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EXHIBIT 99.1
ARTICLES OF AGREEMENT
OF
LIBERTY BANK
Know all men by these presents:
The undersigned, desirous of forming a corporation under the laws of
the State of Missouri, and more particularly under the provisions of Chapter
362, Revised Statutes of the State of Missouri, 1994, as amended, for the
purpose of establishing and organizing a banking corporation, have entered into
the following articles of agreement:
ARTICLE I
Name of Bank
The name of this banking corporation shall be LIBERTY BANK.
ARTICLE II
Location of Bank
The main banking office of Liberty Bank shall be located at the
Southeast corner of Primrose Street and Fremont Avenue in the City of
Springfield, Xxxxxx County, Missouri. The banking business of Liberty Bank shall
be conducted from its main banking office.
ARTICLE III
Capital Stock
The authorized amount cash capital of this banking corporation shall be
Three Million Four Hundred Thousand Dollars ($3,400,000) of which the capital
stock of the banking corporation shall be One Million Seven Hundred Thousand
Dollars which shall be divided into thirty-four thousand (34,000) shares of the
par value of fifty dollars ($50.00) each; that the same has been bona fide
subscribed and is actually paid in lawful money of the United States of America
and is in the custody of the persons hereinafter named as the first board of
directors; that the Surplus will be One Million Dollars ($1,700,000), and the
undivided profits will be zero ($0).
If the capital stock is increased by the sale of additional shares
thereof, each shareholder shall be entitled to subscribe for such additional
shares in proportion to the number of shares of said capital stock owned by him
at the time the increase is authorized by the shareholder. The Board of
Directors shall have the power to prescribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of capital stock must
be exercised.
ARTICLE IV
Name and Addresses of Shareholders
The names and places of residence of the shareholder and the number of
shares subscribed by each is as follows:
2
Name Residence Number of Shares
Xxxx X. Xxxxxxx, as agent for Primrose & Fremont 34,000
Liberty Bancshares, Inc. Springfield, Missouri
ARTICLE V
Directors
The Board of Directors of Liberty Bank shall consist of ten members,
and the following are the names of those agreed upon as the first Board of
Directors to hold their office as director until their successors, as such, are
elected and qualified:
Name Address
---- -------
Xxxxxxx X. Xxxx 0000 Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxx X. Xxxxxxxx Xxxxx 0 Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxxx 0000 Xxxxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxx 0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxx X. Xxxxxxx 0000 Xxxx Xxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxx X. Xxxxxxx, Xx. 0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxxxx 0000 Xxxxx Xxxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxx 0000 Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxx Xxxxx 0 Xxx 000-0
Xxxx, Xxxxxxxx 00000
C. Xxx Xxxxxx, Xx. 0000 Xxxx Xxxxx Xxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
The Board of Directors shall appoint one of its members President of
this banking corporation and the President shall serve as Chairman of the Board
unless the Board of Directors selects another member to serve as Chairman of the
Board. The Board shall have the power to appoint one or more Vice Presidents and
to appoint a Cashier and such other officers and employees as may be required to
transact the banking business of the banking corporation.
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The Board of Directors shall have the power to define the duties of the
officers and employees of this banking corporation; to fix the salaries to be
paid to the officers and employees; to dismiss officers and employees; to
require bonds of the officers and employees and to fix the penal amount of such
bonds; to manage and administer the business and affairs of the banking
corporation; to make all bylaws that it may be lawful for the Board of Directors
to make; and to do and perform all acts that it may be lawful for a Board of
Directors to do and perform.
ARTICLE VI
Duration
The duration of this banking corporation shall be perpetual and its
existence shall continue until terminated in accordance with the laws of the
State of Missouri.
ARTICLE VII
Purposes
The purposes for which this banking corporation is formed is to have
and exercise all rights and powers of a bank, except fiduciary powers requiring
a separate Certificate of Authority from the Commissioner of Finance pursuant to
Section 362.115, under Chapter 362, RSMo.
IN TESTIMONY WHEREOF, I have hereunto, this 26th day of May, 1995, set
my hand and affixed my seal.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxx
----------------------------
Xxxxxxx X. Xxxx
/s/ C. Xxx Xxxxxx
----------------------------
C. Xxx Xxxxxx
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
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ACKNOWLEDGMENT OF XXXX X. XXXXXXX
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXX )
On this 26th day of May, 1995, before me personally appeared Xxxx X.
Xxxxxxx as an incorporator of Liberty Bank, to me known to be the person
described in and who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year above mentioned.
/s/ Xxxx X. Xxxxxxx
--------------------------
My commission expires: 8/17/97 Notary Public
ACKNOWLEDGMENT OF XXXXXXX X. XXXX
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXX )
On this 26th day of May, 1995, before me personally appeared Xxxxxxx X.
Xxxx as an incorporator of Liberty Bank, to me known to be the person described
in and who executed the foregoing instrument, and acknowledged that he executed
the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year above mentioned.
/s/ Xxxxxx X. Xxxxxx
--------------------------
My commission expires: 11/23/96 Notary Public
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ACKNOWLEDGMENT OF C. XXX XXXXXX
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXX )
On this 26th day of May, 1995, before me personally appeared C. Xxx
Xxxxxx as an incorporator of Liberty Bank, to me known to be the person
described in and who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year above mentioned.
/s/ Xxxxxx X. Xxxxxx
--------------------------
My commission expires: 11/23/96 Notary Public
ACKNOWLEDGMENT OF XXXX XXXX
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXX )
On this 26th day of May, 1995, before me personally appeared Xxxx Xxxx
as an incorporator of Liberty Bank, to me known to be the person described in
and who executed the foregoing instrument, and acknowledged that he executed the
same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year above mentioned.
/s/ Xxxx X. Xxxxxxx
--------------------------
My commission expires: 8/17/97 Notary Public
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ACKNOWLEDGMENT OF XXXXXXX X. XXXXXXXX
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXX )
On this 26th day of May, 1995, before me personally appeared Xxxxxxx X.
Xxxxxxxx as an incorporator of Liberty Bank, to me known to be the person
described in and who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal the day and year above mentioned.
/s/ Xxxxxx X. Xxxxxx
--------------------------
My commission expires: 11/23/96 Notary Public
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EMPLOYMENT CONTRACT
This agreement will serve as an employment agreement between Sac River Valley
Bank and Xxxxx Xxxxxxxx. Terms and compensation under this contract will begin
July 1, 1998 and will remain in effect for a period of nine (9) years from this
date. The present employment contract between Xxxxx Xxxxxxxx and Sac River
Valley Bank will be cancelled as of the above stated date.
DUTIES
GLR will work in Springfield 3 days per week and in Stockton 2 days per week.
In Springfield GLR will:
Run the Springfield office of SRVB
Hire and train all personnel there
Initiate Springfield loans
Collect and supervise Springfield
In Stockton GLR will:
Continue to handle his Stockton loan portfolio.
Support the Stockton management, to include, but not be limited
to:
Advice on investments
Participate in the training of management personnel
Generally help in the supervision of the operation of the
bank
COMPENSATION
The compensation under this contract will be $144,000 for the first year, paid
in monthly installments with an annual raise of 5%. There will be no bonuses
paid to GLR under this contract. If the after-tax net profit of SRVB drops
below $1,000,000 in any year the following year's salary of GLR will be reduced
by 10% of the total salary for each $100,000 the profit is below $1,000,000 for
the year. The minimum salary to be paid to GLR under this formula is $50,000
annually. At the point that the contract payments fall to $50,000 or below, SRVB
may terminate this contract at is sole discretion.
BENEFITS
Fringe benefits such as health insurance, dental insurance, disability
insurance, vacation, life insurance and retirement plans will be the same as
other officers of the bank. Bank will provide a bank vehicle for GLR (similar to
an 88 Oldsmobile Royale). This vehicle will be updated to a current year model
every three years as is the current procedure.
OTHER TERMS
Should SRVB sell, the contract will be binding in the purchaser. GLR will honor
the terms of the contract with any purchaser. During the term of the contract
GLR will not compete in the banking field with SRVB without the written consent
of SRVB.
SAC RIVER VALLEY BANK /s/ Xxxxx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxxx
/s/
------------------------------
Date: Date:
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ADDENDUM TO CONTRACT
If during the term of this contract, Xxxxx X. Xxxxxxxx should become
incapacitated for a period exceeding six months, this contract shall be void.
Incapacitation shall include any act, intentional or unintentional, which shall
render Xxxxx X. Xxxxxxxx unable to physically or emotionally complete the terms
of this contract. Should a dispute arise in the definition of incapacitation,
the opinion of the local court with legal jurisdiction shall prevail.
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ARTICLES OF AGREEMENT
SAC RIVER VALLEY BANK
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, desirous of forming a corporation under the
laws of the State of Missouri, and more particularly under the provisions of
Article 2 Chapter 12 Revised Statutes of Missouri of 1909 and amendments
thereto, for the purpose of establishing a Bank of Deposit and Discount, have
entered into the following agreement:
First: The name of this corporation shall be SAC RIVER VALLEY BANK.
Second: That the Bank shall be located in the City of Stockton, Cedar County,
Missouri.
Third: That the amount of the Capital Stock of the Bank shall be $25,000.00
divided into 250 shares of the par value of one hundred dollars each; that the
same has been Bona Fide subscribed and one-half actually paid up in lawful money
of the United States and is now in the custody of the persons hereinafter named
as the first Board of Directors.
Fourth: That the names and places of residence of the several shareholders and
the number of shares subscribed by each are as follows:
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Name Residence Number of shares
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X.X. Xxxxxxx Stockton, Missouri Four shares
X.X. Xxxxxx Stockton, Missouri Four shares
S.D. Xxxxxxxxx Stockton, Missouri Four shares
X.X. Xxxxxxx Stockton, Missouri Four shares
X.X. Xxxxx Stockton, Missouri Four shares
Xxx Xxxxxxx Stockton, Missouri Four shares
Wm. Xxxxxx Stockton, Missouri Four shares
W.E. Xxxxx Xxxxxxxx, Missouri Four shares
X.X. Xxxxxxxx Stockton, Missouri Four shares
X.X. Xxxxxxx Stockton, Missouri Four shares
X.X. Xxxxxx Stockton, Missouri Four shares
X.X. Xxxxx Stockton, Missouri Four shares
X.X. Xxxxx Stockton, Missouri Four shares
Xxxxxxx Xxxxxxx Stockton, Missouri Four shares
G.M. Edge Stockton, Missouri Four shares
Xxx Xxxxxxx Stockton, Missouri Four shares
X.X. Xxxxxx Stockton, Missouri Four shares
J.R. Xxxxxx Xxxxxxxx, Missouri Four shares
Xxxx. Masters Stockton, Missouri Four shares
C.A. Xxxxxxxxx Stockton, Missouri Four shares
H.O. Xxxxxxx Xxxxxxxx, Missouri Four shares
X.X. Xxxxx Stockton, Missouri Four shares
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I.P. Xxxxx Xxxxxxxx, Missouri Four shares
A.M. Xxxxx Stockton, Missouri Four shares
X.X. Xxxxxxx Stockton, Missouri Four shares
R.H. Edge Fair Play, Missouri Four shares
C.M. Edge Fair Play, Missouri Four shares
L.L. Edge Stockton, Missouri Four shares
Xxxx Xxxxxx Stockton, Missouri Four shares
X.X. Xxxxx Xxxxxxxx, Missouri Two shares
X.X. Xxxxxxx Stockton, Missouri Two shares
C.B. Xxxxxx Xxxxxxxx, Missouri Two shares
Xxxxxx Xxxxx Stockton, Missouri Two shares
Xxxxx Xxxxx Stockton, Missouri Two shares
X.X. Xxxxxx Stockton, Missouri Four shares
X.X. Xxxxx Xxxxxxxx, Missouri Two shares
X.X. Xxxxxxx Stockton, Missouri Two shares
X.X. Xxxxxxx Stockton, Missouri Two shares
X.X. Xxxxx Stockton, Missouri Two shares
C.F.P. Xxxxx Dunnegan, Missouri One share
X.X. Xxxxx Stockton, Missouri One share
X.X. Xxxxxx Stockton, Missouri One share
X.X. Xxxxxx Stockton, Missouri One share
Xxxx Xxxxx Stockton, Missouri Four shares
Xxxxx Xxxxx Stockton, Missouri Two shares
X.X. Xxxxxx Stockton, Missouri Four shares
X.X. Xxxxxxx Xxxxxxxxx Xxxxx, Missouri Four shares
X.X. Xxxxxxxx Xxxxxxxxx Xxxxx, Missouri One share
U.A. Xxxx Cane Hill, Missouri Four shares
X.X. Xxxxxxxx Cane Hill, Missouri Four shares
X.X. Xxxx Cane Hill, Missouri Four shares
X.X. Xxxxx Xxxxxxx, Missouri Four shares
X.X. Xxxxxxx Xxxxxxx, Missouri Two shares
Wm. Xxxxxxx Xxxxxx Springs, Missouri Four shares
X.X. Xxxxxxx Jerico Springs, Missouri Four shares
X.X. Xxxxxxxx Jerico Springs, Missouri Four shares
X.X. Xxxxxxxxxx Jerico Springs, Missouri Three shares
U.S. Xxxxxx Xxxxxx Springs, Missouri Two shares
X.X. Xxxxxxx Stockton, Missouri Four shares
X.X. Xxxxxxx Carthage, Missouri Two shares
X.X. Xxxxx Bear Creek, Missouri Two shares
Wm. X. Xxxxxxx Bear Creek, Missouri Four shares
Xxx. X. Xxxxxxx Bear Creek, Missouri Four shares
X.X. Xxxxxxxx Xxxxxxxx, Missouri Two shares
Wm. Xxx Xxxx Xxxx, Missouri Two shares
Xx Xxxxxxx El Dorado Sp'gs, Missouri Four shares
Jnno. X. Xxxxxxxx Stockton, Missouri Two shares
A.W.B. Kirkpartrick Dunnegan, Missouri Two shares
X.X. Xxxxx Stockton, Missouri Two shares
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Xxxx X. Xxxxx Stockton, Missouri Four shares
X.X. Xxxxxxx Xxxxxxxx, Missouri One share
C.A. Xxxxxx Stockton, Missouri Four shares
W.T. Council Stockton, Missouri Four shares
Xxxxxx Crisp Crisp, Missouri Four shares
X.X. Xxxxx Stockton, Missouri Four shares
X.X. Xxx Stockton, Missouri Four shares
Xxxxx X. Xxxxx Dunnegan, Missouri One share
Xxxxxx X. Xxx Crisp, Missouri Two shares
Fifth: That the Board of Directors shall consist of Nine shareholders, and the
following are the names of those agreed upon for the first year,
X.X. Xxxxxx, X.X. Xxxxx, X.X. Xxxxx, W.E. Xxxxx, X.X. Xxxxxxx, S.D. Xxxxxxxx,
X.X. Xxxxxxx, A.M. Xxxxx and X.X. Xxxxxxx.
Sixth: The corporation shall continue for Fifty years.
IN TESTIMONY WHEREOF, we have hereunto set our hands and seals on this 24th
day of July, A.D. 1912.
X.X. Xxxxxxx (seal) X.X. Xxxxxx (seal) S.D. Xxxxxxxx (seal) X.X. Xxxxxxx (seal)
X.X. Xxxxx (seal) Xxx Xxxxxxx (seal) Wm. Xxxxxx (seal) W.E. Xxxxx (seal)
X.X. Xxxxxxxx (seal) X.X. Xxxxxxx (seal) X.X. Xxxxxx (seal) X.X. Xxxxx (seal)
X.X. Xxxxx (seal) Xxxxxxx Xxxxxxx (seal) G.M. Edge (seal) Xxx Xxxxxxx (seal)
X.X. Xxxxxx (seal) J.R. Xxxxxx (seal) Xxxx. Masters (seal) C.A. Xxxxxxxxx (seal)
H.O. Xxxxxxx (seal) X.X. Xxxxx (seal) I.P. Xxxxx (seal) A.M. Xxxxx (seal)
X.X. Xxxxxxx (seal) R.H. Edge (seal) C.M. Edge (seal) L.L. Edge (seal)
Xxxx Xxxxxx (seal) X.X. Xxxxx (seal) X.X. Xxxxxxx (seal) X.X. Xxxxxx (seal)
Xxxxxx Xxxxx (seal) Xxxxx Xxxxx (seal) X.X. Xxxxxx (seal) X.X. Xxxxx (seal)
X.X. Xxxxxxx (seal) X.X. Xxxxxxx (seal) X.X. Xxxxx (seal) C.F.P. Xxxxx (seal)
X.X. Xxxxx (seal) X.X. Xxxxxx (seal) X.X. Xxxxxx (seal) Xxxx Xxxxx (seal)
Xxxxx Xxxxx (seal) X.X. Xxxxxx (seal) X.X. Xxxxxxx (seal) U.A. Xxxx (seal)
X.X. Xxxxxxxx (seal) X.X. Xxxxxxxx (seal) X.X. Xxxx (seal) X.X. Xxxxx (seal)
X.X. Xxxxxxx (seal) X.X. Xxxxxxx (seal) X.X. Xxxxxxxx (seal) Wm. Xxxxxxx (seal)
X.X. Xxxxxxxxxx (seal) U.S. Xxxxxx (seal) X.X. Xxxxxxx (seal) X.X. Xxxxx (seal)
X.X. Xxxxxxx (seal) Wm.X. Xxxxxxx (seal) Xxx.X. Xxxxxxx (seal) Wm. Xxx (seal)
X.X. Xxxxxxxx (seal) Jno.X. Xxxxxxxx (seal) A.W.B.Xxxxxxxxxxx (seal) X.X. Xxxxx (seal)
Xx Xxxxxxx (seal) Xxxx X. Xxxxx (seal) X.X. Xxxxxxx (seal) C.A. Xxxxxx (seal)
W.T. Council (seal) _____________ (seal) Xxxxx Xxxxx (seal) X.X. Xxxxx (seal)
X.X. Xxx (seal) Xxxxx X. Xxxxx (seal) Xxxxxx X. Xxx (seal) (seal)
State of Missouri )
) SS
County of Cedar )
On this 24th day of July, A.D. 1912 before me personally appeared X.X.
Xxxxxxx, X.X. Xxxxxx, S.D. Xxxxxxxxx, X.X. Xxxxxxx, X.X. Xxxxx, Sol Xxxxxxx, Xx.
Xxxxxx, W.E. Xxxxx, X.X. Xxxxxxxx, X.X. Xxxxxxx, X.X. Xxxxxx, X.X. Xxxxx, X.X.
Xxxxx, Xxxxxxx Xxxxxxx, G.M. Edge, Len
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Xxxxxxx, X.X. Church, J.R. Xxxxxx, Xxxx. Masters, H.O. Xxxxxxx, X.X. Xxxxx, I.P.
Xxxxx, A.M. Xxxxx, X.X. Xxxxxxx, X.X. Edge, C.M. Edge, L.L. Edge, Xxxx Xxxxxx,
X.X. Xxxxx, X.X. Xxxxxxx, X.X. Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxx, X.X. Xxxxxx,
X.X. Xxxxx, X.X. Xxxxxx, Xxxx Xxxxx, X.X. Xxxxxxx, X.X. Xxxxxxx, X.X. Xxxxx,
C.F.P. Xxxxx, X.X. Xxxxx, X.X. Xxxxxx, Xxxxx Xxxxx, X.X. Xxxxxx, X.X. Xxxxxxx,
X.X. Xxxxxxxx, U.A. Xxxx, X.X. Xxxxxxxxx, X.X. Xxxx, X.X. Xxxxx, X.X. Xxxxxxx,
Wm. Xxxxxxx, X.X. Xxxxxxx, X.X. Xxxxxxxx, X.X. Xxxxxxxxxxx, U.S. Xxxxxx, X.X.
Younger, X.X. Xxxxxxx, X.X. Xxxxx, Wm. G. Xxxxxxx, Xxx. X. Xxxxxxx, X.X.
Xxxxxxxx, Wm. Xxx, Xx Xxxxxxx, Xxx. X. Xxxxxxxx, A.W.B. Xxxxxxxxxxx, X.X. Young,
Xxxx X. Xxxxx, X.X. Xxxxxxx, C.A. Xxxxxx, X.X. Council, Xxxxxx Crisp, X.X.
Xxxxx, X.X. Xxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxx,
to me known to be the persons described in and who executed the foregoing
instrument and acknowledged that they executed the same as their free act and
deed.
Given under my hand and official seal at my office in the City of
Stockton, Missouri, the day and year above written.
(seal) Xxxx. X. Xxxxxxxxx, Notary Public for Cedar county, Missouri.
My term as a Notary expires Nov. 19th 1914.
State of Missouri )
) SS
County of Cedar )
On this 25th day of July, A.D. 1912 before me personally appeared C.A.
Xxxxxxxxx, to me known to be the person described in and who executed the
foregoing instrument and acknowledged that he executed the same as his free act
and deed. Given under my hand and official seal at my office in the City of
Stockton,
Missouri, the day and year above written.
(seal) Xxxxx X. Xxxxxxx, Notary Public.
My term as a Notary will expire Mch. 24th 1916.
Filed for record on the 6th day of August 1912 at 5 o'clock 15 minutes P.M.
O.B. Xxxxxxxx, Recorder
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STATE OF MISSOURI )
) SS.
County of Cedar )
I, X.X. Xxxxxxxx, Clerk of the Circuit Court and Ex-officio Recorder in
and for said County, hereby certify that the foregoing is a true copy of the
original Articles of Agreement for Incorporation therein referred to as the same
appears in Miscellaneous Record Book "A," Page 374 in my office.
Witness my hand and the seal of said Court.
Done at office in Stockton, MO this 8th day
of August, 1912.
X.X. Xxxxxxxx
---------------------------------------------
Clerk of the Circuit Court and Ex-officio Recorder.
For Deputy
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