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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