St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-07
ARrtcIEs on rNcoRroRArIoN.
ARTICLES OF lSSOCIlTIOY
Minnesota ThrsShsr Manufacturing Company

We. the undersigned. Ezra Flsnsworth. John S
FOgS. Francis A Osborn samuel e Payson. all OF
Boston Massachusetts. John y. Bacon Of Chelsea
Vermont; Gustavus = Davis. Of Hartford Connectt-
cut; William T. RhaSr. OF Phiiadelpaia. Pennsylva-
Ma Apheus Stickney, OF ST Paul. Minnesota.
aud Roscoe F. Hersey Of saltwater. Minnesota. do
BY these presents. pursuant 10 and IN conformity
With act Of the Legislature OF the state OF Mn
nesotA- entitled ''An act relating manufacturing
corporal o1s. approved March 7th. 1873, and the
several acts OF said legislature amendarory thereof
associate ourselves together and hereby form a body
polite and corporate. and We do hereby certify.
FIKsT- That the corporate name OF said corpora
ton Is Minnesota Thresher Manufacturing Company.
SECOND The objects for which this corporation
Is formed the purchase OF the capital stock evil
de1ce OF Indebtedness issued BY g. and tie assets 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
dence Of Indebtedness, assets. and the manufac-
ture and sale Of steam engines OF all kinds farm i'm
PIGMENTS and machinery OF al kinds and the manu-
faeture and sale Of all articles implements and ma.
chinery OF which wood and iron or either OF them
form The principal component parts. and the manu-
faeture OF the materials therein used.
fHIED- The capital stock OF said corporation
shall be seven millions or dollars. which shall be
divided into one hundred and forty thousand shares
Of atty dollars each This stock shall be classified
and issued In manner following that Is TO saw There
shall be issued two classes OF stock. denominated
preferred and common stock The amount Of the
former shah be four millions OF dollars. or eighty
thousand shares OF rfty dollars each. and OF the
latter three millions Of dollars. or sixty thousand
shares % FIFTY dollars each; the preferred stock shall
De entitled TO a dividend not exceeding seven per
cent. per annGm payable out of the earnings OF each
calendar year. TO be made up, necessary out Of the
surplus hereinafter provided for. commencing with
the nrst day OF January. 1855 which shall be decar
ed and paid from the net earnings surplus OF the
corporation. before any dividend shall be declared or
paidon the common stock. and no dividends shall be
paid on the common stock until a surplus of ten per
cent. the outstanding preferred stock Is accuu-
lated No part Of said surplus shall be used except
10 make the preference dividend the preferred
stock seven per cent when the earnings of any year
shall De lnsufneient 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 stoclZ
After dividend Of seven per cent. shall have been
paid on both the preferred and the common stock in
any calendar year " the earnings Of said cor
porati0n for that year both the preferred and the
common stock shall be entitled TO participate eoraIlv
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
Poraton, the preferred stock 10 the extent OF lis
par value shall be first paid Of the assets OF the
eOrPoIslioh, oeiore any payments shan be made
upon the common stock. After a surplus has been
accumulated as heYenbefore provided and while h
50 remains unimpaired. as so provided. the common
stock shall be entitled TO such dividend as the board
OF directors may determine TO 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 sinai have been declared and paid cut 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 70 participate equally in any further dfvi-
bends which may be declared and paid out OF the net
earnings
FoUErH. said corporation shall commence on the
tEenty-sxth day OF November 1854 and shall con
tinue In existence for the term OF thirty years and
Its Affairs 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, 1885 shall consist
OF the following persons: Ezra Farnsworth, John :
FOgg, Francis A. Osborn. samuel r PaysOn John
b. Bacon. Gustavus F. Davis William IL Rhawn
Aipheus B. Stickney, Roscoe +. Hersey, W e Rice
+. Lawrence
Firm. The principal place Of busine,. OF this
corporation shall be In the city OF Saint Pa county
OF Ramsey and state OF Minnesota.
We hereby adopt the foregoing articles OF asso-
citation Of the Minnesota Thresher Manufacturing
Company, for the purpose Of becoming body polite
and corporate under said name.
In witness whereof We have hereunto set our hands
1884.
Signed sealed and delivered by Ezra Farnswortb
John ;. Fogg, Francis A. Osborn, John b. BACON
VIM IL. Rhawn, Alpheus b. stickney.
in the presence Of
W. Il. BEND,
l. VERNON BRIGGS.
EZRA FARISswoRTH, Tseal.l
JOHN 5. FoGG, ISeaII
francis A. OSBORN ISeal. /
Signed, sealed and delivered by R. F. Hersey.
IN the presence Of
Z. l. HEEsEY,
PAUL CORES.
JoHN p. BACON, IseaI.l
WIN H. RHAwS, ISeall
ALPHEUs b. STIcKNEY, LSeall
Signed sealed and delivered by Samuel r. Pavson
In the presence Of -
EDGAR ;. BRISTOL
l. NKRSoS BRIGGs.
SAMUEL r. PAYsox, Iseal.1
GUsrAyUs +. DAVIS. ISeal. I
Signed sealed and delivered by G. F. Davis
In the presence Of
c. T. WELLS,
W. b. BEND.