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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 Clinchfield Portland
Cement Corporation respectfully shows:
(1)
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
?tyle of "CLINCHFIELD PORTLAND
CEMENT CORPORATION".
(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 1910 aforesaid
has been amended from time to time,
towit:On the 28th. day of February,1911
on the 14th.day of February 1913, on the
9th. day of March 191ft, on the 29th.
day of January 1919, on the 14th. day
of April 1919 and on the 20th. day of
Pecember 1922 respectively.
Petitioner shown to the court that on
the 12th. dny 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 attachei and marked
exhibit "A".
(5)
Petitioner attaches hereto a certified
copy of said original charter together
with all amendments thereto under tho
seal of the Commonwealth of Virginia.
Same being marked Exhibit "B".
(6)
The principal office and place of busi
ness ol petitioner in the state of Geor
gia shall be in the county of Houston,
and petitioner prays the right to
establish branch offices and places of
business in such other counties in the
state of Georgia as it may deem ex
pedient from time to time.
(7)
The amount of authorized capital
stock of petitioner is Three Million Dol
lars ($o,000,000.00), The amount of
capital stock subscribed for is Three
Million Dollars ($3,000,000.00), One
Million Dollars ($l,0l>0,000.00) of which
is preferred stock and Two Million Dol
lais | $2,000,000.001 of which is common
stock.The amount of stock actually paid
in is Three Million Dollars [$3,000,000.
000.]0ne Million Dollars ($1,000,000.00)
of which is preferred stock and Two
Million Dollars ($2,000,000,000) of which
is common stock. The par value of the
Rreferred stock is One Hundred Dollars
5100.00] per share and the par value of
the common stock is One Hundred Dol
lars [$100.00] per share.
[8]
Petitioner praj s that it be domesticat
ed in the state of Georgia for and dur
ing a period of twenty years 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]
Petitioner further prays that it be
granted all the right" 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, WARRKN P. KATON. Secretary of the
CLINCH FIELI> PORTLAN" CEMENT
CORPORATION, fcerei.y certify that the
follow...,. is it true copy of n resolution paused
at the Annual Meeting of the Stockholders
?f the corporation, which was held at the
?fficc of Messrs. Morison, Morison & Robert
lion. Dominion National Hank Building. Uris
tol, Virginia, on the 12th. day of January.
1925:?
"RESOLVED, Thnt this corporation shall
take the necessary steps in order to do
mesticate in the State of Georgia. and for
that purpose the officers of this corporation
are hereby authorized and directed to make
and file, 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 the Laws of the State of Geor
gia, and to file any and all further docu
ments and papers, and to take any and
all further action which may be necessary
or desirable for that purpose."
(Corporate Seal) Warren I', Eaton,
Secretary.
CLINCH FIELD PORTLAND CEMENT
CORPORATION
Exhibit "B"
CERTIFICATE OF INCORPORATION
of
CLINCHFIELD PORTLAND CEMENT
CORPORATION
THIS IS TO CERTIFY that we, the under
signed, do hereby associate ourselves 'to es
tablish n corporation under and by virtue of
the provia'ons of an Act of the General As
sembly of the State of Virginia entitled "An
Act Concerning Corporations," which became
m law on the twenty-first day of May, 1903.
and all amendments thereof and supplements
thereto, for the purposes and under the cor
porate name hereinafter mentioned, and to
?hat end we do by this our certificate set forth
as follows:? I
(a) The name of the corporation is to be
"CLINCHFIELD PORTLAND CEMENT COR
PORATION." ?
(b) Its principal office in this State is to
fet located in the city of Richmond, County
?f Henrico, State of Virginia.
(c) The purposes for which It is formed are:
Tp manufacture, sell and deal In Portland
Cement and atl kinds of natural and other
etment. lime, limestone, calcined and other
Posters and artificial stone, and to erect or
a&uire by, purchase, leose oi otherwise, man
?factories, kilns, and buildings; to establish
?ad maintain and operate manufactories,
warehouses, agencies and depots for manu
facturing and storing It? cement and other
products and for their aaW and distribution,
t? transport or cause the same to he
transported as articles of commerce. To man*
**^re, hay, sell and in any manner trade
?* In every kind of bricks, concretes.
#???? and stoae enameling*. To manufacture.
buy. Mrli and generally dcmi in all kind'? of
pip*, casting* and fitting*. To manufacture,
*?11. dral in and lay aidawalk* and pavement?
To acquire, own. lease, occupy and utiliM
any and ail land* containiag coal and iron
or other ore* and mineral*; and any and all
timber, landa. (arm land*, and other land*
i of any and all kind*; to mine or otharwiae
[ extract coal, ore* or other mineral* and cut
the timber from any landa owned, leased or
acquired by the Corporation ; to prepare the??
product* and all other product* for market.
To manufacture, ?ell and diapoae of all ar
ticle* made from metal, wood. (tone. rock.
? late, coal and other aubatancea: to buy and
?ell general merchandise; and to construct
tramway* and other road* of any kind, bridges
and other mean* of transportation for ita own
property and over ita own land, and to do
atich other acta and thinga for such lands or
interest in the landa owned or occupied by
the corporation that ariay be necessary or use
ful for the purpose of utilizing such landa or
interests in lands.
To apply for, obtain, register, buy. pur
chase, own, one, hold, keep, control, take by
, lease or otherwise to acquire, operate, intro
; duce and sell, assigns, transfer, exchang?.
' convey, deal or traffic in or with, or mort
gage. pledge or otherwise dispose of, any
and all trade marks, trad* name*, patents,
patent rights, inventions, improvements, fonn
I ulae secret or other processes used in con
nection with or secured under letters patent
of the United State? 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
of or otherwise to turn to account any such
trade marks, trade names, patents, pattnt
rights, inventions, improvement*, formulae,
' processes, grants, concessions or licenses and
the like, or any such properties, rights or
information so acquired.
I To subscribe to. purchase or otherwise ac
quire. or to guarantee or to become surety
j in respect to the stock, bonds, or other securi
i ties and obligations of other companies.
I To do all and everything necessary, suitable,
proper and lawful for the accomplishment of
any of the purposes or attainments of any
of the objects hereinbefore enumerated.
To do any and all of the things 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 office?, 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 Stutes, 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
I 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
?hall not be held to limit or restrict in any
manner the general objccts and powers of the
corporation.
(d) The capital Htock 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
I into shares of the par value of One Hundred
Dollars ($100.00) each. Of such maximum
capital stock, four thousand (4000) shnros of
the par value of Four Hundred Thousand Dol
lars ($400,000.00) Hhall be preferred stock, and
five thousand (6000) shares amounting to Five
Hundred Thousand Dollars ($500,000.00) par
value shall be common stock. Said minimum
of capital stock shall 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
l cent, per annum, and no more, payable semi
annually, on dutes to be fixed by the By-Laws.
The dividends on the preferred stock shall be
cumulative after January first, nineteen hun
dred and eleven (1J11), and all such preferred
and cumulative dividends shall be payable be
fore any dividends on the common stock shall
be paid or set apart for the common stock.
The holders of the common stock, after the
payment of such preferred and cumulative
dividends, shall be entitled to receive all the
! remaining surplus or net profits of the cor
I poration, which may be distributed as 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 Hhall be entitled to be paid
i in full the par value of their shares and the
amount of accrued dividends accumulated and
I unpaid thereon, before uny amount shall be
I paid to the holders of the common Btock ; and
j after the payment to the holdera 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 fands of the corporation shall be
divided and paid to the holders of the com
mon stock according to their respective shares.
The preferred stock is subject t* 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.
From time to time the preferred stock and
the common stock may be increased accord
,nK i.to ?lnw> nn<1 *uch '""eased stock and all
stock, increased or otherwise, authorized by
this certificate, may be issued in such nmounts
and proportions and upon such terms as shall
i be determined by the lioard of Directors, and
as may be permitted by law.
(e) The duration of the corporation shall be
i perpetual.
(f) The namen and residences of the offi
cers and directors, who, unless sooner changed
( by the stockholders, nre for the first yenr to
i manage the affairs of the corporation, are as
> follows:
I 2aicZ * ^ ? .Name Residence
President?Carl M. Owen, New York, N Y
j Treasurer?K. L. Dunbar. New York N Y*
Secretary?Williaffi M. Hall. New York' n"
Directors
Name Residence.
Carl M. Owen. New York, N. Y.
K. L. Dunbar, New York. N. Y
William M. Hull, New York. N. Y.
}?.' The amount of real estate to which its
holdings arc at any time to be limited is Ten
Thousand (lO.SOO) acres, and the value of the
($5,ooo,ooo'mUed to Five MiIlion
I . 'hI 'Ihe Hoard of Directors may. by a ma
i jorrty vote of the entire Hoard, make by-Laws
and at any time may alter, amend, or repeal
i any By-Laws, save such as the stockholders
or the corporation shall have expressly declared
to be not subject to such action by the Hoard
of Directors, but any By-Laws made by the
Hoard of Directors may be altered or repealed
by the stockholders, at any annual or special
meeting.
IN WITNESS WHEREOF we have hereunto
set eur hands this 28th. day of January. 11*10.
Carl M. Owen
10. L. Dunbar
William M. Hall.
STATE OF VIRGINIA,
City of Richmond, to-wit:
This day personally appeared before me
Mary Campbell Dalton, a Notary Public in
and for the city aforesaid in the Statf of
Virginia. William M. Hall, Edwin L. Dun
bar, and Carl M. Owen, who?? namen are
signed to the foregoing writing, bearing dat?
on the 28th. day of January, 1910. and ac
knowledged the same before me in my city
aforesaid.
Given under my band this 28th. day of
January, 1910.
Mary Campbell Dalton,
Notary Public.
My Commission expire* 81st day of July,
1910.
VIRGINIA :
In the Law and Equity Court of the City of
Richmond.
Tbe foregoing certificate of incorporation
of the CLINCH FIELD PORTLAND CEMENT
CORPORATION, was presented to me, John
H. Ingram. Judge of tbe Law and Equity Court
of the City of Richmond, in term time, and
baring been examined by Me. I now certify
that the said certificate *f incorporation is, (n
my opinion, stoned and acknowledged in ac
cordance wllh an Act of the General A?s*n
bly, entitled "An Act Concerning Corpora
tion*," which became a law on the 21st. day
o f May. 1W>3.
Given under my hand this 28th. day of
January, 1910.
John H. Ingram.
Jud*?.
Department ?( the
8TATE CORPORATION COMMISSION
CITY OF RICHMOND, 28th. day of January.
1910.
The accompanying certificate for incorpora
tion. together with a receipt showing payment
of the charter fee required by law, having been
preaented to the STATE ' CORPORATION
COMMISSION by Carl M. Owen. E. L. Dun
bar and William M. Hall and the Hon. John
H. Ingram. Judge of the Law A Equity Court,
of City of Richmond, having certified thai
the aaid certificate has been signed and ac
knowledged by said applicanta in accordance
with law. the State Corporation Commission
having examined said certificate now declares
that the aaid applicants have compiled with
the requirement? of law, and have entitled
themselves to a charter, and it is therefore
ordered that they and their associates and sue
ccasora 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 aame extent as if the same
were now herein transcribed in full and with
all powers and privileges conferred and sub-'
jeet 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. Wilson.'
Clerk of the Commission.
COMMONWEALTH OF VIRGINIA.
Oflice of the Secretary of the Commonwealth.
In the City of Richmond, the 28th. day of
January, 1910.
The forenoing charter of Clinchficld Port
land Cement Corporation was this day re
ceived 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 to the Charter
CLINCHFIELD PORTLAND CEMENT
CORPORATION
STATE OF PENNSYLVANIA,
County of Northampton. SS!
I, JOHN A. MILLER, President of the
! Clinchfield Portland Cement Corporation, a
corporation duly created by an Order of the
; State Corporation Commission of the Com
. monwcalth of Virginia, entered on the twenty- ^
eighth (28th) day of January, Nineteen hun- '
; dred and ten (1910), DO HEREBY CERTIFY
that at a called meeting of the stockholders
of the CLINCHFIELD PORTLAND CEMENT
I CORPORATION held at the office of Light
foot & Tucker, Mutual Building, Richmond,
Virginia, *n the Twenty-eighth (28th) 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
I proxy, and ail the stockholders so represented
voted in favor of the passage of the following
I resolutions, enacting and prescribing certain
I amendments or alterations to the Charter or
Certificate of Incorporation of this corpora
' tion as in said resolutions set forth, and that
I the following is a full, complete, true and cor
rect copy of 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 thun two-thirds of the stockholders
of the corporation being present in person
or by proxy, voting in favor thereof; the
following resolutions were unanimously
adopted :?
WHEREAS. The Board of Directors of this
corporation at a meeting duly and regularly
called and held on the 12th. day of January,
1911, at the office of Messrs. Hornblower,
Miller & Potter. No. 24 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
($900,000) for par value, to the maximum
amount of One Million Dollars ($1,000,000)
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. i
Lightfoot A Tucker, Mutual Building, Rich
mond, Virginia, on the 28th. day of Janu- .
ary, 1911, at ten o'clock in the forenoon, 1
for the purpose of taking action on the
proposed amendment or alteration to the
Charter or Certificate of Incorporation of i
this company, and for the other purposes
named in the resolution calling this meet
ing ; and
WHEREAS, the 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 it is advisable that the
Charter of this corporation be amended and
altered so a* to increase the maximum capi
tal stock of this corporation from Nine Hun
dred Thousand Dollars ($900,000) to One
Million Dollars ($1,000,000) to bo divided
into shares of the par value of one hundred
Dollars ($100) each five thousand (5000)
shares thereof of the aggregate par value
of Five hundred thousand dollars ($.">00,000) 1
to be preferred stock, and five thousand
(5000) shares thereof the aggregate par
value of Five Hundred Thousand Dollars
($.00.000) to be common stock.
ON MOTION duly made and seconded it was '
unanimously
KKSOLVKD thnt a meeting of the stock
holders of this corporation be and the same
hereby is called to be held at the office of
Messrs. Lightfoot & Tucker, Mutual Building
Richmond, Virginia, on the 28th. day of
January, 1911, at ten o'clock in the fore- i
noon, for the purpose of ratifying the ac- ,
tion of the Board of Directors during the
preceding year, for the election of directors, j
and for the purpose of taking action upon ;
the proposal to amend and alter the Charter ;
of this corporation so as to provide for an !
increase of the maximum capital stock of !
this corporation fr*m Nine hundred thous- i
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 of '
and sale of said additional preferred stock
at par for money, and for the further pur
pose of transacting such other business as !
may properly come before the meeting." I
AND WHEREAS, due notice in writing of
such mating was given to each stockholder
of record of this company as prescribed by '
the by-laws, as shown by the Affidavit of 1
William M. Hall, a copy of which notice and '
affidavit are as follows:
"Clinchfleld 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 the office of Hornblower, Miller A
Potter, No. 24 Broad Street. New York City,
on the 12th. day of January. 1911, a mw<
ing of the stockholders of Clinchfield Port
land Cement Corporation was duly called
to be held on the 28th. day of January,
1911. at 10 o'clock, A. M? at the office of
Mewir*. Lightfoot 4 Tucker. Mutual Build
ing, Richmond, Virginia, pursuant to and
in accordance with the following revolu
tion :
RESOLVED, that a meeting of the stock
holder? of this corporation he and the same
hereby is called to be held at the office
of Mmmj. Lightfoot A Tucker, Mutual
Boildiog. Richmond, Virginia, on the ttth.
day of January, 1911, at tea ?'clock In tha
forenoon, for the purpoae of ratifying the j
action of the Board of Director* during the
preceding year, for the election of director*,
and for the parp??? of takin* action upon
the proposal to amend and alter the charter
of thi* corporation m u to provide for an
inereaac of the maximum capital atock of
thi* corporation from Nin? Hundred Thous
and Dollar* (<900,000) to One Million Dol
lar? ($1.000.000). such increase of one hun
dred thousand dollar? ($100,000) of the
capital stock to be preferred stock, and for
the purpose of authorising the Issuance and
sale of said additional preferred stock, at
par for money, and for the further purpoae
of transacting such other busineas aa may
properly come before the meeting.
Dated, January 17. 1911.
WILLIAM M. HALL.
Secretary."
"Affidavit af 8trvi?e of Natle?"
STATE OK NEW YORK.
County of New York. SS:
WILLIAM Y HALL, being duly ?worn,
depose? and say* *hat he b upwards of eigh
teen year* of ?e< md that on the 18th. day
of January, 1911. he served a notice in writ
ing of which a true copy is hereto annexed,
apon all the stockholders of record of the
CLINCHFIELD PORTLAND CEMENT COR
PORATION. by mailing to each of them a
copy of said notice, at the Post Office. 60 Wall
Street. New York City, enclosed in sealed
envelopes directed to each stockholder at his
last known post office address, and prepaying
the proper postage on said envelope so mailed.
(Signed) William M. Hall.
Sworn to before me this l'Jth. day of Jan
uary, 1911.
(Signed) E. Halsey Malone.
Notary Public, New York City.
No. 174."
ANr> 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,
NOW THEREFORE. BE IT RESOLVED,
that the maximum capital stock of this com
pany iB found to be 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 of said corporation shall
be not less than one thousand dollars ($1,000)
nor more than One Million Dollars ($1,000,
000) to be divided into shares of the par value
of One Hundred Dollars ($100) each. Of
Bush mnximum capital stock, flvs thousand
(.",000) shares of the par valuo of Five Hun
dred Thousand Dollars ($.r>00,000) par value,
shall be common stock. Said minimum amount
of cap'tnl stock shall be common stock."
FURTHER RESOLVED, that the proper
officers of this corporation be and they are
hereby authorized and directed to make an
application to the State Corporation Commis
sion of 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, and do all things neces
sary or proper to make these resolutions ef
fective."
GIVEN under my hand and the seal of the
CLINCHFIELD PORTLAND CEMENT COR
PORATION, this sixteenth day of February,
1911.
(Seal) John A. Miller.
President, Clinchfield Portland Cement Corp.
Attest I
W. M. Bennett. Secretary.
STATE OF PENNSYLVANIA,
County of Northampton, SS:
On the sixteenth day of February, 1911, be
fore me, Frank Kunkel, a Notary Public in
and 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
FIELD PORTLAND CEMENT CORPORA
TION. a corporation described in and which
executed the above instrument bearing date
the sixteenth day 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.
GIVEN 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 24th. 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, that 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 16th. 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 wa3 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.
GIVEN under my hand and seal this 24th.
day of February, 1911.
Frank Kunkel,
(Notarial Seal) Notary Public.
My term of office expires with ending of
the present session of Senate.
COMMONWEALTH OF VIRGINIA
Department of the State Corporation Com
mission
City of Richmond, 28th. day of Feb. 1911.
The accompanyinR certificate for an amend
ment to the charter of the Clinchfield Portland
O men t Corporation made in accordance with
law. by John A. Miller, President of said
Company, under the seal of said corporation,
attested by W. M. Ilennett its secretary, and
duly acknowledged by them, having been pre
sented to the State Corporation Commission,
and the fee, if any, required by law upon said
amendment having been paid the State Cor
poration Commission, having examined said
certificate. now declares that the said
corporation, the Clinchfield Portland Ce
ment Corporation has complied with the
requirements of law, and is entitled to the
amendment or alteration of its charter set
forth in said certificate. And it is therefore
ordered that the charter of the Clinchfield
Portland Cement Corporation a corporation
created by the State Corporation Commission
be and the same is amended and altered in
the manner for the purpose set forth in said
certificate, to the same extent- as if the same
were now herein transcribed in full, pursuant
to the provisions of an act of the General
Assembly of Virginia, entitled "An Act Con
cerning Corporations," which became a law
the 21st of May, 1903.
And 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 Secretary of the Commonwealth.
In the City of Richmond, the 28th. day of
February. 1911.
The foregoing amendment to the charter
of Clinchfield Portland Cement Corporation
was this day received and duly recorded in this
office and in hereby certified to the Clc.k of
the Chancery Court of Richmond, acto ding
to law.
B. O. James.
Secretary of the Commonwealth.
Certificate ?f Amendment to the Charter
?f
CMnchfieM P*rtlu4 Cement Cwftratl??
STATE OF NEW YORK.
Coutr of New YM. 88:
I, HENRY R. DENNIS. Vice-President of
the CTLtNCHFIELD PORTLAND j
CEMENT CORPORATION. ? corporation duly
created by an Order of the State Corporation
Commission of the Commonw??aHh of Virginia,
entered on the twenty-eighth (28th) day of
January, ninetc-n hundred and ten (1010), DO
HEREBY CERTIFY that at a called meeting
of the stockholders of the CLINCHFIELD
PORTLAND CEMENT CORPORATION held
at the office of Lightfoot * Tucker. Mutual
Building. Richmond. Virginia, on the third
(3rd) day of February, nineteen hundred and
thirteen (1918). more than two-thirds of each
class of the outstanding shares of the capi
tal stock of said corporation were represcrted
in person or by proxy, and all the stockholders
so represented Toted In favor of the passage
of the following resolutions enacting and pre
scribing certain amendments or alteration*
to the Charter or Certificate of Incorporation
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
tion 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, via:
"On motion duly made and seconded, and
more than two-thirds of the stockholders being
present in person or by proxy voting in favor ?
thereof, the following resolutions were unani
mously adopted: ? , ...
WHEREAS, the Board of Directors of this
corporation, at a meeting duly and regularly
called and held on the 13th. day of January.
1013. at No. 24 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
wax advisable, so as to provide that the cap
ital stock of the company be increased fr<*n
the present maximum amount of One Million
Dollars ($1,000,000) par value to the maxi
mum amount of One Million Five Hundred
Thousand Dollars ($1.600.000) par value: and
WHEREAS, at the aaid meeting of the
Board of Directors of this eompany, a meet
ing of the Stockholders of this company was
called to be held at the office of Lightfoot fc
Tucker. Mutual Building. Richmond. Virginia,
on the third day of February. 1913, at ten %
o'clock in the forenoon, for the purpose of tak
ing action upon the proposal of amendment
and alteration of the Charter or Certificate of
Incorporation of the Company so as to pro
vide for the increase of the maximum capital
stock of this corporation from One Million
Dollars ($1,000,000) to One Million Five Hun
dred Thousand Dollars ($1,500,000). such in
crease of Fivo Hundred Thousand Dollar?
($500,000) of the capital stock to be common,
stock, and for the purpose of authorizing the
issuance and sale of such additional common
stock for money at sixty per cent. (60 per
cent) of the par value thereof; and for the
further purpose of the transaction of such
other business may properly come before
the mauling; and
WHEREAS, the following is a copy of the
Resolutions of said Board of Directors passed
at said meeting, with reference to said amend
ment and alteration of the Charter of the
corporation, and with reference to the said
call for a Special Meeting:
(Resolutions, Board of Directors, Jan. 13, *
1913)
On motion duly made and seconded, unani
mously
RESOLVED, that the capital stock of this
corporation is found to be insufficient for its
purpose; and it was
FURTHER RESOLVED, that it is advisable
that- the charter of this corporation be 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,
000) to be divided into shares of the par
value of One Hundred Dollars ($100) each,
five thousand (f>000) shares thereof of the ag
gregate par value of Five 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
($1.000,000) to be common stock; and it wa?
further
RESOLVED, that a meeting of the stock
holders of this corporation be and the same
is called to be held at the office of Messrs.
Lightfoot & 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
the 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 Btock, and for the purpose of
authorizing the issuance and sale of said
additional common stock for money at sixty
per cent. (60 per cent.) of the par value 4
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
of record of this company a3 prescribed by
the By-Laws as shewn by the Affidavit of E.
G. Woodling, a copy of which Notice and Af
fidavit is as follows:
(Copy ef Notice)
Clinchffeld 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 Building, Richmond,
Virginia, pursuant to and in accordance with
the follownig resolution :
RESOLVED, that a meeting of the stock
holders of this corporation be and the same
hereby is called to be held at the offices of
Messrs. Lightfoot & Tucker, Mutual Build
ing, 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 niter the char
ter of this corporation so as to provide for
an increase of the maximum capital stock of
this corporatoin from One Million Dollar*
($1,000,000) to One Million Five Hundred
Thousand Dollars ($1.500,000) such increase
of Five Hundred Thousand Dollars ($500.000)
of the capital stock to be- common stock,
and for the purpose of authorizing the is
suance and sale of said additional common
stock tor money at sixty per cent. (60 per
cent.) of the par value thereof, and for the
purpose of transacting such other business
as may properly come before the meeting.
Dated, January 13, 1913.
Wm. M. BENNETT,
Secretary.
(Affidavit of Service of Notice)
STATE OF NKW YORK,
County of New York, SS :
EDWIN G. WOODLING. being duly sworn,
deposes and says; that he is upwards of eigh
teen years of age and that on the fifteenth
day of January, nineteen hundred and thir
teen (1913), he served a -notice in writing
of which the aforesaid is a true copy, upon all
the stockholders of record of the CLINCH
FIELD PORTLAND CEMENT CORPORA
TION, by mailing to each of them a copy of
said notice at the poet office, 60 Wall Street
in the City of New York, enclosed in scaled
envelopes and directed to each stockholder
at his last known post office address, and
prepaying the proper postage on said enve
lopes so mailed.
(Signed) Edwin G. Woodling.
Sworn to before me. this 17th day of
January, 1913.
[Signed] E. L. Dunbar.
Notary Public, New York County, N. Y.
AND WHEREA8, 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
mon stockholders;
NOW THEREFORE, BE IT RESOLVED,
that the maximum capital stock of this com
pany is found insufficient for the purposes of
this coinpany ; and '
FURTHER RESOLVED, that the capital
stock of this company he iacr?sed from the
present maximum amount of One Million Dol
lars (11,000,000) par value, t? the ?axiai?a
amount of-On* MMHoaFiv? Hu?dr*l Tboue
aad Dollars ($1.500.609) par value, which ia
creased capital stack shall be common stack