2. The object for which it is formed is to manufacture and deal in automobiles and automobile parts and automobile accessories; and to do a general manufacturing busi

ness.

3. The duration of the corporation is perpetual.

4. The location of the principal office is Number 100 Main Street, Chicago, County of Cook, State of Illinois. 5. The total authorized capital stock is: Preferred, $100,000; Common, $100,000, and 1,000 shares of Common without par value.

6. The amount of each share having a par value is $100.

7. The number of shares having a par value is 2,000. 8. The number of shares of no par value is 1,000.

9. The holders of the preferred stock shall be entitled to dividends thereon at the rate of eight dollars per share, or eight per cent of the amount or par value for each and every fiscal year of the life of the corporation, payable out of any and all surplus or net profits quarterly, half yearly or yearly, as and when declared by the Board of Directors, before any dividends shall be declared, set apart for or paid upon the common stock of the corporation. Said dividends upon the preferred stock shall be cumulative, so that if the corporation shall fail in any fiscal year to pay said dividends upon all of the issued and outstanding preferred stock, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid or set apart on the common stock. If, after providing for the payment of full dividends for any year on the preferred stock and for any balance that may remain duė on the cumulative dividends on such preferred stock for preceding years, there shall remain any surplus net profits, any and all surplus net profits not in the opinion of the Board of Directors required to provide for the mainte

nance, improvements, enlargements, and operation of the property and the business of the corporation, or for the payment of its liabilities, the same shall be applicable to dividends on the common stock for such year, to the extent of but not exceeding eight dollars per share of said common stock when and as from time to time the same shall be declared by the Board of Directors, which dividends upon the common stock shall not be cumulative, but shall only be paid if earned. The remainder of any surplus net profits shall then be applicable for the payment of further dividends equally per share upon both prefererd and common stock. Said preferred dividends shall accrue from and after February 1st, 1921. Each share of common stock shall be entitled to one vote but the preferred shares shall not be accorded the voting privilege. In the event of liquidation the proceeds of the liquidation shall be first applied to the payment of holders of preferred shares of the sum of one hundred dollars per share and any accrued and unpaid dividends thereon, and the balance remaining thereafter will be divided among the holders of the common stock in proportion to their holdings. Said corporation may, and hereby reserves the right to purchase, redeem, retire and cancel, any and all of the then outstanding preferred stock of the corporation at any time after three years from date of this incorporation in such amounts, from time to time as the Board of Directors may from time to time determine, by paying the respective holders of the stock so retired, a premium of twenty-five per cent over the par value thereof, that is to say, one hundred and twenty-five dollars per share, and by giving thirty days' notice thereof to the holders of such preferred stock to their addresses as shown on the books of the company. In event dividends, as above provided, shall at any time hereafter remain unpaid for a period of two

years the holders of the stock above limited in the power to vote shall have the power to participate and vote until such time as all the accrued dividends have been paid in full, each share representing one vote.

IO.

The names and addresses of the subscribers to the capital stock, and the amount subscribed and paid in by each, are as follows:

(Here follow names, addresses, number of shares, amount of subscription and amount paid in on subscriptions.)

II. Amount of capital stock which it is proposed to issue at once: (a) On shares having no par value, 1,000 shares. (b) On shares having a par value of $100, Preferred $100,000, Common $100,000.

12. Amount of capital stock actually paid in: (a) On shares having no par value, Common $5,000. (b) On shares having a par value of $100, Preferred $50,000, Common $50,000.

13. Amount of capital stock paid in cash is $155,000. 14. Capital stock paid in property, appraised as follows: None.

15. The location and a general description of such property is as follows: None.

16. The management of the corporation shall be vested in five directors.

17. The names and addresses of the first board of directors and the respective term for which elected are as follows:

(Here follow names, addresses and terms of directors.)

18. Subject to the conditions and limitations prescribed by "The General Corporation Act" of Illinois, this corporation shall have the following powers, rights and privileges:

To have succession by its corporate name for the period

limited in its certificate of incorporation, or any amendment thereof;

To sue or be sued in its corporate name;

To have and use a common seal and alter the same at pleasure;

To have a capital stock of such an amount, and divided into shares with a par value, or without a par value, and to divide such capital stock into such classes, with such preferences, rights, values and interests as may be provided in the article of incorporation, or any amendment thereof;

To acquire, and to own, possess and enjoy so much real and personal property as may be necessary for the transaction of the business of such corporation, and to lease, mortgage, pledge, sell, convey or transfer the same;

To own, purchase or otherwise acquire, whether in exchange for the issuance of its own stock, bonds, or other obligations or otherwise, and to hold, vote, pledge, or dispose of the stocks, bonds and other evidences of indebtedness of any corporation, domestic or foreign;

To borrow money at such rate of interest as the corporation may determine without regard to or restrictions under any usury law of this State and to mortgage or pledge its property, both real and personal, to secure the payment thereof;

To elect officers, appoint agents, define their duties and fix their compensation;

To lease, exchange or sell all of the corporate assets with the consent of two-thirds of all of the outstanding capital stock of the corporation at any annual meeting or at any special meeting called for that purpose.

To make by-laws not inconsistent with the laws of this State for the administration of the business and interests of such corporation;

To conduct business in this State, other states, the District of Columbia, the territories, possessions, and de

pendencies of the United States and in foreign countries and to have one or more officers out of this State, and to hold, purchase, mortgage, and convey real and personal property outside of this State necessary and requisite to carry out the object of the corporation;

In time of war to transact any lawful business in aid of the United States in the prosecution of war, to make donations to associations and organizations aiding in war activities and to loan money to the State or Federal government for war purposes;

To cease doing business and to surrender its charter; To have and to exercise all the powers necessary and convenient to carry into effect the purpose for which such corporation is formed.

19. An estimate of the per cent of tangible property of the corporation to be used in Illinois for the following year is 100 per cent.

20. An estimate of the per cent of the business of the corporation which will be transacted at or from place of business in Illinois for the following year is 100 per cent.

21. Here give the location of the principal places of business of the corporation for the following year and an estimate of the amount of business which will be transacted through each.

I, John Smith, a Notary Public in and for the County and State aforesaid, do hereby certify that on the 25th