St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-08
ARTICLES OF INCORPORATION.
ARTICLES OF ASSOCIATION
Minnesota ThrtShsr Manufacturing Company

a
Boston Massachusetts John B. Sacon. OF CkeIses,
vermont. Gustavus 2 Davis. Of Hartford. Connecti
Cut; William H. Rhawn OF Philsdelphia- Pennsylva-
MA; Alpheus Sttckney. Of ST. Paul. Minnesota,
and Roscoe 7. Hersey Of saltwater. Minnesota. do
By these presents. pursuant 70 and in conformity
With an act OF the Legislature Of the STATE OF Min
nesota. entitled An act relating 70 manufacturing
corporations" approved March 7th- ls5s and the
several acts Of said legislature amendaTory 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 Manufacturing Company.
SECOND The objects for which this corporation
u formed are the purchase OF the capital stock evil
dence OF Indebtedness issued by H. and re assets Of
The Northwestern Manufacturing and Car Company
corporation existing under the laws OF the state OF
Minnesota any portion OF said capital stock evi
dence Of indebtedness or assets. and the mAnufac-
ture and sale Of steam engines OF al kinds farm i'm
PIGMENTS and machinery OF al kinds. and the manu-
faeture 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
shan be seven millions OF dollars, which shall be
divided into one hundred and forty thousand shares
OF nifty dollars each. This stock shall be classe ed
1a issued 10 manner following that is TO say; There
shau De Issued two classes OF stock. denCminated
preferred and common stock. The amount Of the
former shall be four millions Of dollars. OF eighty
thousand shares OF nifty dollars each, and OF the
latter three millions Of dollars. sixty thousand
shares OF nifty dollars each the preferred stock shall
Dc entitled % a dividend not exceeding seven per
Nlll- payable out the of each
cAIenoaE year. 70 De made up, necessary. OF the
surplus hereinafter provided for, commencing with
the hrst day OF January, ISs5. which shall be ecar
ed and paid from the net earnings surplus Of the
corporation before any dividend shall be declared or
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 accunu-
ateO No part OF said surplus shall be used except
10 make the preference dividend On the Preferred
stock seven per cent when the earnings OF any wear
shau De insufficient 70 pay seven per cent. on the
rrefn -ru
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 stock
AIter dividend OF seven per cent. shall have been
paid on both the preferre1 and the common stock in
any calendar year out OF the earnings OF said cor
poTaton for that year, both the preferred and the
common stock shall be entitled 10 participate EQUALLY
In any further dividend which may be declared and
paid out OF the net earnings Of thar year In case
u the voluntary or other dissolution OF the cor
pOratiOn the preferred stock. the extent OF its
par value, shall be first paid out Of the assets of me
corporation. before any payments shall De made
upon the common stock After a surplus has been
accumulated as hereinbefOre provided and while Il
80 remains unimpalrcd. 50 provided. the common
stock shall be entitled such dividend as the board
OF directors may determine TO ray from the net
earnings Of the corporation for each calendar wear
arJer paying the dividends on the preferred stock
provided always that after dividend Of seven per
cent shall 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 divi-
bends which may be declared and paid Of the net
earnings.
FOURTH. Said corporation shall commence on the
twenty-sixth day OF November, 1851 and shall con.
tinue In existence for the term OF thirty years and
It's anairs 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 first
election by the stockholders which election shall be
on the third Wednesday Of June, 1855, shall consist
Of the following persons: Ezra Farnsworth, John S.
Fogg. Francis n Osborn. Samuel r. Paysou, John
p Bacon, Gustavus F. Davis. William II. Rhawn
Alpheus b. Stickney, Roscoe F. Hersey W E Rice
0ctayus D. Baldwin. Abram o. Bigelow and Edward
+. Lawrence.
FIFTH. The principal place Of business of this
corporation shall be in the city Saint Paul county
Of Ramsey and state OF Minnesota.
We hereby adopt the foregoing articles Of asso-
eia,ion Of the Minnesota Thresher Manufacturing
Company, for the purpose OF becoming body polite
and corporate under said name.
In witness whercofwe have hereunto set our hands
and seals this twenty-sxth day Of November, L. D.
lssL
signed. sealed and delivered by Ezra Farusworth.
John S. FOgg, Francis A. Osborn, John B. Bacon
VIM H. Rhawn, Alpheus b. Stickney.
IN the presence Of
W. b. BEND,
l. VERNON BRIGGS
EZRA FARIEswoRTH, Iseal.l
JOHN S. FoGG, ISeal I
Francis a. OSBORN, [SeaL !
Signed, sealed and delivered by z f. Hersey
In the presence Of
T. l. hERsEI,
PAUL CORES.
JOIN B. BACON. Iseal. !
VIZ II. RHAwS, TSeal /
ALPHEus B. STIcEEEY, LSeal ]
signed, sealed and delivered by Samuel Z. Payson.
In the presence Of
Edgar S. BRISTOL,
/. VERNON BRIGGS.
SAMUEL r. PAYsoN, ISeal !
GUsTAvUs F. DAVIS. [Seal I
Signed. sealed and delivered By G. F. Davis.
In the presence Of
G. 7. WELLS,
W.B. BEND.
RoscoK F. HERsKY TSeal I