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Petition for Domestication
of Foreign Corporation
State of Georgia,
County of Houston.
To the Superior Court of Houston
County.
The petition of Clinchfleld Portland
Cement <Corporation respectfully shows:
(D
That petitioner was duly incorporated
under the laws of the Commonwealth
of Virginia on the 28th. day of January
1910 under the corporate name and
style of "l L1NCHK1ELD POKTLAND
C KM KNT CORPOR AT ION
(2)
The charter granted to petitioner oy
the Commonwealth of Virginia is per
petual.
(3)
The charter granted to petitioner on
the 28th. day of January 1'JlU aforesaid
has been amended from time to time,
towit:On the 28th. day of February, 1911
on the 14th.day of February J913, on the
9th. day of March 1915, on the 29th.
day of January 1919, on the 14th. day
ol April 1919 and on the 20th. day of
December 192J respectively.
(4)
Petitioner shows to the court that on
the 12th. day of January 1925 a reso
lution was adopted by a majority of
petitioner's stockholders, in meeting
assembled, authorizing the filing of this
petition. A certified copy of the said
resolution, under the seal of the cor
poration, is hereto attached and marked
exhibit "A".
(5)
Petitioner attaches hereto a certified
copy of f-aid original charter together
with all amendments thereto under tho
seal of the Commonwealth of Virginia.
Same being marked Exhibit "l>".
(?)
The principal office and place of busi
ness of petitioner in the state of Geor
gia shall be in the county of Houston,
and petitioner prays the right to
establish branch oitices and places of
business in such other counties in the
state of Georgia as it may deem ex
pedient from time to tirne.
(7)
The amount of authorized capital
stock of petitioner is Three Million Dol
lars ($3,000,000.00). The amount of
capital stock subscribed for is Three
Million Dollars (*3,000,000.00), One
Million Dollars ($1,000,000.00) of which
is preferred stock and Two Million Dol
lars I $2,000,000.001 of which is common
Btock.Tbe amount ol''stock actually paid
in is Three Million Dollars |$3,000,000.
OOO.JOne Million Dollars ($1,0(10,000.00)
of which is preferred stock and Two
Million Dollars <$2,000,000.000) of which
is common stock. The par value of the
preferred stock is One Hundred Dollars
[$100.00] per share and the par value of
the common stock is One Hundred Dol
lars [$100.00J per share.
[8]
Petitioner praj s that it be domesticat
ed in the state of Georgia for and dur
ing n period of twenty yearg with the
privilege of renewal at the expiration
of such time as is provided for similiar
corporations incorporated under the
laws of the state of Georgia.
[9] * i
Petitioner further prays that it be
granted all the rights, powers, privi
leges and immunities which are now or
may hereafter be granted to like cor
porations incorporated under the laws
of the state of Georgia,
DUNCAN & NUNN
Attorneys for Petitioner
Exhibit "A"
I. WARREN P. KATON, Secretary of the
CLINCH FIELD PORTLAND JEMENT
CORPORATION, *' r?".iy ctrtify that ibt!
follow...,. 1? a true ropy of a resolution paused
at the Annual Meeting of the Stockholders
?f the corporation, which was held at the
?(Ticc of Messrs. Morison, Morison & Robert -
?on. Dominion National Hank Ituilding, Hris
tol, Virginia, on the 12th. day of January,
1925
"RESOLVED. That this corporation shall
take t lie necessary steps in order to do
mesticate in tli- State of (ieorgia, and for
that purpose the officers of this corporation
are hereby authorised and directed to miike
and lile. in behalf of this corporation, with
the proper authorities of the State of Geor
gia. a petition for that purpose in the form
required by th" Laws of the State of Geor
gia, and to file any and all further docu
ments and paper?, and to take any and
nil further action which may be necessary
or ? desirable for that purpose."
(Corporate Seal) Warren P, Katon.
Secretary.
CLINCH FIELD PORTLAND CEMENT
CORPORATION
Exhibit "H"
CERTIFICATE OF/ INCORPORATION
of
CLINCH FIELD PORTLAND CEMENT
CORPORATION
THIS IS TO CERTIFY that we. the under
signed. <do hereby associate ourselves to es
tablish j? corporation under and by virtue of
the provie-'ons of an Act of the General As
sembly of th." State of Virginia entitled "An
Act Concerning Corporations," which became
? law on the twenty-first day of May. !*>03,
and all iimendmcnt* thereof nnd supplements
thereto, for the purposes and under the cor
porate name hereinafter mentioned, and to
that end we do by this our certificate set forth
?s follows:
(a) 'I he name of the corporation i* to be
"CLINCHFIELD PORTLAND CEMENT COR
PORATION."
(b) Its principal office in this State is to
fee located in the city of Richmond, County
?f Henrico, State of Virginia.
(c) The purposes for which it is formed are:
To manufacture, sell and deal in Portland
Cement and all kinds of natural ard other
cement. lime, limestone, calcined and other
plasters and artificial stone, and to erect or
acquire by purchase, lense 01 otherwise, man
ufactories, kilns, and buildings; to establish
?nd maintain and operate manufactories.
Warehouses, agencies and depots for manu
facturing and storing its cement and other
products and for their sale and distrivitlon,
and to transport or cause the same to be
transported as articles of commerce. To man
ufacture. buy, sell and in any manner trade
m deal In every kind of bricks, concretes.
and stone enamelincs. Ta manufacture.
buy, hII and (rnmlly il?r*l in all kind* of
pipe, casting* and fitting*. To manu'actur?.
m*II. deal in and lay aidewalkn and pavcnierit-i
To acquire. own. leu*?. occupy and utilize
uny iind all land? containing coal and iron
or other orn and minerala; and any und alt
timlier. land*, farm lamin, and other land*
of uny and all kind?: to mine or otherwise
extract coal. ort s or other mineral* and cut
the timber from any land* owned, leased or
acquire?! by the Corporation ; to prepare these
products and all other product* for market.
To manufacture, ???11 and d i * pose of all ar
ticles made from metal, wood, atone, rock.
*late. coal and other substance* ; to buy and
sell general merchandise ; and to construct
tramways and other roails of any kind, bridges
and other mean* of transportation for it* own
property and over its own land, and to oo
such oth?-r acts and things for such land* or
interest in the land* owned or occupied by
the corporation that may b'_* necessary or use
ful for the purpose of utilizing such lands or
interests in land*.
To apply for. obtain. register. buy, pur
chaae. own. ur.e. hold, keep, control, take by
lease or otherwise to acquire, operate, intro
duce and sell, assigns, transfer, exchange,
convey, ileal or tralTic in or with, or mort
gage, pledge or otherwise dispose of. any
and all trade mark trade name*, patents,
patent riv.'its, inventions, improvements, form
ulae secret or other processes used in con
nection with or secure?! under letters patent
of the United States or elsewhere or other
wise. and any other governmental grants, con
cession* or licenses, and use, exercise, develop,
deal in or with or grant licenses in respect
cf or otherwise to turn to account any such
trade mark*, trade names, patents, patent
right*. inventions, improvements, formulae,
processes. Krauts, concessions or licenses and
the like, or any such properties, rights or
information so acquired.
To subscribe to, purchase or otherwise ac
quire, or to guarantee or to become surety
in respect to the stock, bonds, or other aecuri
ties and obligations of other companies
To do all and everything necessary, suitable,
proper anil lawful for the accomplishment of
any of the purimses or attainments oi any
of the objects hereinbefore enumerated.
To do any and all of the thing* herein set
forth to the same extent as natural persons
would do in and out of the State of Virginia,
in any part of the world, and to have one
or more offices, to conduct its business and
promote its objects within and without the
State of Virginia, in other states, the District
of Columbia, and territories and colonies of
the United States, and in foreign countries,
without restriction as to place and amount.
It is the intention that the purposes speci
fied in the clauses contained in this Article
(c) except where otherwise expressed in said
article, shall be in no wise restricted by in
ference from or reference to those of any
other article of this charter, but the objects
specified in each of the clauses of this Ar
ticle (c) shall be regarded as independent
objects. It being expressly provided that the
foregoing authorization of specific powers
shall not be held to limit or restrict in any
manner the general objects and I lowers of the
corporation.
(d) The capital stock of the said corpora
tion shall be not less than One Thousand Dol
lars ($1,000.00) nor more than Nine Hundred
Thousand Dollars ($900,000.00), to be divided
into shares of the par value of One Hundred
Dollars ($100.00) each. Of euch maximum
capital stock, four thousand (4000) shares of
1 the par value of Four Hundred Thousand Dol
lars ($400,000.00) shull be preferred stock, mid
five thousand (fiOOO) shares amounting to Five
Hundred Thousand Dollars ($.">00,000.00) par
value shall be common stock. Said minimum
of capital stock *hall be common stock.
The holders of the preferred stock shall be
entitled to receive when and as declared from
the surplus or net profits of the corporation
yearly dividends at the rate of seven per
cent, per annum, and no more, payable semi
annually, on dates to he fixed by the By-Laws.
The dividends on the preferred stock shall be
cumulative after January first, nineteen hun
dred and eleven 11011), and all such preferred
and cumulative dividends shall be payable be
fore any dividends on the common stock shall
be paid <ir set apart for the common stock.
The holders of the common stock, after the
payment of such preferred anil cumulative
dividends, shall be entitled to receive all the
remaining surplus or net profits of the cor
poration, which may be distributed a* divi
dends.
In the event of any liquidation or dissolu
tion or winding up, whether voluntary or in
voluntary, of the corporation, the holders of
the preferred stock shall be entitled to be paid
in full the par value of their shares and the
amount of accrued dividends accumulated and
unpaid thereon, before any amount shall be
paid to the holders of the common stock ; and
after the payment to the holders of the pre
ferred stock of the par value of their shares
and the amount of accrued dividends accumu
lated and unpaid thereon, the remaining as
sets and funds of the corporation shall ba
divided and paid to the holders of the com
mon stock according to their respective shares.
1 he preferred stock is subject to redemption
at the option of the corporation, at any time
after three years, from issuance thereof at one
hundred and fifteen per cent <115 per cent) of
the par value thereof, together with the amount
of the accrued dividends accumulated and un
paid thereon.
hrom time to time the preferred stock and
the common stock may bo increased accord
ing to law, and such increased stock and all
stock, increased or otherwise, authorized by
this certificate, may be issued in such amounts
and proportions and upon such terms ns shall
lie determined by the Hoard of Directors, and
as may be permitted bv law.
(e) The duration of the corporation shall be
perpetual.
(f) The names nnd residences of the offi
cers and directors, who. unless sooner changed
bv the stockholders, nre for the first year to
manage the atfaifs of the corporation, are as
follows:
Office Name Residence
1 resident?Carl M. Owen. New York. N Y
Treasurer K. I,. Dunbar. New York N Y
Secretary William M. Hall, New York n'
Directors
Name Residence.
Carl M. Owen, New York, N. Y.
W. L. Dunbar, New York, N. Y
William M. Hall, New York, N. Y.
(g> The amount of real estate to which its
holdings are at any time to be limited i:. Ten
thousand (10.000) acres, and the value >>f the
($5,000l000)mite<1 l? K'VC M,,Hon
ihl I lie Hoard of Directors may, by a mn- !
jority vote of the entire Hoard, make by-Laws ?
and at any time m;iy alter, amend, or repeal !
l,v-I'nW9' "?ve such as the stockholders I
of the corporation shall have expressly declared
to be not subject to such action by the Hoard
of Directors, but any Hy-l.aws made by th.
board of Directors may be altered or repealed
meeting ""V anm,al <>r ?Pecial
IN WITNKSS WHKREOF we have hereunto!
set our hands this a>th. day of January, 1010. I
Carl M. Owen
F. I,. Dunbar
William M. Hall.
STATK OF V1KC.1NIA.
City of Richmond, to-wit:
Thin day personally appeared before ni<*
Mary Campbell Dalton, a Notary Public in
and for the city aforesaid in the State of |
Virginia. William M. Hall. Kdwin 1,. Dun- I
bnr. and Carl M. Owen, whose names are ?
MEned to the forwroinjr writing. bearing dnte j
on the 2Sth. day of January. 1910. and ao- j
knowledged the same before me in my city j
?foresaid.
Given under my hand this 28th. day of
January, 11)10.
Mary Campbell Dalton,
Notary Public.
My Commission expires 31st day of July.
1910.
VIRGINIA:
In the I,?w and Equity Court of the City of
Richmond. P
The foregoing certificate of incorporation i
of the CLINCHFIKLD PORTLAND CKMENT ]
CORPORATION, was presented to mc, John j
H. Ingram. Judgr of the Law and Equity Court 1
of the City of Richmond, in term time, and !
having been examined by me. I now certify
that the said certificate of incorporation is. in |
my opinion, signed and acknowledged in ae- j
rordance with an Act of the General Agsem- !
bly, entitled "An Act Concerning Corpora-1
tioos," which became a law on the 21st. day l
o I May. HKJ3.
Given under my bund this 2"th. day of
January. 1'JIO.
John H. liiKrtm.
J udtfe.
Department of the
STATE ("OK HO KATION COMMISSION
CITY OK RICHMOND. 2*th. day of January.
mo.
The accompanying certificate for incorpora
tion, together with u receipt ?howiiiK payment
of the charter fee required by law. having been
prevented to the STATE CORPORATION
COMMISSION by Carl M. Owen, E. L. Dun
bar und Willium M. Hall anil the Hon. John
II. Ingram, Judge of the l.aw & Equity Court,
of City of Richmond, having certified that
the said certificate has been signed and ac
knowledged by snid applicants in accordance
with law, the State Corporation Commission
having examined said certificate now declarer
that the ?aid applicants have compiled with
the requirements of law, an?l have entitled
themselves to a charter, and it is therefore
ordered that they and their associates and suc
cessors be, and they are, hereby made and
created a body politic and corporate under
and by the name of Clinchfield Portland Ce
ment Corporation, upon the terms and con
ditions, and for the purposes set forth in said
certificate, to the same extent as if the same
; were now herein transcribed in full nnd with
all powers and privileges conferred and sub
ject to all the conditions and restrictions im
posed by law.
And said certificate, with this order, . is
hereby certified to the Secretary of the Com
monwealth for record.
Robert R. Prentis.
SEAL Chairman.
K. T. Wiljon,
Clerk of the Commission.
COMMONWEALTH OF VIRGINIA.
Office of the Secretary of the Commonwealth.
In the City of Richmond, the 2Sth. day of
January. 1910.
The foregoing charter of Clinchficld Fort
land Cement Corporation was this day re
ceived and duly recorded in this oiricc. and in
hereby certified to the Clerk of the Chancery
Court of Richmond, according to law.
U. O. James, .
Secretary of the Commonwealth.
Certificate for Amendment to the Charter
of
CLINCHFIELD PORTLAND CEMENT
CORPORATION
STATE OF PENNSYLVANIA.
County of Northampton. SS:
I, JOHN A. MILLER, President of the
Clinchfield Portland Cement Cori?oration, a
corporation duly created by an Order of the
Slate Corporation Commission of the Com
monwealth of Virginia, entered on the twenty
eighth (28th) day of January, Nineteen hun
dred and ten (lillll), DO HEREBY CERTIFY
that at a called meeting of the stockholders
ol the CLINCHFIELD PORTLAND CKMKNT
CORPORA'l ION held at the office of Light
foot & Tucker, Mutu.il Building, Richmond,
Virginia, on the Twenty-eighth (2Stb) day
of January, nineteen hundred and eleven
(1911), more than two-thirds of the out
standing shares of the capital stock of said
corporation were represented in person or by
proxy, and all the stockholders so represented
voted in favor of the passage of the following
resolutions, enacting and prescribing certain
amendments or alterations to the Charter or
Certificate of Incorporation of this corpora
tion us in said resolutions set forth, and that
the following is a full, complete, true and cor
rect copy ol' the proceedings entered on the
records of said corporation of said meetings
of stockholders, so far as such proceedings
relate to the amendments or alterations to the
Charter or Certificate of Incorporation of said
corporation, viz:
"On motion duly made and seconded, and
more than two-thirds of the stocknolders
of the corporation being present in person
or b.t proxy, voting in favor thereof; the
following resolutions were unanimously
adopted : ?
WHEREAS, The Hoard of Directors of this
corporation at a meeting duly and regularly
called and held on the 12th. day of January,
l'Jll, at the office of Messrs. Hornblower,
Miller Ai Potter, No. 2-1 Broad Street, in the
City of New York, by resolution, declared
that an amendment or alteration of the
Charter or Certificate of incorporation of
this company was advisable so as to provide
that the capital stock of the company should
be increased from the present maximum
amount of Nine Hundred Thousand Dollars
($'.'00,000) for par value, to the maximum
amoiiiil of One Million Dollars ($1,^00,000)
par value; and
WHEREAS, at the said meeting of the
Board of Directors of this company, a meet
ing of the stockholders of this company was
called to be held at the offices of Messrs.
Lightfoot & Tucker, Mutual Building, Rich
mond, Virginia, on the 2Mh. day of Janu
ary, lull, at ten o'clock in the forenoon,
for the purpose of taking action on the
proposed amendment or alteration to the
Charter or Certificate of Incorporation of
this company, and for the other purposes
named in the resolution calling this meet
ing : and
WHEHhAS, (he following is a copy of
the resolutions of said Board of Directors
passed at said meeting with reference to
said amendment and alteration of the Char
ter, and with reference to the said call for
a special meeting.
"On Motion duly made and seconded, it was
unanimously
RESOLVED, that the capital stock of
this corporation is founded insufficient
for its purpose, and it was further
RESOLVED that ii is advisable that the
Charter ot this corporation be amended and
altered ro as to increase the maximum capi
tal stock of this corporation from Nine Hun
dred Thousand Dollars ($900,000) to One
Million Dollars (#1.000.0110) to be divided
into shares of the par value of one hund.cd
Dollars (*looi cacti five thousand (5000)
shares thereof of the a,.v.'regalc p.ir value
of Five hundred thousand dollars ($ on.(inn)
to be preferred stock, and five thousand
(liOiiu) nitres thereof the aggregate par
valu ? Five Hundred Thousand Dollars
($ .00.00111 to be common stock.
ON M<) l ION duly nii.de and seconded it was
u nanimuusiy
KFSOLVE1) (hat a meeting of the stock
hold is 'i this corporation be and the same
here)' is called to be held at the office of
Mifsms. I v hi Coot & Tucker. Mutual Building
Kicnm id. Virginiii, on the 2<>"th. day of
Jnuii..!-v. iftll, nt ten o'clock in the fore
ihe purpose of ratifying the ac
tion i t':-- Board of Directors during the
preceii.mr year, for the election of directors,
nml tor the purpose of taking ii'tion upon
the proposal to amend nnd alter the Charter
ot tni.- corporation so as to provide for an
inerea of the maximum capital stock of
this corporation from Nine hundred thous
and dollars ($900.000) to One Million l?ol
lai ? (*1.000.000) such increase of One Hun
dred Thousand Dollars (?100.000) of the
capital stock to he preferred stock, and tor
the purpi'S" of authorizing the issuance of
and sale of said additional preferred stock
at par for money, and for the furtner pur
pose of transacting such other business a:;
may properly come before the meeting."
AND WMEKEAS, due notice in writing of
such meeting was given to each stockholder
of record of (his company as prescribed by
the by-laws, as shown by the Affidavit of
W illiam M. flail, a copy of which notice and
affidavit are as follows:
"Clinchfield Portland Cement Corporation" ,
Notice of Stockholders' Meeting
To the Stockholders of Clinchfield Portland
Cement Corporation:
YOU ARE HEREBY NOTIFIED (hat at a
meeting of the Board of Directors of the
Uinchfield Portland Cement Corporation,
held at the office of Hornblower. Miller &
Potter, No. 2? Broad Street. New York City,
on the 12th. day of Januarv. 1911, a meet -
ing of the stockholders of Clinchfield Port
land Cement Corporation was duly called
to be held on the 28th. day of January.
?11. at 10 o'clock, A. M.. at the office of
Messrs. Lightfoot A Tucker. Mutual Build
ing, Richmond. Virginia, pursuant to and
in accordance with the following resolu-!
tion: |
RESOLVED, that a meeting of the stock
holders of this corporation be and the same
hereby is called to be held at the office
t, i,5c**r ?? L?1'1'0?* * Tucker. Mutual
Building, Richmond. Virginia, on the 28tb
day of January, 1?U, at ten o'clock in the
forenoon. for the purpose of ratifying the
action of the Hoard of Directors during the
preceding year, for th* election of director*,
and for the purpose of taking action upon
the printout! to amend and alter the charter
of this corporation so ax to provide for an
increase of the maximum capital stock of
this corporation from Nine Hundred Thous
and Dollars ($900,000) to One Million Dol- '
lars ($1.000,000), such increase of one hun
dred thousand dollars ($100.000) of the !
capital stock to be preferred stock, and for
the purpose of authorizing the issuance and
sale of said additional preferred stock, at j
par for money, and for the further purpose I
of transacting such other business as may
properly come before the meeting.
Dated. January 17, 1911. I
WILLIAM M. HALL. j
Secretary." j
"Affidavit of Service of Notiec"
STATE OK NKW YORK. .
County of New lork, oo.
WILLIAM M. HALL, bi in* duly BW?"V
deposes an?l says: that he is "pwards of eigh
teen years of age and that on ^e18th. day ,
of January. 1911. he served a notice in writ
lJao which a true copy i hereto annexed
upon all the ?toekholder. of r?ord of the
CLINCH FIELD PORTLAND CfcMENT tUR |
1*0KATION, by mailing to ?ch ?( *
copy of sai.l notice, at the PoJt Office. 69 WaH
Street. New York City, enclosed in sealed
envelopes directed to each stockholder at hia
last known post office addre.i. and
?he proper postage on said envelope so mailt .
(Signed) William M. **all.
Sworn to before me this lVth. day of Jan
unry, (Signed) E. Halsey Malone,
Notary Public, New \ork City.
No. 174." , ,
AND WHEREAS there are present in per- |
son or by proxy votes representing more than
two-thirds of the stockholders of the corpora
tion in favor of such plan. UI?cnt VVn
NOW THEREFORE. BE II RESOLVED,
that the maximum capital stock of this com
,.?nv is found to b? insufficient for the pur
poses of this company : and
FURTHER RESOLVED, that the capital
stock of this company be increased from the
present maximum amount of Nine Hundred
Thousand Dollars ($900.000) of par value, to
the maximum amount of One Million Dollars
($1,000,000? in par value; and
FURTHER RESOLVED, that the first para
graph of subdivision "d" of the Certificate of
Incorporation be altered and amended so as to
read as follows: .. ...
? The capital, stock or said corporation shall
be not iess than one thousand dollars (51,000)
h...- more than One Million Dollars 1*1,000,
000) to be divided into shares of the par value
of One Hundred Dollars (S100) each. Of
such maximum capital stock, five thousand
i iiiiu) shares of thi; par value of Five Hun
dred Thousand Dollars ($500.000) par value.
shall 1?.- common stock. Said minimum amount
of <ai"m, stock shall be common stock."
FUUl'HKR RESOLVED. that the proper
officers of this corporation be and they are
hereby authorized and directed to make an
implication to the St te Corporation Commis
sion Oi the Commonwealth of Virginia, for an
amendment or alteration of the Charter or
Certificate of Incorporation for this corpora
tion. in accordance with the provisions of the
foregoing resolutions, mid do all things neces
sa.j oi proper io make tnese resolutions ef
fective." , , ,
tjlVEN tinder my hand and the seal of the
CLINCHFlELD PORTLAND CEMENT COR
1'OKATION, this sixteenth day of February,
(Seal) John A. Miller.
j'r< s i ?lent, Clinchfield Portland Cement Corp.
Attest:
W. M. Bennett, Secretary.
STATE OF PENNSYLVANIA,
County of Northampton. SS:
On the sixteenth day of February, 1911, be
fore me, 1' rank Kunkel. a Notary Public in
an i for the county and state aforesaid, per
sonally came JOHN A. MILLER, to me known,
who being by me duly sworn, did depose and
say, that he resides in Nazareth, Pennsylva
nia : that he is the President of the CLINCH
F1ELD PORTLAND CEMENT CORPORA
TION. a corporation described in and which
executed the above instrument bearing date
the sixteenth duy of February, 1911; that he
knew the seal of said corporation; and the
seal affixed to said instrument was such cor
porate seal : that it was so affixed by order
of the board of directors of said corporation :
and that he acknowledged the same before me,
and that he signed his name thereto by like
order in my county aforesaid.
(JIVl'.N under my hand and seal, this 16th,
day of February, 1911.
(Seal) John A. Miller.
Frank Kunkel, Notary Public.
My commission expires with present Ses
sion of Senate.
(Notarial Seal).
STATE OF PENNSYLVANIA.
County of Northampton, SS:
On the 2-ith. day of February, A. D., 1911,
before me, Frank Kunkel, a Notary Public
in and for the county and state aforesaid,
personally came William M. Bennett, to me
known, who being by me duly sworn, did de
pose and say. tnat he resides in Nazareth,
Pa.; That he is the Secretary of the CLINCH
FIELD PORTLAND CEMENT CORPORA
TION, a corporation described in and which
executed the above instrument bearing date
the lKth. day of February, 1911 ; that he knew
the seal of said corporation; that the seal af
fixed to said instrument was such corporate
seal; that it was so affixed by order of the
Hoard of Directors of said corporation, and
that he acknowledged the same before me, and
that he signed his name thereto by like order
in my county aforesaid.
GIVEN under my hand and seal this 24th.
day oi February, 1911.
v rank Kunkel,
(Notarial Seal) Notary Public.
ft;;, term ?i office expires with ending of
the present session ?f Senate.
COMMONWEALTH OF VIRGINIA
Department oi the State Corporation Com
mission
Citv of Richmond, 2Mh. day of Feb. 1911.
The icrompanying certificate for ap. amend
n>< n to the charter of the Clinchfield Portland
<'? ment Corporation made in accordance with
law, iiy John A. Miller, President of said
Company, undc. >te sea! of said corporation,
. -led by VV. i. Dennett its secretary, and
<.'iily acknowledged by Up m, having been pre
f med vo tne Slate Corporation Commission
?p?l t lie fee, if any, required by law upon said
amendment. b "i:ig be? n paid the State Cor
poral m Commission, having examined sap;
certificate, now declares that the said
? !? ratii n, .the Clinchfteld Portland Ce
ment Corporation ha. complied with the
requirements of law, and is entitled to the
amendment or alteration of its charter set
forth in ?aid certificate. And it is therefore
oil "ted tnat fh<' charter of the Clinchfield
Portland Cement Corporation a corporation
created by tne State Corporation Commission
be and the same is amended and altered in
the manner for tH" p-irpose set forth in said
certificate, to the same extent as if the same
.?ere now hern ? transcribed in full, pursuant
to the provision- of an ac?. of the General
Assembly of Virginia, entitled "An Act Con
? ernifu: Corporations." which became a law
the 21st of May. 1P0S.
And said certificate, with this order, is
hereby certified to the Secretary of the Com
monwealth for record.
Robert R. Prentis,
'Sen!) Chairman.
R. ,T. Wilson. Clerk.
Commonwealth of Virginia:
Office of Secretary of the Commonwealth.
In the City of Richmond, the 2,?th. it<iy of
February. 1911.
The foregoing amendment to the charter
of Clinchfield Portland Cement Corp?, ation
was this day received and duly recorded i . this
office and is hereby certified to the CI. k of
the Chancery Court of Richmond, ace . ding
to law.
B. O. James.
Secretary of the Common v alth.
Certificate of Amendment to the Charter
of
Clinchfield Portland Cement Corporal ion
STATE OF NEW YORK,
County of New York, S8:
I, HENRY R. DENNIS. Vice-President of
tJk> CLINCHFIELD PORTLAND
CEMENT CORPORATION, a corporation duly
create?! by an Order of the State Corporation
Commission of the Commonwealth of Virginia,
entered on the twenty-eighth (28th) day of
January, nineteen hundred and ten (1910), DO
HEREBY CERTIFY that at a called mot-tin*
of the stockholders? of the CLINCHFIELD
PORTLAND CEMENT CORPORATION hold
at the office of Linhtfoot & Tucker. Mutual
Building, Richmond, Virginia. on the third
(3rd) day of February, nineteen hundred and
thirteen (191S), more than two-thirds of each
class of the outstanding shares of the capi
tal stock of said corporation were represented
in person or by proxy, and all the stockholders
so represented voted in favor of the parage
of the following resolutions enacting and pre
scribing certain amendments or alterations
i to the Charter or Certificate of Incorporation
I of this corporation as in said resolutions set
forth, and that the following is a full, com
plete. true and correct copy of the proceed
ings entered on the records of said corpora
! t ion of said meeting of stockholders, so far as
such proceedings relate to the amendments or
alterations to the Charter or Certificate of In
corporation of said Corporation, viz:
"On motion duly made and seconded, and
more than two-thirds of the stockholders being
! present in person or by proxy voting in favor
i thereof, the following resolutions were unani
I mously adopted: ....
I WHEREAS, the Board of Directors of this
corporation, at a meeting duly and regularly
, called und held on the 13th. day of January.
I li?13, at No. 24 Broad Street, in the City of
! New York, by resolution declared that an
I amendment or alteration of the Charter or
i Certificate of Incorporation of this Company
j was advisable, so as to provide^ that the cap
| ital stock of the company be increased from
I the present maximum amount of One Million
Dollars ($1.000,000) par value to the maxi
1 mum amount of One Million Five Hundred
Thousand Dollars ($1.500,000) par value: and
WHEREAS, at the said meeting ?of the
' Hoard of Directors of this company, a meet
! inr of the Stockholders of this company was
i called to be held at the office of Lightfoot &.
Tucker, Mutual Building, Richmond, Virginia.
I on the third day of February. 1913, at ten
o'clock in the forenoon, for the purpose of tak
i ing action upon the proposal of amendment
i and alteration of the Charter or Certificate of
Incorporation of the Company so as to pro
i vide for the increase of the maximum capital
I stock of this corporation from One Million.
Dollars ($1.000,000) to One Million Five Hun
dred Thousand Dollars ($1.500,000), such in
i crease of hive Hundred Thousand Dollars
? i $ .00,000) of the capital stock to be common
! stock, and for the purpose of authorizing the
i issuance und sale of such :;dditional common
i tock for money at sixty per cent. (CO per
cent) of the par value thereof: und for the
1 further purpose of the transaction of such
| other business as may properly come before
; the meeting : and
WHEREAS, the following is a copy of the
; Resolutions of said Board of Directors passed
?' it said meeting, with reference to said amend
! ment and alteration of the Charter of the
corporation, and with refeicnce to the said
j call for a Special Meeting:
! (Resolutions, Board of Directors, Jan. 13,.
? 1913)
I o.i motion duly made and seconded, unani
. mousiy
RKSOLVED, that the capital stock of this
corporation is found to be insufficient for ita
purpose: ""d it was
FURTHER RESOLVED, that it is advisable
?nat th- charter of this corporation bo amend
ed and altered so as to increase the maxi
mum capital stock of this corporation from
One Million dollars ($1,000,000) to One Mil
lion Five Hundred Thousand Dollars ($1,500,?
ooto to lie divided into shares of the par
value of One Hundred Dollars ($100) each,
live thousand (5000) shares thereof of the ag
gregate par value of l ive Hundred Thousand
Dollars ($500,000) to be preferred stock, and
ten thousand (10,000) shares thereof of the
aggregate par value of One Million Dollars
I$l,000,0(j0) to be common stock; and it was
further
RESOLVED, that a meeting of the stock
holders of this corporation be and the samo
is called to be held at the office of Messrs.
Light foot & Tucker, Mutual Building, Rich
mond Virginia, on the 3rd. day of February,
1913, at ten o'clock in the forenoon, for the
purpose of taking action upon the proposal
to amend and alter the charter of this cor
poration so as to provide for an increase of
ihe maximum capital stock of this corporation
from One Million Dollars ($1,000,000) to One
Million Five Hundred Thousand Dollars ($1,
500,000), such increase of Five Hundred Thou
sand Dollars ($500,000) of the capital stock
to be common stock, and for the purpose of
authorizing the issuance and sale of said
additional common stock for money at sixty
per cent. lt>0 per cent.) of the par value
thereof, and for the further purpose of trans
acting such other business as may properly
come before the meeting).
AND, WHEREAS, due notice in writing of
such meeting was given to each stockholder
| jf rccord of this company as prescribed by
the By-Laws as shown by the Affidavit of E.
(j. Woodiing, a copy of which Notice and Af
fidavit is as follows:
(Copy of Notice)
Clinrhfield Portland Cement Corporation
Notice of Stockholders' Meeting
To the Stockholders of Clinchfield Portland
Cement Corporation:
YOU ARE HEREBY NOTIFIED that at a
meeting of the Board of Directors of the
Clinchfield Portland Cement Corporation, held
at No. '24 Broad Street, New York City, on
the 13th. day of January, 1913, a meeting of
the stockholders of Clinchfield Portland Ce
ment Corporation was duly called to be held
on the 3rd. day of February, 1913. at 10
o'clock A. M., at the office of Messrs. Light
foot & Tucker, Mutual liuilding, Richmond,
Virginia, pursuant to and in accordance with
the following resolution:
RESOLVED? that a meeting of the stock
holder.-; of' this corporation be and the same
hereby is called to be held at the offices of
Messrs. Light foot & Tucker, Mutual Build
inir, Richmond, Va? on the 3rd day of Feb
ruary. 1913, at ten o'clock in the fore
noon. for the purpose of taking action upon
the proposal to amend and alter the char
ter of this corporation so as to provide for
an increase of the maximum capital stock of
this corporatoin from One Million Dollars
1*1.000.000) to One Million Five Hundred
Thousand Dollars ($1,.>00,000) such increase
of Five Hundred Thousand Dollars ($."i00.000)
oi the capital stock to be common stock,
and for the purpose of authorizing the is
i!'"??? ami sale of said additional common
sloe., for money at sixty per cent. (60 per
o wl.) of the par value thereof, and for the
imriMwe r,r transacting such other business
*,s m ' i'roperly come before the meeting.
Dated. January 13. 1918.
Wm. M. BENNETT.
S. crel ary.
(Affidavit of Service of Noticc)
STAT K OK NEW voitK,
County of New York, SS:
EDWIN WOODI.INC. being duly sworn,
deposes nnd ?ays; thut he is upwards of eigh
? een years of age and that on the fifteenth
<;ay of January, nineteen hundred and thir
i.een (1U18), he served a notice in writing
..f which he aforesaid is a true copy, upon all
? hf stockholder? of record of the Cl.lNCH
KI K.I.D I'OHTI.ANn CKMENT CORPORA
TION. by mailini: to each of them a copy of
-aid notice at the post office, SO Wall Street
in the City of New York, enclosed in sealed
einflopcs and directed to each stockholder
at I'll last known post office address, and
prepaying the proper postage on said enve
lopes so mailed.
(Signed) Edwin G. Woodling.
Sworn to bef-jrc me, this 17th day of
January, 1913.
[Signed | E. F* F)unbar.
Notary Public. New York County, N. Y.
AND WHEREAS, there are present in per
son or by proxy, votes representing more than
two-thirds of the stockholders of the corpo
ration in favor of such plan, being more than
two-thirds of both the preferred and the com*
man stockholders :
NOW THKKEEORE, RE IT RESOI.VED.
thr.t the maximum capital stock of this com
pany is found insufficient for the purposes of
this company ; and
FURTHER RESOLVED, that the capital
stock of this company be increased from th*
present maximum amount of One Million Dol
lars ($1,000,000) par value, to the maximum
amount of One Million Five Hundred Thous
and Dollars ($1,609.900) par value, which in
creased capital stock ?haM he cmmdoti stock