to be heard, and it appearing that notice of said application had been published once a week for four (4) successive weeks prior to the date of this hearing, as required by law, and the order of this court; And it further appearing that no objections to such change having been filed herein, and no good reason appearing against such change of name: It is hereby ordered, adjudged and decreed that the name of a corporation, be and the same is hereby changed to No. 25.-Change of Place of Business-Consent of Stockholders. Whereas, the Board of Directors of ..... ·, a corporation. organized and doing business under the laws of the State of California, having adopted a resolution to change its principal place of business from to ......, in the county of ......, in said state, therefore, we, the undersigned holders of more than two-thirds of the capital stock of said corporation, hereby consent to said change. ...... Witness each of our names signed to this consent, with the amount of the capital stock of said corporation held by each of us, signing as aforesaid. Names. Shares. No. 26.-Resolution to Change Principal Place of Business. seconded by .... the following On motion of Mr. resolution was passed: Whereas, it appears to be for the best interests of this corporation that its principal place of business be changed from the ....... to ......, California. Whereas, the consent in writing to make said change of the owners and holders of more than two-thirds of its capital stock has been obtained and filed in the office of this corporation: It is therefore resolved: That the principal place of business of this corporation be changed from the ...... to ............. ... county, California, and that the President and Secretary give notice by publication of said change, in the manner and form as is by law required. No. 27.-Notice of the Change of Place of Business. Notice is hereby given that at a meeting of the Board of Directors of ......, a California corporation, held on the .... day of......, 190...., said board of directors passed a resolution that the principal place of business of the said .............. be changed from the ......, State of California, to . . . . . ., county of ......, State of California; and further notice is given that the owners and holders of more than two-thirds of the capital stock of the said corporation, to wit, over ...... shares, have consented in writing to said change; and notice is further given that it is the intention of the said ...... to change its principal place of business from said ..... to said .................., in the county of ......, State of California. ..... No. 28.-Resolution (Final) of Board of Directors Changing Place of Business. Whereas, on ......" 190...., more than two-thirds of the owners and holders of the capital stock of this, .... to wit, over .... shares, consented in writing to change its ....... State of CaliforCalifornia; and where ...... as, the said consent was filed in the office of the said corporation on 190....; and whereas, on .. 190.... the Board of Directors at a meeting thereof unanimously adopted a resolution changing the said corporation's principal place of business to said ... and ordered notice of said change to be published as is by law required; and whereas, such notice was published once a week for three successive weeks in the ......, a daily paper printed and published in said commencing......, and ending ......; and whereas, a copy of the resolution of the Board of Directors authorizing said change, together with a copy of the publication of notice of said change, and a copy of the affidavit of publication of said notice, all duly certified by the president and secretary of said ..... has been filed in the office of the county clerk of the said county and in the office of the Secretary of State of said state, and in the office of the county clerk of the county of ...... Therefore, resolved that the principal place of business of the said .. from and after the adjournment of ....... ...... ......" that this board now adjourn to meet on 190...., at No. 29.-Consent of Stockholders to any Proposition. (To be Signed by Stockholders and Entered in the Minute-book.) KNOW ALL MEN BY THESE PRESENTS, That, whereas, a meeting of the stockholders of the ...... Company, has been called, to be held at the office of the corporation, at county, California, on .... ..... 190...., for the purpose of considering the proposition to be submitted at said meeting of said stockholders, whether or not ...... [Here state.proposition.] And, whereas, it appears to us that such proposed arrangements would be for the best interests of the stockholders of the ..... Company, and for ourselves, as such stockholders, and that the same, if effected, will be consistent with the Articles of Incorporation and By-laws of said corporation: Now, therefore, this is to certify and declare that we do now consent that [here state to what consent is given] shall be made, and we will consent and are hereby consenting to such if the same be made. No. 30.-Application for Voluntary Dissolution of a Corpora tion. In the Superior Court of the County of ..... State of Cali fornia. ....... To the Honorable, the Superior Court of the County of State of California: ....... Now comes the ..... a corporation, by ...., its Board of Directors, heretofore duly elected, qualified, and now acting as such board, and shows to your Honorable Court: That said ...... is a corporation, heretofore duly organized and now existing under the laws of the State of California, and having its principal place of business at county of ......, State of California: ....... in the That a meeting of the stockholders of said corporation was duly called by resolution of its Board of Directors, for the purpose of considering and acting upon the question of winding up the affairs of the corporation, paying its debts, distributing its assets and effecting its dissolution, to be held on the .... day of ......, at .... o'clock .. M., at the office of said corporation, at said town of .. ; that due notice of the holding of said meeting was given in accordance with the law, by personal service thereof, and by publication for weeks prior to said date of meeting, in the successive a newspaper of general circulation, printed and published in said county of ; That the total number of shares of the capital stock of said corporation is .... all of which were issued and outstand ....... ing; that on the said .... day of at ......" .... o'clock .. M., and at the place named in said notice, a meeting of stockholders of said corporation was held, whereat were present stockholders. holding collectively ..... shares of the said stock; that at said meeting there were duly and unanimously passed and adopted by the affirmative vote of stockholders holding shares, resolutions directing the dissolution of the corporation, the winding up of the affairs, and the distribution of its assets; ...... That all debts, claims and demands made against said corporation have been fully satisfied and discharged; and that the sole assets of said corporation, subject to distribution among its stockholders consists of ....; that the number of the Board of Directors of this corporation is five and their names are as follows: ..... .... ; Wherefore, your petitioners pray that this Honorable Court will order this petition to be filed with the clerk thereof, and that the clerk give not less than thirty nor more than fifty days' notice of this application by publication thereof in a newspaper printed and published in said county of that after the time published has expired, this Honorable Court may, upon five days' notice to any persons who have filed objections within the time prescribed by section 1231, Code of Civil Procedure, or without notice, if no objections have been filed, proceed to hear and determine this application; and after such hearing, adjudge and declare this corporation dissolved in accordance with the laws in such cases made and provided. And your petitioner will ever pray. Supp. Corporation Laws-15 [Directors' Names.] Directors of the Company. |