St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-06
ARr1cLEs OF 1xcoRpoRAr1ox.
ARTICLES OF ASSOCIATION
Minnesota Thrsshsr Manufacturing Company

We. the undersigned. Ezra Farnsworth. John s.
Fogg. Francis A. Osborn. Samuel r Psyson. all OF
Boston. Massachusetts,; John b. Bacon. Of Chelses,
Vermont; Gustavrs ?. Davis. Of Hartford. COnneetI
cut; William H. Rhawn Of Philadelphia. PennsyIva-
ma. Alphers b Stickney. Of 81. Paul. Minnesota,
and Roscoe = Herscy Of saltwater. Minnesota. do
BY these presents. pursuant TO and IN conformity
with an act Of the Legislature % the state Of Min
nesOsa. entitled. IAN relating manufacturing
several Of said legislature ameadatory thereof
associate ourselves together and hereby form body
polite and corporate. and We do hereby certify.
FIRST. That the corporate name Of said corpora-
ton Is Minnesota Thresher Misunderstanding Company.
SECOND The objects for which this corporation
Is formed the purchase Of the capital stock evil
denee Of Indebtedness issued BY it. and tie assets OF
the Northwestern Manufacturing and Car Company,
corporation existing under the laws Of the state Of
Minnesota any portion Of said capital stock evil
deLce Of Indebtedness o. 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-
facture and sale Of all articles implements and ma
ehinery Of which wood and iron or either OF them
form the principal component parts. and the manu-
fActure Of the materials therein used.
Third. The capital stock Of said corporation
shall be seven millions OF dollars. which shall be
divided into one hundred and forty thousand shares
Of nifty dollars each. This stock shall be classified
and issued In manner following that Is to say: There
shall be issued two classes Of stock. den0minated
pre- erred and common stock The amount OF the
former shall be four millions Of dollars or eighty
thousand shares Of nifty dollars each and Of the
latter three millions Of dollars. sixty thousand
smart, Ol ufty dollars each. the preferred stock shall
be entitled 70 dividend not exceeding seven per
cent per annum payable 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 or surplus Of the
corporation before any dividend shall be declared OF
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 accuu
lated. No part Of said surplus shall be used except
TO make the preference dividend on the Preferred
81 ftar r1rfar TNsa.
shall be insufficient TO pay seven per cent on the
preferred stock. Whenever any portion Of the sur
plus Is thus used or whenever the surplus other
wise Impaired. the surplus shall be fully restored
before any dividend Is paid on the common stock
After a dividend OF seven per cent. shall have been
paid on both the preferiet and the stock In
any calendar year cut VI the earnings Of said cor
pOratiOn for that year, both the preferred and the
common stock shall be entitled TO participate equally
In any further dividend which may be declared and
pad oct OF the net earnings OF that year. In case
pOratiOn. the preferred stock TO the extent OF IT'S
par value, shall be Erst paid Of the assets Of the
corporation, before any payments shall be made
upon the common stock After surplus has been
accumulated as hereinbefore provided and while Il
50 remains unimpaired provided. the common
stock shall be entitled such dividend as the board
OF directors may determine 70 pay from the net
earnings Of the corporation for each calendar year
after paying the dividends on the preferred stock
provided always that after dividend Of seven per
cent shah have been declared 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 dlyi-
dend which may be declared and paid out OF the net
earnings.
FOURTH. Said corporation shall commence on the
twenty sixth day OF November 1854 and shall con.
tnue In existence for the term OF thirty wears and
It's Affairs shall be managed by a board Of directors
consisting OF thirteen stockholders, who shall be
elected annually. Provided that the first Board OF
Directors, who shall hold their ONCE until the nrst
election BY the stockholders which election shall be
on the third Wednesday OF June. 1885, shall consist
Of the following persons; Ezra FarnswOrth, John 5.
FOgg. Francis A Osborn. samuel II. PaysOn, John
u. Bacon, Gustayus F. Davis, William II. Rhawn,
Alpheus b. stickney, Roscoe F. Jersey, W. T. Rice.
Octavus d. Baldwin. Abram o. Bigelow and Edward
+. 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 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 whereOfwe have hereunto set our hands
and seals this twenty-sixth day Of November, A. ID.
1884,
signed. sealed and delivered by Ezra Farnsworth,
John 5. Fogg. Francis A. Osborn, John b. Bacon
VIM. H. Rhawn, Alpheus B. Stiekney.
In the presence Of
W. BEND,
i. VERNON BRIGGS.
EZRA FARISswoRTH, Seal
JOIN 5. FOGG, lSeal.
FEASCts A OSBORN, [Seal.
Signed. sealed and delivered by r. F. Hersey.
In the presence Of
L. L. HERsEY,
PAUL CORES.
JOHN Il. BACON, fseal
VIM H. RHAwN. lSeal
ALPHEUs B. STIcKNEY. lseal
Signed, sealed and delivered BY Samuel X. Payson
In the presence Of
EDGAR ;. BRISTOL,
l. VERNON BRIGGs.
SAMUEL r. PAYsoS, [Seal.
GUsrAvUs +. DAVIS. [Seal
Signed. sealed ard delivered BY G. F. Davis.
In the presence Of
q. I. WILLIS
w. b. BEND.