St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-03
ARTICLES OF INCORPORATION.
ARTICLES OF ASSOCIATION
OF TIE
Him sofa ThreSher Manufacturing Company

We, the undersigned. Ezra Farnsworth. John s.
Eoss, Francis A Osborn. Samuel r. Pgyson, ali Of
Boston. Nassaehusetts; John B. Bacon. OF Chelsea,
Vermont; Gustayus r. Davis. OF Hartford. Connecti-
cut; William II. Rhawn. OF Philadelphia Pennsylva-
MIA; Alpheus Stickney. Of 81. Paul, Minnesota,
and Roscoe F. Hersey OF saltwater Minnesota do
by these presen 5, pursuant TO and in conformity
with act Of the Legislature OF the state OF Min
nesota entitled an relating 70 manu- turing
corporations" approved March 9Th 1873 and the
several acts Of said legislature amendatOry thereof
associate ourselves together and hereby form body
polite and corporate. and we DO hereby certify,
FIRST. That he corporate name Of said corpora
ton Is, Minnesota Thresher Manufacturing Company.
SECOND. The objects for which this corporation
Is formed are the purchase Of the capital stock evil
dence Of Indebtedness issued by H. the assets Of
the Northwestern Manufacturing and Car Compauv
corporation existing under the laws OF the state of
Minnesota. or any 10 ton Of said capital stock evil
denee Of Indebtedness, or assets, and the manufac
ture and sale Of steam engines OF all kinds farm I'm
plements and machinery Of all kinds. and the manu-
facture and sale OF all articles implements and ma
ehinery Of which wood and iron either OF them
form the principal component parts. and the manu-
factute Of the materials therein used.
THIRD. The capital stock OF said corporation
shall he seven millions OF dollars. which shall be
divided Into one hundred and fory thousand shares
OF MY dollars each. This stock shall be classified
and Issued In manner following that Is 20 say: There
shall be issued two classes or stock denOminated
preferred and common stock. The amount Of the
former shall be four millions OF dollars or eighty
thousand shares Of fifty dollars each, and OF the
latter three millions OF dollars or sixty thousand
shares OF nifty dollars EACH the preferred stock shall
be entitled 70 dividend not exceeding seven per
cent per aunun payable Of the earnings OF each
calendar year. To be made up II necessary out OF the
surplus hereinafter provided for, commencing with
the first day Of January iss5, which shall be declaT-
ed and paid from the earnings or surplus Of the
corporation before any dividend shall be declared or
paid on the common stock. and no dividends shall be
paid on the common stock until surplus OF ten per
cent on the outstanding preferred stock is accunu-
lated. No part Of said surplus shall be used except
10 make the preference dividend ON the referred
stock seven per cent when tie earnings OF any year
shall be insufficient 70 pay seven per cent. on the
preferred stock Whenever any portion Of the sur
Plus Is thus used, whenever the surplus Is other
wise impaired. the surplus shall be fully restored
before any dividend Is paid on the common stocI
After dividend Of per cent. shall have been
paid on both the prsierrei and the stock in
any calendar year out OF the earnings Of said cor
poration for that year. both the preferred and the
common stock shall be entitled 10 participate equally
In any further dividend which may be declared and
paid out Of the net earnings Of that year In case
Of the voluntary or other dissolution OF the cor
p0raliOn the preferred stock. the extent OF It's
par value. shall be first paid out OF the the
corporation. before any payments shall be made
upon the common stock After a surplus has been
accumulated rs hereinbefOre provided and whrei
50 remains unimpaired. IS so provided. the common
sock sha he entitled 10 such dividend the board
Of directors may determine 20 pay from the net
earnings Of the corporation for each calendar year
after paying the dividends on the preferred stock
providing always that after dividend seven per
cent sinai have been le Jared and paid out OF the
net earnings OF the corporation for any calendar
year on both the preferred and the common sock
both the preferred and the common stock shall be
entitled TO participate equally in any further divi-
dends which may be declared and paid ont OF the net
earnings.
FOURTH. Said corporation shall commence on the
twcnty-sixth day OF November, 1884, and shall con
tinue in existen e for the OF thirty years. and
It's aaaiTs shall be managed by board OF directors
consisting Of thirteen stockholders, who shall be
elected annually. Provided that the lrst Board OF
Directors who shall hold their Office until the first
election by the stockholders which election shall be
on the third Wednesday Of June 1852 shall consist
Of the following persons: Ezra Famsworth, John S.
Fogg. Francis A Osborn Samuel r. Payson John
B. Bacon Gustavus F. Davis. william H. Bhawn,
Alpheus b. Stickney. Roscoe F. Hersey, W. +. Rice
Octavus ID. baldwin, Abram o. Bigelaw and Edward
F. Lawrence.
FIFTH The principal place OF business Of this
corporation shall be In the city OF Saint Paul county
OF Ramsey and state Of Minnesota.
We hereby adept the foregoing articles Of asso-
citation Of the Minnesota Tnresher Manufacturing
Company for the purpose Of becoming body polite
and corporate under said name
In witness whereof We have hereuntO set our hands
and seals this twenty-sixth day OF November. A. D.
1891.
Signed. sealed and delivered by Ezra Farnsworth,
John ). Fogg. Francis :. Osborn. John B. Bacon
WIN. II. Rhawn, Apheus B. Stickney.
In the presence Of
". b. Bend.
L. VERNON BRIGGS.
Z.