St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-03-24

Gay OF Marcn, n. ID. 1884, and continue for thirty
years.
ARTICLE THIRD
The amount of the capital stock of this cor
poration shall be one million (Sl ZOO, 900 .OO)
dollars, and said capital stock shall be divided in
to twenty thousand shares Of fifty S50OO) dollars
each.
No stock nor any certificate of stock shall at
any time be issued until the full par value there
of has been actually paid in.
Said corporation may purchase and buy in its
own stock, and the stock so purchased and
bought in may retire and eXtinguish, or may hold
without merger or extinguishment the stock so
purchased and bought in, and reissue the same in
the same manner, and on the same terms as othe-
stock, as the Board of Directors may determine
and elect.
Two thousand shares of stock of said corpora
ton shall be subscribed for and taken, and fully
paid up at its par value, at the commencement of
the business of the corporation, and the balance
of said stock may be issued from time to time,
under such rules and regulations may be pre-
scrbed by the Board of Directors consistent with
these articles.
The stock may be paid for in money or in
property, at valuation to be fixed and deter
mined by the Board of Directors, at any special
or general meeting by resolution or order of the
Board OF Directors, particularly describing the
property and the price value fixed thereon, Us
to each item or parcel, and no property shall he
| taken, and no stock or certificate of stock shall
be issued therefor until such order or resolution
has been so made and recorded.
ARTICLE FOURTH.
The highest amount of indebtedness or liza
biity to which said corporation shall at any time
be liable shall be the sum Of Five hundred thou
sand $780, O0) dollars And the total indebted
ness and liability of the corporation shall not ut
any time exceed the amount of its full paid up
capital stock.
ARTICLE FIFTH.
The names and places of residence of the per-
sons forming said corporation follows:
Edward Langevin, William Dawson, Robert A.
Smith, Ansel Oppenheim, Herman Greve and
Arnold kalman, each of whom resides AT Saint
Paul in the State of Minnesota,
ARTICLE SIXTH.
The government of said corporation and the
management of its affairs shall be vested in 4
President, Vice President, Secretary, Treasur-
er and Board of six Directors, including said
officers, who in addition to the rights, powers
and duties of their several and respective offices,
shall have and exercise all the rights, powers and
duties of Directors.
The names of the persons who shall constitute
the first Board of Directors of said corporation
are the aforesaid Edward Langevin, William
Dawson, Robert A. Smith, Ansel Oppenheim,
Herman Greve and Arnold Kalman,
The Directors after the first herein named,
shall be elected annually by the stockholders on
the 18th day Of March in each year, at the office
of the corporation in said city of Saint Paul at
the annual meeting of the stockholders,
which shall be held in each year, from and after
the first annual meeting Of stockholders herein
after provided, on that day and commencing ut
| ten Q0) o'clock in the forenoon.
The first annual meeting of stockholders for
the election of Directors shall take place on the
18th of March, A. D. 1885, TO which time and until
| their successors are elected and qualified the
| Directors hereinbefore named shall hold theil
offices aud constitute the Board of Directors oil
| said corporation.
The Directors herein named and provided shall
| hold meeting Of Directors for the election OF
officers of the corporation, who shall consist of
President, Vice President, Secretary and Treas
| urer, on Thursday, the first day of May, A. ID.
1884, at ten O'Clock in the forenoon Of that day,
at the Office of said corporation, and shall then
and at the meeting so held elect from their own
| number the said officers of the corporation for
| the ensuing year. The said Directors shall
thereafter and the 18th of March OF each year,
and as soon practically convenient after the adj
| iournment of said stockholders meeting on that
| day, or in case of adjournment on the adjourned
| day meet for the election of said officers of the
! incorporation, and at such meeting shall elect
| from their own number and from the Directors
elect said officers Of the corporation for the year
next ensuing.
| The Directors after the first herein named and
provided, and the officers Of said corporation
shall hold their respective offices for one year
next ensuing after the election, and until their
| successors are elected and qualified.
No person shall be a Director or officer of said
! corporation who is not a stakeholder therein.
| Such general and special meetings of the stock
| holders and also Of the Directors may be called
and held the interests and exigencies of the
| business of the corporation may require, and as
| the same may be authorized and prescribed by
| the bylaws of the corporation.
The Directors shall have power to fill any va
| cancy in any of the offices Of the corporation
! herein provided, also to fill any vacancy in the
Board of Directors at any special or general meet
| ing of the Board of Directors.
The President, or in his absence or inability to
act, the Vice-President, shall sign on the part of
the corporation, all deeds or other indentures or
writings whatsoever conveying, leasing, charging,
| encumbering or in any way affecting the lands,
| tenements, hereditaments and real and mixed
property or any interest therein, or the rents or
profits thereof belonging to the corporation or in
which it has any interest, and all such deeds, in
| dentures and writings when so signed by the
| President or Vice President shall be counter
| signed by the Secretary, or in his absence or i'll
ability to act, the Treasurer as acting Secretary,
| and the seal of the corporation shall
| be thereto affixed by such attesting officer,
and no other officer, director or member of said
corporation shall in any case sign or execute on
the part of the corporation any such deed, in
denture or writing.
No power of attorney shall in any case be
made or given on the part of the corporation
except by order of the board of directors, naming
the grantee in the power and specifically stating
the object of the power and the authority con-
ferred first duly made and entered Of record in
the record of the proceedings of said board.
In witness whereof we, the persons herein be-
fore named as incorporators, have hereunto sub
Il afff aH foV
himself, this 18th day of March, A. d. 1884.
In presence Of
W. DAWSON, Jr.
s. E. DAWSON.
WILLIAM DAWSON, Iseall
| ROBERT A. SMITH, tSeal.l
| HERMAN GREVE iCeeI