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divi'l?-?' 'nto ^v*> thousand (S000) shares of the
par value of One Hundred Dollars (100) each ;
?Further RESOLVED. that to this end
the first par**raph of sub-division "d" of
the Certificate of Incorporstion of the com
pany be altered and amended so as to read
as follows:
"The cnpital stock of said corporation shall
be not less than One Thousand Dollars ($1,
000) nor more than One Million Five Hundred
Thousand Dollars ($1,500,000). to be divided
into share* of the par value of One Hundred
Do'iars '$100) each. Of such maximum cap
ital stock, five thousand (5000) shares of the
pur \alue of Five Hundred Thousand Dollars
4 $500,000) shall be preferred stock, and ten
thousand (10.000) shares amounting to One
Million Dollars ($1,000,000) par value shall
bo common stock : said minimum nmount of
capitnl stock shall be common stock."
FURTHER RESOLVED, that the proper
officers of this corporation be and they are
her. by authorized and directed to make an
> application to the State Corporation Com
mission of the Commonwealth of Virginia,
for an amendment or alteration of the Char
ter or Certificate of Incorporation for this
corporation. in accordance with the pro
vision* of the foregoing resolutions, and do
all things necessary or proper to make
these resolutions effective.
FURTHER RESOLVED, that the Board of
Directors of this company be, and it is
hereby authorized from time to time to
p-oceed to dispose of the capital stock as
increr.scd by the resolutions heretofore
passed at this meeting upon such terms and
conditions and for such consideration as
they may deem for the best interests of
this corporation, hut not until after full
compliance with the requirements in that
repaid of Section lfi7 of the Constitution of
the State of Virginia." |
GIVEN under mv hand and the sen! of the
> CLINCH FIELD PORTLAND CEMENT COR
PORATION, this fifth (5th.) day of Febru
ary, Nineteen hundred and thirteen (101S).
(SEAL) Henry R. Dennis.
Vice-President.. C'inchfield Portland Cement
Corporation.
Attest:
William M. lVn:;ct'. P "retary.
_ i
STATE OF Krw ? .
County of Nt'v V. i-"r. SS:
On this Fifth day r f February, nineteen
hundred and thirteo ? < * C13) before me, Ed
win L. Dunbar, a Notary Public in and for
the county and state aforesaid, personally
came Henry R. Dennis, to me known and bc
inc by me duly sworn, did depose and say:
That he resides in New York City. New York :
that he is the Vice-President of the CLINCfJ
FIELD PORTLAND CEMENT CORPORA-1
TION', a corporation described in and which
executed the above irstniment b??rinr dnte
th- " -lay of Feb.'ua. ?, 1913; 'hat he knew
th of said corporation ? 'hat the seal 1
^affixed by order of the Hoard of Directors of i
?a:d corporation : find that he acknowledged
th^ same before m--. and that he signed his
ni'ine the'-eto by like order in my county
aforesaid. i
C.iVE under mv hind .-nd seal, this Fifth
(5th.) dnv of February, 1913.
(N >t.' if! Seal) Edwin L. Dunbar.
No'try Public, New York County, New York
My commission expires March 30. 1914.
STATE OF TENNESSEE, * I
County of Sullivan. SS: i
On t'.e 7th. day of February, A. D., 1913. '
before me, John B. Nail, a Notary Public ,
in and for the County and state aforesaid, I
personally came WILLIAM M. BENNETT, to (
me known, who being by me duly sworn, did
depose and say, that he resides in Johnson :
City, Tennessee: that he is the Secretary of ;
the CLINCH FIELD PORTLAND CEMENT i
COP.PORATION. a corporation described in
and which executed the above instrument bear- I
injj date of the Fifth day of February, 1913:1
that he l:new the seal of said corporation : I
That thi seal affixed to said instrument was ,
?uch corporate seal: that it was so affixed by :
order of the Board of Directors of said cor- .
poration : and that he acknowledged the same
before me, and that he signed his name there
to by like order in my county aforesaid.
GIVEN under my hand and seal, this 7th.
dny of February, 1913.
(Notarial Seal) John B. Hall,
Notary Public.
My commission expires April 8, 1913.
Commonwealth of Virginia
Department of the State Corporation Com
? mission
'City of Richmond. 14th day of February, 1913
The accompanying certificate for an amend
ment to the charter of the CLINCHFIELD
PORTLAND CEMENT CORPORATION, in
creasing its maximum capital stock from $1,
000,000 to $1,500,000, all of which increase is
to bo common stock signed in accordance with
lnw, by Henry R. Dennis, its President, under
the seal of the corporation, attested by Wil
liam M. Bennett. its secretary and duly ac
knowledged by them, having been presented to
the State Corporation Commission and the
fee, if any, required by law having bc.^n paid,
the State Corporation Commission having ex
amined said certificate, now declares that the
CMNCHFIELD PORTLAND CEMENT COR
PORATION, has complied with the require
ments of law, and is entitled to the amend
ment or alteration of its charter set forth in
said application. Therefore, it is ordered thnt
the charter of the CLTNCHFIELD PORT
LAND CEMENT CORPORATION, a corpora
tion created by State Corporation Commis
sion, be and the same is amended and al
tered in the manner and for the purposes set
forth in said certificate, to the same extent
as if the said application were now herein
transcribed in full.
The said certificate, with this order, is
hereby certified to the Secretary of the Com
monwealth for record.
Robert R. Prentis,
(SEAL) Chairman.
T. G. Strachan,
First Assistant?Clerk.
COMMONWEALTH OF VIRGINIA:
Office of the Secretary of the Commonwealth
In the CITY OF RICHMOND, the 14th day
of February, 1913.
The foregoing amendment to the charter
of CLINCHFIELD PORTLAND CEMENT
CORPORATION was this day received and
duly recorded in this office and is hereby
certified to the Clerk of the Chancery Court
of Richmond according to law.
^ B. O. James.
Secretary of thje Commonwealth.
Certificate for Amendment to the Charter
of the
CLINCHFIELD PORTLAND CEMENT
CORPORATION
The Clinchficld Portland Cement Corpora
tion. a corporation duly created by an Order
of the State Corporation Commission of the
Commonwealth of Virginia, entered on the
twenty-eighth day of January, 1910, desiring
to have its Charter amended in the respects
hereinafter act forth, executes this Certifi
cate as required by law, through its Vice
President and under its Corporate seal at
tested by its Secretary, and sets out:
(1) That on the eighth day of February,
1915, there was held in the City of New York
h meeting of the Board of Directors of the
?aid corporation, at which meeting a ma
jority of the Board of Directors were pres
ent : and at this meeting the Hoard of Di
1 rectors passed a resolution declaring "that
the present capital stock of the corporation is
found insufficient for Its purpose, and that
the Board of Directors does hereby declare
it is advisable" to amend the charter of this
corporation so that its authorized maximum
capital stock should be increased from One
Million Five Hundred Thousand Dollars to
Two Million Dollars. Two Hundred and Fifty
TfcoUf-and Dollars of which should be prefer
red stock and Two Hundred and Fifty Thous
and Dollars of which should be common stock,
and to effect these purposes that the first
paragraph of sub-division d, of the Certificate
of Incorporation of this corporation, be al
tered and amended so as to read as follows:
"The capital stock of said corporation shall
?c not less than One Thousand Dollars ($1.000)
*>or more than Two Million Dollars ($2,000,
000) t? be divided into shares of the par
Ymlue of One Hundred Dollars ($100) each. Of
?*?ch maximum capital stock. Seventy-five
Hundred (7R00) shares at the par value of
Seven Hundred and Fifty Thousand Dollars
$760,000) shall be preferrwl stock, and Twelve
??>w?nd Five Hundred (12600) share?
?aeasua* to Om Million Two II uodred m>4
Fifty Thousand Dollars (ll.250.000t par valu?1
shall b<- common stock, said minimum amount
of capital stock shall be common stock."
And the said Hoard of Directors thereupon
ordered a meeting of the stockholders to be
called for the twenty-third day of February,'
1#U, according to law. and to take action
upon the foregoing proposed amendment to
the Charter of the corporation.
(2) That on the twenty-third day of Feb
ruary, 191.r>, there was held at the office of the
said corporation in the City of Richmond.
Commonwealth of Virginia, a meeting of its
stockholders, after ten days notice to nil the I
stockholders, served by mailing the same as
required by law, such notice statins' the time
and place and general object of the meeting
and the amount to which it was proposed to
increase the capital stork. That at the said
meeting there was present in person or rep
resented by proxy over two-third? in amount
of the stockholders of the said corporation
having voting powers. That the foregoing
resolution adopted by the Hoard of Directors
proposing to amend the first paragraph of
siib-'division d. of the certificate of incorpora
tion of this corporation in the manner herein- \
above set out was in terms laid before the said .
stockholders meeting and adopted by unani- ?
mous vote in favor thereof, said vote being
more than two-thirds in amount of the entire
stock of the corporation.
(3) That the proceedings of the said meet
ing were duly entered on the minutes of the
proceedings of the stockholders. Therefore,
this certificate is now signed by H. R. Dennis,
Vice-President of the CLINCH FIELD PORT
LAND CORPORATION aforesaid, with its
Corporate seal thereto affixed, attested by E.
G. WOODLING. its Secretary, in the City of
New York, this third day of March, nineteen
hundred and fifteen.
H. R. Dennis, I
(Seal) Vice-President.
Attest:
E. G. Woodling, Secretory.
STATE OF NEW YORK.
County of New York. RS:
I, Edwin L. Dunbar, a Notary Public in and
ror the County of New York, in the State of
New York, do hereby certify that H. R. DEN
NIS. a Vice-President of the CLINCHF1ELD
PORTLAND CEMENT CORPORATION, the
corporation of th;it name mentioned and de
scribed in the foregoing instrument, and E. ,
G. WOODLING, Secretary of said corporation,
whose names arc sirned to the writing above
hearing date on the third day of March, 1905,1
have acknowledged the same before me in my
county aforesaid.
Given under my hand this 6th. day of ;
March. 1915, and witness my official seal.
My term of office expires March 30th. 1916. (
(Notarial Seal) Edwin L. Dunbar.
Notary Public. No. "21. in and for the County
of New Yo>*k in the State of New York.
Commonwealth of Virginia
Oepartmrnt of the State Corporation Com
mission
City of Richmond, 9lh day of March, 191:1.
Thf accompunnying certificate for an
amendment to the charter of the Clinchfield
Port Ian.'! Cement Corjnu-ation, increasing its
maximum .apital stock from $1,500,000 to
$2,000.('00, fixing the preferred stock at $750,
000, signed in accor<lance with law by H. R.
Dennis, its vice-President, under the seal of
the corporation, attested hy E. G. Woodling,
its Secretary, and duly acknowledged by them,
having been presented to the State Corpora
tion Commission and the fee, if any, required
by law, having been paid, the State Corpora
tion Commission having examined said cer
tificate, now declares that the Clinchfield Port
land Cement Corporation, has complied with
the requirements of law, and is entitled to
the amendment or alteration of its charter
set forth in said application. Therefore, it is
ordered that the charter of the Clinchfield
Portland Cement Corporation, a corporation
created by State Corporation Commission, be
and the same is amended and altered in the
manner and for the purposes set forth in said
certificate ^.o the same extent as if the said
application were now herein transcribed in
full.
The said certificate, with this order, is
hereby certified to the Secretary of the Com
monwealth for record.
Robert R. Prentis,
(Seal) Chairman.
R. T. Wilson, Clerk.
COMMONWEALTH OF VIRGINIA,
Office of the Secretary of the Commonwealth.
In the CITY OF RICHMOND, the 9th. day
of March, 1915.
The foregoing amendment to the charter of
Clinchfield Portland Cement Corporation, was
this day received and duly recorded in this
office and is hereby certified to the Clerk of
the Chancery Court of Richmond, according
to law. k
B. O. James,
Secretary of the Commonwealth.
Certificate for Amendment to the Certificate
of Incorporation
of
CLINCHFIELD PORTLAND CEMENT CORP.
STATE OF NEW YORK,
County of New York, SS:
I, HIONRY R. DENNIS, Vice-President of
Clinchfield Portland Cement Corporation, a
corporation created by order of the State Cor
poration Commission of the State of Virginia
entered on the 28th. day of January, 1910, DO
HEREBY CERTIFY that the Hoard of Direct
ors of said Clinchfield Portland Cement Cor
poration at a meeting of Directors of said
Clinchfield Portland Cement Corporation at
a meeting duly and regularly called and held
on the 26th. day of September, 1918, at which
a quorurp was present, did pass resolutions
declaring thnt an amendment, change or al
teration of the chartcr or certificate of in
corporation of said Clinchfield Portland Ce
ment Corporation is advisable, so that the
charter or certificate of incorporation as
amended shall provide that the name of the |
city in the State of Virginia in which the
principal office of the corporation is to be
located is the City of Bristol, and calling
and designating the annual meeting of the
stockholders of the corporation to he held
on the second Monday of January. 1919. to j
be held also for the purpose of taking action .
upon such proposal as stated in the preambles j
to the resolutions adopted at said annual
meeting of the stockholders of said Clinc'i
field Portland Cement Corporation herein
after set forth ; ANI) I DO HEREBY FUR- |
THER CERTIFY that at the annual meeting
of the stockholders of said Clinchfield Port- i
land Cement Corporation held at the offire of i
the corporation with Mr. John B. Lightfoot I
Jr., American National Bank Building, Rich- I
mond, Va.. on the l.'Jth. day of January, 1919. i
at 12 o'clock noon, in accordance with writ- ;
ten notice thereof duly sent to all of the ,
stockholders of the corporation, as stated in ?
the preambles to the resolutions adopted at '
said annual meeting of stockholders herein
after set forth, the holders of more than two
thirds in interest of each class of the out
standing capital stock of the corporation voted
in favor of the passage of the following reso
lutions cnacting and prescribing a certain
amendment, change or alteration of the char
ter or certificate of incorporation of said
Clinchfield Portland Cement Corporation, as
in said resolutions set forth, and that the fol
lowing is a full, complete and true copy of the
proceedings entered on the records of the
corporation of the said meeting of stock
holders so far as such proceedings relate to
the said amendment, change or alteration of
the charter or certificate of incorporation of
said corporation, to-wit:
"WHEREAS, the Board of Directors of this
corporation at a meeting duly and regularly
called and held on the 26th day of Sep
tember. 191?*, at which a quorum was pres
ent. did unanimously resolve that an amend
ment. change or alteration of the charter
or certificate of incorporation as ?mended
poration is advisable so that the said charter
or certificate of incorporation as amended
shall provide that the name of the city in
the State of Virginia in which the principal
office of this corporation is to he located
is the City of Bristol instead of the City o
Richmond and to effect this purpose, ?hat
clause (b) of the charter or certificate ..f
ircorporation of this corporation be amend
ed. changed, or altered so as to accomplish
this purpose; and . .
"WHEREAS, at the said j?,i!?5
Board of Directors it was further resolved
that the ?nnual me*in* of the st<*khj^<^
of this corporation to be held on the ?econd
. Monday of January, 1919, ke .*?<1
) ??i?nat?4 t? b? b?14 for th? jurpow ?t Uk
inir action upon ?aid proposal to amend,
change or alter the charter or certificate
of incorporation of this corporation : and
"WHKKKAS. a notice in writing of the said
meeting of stockholder? stating the time
and place thereof and that it was called
also for the purpose of taking action uimn
the said proposal to amend, change or alter
the charter or certificate of incorporation
of thin corporation mi as to provide that the
principal office of the corporation shall be
locat?d in the City of Hristol instead of in
the City of Richmond was mailed to each
of the stockholders of the corporation at
hi* last known post office address at least
ten days prior to this meeting ;
NOW. THEREFORE. HE IT
RESOLVED, that an amendment, change or
alteration of the charter or certificate of
incorporation of the cori>oration is advisable,
so that the said charter or certificate of in
corporation as amended shall provide that
the name of the city in the State of Virginia
in which the principal ofTice of this corpora
tion is to he located is the City of Bristol,
and to efTcet this purpose thut clause (b) of
the charter or certificate of incorporation of
this corporation be amended, changed or
altered so as to read as follows:
"<bl The principal office of th?-o or>ro""?tion
in the State of Virrinia is to be located in
the city of llristol." "
GIVEN under my h-*nd r.nd the seal of
Clinchlield Portland Cement Corporation this
18th. day of January. 1919.
Henry R. Dennis.
(Seal! Vice-President
Clinchfield Portland Cement Corporation.
Attest:
Edwin G. Woodlinjr, Secretary.
STATK OF NEW YORK.
County of Now York, To-wit:
I. Mii<? J. Cannon, a Notary Public in and
for the State and Countv aforesaid. Ho hereby
certifv that Henry It. Dennis and Edwin G.
WnodSinn, whose names as Vice-President and
Secretary respectively of Clinch field Portland
Cerr?nt Corporation, are sinned to the fore
colnir certificate bearing date the 18th. day
<.f January. 1919, have each acknowledged
the same before me in my State anil County
aforesaid.
Mv Commission expires March 30th. 1020.
Oiven under my hand and notarial seal
this l.Sth. ?lay of Jcnuarv, 1919.
Mae J. Cannon.
(Notarial Seal) Notary Public.
Kincs County No. 140
Kings County Register No. 219
Certificate filed \n N. Y. County No. 354
New York Register No. 102G0
(Commission expires March 30th,. 1920)
Commonwealth of Virginia
Department of the State Corporation Com
mission
err- OF RICHMOND, 29th. dav of January,
1919.
The ecbtnpnnyinc certificate for an amend
ment C'f the charter i?f the Clinchfleld Port
land Cement Corporation siirn^d in accord
ance v.-ith law. by H envy It. Dennis, its Pres
ident. under the seal of the corporation, at
tc-te'' ''V Edwin C. Woidlintt, its Secretary,
and i'i v acknowledged bv them, having been
presented to the St ite Corporation Commis
sion and the fee, if any, required by law
having been paid, the State Corporation Com
mission having examined said certificate, now
declares that the Clinchfleld Portlnnd Cement
CurTHirntion has complied with the require
ments of law, and is entitled to the amend
ment or alteration of its charter set forth
in said application. Therefore, it is ordered
t ''at the charter of the Clinchfield Portland
Cement Corporation, a corporation created
by State Corporation Commission, be and the
same is amended and altered in the manner
and for the purposes set forth in said cer
tificate. to the same extent as if the said
application were now herein transcribed in
full.
The said certificate, with this order, is here
by certified to the Secretary of the Common
wealth for record.
I R. E. Williams,
I (Seal) Chairman.
K. T. Wilson, Clerk of the Commission.
COMMONWEAI/TH OF VIRGINIA,
Office of Secretary of th* Commonwealth,
in the City of Richmond, the 29th. day of
January. 1919.
The foregoing amendment to the charter of
Clinchfield Portland Cement Corporation was
this day received and duly recorded in this
office and is hereby certified to the Clerk of
the Chancery Court of Richmond according
to law.
B. O. James.
Secretary of the Commonwealth.
Certificate for Amendment of the Certificate
of Incorporation
of
CLINCHFIELD PORTLAND CEMENT
CORPORATION
STATE OF NEW YORK,
County of New York, SS:
I. HENRY R. DENNIS. Vice-President of
Clinchfield Portland Cement Corporation, a
corporation created by order of the State Cor
poration Commission of the Commonwealth of
Virginia entered on the 2?th. day of January,
1910, DO HEREBY CERTIFY that the Honrd
of Directors of said Clinchfield Portland Ce
ment Corporation at a meeting duly and reg
ularly called and held on the 17th. day of
March, 1919, at which a quorum was present,
did adopt resolutions dcclnring that an amend
ment, change or alteration of the charter or
certificate of incorporation of said Clinchfield
Portland Cement Corporation is advisable
so that the rhnrter or certificate of incorpora
tion as amended shall provide that the maxi
mum amount of the capital stock of the cor
poration shall be Two Million, two Hundred
and Fifty Thousand Dollars ($2,250,000), con
sisting of On? Million Dollnrs ($1,000,000) par
value of preferred stock and one million two
hundred and fifty thousand dollars ($1,250.000)
par value of common stock, and also calling a
meeting of the stockholders of the corporation
to take action upon the said proposal, which
said resolutions adopted by the Hoard of Di
rectors of the Corporation as aforesaid were
as follows:
"RESOLVED, that the capital stock of this :
corporation is found to be insufficient for its 1
purposes; and further
RESOLVED, that this Hoard of Director*
docs hereby declare that an nm'-ndnierit, change 1
or alteration of the certificate of incorpora- |
tion of this corporation is advisable so that
the certificate of incorporation of this cor- .
poration as amended shall provide that the
maximum amount of the capital stock of thin
corporation shall 1> ? $2,2">0,000. consisting of I
$1,000,000 par value of preferred stock, and
$1,250,000 pur value of common stock, and
to effect this purpose, that clause (d) of the
certificate of incorporation be amended, chang
ed or altered so as to read as follows:
'(d) The maximum amount of the capital
stock of the corporation shall be two million I
two hundred und fifty thousand dollars ($2,- j
250.000) and thp minimum amount of the i
capital stock of the corporation shall be One I
Thousand dollars ($1,000), and all of said
capital stock shall be divided into shares of
the par value of One Hundred Dollars each.
Of such maximum amount of capital stock
ten thousand (10,000) shares of the aggregate
par value of one million dollars ($1.000,000) |
shall be preferred stock and twelve thousand j
five hundred (12,500) shares of the aggregate
par value of One Million, Two Hundred and
Fifty Thousand Dollar# ($1,250,000) shall be
common stock. Said minimum amount of ,
stock shall be common stock.
The holders of ine preferred stock shall be j
entitled to receive when and as declared .
from the surplus or net profits of the corpora
tion yearly dividends at the rate of seven
per cent, per annum and no more, payable
semi-anntially on dates to be fixed by the by
laws. The dividends on the preferred stock
shall be cumulative after January first, nine
teen hundred apd eleven (1911) and all such
preferred and cumulative dividends shall be
payable before any dividends on the common .
stock shall be paid or set apart for the corn- j
mon stock. The holders of the common stock, ,
after the payment of such preferred and cum
ulative dividends, shall be entitled to receive,
all the remaining surplus or net profits of ,
the corporation which may be distributed a*
dividends. .. . , \
In the event of any liquidation or dissolu- ,
tion or winding up. whether voluntary or in- j
voluntary, of the corporation, the holders of
the preferred stock shall be entitled to be paid j
in full the par value of tWr shares and the j
am oust of accrue* dividends accumulated |
and unpaid thereon. before any amount shall
he paid to the holders of the common stock;
and after the payment to the holders of the
preferred stock of. the par value of their
shares and the amount of accrued dividends
accumulated and unpaid thereon, the remain
ing assets and funds of the corporation shall
he divided and paid to the holders of the com
mon stock according to their respective shares.
The preferred stock is subject to redemption
at the option ??f the corporation at any time
after three years from issuance thereof at
one hundred and fifteen per cent (118 per
cent.) of the par value thereof, together with
the amount of the accrued dividends accumu
lated and unpaid thereon.
Krom time to time the preferred stock nnd
the common stock may be increased according
to law. and such increased stock and all stock,
increased otherwise, authorized by this cer
tificate. may be issued in such amounts and
proportions and upon such terms as shall be
determined by the Hoard of Directors nnd as
may bo permitted by law." and further
RESOLVED, that a special meeting of the
stockholders of thi? corporation be and it
hereby is called to be held at the office of
Mr. J. R. Tucker. Mutual Huilding. Richmond.
Va . on the 8th day of April, 1919, at 11
o'clock in the forenoon, for the purpose of
taking action upon the proposal to nmend,
chance or alter the certificate of incorpora
tion of this corporation ?o as to provide that
the maximum amount of the capital stock of
the corporation shall be $2.2">0.000. consisting
of $1,000.000 par value of preferred stock and
S1.2SO.OOO par value of common stock, and
for the further purpose of authorising nnd di
recting the making of an application to the
proper officers for said amendment, change
or alteration of the certificate of incorpora
tion. and of taking nny further action that
may properly come before the meeting : and
further
RESOI.VED. that the officers of this cor
poration be nnd they hereby are authorised
and directed, upon approval by the stockhold
ers of the corporation of the foregoing pro
posal to nmend, change or alter the certifi
cate of incorporation of this corporation, to
make application to the State Corporation
Commission of the Commonwealth of Virginia
for said amendment, change or alteration of
the certificate of incorporation of this cor
poration in accordance with the provisions
of the foregoing resolutions, nnd to do nil
other acts and things necessary or proper
in order to carry the foregoing resolutions
into effect in accordnnce with the Laws of
the ? Commonwealf h of Virginia "
AND T DO HEREBY FURTHER CERTIFY
that notice in writing of said speciftl meeting
of stockholders eallcd bv the Hoard of Di
rectors was given to each stockholder of rec
ord of th" corporation by mailing to the same
to him at his Inst known post ofTicc address,
at least ten ilnvs prior to uch meeting, which
snid noti?*.> stated the time and plnee of the
meeting nnd its genernl ohiect and the amount
to which it was jrroposcd t<> increase the cap
ital stock: thnt at a special meeting of the
stockholders of said Clinchfield Po t land Ce
ment Corporation held at the ofTicc of Mr.
R. Tucker. Mutual Huilding. Richmond,
Virginia, on the Hth. dny of April. 1919 at
II o'clock in the forenoon, in accordance with
the snid notice nnd call of the Hoard of Di
rectors. the holders of more thnn two-thirds
in amount of all the stockholders present or
represented and voting at the said meeting,
which snid two-thirds amounted to>more than
n majority of the capital stock of the cor
poration voted in favor of the said amend
ment. change or alteration of the chnrtcr or
certificate of incorporation of the corpora
tion proposed by the Hoard of Directors as
aforesaid. And we further certify that the
said proceedings were entered ui>on the min
utes of the stockholders' meeting.
Given under my hand and the seal of the
Clinchfield Portland Cement Corporation, this
12th. day of April, 1919.
Henry R Dennis,
Vice-President, Clinchfield Portland Cement
Corporation.
(Corporate Seal)
.Attest:
E. G. Woodling, Secretary.
STATE OF NEW YORK.
County of Now York, SS:
I, Mne J. Cannon, h Notary Public in and
for the State and County aforesaid, do hereby
certify that HENRY R. DENNIS and EDWIN
G. WOODLING, whose names as Vice-Presi
dent and Secretary respectfully of Clinchfleld
Portland Cement Corporation are signed to
the foregoing certificate bearing dnte the
12th. day of April, 1919, have each acknowl
edged the name before me in my State and
County nforesaid.
Mv commission expires March 30th, 1920.
GIVEN UNDER MY HAND and notarial
seal, this 12th. day of April. 1919.
Mae J. Cannon,
(SEAL) Notary Public.
Kings County, No. 140.
Kings County Register No. 219
Certificate filed in N. Y. County No. 354
New York Register No. 10200
Commonwealth of Virginia
Department of the State Corporation Com
mission
CITY OF RICHMOND, 14th, day of April,
i 1919.
The accompanying certificate for an amend
1 ment to the charter of the Clinchfield Portland
Cement Corporation signed in accordance with
law, by Henry R. Dennis, its Vice-President,
under the senl of the corporation, attested by
Edwin G. Woodling, its Secretary, and duly
acknowledged by them, having been repre
sented to the State Corporation Commission
and the fee. if any, required by law having
been paid, the State Corporation Commission
having eVnmined said certificate, now declares
that the Clinchfield Portland Cement Cor
> poration has complied with the requirements
1 of law, nnd is entitled to the amendment or
alteration of its charter set forth in said ap
plication. Therefore, it is ordered that the
charter of the Clinchfield Portland Cement
Corporation, a corporation created by State
Corpontion Commission, lie and the same is
' amended and nltered in the manner and for
the purposes set forth in said certificate, to
I the same extent as if the said application
were now herein transcribed in full.
The said certificate, with this order, is here
by certified to the Secretary of the Com
monwealth for record.
R. E. Williams,
CSeal) Chairman.
R. T. Wilson, Clerk of the Commission.
COMMONWEALTH OF VIRGINIA,
Office of the Secretary of the Commonwealth.
In the CITY OF RICHMOND, the 14th. day
of April, 1919.
The foregoing amendment to the charter of
Clinchfield Portland Cement Corporation was
this day received and duly recorded in this
office and is hereby certified to the Clerk of
the Chancery Court of Richmond according
to law.
B. O. James,
Secretary of the Commonwealth.
Certificate for Amendment of the Certificate
of Incorporation
of
CLINCHPIELD PORTLAND CEMENT
CORPORATION
STATE OF NEW YORK,
County of New York, SS:
I, H. RAY DENNIS. Vice-President of
Clinchfield Portland Cement Corporation, a
corporation created by order of the State Cor
poration commission of the Commonwealth of
Virginia on the 2*th. day of January, 1910,
DO HEREBY CERTIFY that the Hoard of
Directors of said Clinchfield Portland Cement
Corporation, at a meeting duly and regularly
called and held on the 23rd. day of November,
1922, at which a quorum was present, did duly
and regularly adopt resolutions declaring that
an amendment, change or alteration of the
Charter or Certificate of Incorporation of said
Clinchfleld Portland Cement Corporation is
advisable, so that the Charter or Certificate
of Incorporation of said corporation, ?o
amended, shall provide that the maximum
amount of the capital stock of th? corporation
shall be three Million Dollars ($3.000,000)
risting of One Million Dollars (11,000,000) par
value of preferred stock and Two Million
Dollar? ($2,000.000) par value of common
stock, and also calling a meeting of the stock
holders of the corporation to take action up
on the said proposal, which ss?id resolution*
adopted by the Board of Directors of the Cor
poration as aforesaid were as follows:
"RESOLVED, tkat the capital stock of thie
Corporation ia found to be Iniufficient for
it? purposes; and further
"KUOLVED, thnt this Heard of Director*
doe* hereby declare that an amendment,
change or alteration of the certificate of in?
eoriMtration of t hi* corporation Is advisable
no thnt the certificate of incorporation as
amended shall provide that the maximum
amount of the capital stock of this corpora?
t ion shall be $.1.000,000, consisting of $1,
000.000 par value of preferred stock and
$2,000.000 par value of common stock, and
to effect this purpose, that clnuse (d) of
the certificate of incorporation bo amended,
changed or altered so ns to rend a* follows:
"(d) The maximum amount of the canltal
stock of the corporation shall be Three Mil
lion Dollars ($3.000.000) and the minimum
amount of the capital stock of the corpora
tion shall be One Thousand Dollars ($1.000)
and all of said capital stock shall be di
vided into shares of the par value of One
Hundred Hollars ($100) each. Of such max
imum amount of rnpitnl stock ten thousand
(10,000) shnres of the aggregate par value
of One Million Dollars ($1.000.000) shnll be
preferred stock and twenty thousand (20.000)
shareo of the aggregate par value of Two
Million Dollars ($2.000.000) sh"ll b? com
mon stock. Said minimum amount of stock
sha'l be common stock
The holders of the preferred stock jhall be
entitled to receive when and ns kleclared
from the surplus or net profits of the cor
poration yearly dividends nt the rnte of
seven per cent, per annum and no more,
payable semi-annually on dates to he fixed
by the By-Laws. The (Jividends on the pre
ferred *>tock shall ba cumulative nftT Jan
uary first, nineteen hundred nnd eleven
(1911), and nil such preferred and cumu
lative dividend* shnll be pnyable l>efore any
dividends on the common stock sh-ill be
paid or set apart for the common stock. The
holders of the common stock, after the pay
ment of such preferred and cumulative divi
dends. shall be entitled to receive all the
remaining surplvs or net profit.? of the cor
poration. which mny be distributed ns divi
dends.
In the event of any liquidation, dissolution
or winding up, whether voluntary or invol
untary. of the corporation, the holders ? of
the preferred stock shall be entitled to be
paid in full the pnr value of their shnres
and the amount of accrued dividends ac
cumulated nnd unpaid thereon, before any
amount shnll l>e paid to the holders of the
common stork : nnd after the payment to
the ho'ders ef the preferred stock of the
par v:ilue of their shnres nnd the amount
of accrued dividends accumulated and un
paid thereon, the remaining assets and
funds of the corporation shall be divided and
paid to the holders of the common ? >r' -e
cor''!'^' ' 4 resporf've : Vn ?, -? 'H,, y,
for red rtocl vt subject to redemption nt the
option of the corporation, nt any time after
three years from issuance ther'M)' at one
h'-ndrr-l r.i.d fifteen p-?r cent. (115 rv?r crt.)
of the T 1- value thereof, toi-ether with tho
amount ? f the accrued dividend i nccimu
late?! rnd urpnid thereon.
Krom t'tno to time tho preferred stock rnd
the common stock may he increase.' accord
ing to law. nnd such increased stock nnd all
stock, incrca-icd or otherwise, authorised by
this certificate, mny be Issued in such
amounts nnd proportions nnd upon such
shall Jie determined by the Roard
I ^Directors and aa may be permitted by
nnd further.
j RESOLVED, thnt a special meeting of the
stockholders of this corporation be end it
hereby is called to be held nt the office of
Mr. A. K. Morison. Dominion National
Dank Building, Bristol, Virginia, on the
15th. day of December, 1022. at 11 o'clock
In the forenoon, for the purpose of taking
action upon the proposal to amend, change,
or alter the certificate of incorporation of
this corporation so ns to provide that the
mnximum amount of the cnpital stock of
the corporation shall be $?.000,000, consist
ing of $1.000.000 par value of prefrered
stock and $2,000.000 p:>- value of commin
stock, and for the further purpose of au
thorizing and directing the making of an
application to the proper officers for said
amendment, chance or alteration of the
certificate of incorporation, and of taking
any further artion thnt may properly com6
before the meeting : and further
RESOLVED, thnt the officers of this cor
poration be and they hereby are authorized
and directed, upon the approval by the stock
holders of the corporation of the foregoing
proposal to amend, change or alter the cer
tificate of incorporation of this corporation
to make application to the State Corpora
tion Commission of the Commonwealth of
Virginia for said amendment, change or
alteration of the certificate of incorporation
of this corporation in accordance with the
provisions of the foregoing resolutions, and
to do all other acts and things necessary or
proper in order to carry thV? foregoing reso
lutions into effect in accordance with the
laws of the Commonwealth of Virginia."
AND I DO HEREBY FURTHER CERTIFY
that notice in writing of said special meetinjf
of stockholders, called by the Hoard of Di
rectors of the corporation as aforewnid, was
given to each of the stockholders of record
the same to his last known post
office address furnished to the officers of the
corporation nt least ten (10) days prior to
such meeting, which said notice stated the
time and place of the meeting, and its ob
ject: thnt at n special meeting of the stock
holders of said Clinchficld Portland Cement
Corporation, held nt the office of Mr. A. K.
Morison, Dominion National Dank Building
Ilriatol. Virginia, on the lr.th. day of Decem
ber 1922, at 11 o'clock in the forenoon, in ac
cordance with the said notice anil call of the
Hoard of Directors, the holders of more than
two-thirds (2-3) in interest of each class of
the stockholders having voting powers were
present or represented and voted in favor of
said amendment, change or alteration of the
Charter or Certificate of Incorporation of the
corporation proposed by the Hoard of Directors
as aforesaid : that the total number of share?
or each clnss of stock of the corporation is
sued and outstanding having voting power at
the time of said meeting was 10.000 shares
of preferred stock and 12,500 shares of com
mon stock ; thnt the number of such ?hares
present nt the said meeting was 88? shares
of preferred stock nnd 11,589 shares of com*
rnon stock and thnt the number of such
snares voting in favor of the proponed amend?
TiTo*.W18 shares of preferred stock and
11,589 shnres of common stock.
u"dc' my han<1 n"d of said
Clinchfield Portland Cement Corporation, this
loth, day of December, 1922.
H. Ray Dennis.
(Cornornte Seal) Vire-President
CLINCIIFIELD PORTLAND CEMENT
CORPORATION
Attest:
Warren P. Eaton, Secretary.
STATE OF NEW YOKK,
County of New York, SS:
I, EI)WARD C. BAILLY, a Notary Public
in and for the State and County aforesaid,
do hereby certify that II. Ray Dennis and
Warren P. Eaton. whose name? a* Vice
President and Secretary, respectively, of
Clinchfield Portland Cement Corporation, are
signed to the foregoing certificate bearing date
of 15th. of December, 1922. have eacn ac
knowledged the snme before ?nc in my Stat?
and County aforesaid.
My Commission expire? March 30th, 1924.
GIVEN under my hand and Notarial Seal,
this 16th day of December, 1922.
Edward C. Bailly,
(Seal) Notary Public Westchester County
Ctf. filed in N. Y. County.
New York County No. 244
New York Register No. 4276
Commission expires March 30th, 19X4.
Commonwealth *f Virginia
Department of the State Corporation Com
mission
CITY OF RICHMOND, 20th. day of December.
1922.
The accompanying certificate for an amend
ment to the charter of the Clinchfield Port
land Cement Corporation signed Hi aeeard
ance with law. by H. Ray Dennis. Ha Viee
President. under the seal of tie wi po ration,
attested by Warren P. Eaton its Secretary,
and duly acknowledged by tkm, havHut kMs
presented to the State Corporate Commis
sion and the fee. If any, required by tew
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