St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-04
ARrIcLEs OF lxcoRroRArIox.
ARTICLES OF ASSOCIlrIoI
Minnesota ThreShfr Manufacturing Company

Eo--. Francis A osborn Samuel Z Payson. al OF
Boston. Massachusetts, John b. Bacon OF Chelsea.
Vermont; Gusts. u 2. Davis of Hartford Connect.
CIT; william II. Rhawn, Of Philadelphia. Pennsylva-
MIA; Aiphsus srickney, Of ST. Paul. Minnesota.
and koseoe +. Herseg OF saltwater. Minnesota. do
by these presen 8, pursuant 10 and IN conformity
with an act " the Legislature Of the state Of Min
nesota entitled. An act reiaslng 70 manuia turing
CORPORA ols. approved March Ith. 1913, and the
several sis OF said legislature amendatOry thereof
associate ourselves together aud hereby form body
polite aad corporate. and We do hereby certify,
FIRST That the corporate name OF said CORPORA
ton IS Minnesota rhresher Manufacturing Company.
SECOND. The objects for which this corporation
Is formed are the purchase OF the capital stock evil
dence OF Indebtedness issued ~ t. and assets OF
the Northwestern Manufacturing and Car Company
corporation existing under the laws Of the state OF
Minnesota or any EortiOn Of said capital stock evl-
tence Of Indebtedness OF assets. and the manufac.
ture and SAFE Of steam engines OF al kinds farm i'm.
PIGMENTS aud machinery OF al kinds. and the manu-
FAC urc and safe OF all articles implements and ma.
ehinery " which WOOD and iron OF either Of them
form the principal component parts, and the manu-
faciure Of the materials therein used
THIRD. The capta stock % said corporation
shall be seven millions " dollars, which shall be
divided into one hundred and f1ry thousand shares
of nf;y dollars each. This stock shall be Classics
and issued Ia manner following that Is 20 say: There
shall be Issued two Classes OF stock. denOminated
preferred aud common stock. The amount OF the
former shall be four millions Of dollars or eighty
thousand shares OF nffy dollars each and o: the
latter three millions Of dollars, or sixty thousand
shares OF nfty dollars each; the preferred shall
be entitled 70 a dividend not exceeding seven Der
cent per annum payable cut Of the earnings OF each
calendar year. 70 be made up. necessary, Of the
surplus hereinafter provided for. commencing VII Ia
the trsf day VI January, iss5. which shall be decar
ed and paid from the earnings or surplus OF the
eorpOFaton before any dividend shall DC declared or
paid Vn the common stock. and div bends shan be-
paid on the common K until surplus OF ten Der
cent. on the outstanding preferred stock Is aecunu.
lated No part Of said surplus shall be used except
to make the preference dividend on the Ir.ferred
stock seven per cent when tie earnings Of any year
shall be insufficient TO PAY seven per cent on the
preferred stock. Whenever any portion OF the sur
pGs = thus used, OF whenever the surplus Is other
wise impaired, the surplus shall be fully restored
before any dividend Is paid the common stock
After dividend Of per cent. shall have been
paid ON both The prefeue and the common stock In
any calendar year out Va the earnings OF said cor
pOraton for that year. bOtii the preferred and the
common stock shall be entitled 20 participate eoualiv
IN any further dividend which may be declared and
pc cut Of the net earnings OF that year. In case
Of tue voluntary or other dissolution OF the cor
pOratOn. the preferred stock 10 the extent of tts
par value shall be INST paid Of the assets OF the
corporation. before any payments shall be made
upon the common stock Alter a surplus has been
accumulated as hereinbefore provided, and viii Il
50 remains unimpaired. provided the common
stock shall be entitled 10 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 the preferred stock
provided always that after a dividend Of seven per
cent. aha have been Ce Jared and paid out OF the
net earnings OF the Corporation for any calendar
year on both the preferred and the common so X
both the preferred and the common stock shall be
entitled 70 participate equally In any further divi
dends which may be declared and paid VI the mel
earnings
FoURrH- Said corporation shall commence on the
tWenty-sXth day OF November, 1854, and shall con
tinue In existCn for the term Of thirty years and
It's affairs shall be managed by board Of directors
consisting Of thirteen stockholders, who shall be
elected annually. Provided that the nrst Board Of
Directors, who shall hold their office until the nrst
election by the stockholders. which election shall be
on the thru Wednesday Of June 1855, shah consist
Fogg. Francis A. Osborn. Samuel r Payson john
y. Bacon Gustayus F. Davis, William II Rhawn
A-pheus 3. Suckley, Roscoe F. Hersey W. E. Rice
Oetavus ID. Baldwin. Abrzm o. BlgeIoW and Edward
+. Lawrence.
FIFrH. 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 adopt the foregoing articles OF asso-
eiatiOn OF the Minnesota Tlresher Manufactur ny
Company. for the purpose VI becoming body polite
and eorpo ase under said name.
In vi ness whereof we have hereuntO set our hands
and seals this twenty -sixth day OF November. A. D.
Is5L
Signed. sealed and delivered by Ezra Farusworrb
John 5. Fogg Francis A. Osborn, John B. Bacon
VIM. H. Rhawn, Alpheus b. siiekney.
N the presence Of
W. p. bend.
l.. VERNON BRIGGS.
EZRA FARrSswoErH. tSeal. J
JoHS s. Foes, lSeal. /
FRAScIs A OSBORN, lSeaI. /
Signed, sealed and delivered by r. f. Hersey.
In the presence Of
Z. L. HEEsEY,
PAUL CORES.
JoHN u. BACON, Iseal
VIM. H. knAwN IScal.
ALrHEUs b SrIoKNEY, Seal. /
Signed, sealed and delivered by Samuel r. Payson
In The presence Of -
EDSAK s. bkIStoL-
l. VERNoSoBRIG0s.
SAMUEL r. PAYsoN, lseaI.l
GUsTAgUs F. DAVIS. [Seal. /
Signed, sealed and delivered by G. F. Davis.
In the presence Of
Z. 7. WILLIS,
We. BEND.
Roscoe T. HERsEY. (5eal. ]