St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-09
ARrIcLEs on rNcoErosArIoS.
ARTICLES OF ASSOCIATION
Minnesota ThreShsr Manufacturing Company

We. the undersigned. Ezra FarnswOrth. John S.
fogS. Francis y Osborn. Samuel r PaysOn- ali Of
Bostoa- Massachusetts; JOh1 b. Bacon. OF Chelsea.
vermont; Gus-avus =. Davis. OF Hartford Connect
cut; William n. RnaWn Of Philadelphia. Pennsylva-
mia; Alpheus B Stiekney. OF ST. Paul. Minnesota,
and Roscoe F. Hersey OF saltwater. Minnesota. do
BY these presents, pursuant % and In conformity
with set Of the Legislature OF the state OF MIN
nesota entitled. An relating 10 manufa turing
corporations, approved March 9Th. fs73. and the
several acts q said legislature amentatOry thereof
associate ourselves together and hel eby form body
polite and corporate. and We do hereby certify
FtSsT- Thst the corporate name % said corpora
tion Is Minnesota Threshcr Manufacturing Company.
SECOND The objects fO- which this corporation
Is formed are the purchase % the capital STOCK evil
eeHee OF Indebtedness issued BY IT, and tie OF
the Northwestern Manufacturing and Car Company
corporation existing under the laws Of the state OF
Minnesota or any portion Of said capital STOCK evil
denee Of Indebtedness, VI 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-
fscture 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-.
faeture Of the materials therein used
Third. The capital stock OF said corporation
shall De seven millions OF dollars. which shall be
divided into one hundred and forty thousand shares
Of MY dollars each. This stock shall be classified
and issued In manner following that Is 70 say: There
shall be issued two classes OF stock. denOminated
preferred and common stock. The amount OF the
former shall be four millions OF dollars, OF eighty
thousand shares Of hfty dollars each. and OF the
later three millions Of dollars, or sixty thousand
efe- " utty 0Odrs e1Cs the preferred stock shall
be entitled TO a dividend not exceeding seven per
cent per annum payable out Of the earnings " each
Calendar year. 70 be made up Il necessary out OF the
surplus hereinafter provided for, commencing with
the nrst Gay OF January, iss5, which shall be decai
ed and paid from the earnings or surplus Of th.
corporation before any dividend shall be declared OF
paid on me common stock. and no dividends shah be
paia on the common stock. until surplus Of per
cent on the outstanding preferred stock is aceumu-
lated No part OF said surplus shall be used except
70 make the preferences dividend on the referred
Z Fa rafrH
SHAH be insufficient 70 pay seven per cent on the
preferred stock. Whenever portion " the sur
plus i thus used. whenever the surplus Is other
wise impaired, the surplus shall be fully restored
before any dividend q paid on the common stock
Amer dividend OF seven per cent. shall have been
paid on both the preferred aid the common stock in
any calendar year out 81 the earnings OF said cor
pOration for that year, both the preferred and the
common stock shall be entitled 20 participate equally
N any further dividend which may be declared and
p.lu Olt OF lne act earnings OF that year. In
OF the voluntary or other dissolution OF the COR
poratiOn, the preferred stock, the extent Of It's
par value shall be first paid out Of the assets OF the
corporation, before any payments shall be made
upon the common stock After a surplus has been
accumulated a. hereinbef0re provided and While n
30 remains unimpaired. rs so provided. the common
STOCK shall be entitled 20 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
provided always thar after dividend OF seven per
cent shall have been &c Jared and paid out Of the
net earnings OF the corporation for any calendar
year ON both the preferred and the common stock
both the preferred and the common stock shall be
entitled % participate equally in any further dvi.
dends which may be declared and paid out of the net
earnings.
FoUErH. said corporation shall commence on the
twenty-siNth day OF November 1884. and shall con
linue In existence for the term OF thirty years aud
It's Affairs shall be managed by board OF directors
consisting OF thirteen stockholders, who shall be
elected annually. Provided that the first 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, 1885, shan consist
Of the following persons; Ezra FarnswOrth. John S
Fogg. Francis A. Osborn Samuel x. Payson, John
b. Bacon, Gustavus F. Davis. William II. Rhawn
Aipheus 10. stiekney, Roscoe F. Hersey, W. L. Rice
Octavus ID. Baldwin, Abram o. Bigelow and Edward
+. Lawrence.
FIFTH. The principal place Of business or this
corporation shall De IN the city Saint Paul county
Of Ramsey and state OF Minnesota
We hereby adopt the foregoing articles Of asso-
citation OF the Minnesota Thresher Manufacture ne
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.
1884.
Signed. sealed and delivered by Ezra Farnsworth
John ;. FOgg, Francis y. Osborn, John B. Bacon
VIM H. Rhawn, Alpheus 3. Stckney.
In the presence Of
W. B. BEND,
L VERNON BRIGGS.