Evening journal., 1922-05-01
rrn,1rEn STATES HOFFMAN MA

UNITED STATES HOFFMAN MA
! CHINERY CORPORATION.
| TO JUDGES CERTIFICATE.
| Secretary Of UNITED STATES H0FF-
MAN MACHINERY CORPORATION:
WE the undersigned, Albert K New
man and Sidney S. Lesser, DO HERE
BY CERTIFY, that at a special meet
ing OF the stockholders of said United
states Hoffman Machinery Corporation,
! held on the 18th day of April, 1922, at
1000 O'Clock in the forenoon Of said
day, 10 consider the resolutions duly
adopted by the board OF directors OF
said corporation, at a meeting Of said
board duly held and convened, pro
posing and declaring advisable the
amendments OF the certificate Of in
corpora tion Of said corporation. for the
purpose Of decreasing the authorized
capital stock OF the corporation to $780,
600 shares. all Of which shall consist
OF common stock. without any nominal
or par value, as hereinafter set forth.
we were appointed by said meeting OF
stockholders, judges. for the purpose Of
conducting a vote OF the stockholders
taken at said meeting for and against
said amendment; that said proposed
amendment was as follows:
That the certificate of Incorporation
shall be amended by reducing and de-
creaslng the authorized capital stock
to $50 900 shares all Of which shall con-
sist OF common stock without any nom
inal or par value and such reduction
and decrease shall be accomplished by
purchasing for retirement. at not above
par. to wit: At the price OF $40 per
share. on or before April rs, 1922.
Cumulative Preferred Stock and all
accrued and accumulated dividends
thereon, such purchase to be made and
payment to be made for and in cash as
and when said preferred stock shall be
presented by the holders thereof, for
purchase and retirement
That the number of shares Of stock
OF said corporation Issued and out
standing. entitled to vote. is 112,50O.
125OO shares thereof, being preferred
stock and 100. 900 shares common stock.
That at said stockholders meeting a
vote Of stockholders by ballot. in per-
son or by proxy, was duly taken for
and against the said proposed amend
ment; that said vote was conducted
by the subscribers as judges, appointed
as aforesaid for that purpose; that as
said judges, we decided upon the
qualification Of the voters at said meet
ing. and accepted their votes for and
against the said proposed amendment
did count and ascertain the number OF
shares voted respectively for and
against the said proposed amendment,
and did find and declare that the per-
than two-thirds OF the issued and out
standing capital stock of said corpora
tion, and more than two-thirds OF the
Issued and outstanding capital stock Of
said corporation of each class. pre-
ferred and common. voted. for said
to wit: 112.5O0 shares OF
the capital stock OF the corporation
(which included 1880 shares OF pre-
ferred stock and 100 900 shares Of com
mon stock) were voted for said pro-
posed amendment (the said $500
shares OF preferred stock being more
than two-thirds OF the issued ard out
standing preferred stock of the cor
poration, to-wit: All Of the preferred
stock. and said 100. 900 shares Of com
mon stock. being more than two-thirds
1f the issued and outstanding common
stock of the corporation, to-wit: All
Of the common stock) and no shares
)f either class we're voted against said
IN WITNESS WHEREOF, we have
made out the foregoing certificate in
duplicate and subscribed our names
hereto. this 18th day Of April, 1922.
ALBERT K. NEWMAN,
SIDNEY S. LESSER,
TudoAa