West 54th Street, in the Borough of Manhattan, City, County and State of New York, on the 15th day of April, 1908, at 11:30 o'clock in the forenoon. Present: Messrs. James McKeon, Andrew J. Cook, being all the Directors named in the Certificate of Incorporation of the Hamilton Automobile Co. Upon motion, duly made, seconded and carried, Mr. Cook was nominated and elected Temporary Chairman. Mr. Cook accepted the position of Temporary Chairman, and acted as such until relieved by the President. Upon motion, duly made, seconded and carried, Mr. McKeon was nominated and elected Temporary Secretary. Mr. McKeon thereupon accepted the position of Temporary Secretary, and acted as such until relieved by the permanent Secretary. The Chairman then requested the Secretary to read the list of Directors for the first year, as set forth in the Certificate of Incorporation, and the following was the list: Joseph Hall, Andrew J. Cook. The Secretary then presented and read to the meeting, a waiver of notice of the meeting, subscribed by all the Directors mentioned in the Certificate of Incorporation. On motion, duly made, seconded and carried, it was, RESOLVED, that the same be ordered on file, and the Secretary be requested to cause the same to be spread at length upon the minutes. WAIVER OF NOTICE -of the First Meeting of Directors -of the HAMILTON AUTOMOBILE CO. WE, the undersigned, being all the Directors of The Hamilton Automobile Co., DO HEREBY WAIVE all notice whatsoever of the First Meeting of the Board of Directors of said Company, and do consent that the 16th day of April, 1908, at 11.30 o'clock in the forenoon, be, and hereby is fixed as the time, and the temporary office of the Company, at 1936 West 54th Street, in the Borough of Manhattan, City, County and State of New York, as the place for holding the same, and that all such business be transacted thereat as may lawfully come before said meeting. Dated the 12th day of April, 1908. JOSEPH HALL. JAMES MCKEON. ANDREW J. COOK. The Secretary then called the roll, and all the Directors of the Company were found to be present. The Chairman thereupon stated that a quorum was present, as required by the By-laws. On motion, duly made, seconded and carried, it was RESOLVED, that the Board proceed to the business of the meet ing. The Secretary then presented and read to the meeting the minutes of the first meeting of the Incorporators and Stockholders, heid on the 16th day of April, 1908, at 10 o'clock in the forenoon, at the temporary office of the Company, 1936 West 54th Street, New York City. Upon motion, duly made, seconded and carried, the same were in all respects ratified, approved and confirmed. The Secretary then presented and read to the meeting the By-laws adopted at the said meeting of the Incorporators and Stockholders. The same were taken up clause by clause, discussed, and upon motion, duly made, seconded and carried, the same were in all respects ratified, confirmed and approved as and for the By-laws of the Company. The Chairman then stated that, in accordance with the By-laws, a President, Vice-President, Secretary and Treasurer of the Company were to be elected, and that nominations were in order. Mr. Hall was nominated, his nomination was seconded and he was unanimously elected president. The temporary chairman then withdrew from the chair and Mr. Hall thereafter acted as the chairman of the meeting. The meeting thereupon proceeded to the election of a vice-president, a treasurer and a secretary. Nominations were duly made, seconded and ballots cast, the election resulting in the unanimous choice of the following officers: Vice-President.. Andrew J. Cook Treasurer. .Andrew J. Cook James McKeon Upon motion, duly made, seconded and carried, it was RESOLVED, that the first Tuesday of each month at 10 A. M. be fixed as the day upon which the regular monthly meetings of the Board of Directors of this Company will be held during the ensuing year. The following preamble and resolution for the purchase of property necessary for the business of this Company and for the issuance of the stock of this Company, fully paid, as a consideration therefor, were thereupon unanimously adopted: WHEREAS, a resolution was passed, at a meeting of the Incorporators and Stockholders of this Company, held on the 16th day of April, 1908, accepting a proposition for the sale to this Company of the patents, franchises, property, contracts, good will, and all other property of whatsoever kind or description, belonging or relating to a certain patented automobile horn and a certain wind-shield, owned by Joseph Hall, and at said meeting the Directors were authorized and instructed to accept the aforesaid proposition and offer to purchase and acquire the aforesaid property, and to pay for the same the fair value of the property so transferred, as fixed by the aforesaid proposition, and to offer in payment the full paid stock of this Company, provided in the judgment of the Board of Directors the said price is a fair valuation thereof; and, WHEREAS, in the judgment of the Board of Directors, after a careful examination and fair appraisement, this Board is unanimously convinced that the said property is necessary and advantageous for the business of this Company, and that the fair value thereof is the amount at par of stock proposed to be issued in payment thereof, NOW, THEREFORE, BE IT RESOLVED, that in accordance. with the provisions of the said resolution of the stockholders, and in accordance with the judgment of this Board of Directors this Company do accept the aforesaid proposition and offer and the President and Secretary of this Company are hereby authorized, empowered and instructed, upon delivery of said property, and the execution and delivery of the proper legal instruments necessary to convey and transfer said property, to issue and deliver, in accordance with this resolution, the full paid stock of this Company, to the full amount of the capital stock unsubscribed for and unissued, and to procure from the original incorporators and subscribers to the stock, a transfer of the shares held by them. On motion, duly made, seconded and carried, it was RESOLVED, that the certificates of the Capital Stock of the Company be in the following form: Number 2. Incorporated under the laws of the State of New York. HAMILTON AUTOMOBILE CO. Capital Stock, $100,000. is the owner of Shares THIS CERTIFIES THAT Shares of the Capital Stock of HAMILTON AUTOMOBILE CO., FULL PAID AND NONASSESSABLE, transferable only on the books of the Corporation by the holder hereof in person or by Attorney, upon surrender of this Certificate properly endorsed. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this A. D. 19-—. Secretary. day of President. Shares, $100 each. For Value Received, Endorsed: hereby sell, assign and transfer unto Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said Stock on the books of the within named Corporation, with full power of substitution in the premises. NOTICE.—The signature of this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement, or any change whatever. The Secretary then read a resolution of the Incorporators and Subscribers, adopted at the meeting held on the 16th day of April, 1908, wherein and whereby the permanent office of the corporation was fixed at No. 1936 West 54th Street, in the Borough of Manhattan, City, County and State of New York. The said resolution was by motion, duly made, seconded and carried, affirmed and adopted. On motion, duly made, seconded and carried, the meeting ADJOURNED. THIS IS TO CERTIFY, that I, Andrew J. Cook, and I, Joseph Hall, Temporary Chairman and President, respectively, at the above meeting, and I, James McKeon, the Temporary Secretary and Permanent Secretary thereat, have read the foregoing minutes of said meeting, and the same are in all respects a full, true and accurate record of the proceedings thereat. Dated the 16th day of April, 1908. ANDREW J. COOK, Temporary Chairman. President. JAMES MCKEON, Secretary. Notice hereby is given that the Annual Meeting of the Stockholders of the United States Steel Corporation will be held at the principal office of the Corporation The stock transfer books will be closed at the close of business on Monday, the 18th day of March, 1912, and will be re-opened at 10 o'clock in the morning of Hoboken, New Jersey, February 27, 1912. As the stock of the Corporation should be represented as fully as possible at the annual meeting, Stockholders who do not expect to attend in person, and who wish to vote as therein indicated, may sign the attached proxy and return the same in the accompanying envelope addressed to United States Steel Corporation, Transfer Office, 71 Broadway, New York. In view of the very considerable amount of detail necessary to prepare for this meeting, it is desired that a proxy shall be returned at as early a date as possible by every Stockholder. A copy of the Annual Report will be mailed to each Stockholder of record under a separate cover and will be submitted at the meeting. RICHARD TRIMBLE, Secretary. 1 In the original, this form and the one below are printed on one sheet separated by a perforation. UNITED STATES STEEL CORPORATION. know all Men by these Presents, That the undersigned Stockholder in UNITED STATES STEEL CORPORATION, do hereby constitute and appoint J. PIERPONT MORGAN, HENRY C. FRICK, ELBERT H. GARY, NORMAN B. REAM and ROBERT WINSOR, and each, or any of them, true and lawful attorney or attorneys, agent or agents and proxy or proxies of the undersigned, with power of substitution, for and in the name, place and stead of the undersigned, to vote upon all Common Stock and all Preferred Stock, or either, held or owned by the undersigned, at the Annual Meeting of the Stockholders of the United States Steel Corporation, to be held at the office of said Corporation at Hoboken, New Jersey, on Monday, the fifteenth day of April, 1912, and at any and all adjournments thereof for the transaction of any and all business that may come before the meeting, including considering and voting upon the approval and ratification of all purchases, contracts, acts, proceedings, elections and appointments by the Board of Directors or by the Finance Committee since the Annual Meeting of the Corporation on April 17th, 1911, and all matters referred to in the notice of this meeting and in the Annual Report to Stockholders for the fiscal year ending December 31, 1911, and in the minutes of the meetings of the Board of Directors and of the Finance Committee, the election of eight Directors to hold office for three years, the election of independent auditors and upon any and all matters that may come before the meeting, according to the number of votes the undersigned would be entitled to vote if then personally present; hereby revoking any proxy or proxies heretofore given to vote upon such stock, and ratifying and confirming all that said attorneys, agents and proxies may do by virtue hereof. A majority of all or of any of said attorneys, agents and proxies who shall be present and shall act at the meeting (or if only one shall be present and act, then that one) shall have, and may exercise all of the powers of all said attorneys, agents and proxies hereunder; and they are instructed to vote in favor of the approval and ratification of each and every of said purchases, contracts, acts, proceedings, elections and appointments. WITNESS hand and seal this day of Witness: Address.. [SEAL] |