Laserfiche WebLink
/4 .Z <br />C E R T I F I C A T E <br />STATE OF NEBRASKA <br />SS: <br />COUNTY OF HALL <br />The undersigned Fred 14. Rauch and Rose t ".. Smith, being the <br />identical persons who were the President a:d °ecretary of S. <. <br />Wolbach Sons, Inc., on the nth day of February, 1959, do hereby <br />certify &s follows: <br />That at a special meeting of the Board o-f- Directors or S. 1�1. <br />Wolbach Sons, Inc., duly held on the 5th day of February, 1959, <br />the following actions and proceedings were haiand taken. <br />It was duly moved, seconded and unanimously carried, <br />'That the plan' of merger' and agreement between F: f 9. <br />Ramh Company, and S. N. Wolbach ''ons, Inc,, "attached <br />to these minutes and grade a part hereof by this <br />reference be adopted as the act and deed of 'the <br />corporation and that the officers of the corporation'} <br />be directed to make all acts necessary and sign all <br />documents necessary to carry out,the proposed plan <br />of merger and agreement." <br />That the plan of merger as'attached to the minutes of such <br />meeting is in words and figures as follows: <br />1. ',Wolbach is a wholly owned subsidiary of Rdch. <br />It is-in the best interests of both the parent corporation <br />Rauch and the subsidiary corporation Wolbach that tie two <br />corporations be merged into a single corporate structure. <br />2. Wolbach shall, and is, therefore, merged into <br />Rauch, with the parent�Rauch being the continuing-corporation. <br />3. The merger shall -be accomplished pursuant to <br />Nebraska R.R.S. 1943, 21- 1,107. Under and by virtue of <br />this statutory procedure, the property, rights, privileges, <br />and franchises, of Wolbach vest in Rauch by operation of law, <br />and Rauch thereby assumes all of the liabilities and obliga- <br />tions of Wolbach and is liable in the same manner as if it <br />had incurred such liabilities and obligations. By this <br />agreement, both corporations do hereby recognize, accept, <br />and adopt the plan of verger of ,�P 21 -1,107 and all of the <br />legal relationships resulting therefrom. <br />4. Rauch shall surrender'all certificates of the issued <br />and outstanding stock of Wolbach for cancellation. <br />5. Rauch shall relinquish its corporate name and shall. <br />assume in place - thereof the name S. N. Wolbach Sons, Inc., <br />and the certificates of capital stock of F. M. Rauch Company <br />shall be re- issued so as to reflect the corporate name of <br />S. N. Wolbach Sons, Inc. <br />