 6565 shares) hereby are converted into 36,772 shares of the Common Stock of the Corporation of a par value of $10 per share on the basis of each share of Common Stock of Sanborn Telephone Company, Inc. being converted into 5.60 shares of Common Stock of the Corporation. V. All of the 3435 authorized but unissued shares of the Common Stock of Sanborn Telephone Company, Inc., all without par value, are hereby converted into 34,350 shares of authorized but unissued shares of the Common Stock of the Corporation of the par value of $10 per share. W. All of the issued and outstanding shares of The West Valley Telephone Company Common Stock of a par value of $50 per share (being 60 shares) hereby are converted into one (1) shares of the Common Stock of the Corporation of a par value of $10 per share on the basis of each share of The West Valley Telephone Company being converted into 0.01667 of a share of the Corporation. X. No fractional share of Common Stock of the Corporation or certificates therefor, or Scrip Certificates in lieu thereof, will be issued by the Corporation. If, upon the con- version of the shares of Common Stock of any constituent corporation into shares of the Common Stock of the Corporation, any holder of a share or shares of any of the constituent corporations shall be entitled to receive any fraction of less -than -one -share of Common Stock of the Corpor- ation, such holder shall be entitled to receive in respect bf such fraction only a cash payment in the amount of the product of Fifteen Dollars and Four Cents, ($15,04), multiplied by such fraction, and shall have no other claim against or interest in the Corporation in respect of such fraction of Tess -than -one share. Y. Upon surrender or cancellation by the respective holders, at such office or agency of the corporation as may be designated by the Board of Directors for that purpose, of the certificates representing shares of the Preferred Stock and Common Stock of the const-tuent corporations, duly endorsed in blank for transfer if required, such respective holders shall be entitled to receive a certificate or certificates representing the share or shares of stock of the Corporation to which each suchholder is entitled as eCoresaid. Z. The conversion of shares of Preferred Stock and Common Stock of the respective constituent corporations into shares of the Corporation shall take place upon and become effec- tive by the filing of this Certificate of Consolidation in the Department of State, without further action by the holders of such shares or by any other person or persons; and upon such filing the holders of record of shares of the respective constituent corporations shall become I !and be holders of record in the manner and amounts herein provided, of shares of the Corporation. 10. The territory in which the operations of the Corporation shall be carried on is as follows: The counties, cities, villages and towns of the State of New York, including particu- larly, but without limitation upon the generality of the foregoing the following: In the County of Allegany: Villages of Alfred, Almond, Andover, Fillmore; Towns of Alfred, Allen, Almond, Andover, Birdsall, Caneadea, Centerville, Granger, Hume, Independence, Rushford, ?-Wellsville, West Almond. In the County of Cattaraugus: Towns of Ashford, East Otto, Ellicottville, Machias, Yorkshire. In the County of Cayuga: Villages of Cato, Fair Haven, Meridian; Towns of Cato, 115S Conquest, Ira, Sterling, Victory. In theCounty of Cortland: Towns of Harford, Lapeer, Virgil. In the County of Livingston: Town of Portage. In the County of Niagara: Towns of Cambria, Lewiston, Pendleton, Porter, Wheatfield, Wilson. In the County of Onondaga: Town of Lysander. In theCounty of Oswego: Village of Hannibal; Towns of Granby, Hannibal, Oswego. • In the County of Steuben: Village of Hammondsport; Towns of Bath, Bradford, Cameron, Greenwood, Hartsville, Hornellville., Jasper, Pulteney, Rathbone, Troupsburg, Urbana, Wayne, West Union, Wheeler, Woodhull. In the County of Tioga : Town of Richford . • In the County of Tompkins: Villages of Dryden, Freeville; Towns of Caroline, Danby, Dryden, Groton. In the County of Wayne: Town of Wolcott. In the County of Wyoming: Village of Pike; Towns of Eagle, Genesee Falls, Pike. In the County of Yates: Town of Jerusalem. 11. The Secretary of State of the State of New York is designated as the agent of the 1 Corporation upon whom process in any action or proceeding against it mayybe served. 12. The directors of the Corporation need not be stockholders of the Corporation. 13. Subject to the applicable provisions of thePublic Service Law, no contract or other transaction entered into any the Corporation shall be affected by the fact that any director of the Corporation is in any way interested in or connected with any party to such contract or 11 transaction, provided that such contract..or transaction shall be approved by a majority of the directors present at the meeting authorizing or confirming such oontract or transaction, which majority shall corust of directors not so interested or connected. The fact that any director • of the Corporation has such an interest or connection with any contract or other transaction so approved shall not render him liable to account to the Corporation for any profit realized by him or for any loss suffered by the Corporatbn from or through any such contract or trans- action. The lack of such approval shall not in and of itself invalidate any such contract or transaction or deprive the Corporation or any of its directors of any right to proceed therewith insofar as permitted by law. 14. The Corporation reserves the right, subject to compliance with any applicable re- quirement of this Certificate, to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereafter permitted by statute, and all rights granted to stockholders herein are granted subject to this reservation. 15. Subject to the By -Laws, if any, adopted by the stockholders, the Board of Directors of the Corporation shall have power without the assent or vote of the stockholders to make, alter, amend and repeal the By -Laws of the Corporation; and shall have the power to appoint an Executive Committee from among their number, which Committee, to the extent and in the manned • provided in the By -Laws of the Corporation, shall have and may exercise all of the powers of tYe Board of Directors, so far as may be permitted by law, in the management of the business and I afffairs of the Corporation whenever the Board of Directors is not in session. The fact that e Executive Committee has acted shall be conclusive evidence that the Board of Directors was not • i in session at the time of such action. 16. The present By -Laws of Dryden Telephone Corporation (constituent corporation) shall be the By -Laws of the Corporation except as modified by the provisions hereof and except as such By -Laws may be amended or added to from time to time as provided herein, therein or bylaw. IN WITNESS WHEREOF, the undersigned have made and subscribed this Certificate this 23rd day of April, 1964. W. Bradford Harrison, As President of Allegany Telephone Company, I c. n W. Bradford Harrison, As President of The Caroline Farmer's Telephone Company, Inc. �DN 4 h� W. Bradford Harrison, As President of Cato and Meridian Telephone Company W. Bradford Harrison, As President of Dryden Telephone Corporation W. Bradford Harrison, As President of The Fillmore Telephone Company W. Bradford Harrison, As President of Hammondsport Telephone Company W. Bradford Harrison, As President of Jasper-Steuben Telephone Company W. Bradford Harrison, As President of the Pulteney-Branchport Telephone Company • W. Bradford Harrison, As President of Sanborn Telephone Company, Inc. W. Bradford Harrison, As President of The West Valley Telephone Company John T. Ryan, As Secretary of Allegany Telephone Company, Inc. John T. Ryan, As Secretary of The Caroline Farmer's Telephone Company, Inc. John T. Ryan, As Secretary of Cato and Meridian Telephone Company • John T. Ryan, As Secretary of Dryden Telephone Corporation John T. Ryan, As Secretary of The Fillmore Telephone Company John T. Ryan, As Secretary of Hammondsport Telephone Company John T. Ryan, As Secretary of Jasper-Steuben Telephone Corporation John T. Ryan, As Secetary of The Pulteney-Branchport Telephone Company John T. Ryan, As Secretary of Sanborn Telephone Company, Inc. John T. Ryan, As Secretary of The West Valley Telephone Company STATE OF NEW YORK SS: COUNTY OF TOMPKINS On this 23 day of April, 1964, before me personally came W. BRADFORD HARRISON and JOHN T. RYAN, to me -known and known to me to be the persons described in and who executed the foregoing Certificate of Consolidation, and they thereupon severally duly acknowledged to me that they executed the same. George R. Simpson • Notary Public George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966 STATE OF NEW YORK SS: COUNTY OF TOMPKINS W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and aay, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of Allegany Telephone Company, Inc., one of the constituent corporations named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of Allegany Telephone Company, Inc. entitled to vote thereon; and that such votes were cast at a stockholders' meet- ing held on April 21, 1964 upon notice as prescribed in Section 45 of the Stock Corporation • Law to every stockholder of record of the Cm poration entitled to vote thereon and to every stockholder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. W. Bradford Harrison John T. Ryan • Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson Notary Public George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966 STATE OF NEW YORK . '"- S S : COUNTY OF TOMPKINS : W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Reran, is the Secretary, of The Caroline Farmer's Telephone Company, Inc., one of the constituent 460 corporations named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by -:the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of The Caroline Farmer's Telephone Company, Inc. entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 22, 1964 upon notice as prescribed in Section 45 of the Stock Corporation Law to every stockholder of record of the Corporation entitled to • vote thereon amd to every stockholder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. W. Bradford Harrison John T. Ryan Subscribed and sworn to before me this 23 day of April, 1964. • George R. Simpson, Notary Public George R. Simpson Notary Public, date of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 10, 1966 STATE OF NEW YORK SS: COUNTY OF TOMPKINS : W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and aay, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary of Cato and Meridian Telephone Company, one of the constituent corpor- ations named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of Cato and Meridian Telephone Company entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 20, 1964 upon notice as prescribed in Section 45 of the Stock Corporation Law to every stockholder of record of the Corporation entitled to vote thereon and to every • stockholder who by reason of said consolidation woull be entitled to have his stock appraised if such action were taken. W. Bradford Harrison John T. Ryan Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson Notary Public George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966 STATE OF NEW YORK SS: COUNTY OF TOMPKINS . W. BRADFORD HARRISON And JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of Dryden Telephone Corporation, one of the constituent corporations • named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of Dryden Telephone Corporation entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 22, 1964, upon notice as prescribed in Section 45 of the Stock Corporation Law • to every stockholder of record of the Corporation entitled to vote thereon and to every stock- holder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. W. Bradford Harrison John T. Ryan Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson Notary Public George R. Simpson Notary Public, State of New York Wualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966. 461 STATE OF NEW YORK . SS: *7 D s COUNTY OF TOMPKINS : W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of The Fillmore Telephone Company, one of the constituent corporations named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of The Fillmore Telephone Company entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 22, 1964 upon notice as prescribed in Section 45 of the Stock Corporation Law to every stockholder of record of the Corporation entitled to vote thereon and to everystock- holder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson, Notary Public �i George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-0917890 My Commission Expires March 30, 1966. STATE OF NEW YORK SS: COUNTY OF TOMPKINS W. Bradford Harrison John T. Ryan W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of Hammondsport Telephone Company, one of the constituent corporations named in the feregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of Hammondsport Tele- phone Company entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 22, 1964 upon notice as prescribed in Section 45 of the Stock Corporation Law to every stockholder of record of the Corporation entitled to vote thereon and to every stockholder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. Subscribed and sworn to before me this 23 day of April, 196-4. George R. Simpson Notary Public George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966. STATE OF NEW YORK SS: W. Bradford Harrison John T. Ryan COUNTY OF TOMPKINS W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he John T. 'i Ryan, is the Secretary of Jasper-Steuben Telephone Corporation one of the constituent corpora- tions named in the foregoing Certificate of Consolidation; that they have been duly authorized II to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of Jasper-Steuben Telephone Corporation entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 22, 1964 upon notice as prescribed in Section 45 of the Stock Corporation LawtD every stockholder of record of the Corporation entitled to vote thereon and to very who stockholder/by reason of said consolidation would be entitled to have his stock appraised if such action were taken. W. Bradford Harrison Subscribed and sworn to before me this 23 day of April, 1964. John T. Ryan George R. Simpson, Notary Public George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966. STATE OF NEW YORK • SS: COUNTY OF TOMPKINS W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of The Pulteney-Branchport Telephone Company, ofe of the consttuuent • corporations named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of they Pulteney-Branchport Telephone Company entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 21, 1964 upon notice as prescribed in Section 45 of the Stock Corporation Law to every stockholder of record of the Corporation entitled to vote thereon and to every stockholder who by reason of said consolidation would be entitled to hav his stock appraised if such action were taken. W. Bradford Harrison John T. Ryan Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson Notary Public George R. Simpson !I Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966. STATE OF NEW YORK SS: COUNTY OF TOMPKINS . W. BRADFORD HARRISON and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of Sanborn Telephone Company, Inc., one of the constituent corporations named in the foregoing Certificate of Consolidation; that they have been duly authorized to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of two-thirds of the outstanding shares of Sanborn Telephone Company, Inc. entitled to vote thereon; and that such votes were cast at a stockholders' meet- ing held on April 22, 1964 upon notice as prescribed in Section 45 of the Stock Corporation Law to every stockholder of record of the Corporation entitled to vote thereon and to every stock- holder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. • W. Bradford Harrison John T. Ryan Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson , Notary Public George R. Simpson - Notary Public, State of New York Qualified in Tompkins Co. No. 55 9017890 My Commission Expires, March 30, 1966. STATE OF NEW YORK Y SS: COUNTY OF TOMPKINS : W. BRADFORD MILLER and JOHN T. RYAN, being duly sworn, do depose and say, and each for himself deposes and says: That he, W. Bradford Harrison, is the President, and he, John T. Ryan, is the Secretary, of the West Valley Telephone Company, one of the constituent corpora- tions named in the foregoing Certificate of Consolidation; that they have been duly authorized 4 6- 3 • • • to execute and file the foregoing Certificate of Consolidation by the votes cast in person or by proxy of the holders of record of Invo-thirds of the outstanding shares of The West Valley Telephone Company entitled to vote thereon; and that such votes were cast at a stockholders' meeting held on April 22, 1964 upon notice as prescribed in Section 45 of the Stock Corporation i Lava to every stockholder of record of the Corporation entitled to vote thereon and to every stockholder who by reason of said consolidation would be entitled to have his stock appraised if such action were taken. Subscribed and sworn to before me this 23 day of April, 1964. George R. Simpson Notary Public George R. Simpson Notary Public, State of New York Qualified in Tompkins Co. No. 55-9017890 My Commission Expires March 30, 1966. STATE OF NEW YORK PUBLIC SERVICE COMMISSION W. Bradford Harrison John T. Ryan Albany, N. Y., April 27, 1964 CA4E 22999 - Petition of Allegany Telephone Company, Inc., The Caroline Farmer's Telephone Company, Inc., Cato and Meridian Telephone Company, Dryden Telephone Corporation, The Fillmore Telephone Company, Hammondsport Telephone Company, Jasper-Stuuben Telephone Corpora- tion, The Pulteney-Branchport Telephone Company, Sanborn Telephone Company, Inc., and The West Valley Telephone Company for authority to consolidate and for approval of the exercise by the consolidated corporation, of all franchises held by the constituent corporation, and petition of Independent Telephone Corporation to acquire shares of common stock of four of said corporations, or in the alternative, to acquire shares of the consolidated corporation issued in exchange for said shares. The Public Service Commission hereby consents to and approves this CERTIFICATE OF CONSOL- IDATION OF ALLEGANY TELEPHONE COMPANY, INC. and THE CAROLINE FARMER'S TELEPHONE COMPANY, INC. and CATO AND IERIDIAN TELEPHONE COMPANY and DRYDEN TELEPHONE CORPORATION and THE FILLMORE TELEPHONE COMPANY and HAM14ONDSPORT TELEPHONE C014PANY and JASPER-STEUBEN TELEPHONE CORPORATION and THE WEST VALLEY TELEPHONE COMPANY into IROQUOIS TELEPHONE CORPORATION, (a New corporation) Pursuant to Section 86 of the Stock Corporation Law and to Section 30-a of the Transportation Corporations Law, which consolidation is evidenced by this certificate of consolidation executed April 23, 1964, in accordance with the order of the Public Service Commission dated March 13, 1964. By the Commission, (Public Service Commission Seal) Samuel R. Madison Secretary STATE OF NEW YORK . ss . . DEPARTMENT OF STATE : It is Hereby Certified, That I have compared the preceding copy with the original Certifi- cate of Consolidation of ALLEGANY TELEPHONE COMPANY, INC., THE CAROLINE FARMER'S TELEPHONE COMPANY, INC., CATO AND MERIDIAN TELEPHONE COMPANY, DRYDEN TELEPHONE CORPORATION, THE FILLMORE TELEPHONE COMPANY, HAIH,40NDSPORT TELEPHONE COMPANY, JASPER-STREBEN TELEHHONE CORPORATION, THE PULTENEY-BRANCHPORT TdLPHONE COMPANY, SANBORN TELEPHONE COMPANY, INC. AND THE WEST VALLEY TELEPHONE COMPANY forming IROQUOIS TELEPHONE COMPANY, with the various certificates and affidavits thereto annexed, filed in this department on the 1st day of May, 1964, and that such copy is a correct transcript therefrom and of the whole of such original Witness my hand and the official seal of the Department of State at the City of Albany, this first day of May, one thousand nine hundred and sixty-four. (Department of State Seal) John P . Loinenzo Secretary of State Filed in the Tompkins County Clerk's Office May 7, 1964 at 11:31 A. M. I j[/� l 4 V a CERTIFICATE OF INCORPORATION OF BROOKTONDALE BAPTIST CHURCH M Certificate of Incorporation of Brooktondale Baptist Church of Brooktondale, New York, pursuant to Article 7 of the Religious Corporations Law. We, the undersigned, all being persons of full age, of whom at least two-thirds are citizens of the United States, and at least one a resident of the State of New York, for the purpose of incorporating an unincorporated Baptist Church, pursuant to Article 7of the • Religious Corporations Law, do hereby certify: 1. A meeting of the Brooktondale Baptist Church of Brooktondale, New York, an unin- corporated Baptist Church, was duly called and held in conformity with the aforesaid Article of the Religious Corporations Law, at its usual place of worship in the Village of Brooktondale New York, on the 6th day of April, 1956, at 8:00 o'clock in the evening of said day, at which 'meeting a majority of the duly qualified voters of said church, being at least six in number, were present. 2. At said meeting, from the qualified voters present, Roland L. Miller, one of the subscribers hereto, was duly elected presiding officer and chairman, and Douglas Robbins, and Warrell Pangborn, the other subscribers hereto, were duly elected inspectors of election. ated. 3. The said meeting decided that such unincorporated church should become incorpor- 4. The name of the proposed corporation is to be Brooktondale Baptist Church. 5. The number of trustees therof shall be six. 6. The names of the persons elected as trustees and the terms of office for which :they were respectively elected are as follows: 1. Charles Dann ) 3 Yr. Term O'Dell Martin 2. Douglas Robbins 2 Yr. Term Leland Snow 3. Richard Snow 1 Yr. Term John Breen 7. The principal place of worship of said church shall be located in the Hamlet of Brooktondale, County of Tompkins and State of New York. IN WITNESS WHEREOF, we, the presiding officerof said meeting and the two inspectors of election thereat, have hereunto subscribed our names and acknowledged this certificate this 6th day of April, 1956. Roland L. Miller Rev. Warrell E. Pangdorn, Jr. Douglas Robbins STATE OF NEW YORK SS: COUNTY OF TOMPKINS On this 6th day of April, 'nineteen Hundred and Fifty -Six, before me the subscriber, personally appeared.' ,i to me to be the same persons in and who ROLAND L. MILLER, WARRELL E. PANDDORN JR., DOUGLAS ROBBINS to me personally known • and known to me to be the same persons described in and who executed the within instrument, and they duly acknowledged to me that they executed the same. Robert Williamson Robert Williamson Notary Public Qual. Tomp. Co. Res,/Tomp. Co. Comm. Expires 3/30/57 Filed and entered April 13, 1956 at 4:33 p.m. ,I 11