St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-10
ARTICLES OF INCORPORATION.
ARTICLES OF ASSOCIATION
Minnesota Thrsshtr Manufacturing Company

We. the undersigned. Ezra Farnsworfh John 8
rogx- Francis A Osborn Samuel r. Payson- All Of
Boston. Massachusetts,; John B. Bacon. OF Chelsea
vermont. Gustayus =. Davis OF Hartford Connect
cut; William H. RhaEn. OF Philadelphia. Pennsylva-
MA. Alpneas stiekney. % ST. Paul. Minnesota.
snd Roscoe ? Hersey Of Saltwater. Minnesota. do
By these presents. pursuant 70 and IN conformity
with an act OF the Legislature Of the safe OF Min
nesotA- entitled An act relatinG % manufa turing
corporauons- approved March 9Th. lssS. and the
several acts OF slid legislature ameadAtory thereof
associate oGrselycstcgesher and hereby f0rr body
polite and Corporate. and We Co hereby certify.
FIRST That the corporate name OF said CORPORA
ton IS. Minnesota Threshe- Manufacturing Company.
sKc0Sp- The objects for which this corporation
3 formed are the purchase u the capital sJOek evi-
cenee OF Indebtedness issued by Il. and assets Of
tie Northwestern Manufacturing and Car COMPANY
corporation existing under the Laws OF the state OF
dnnesoia- OF any portion VI said capital stock evil
denee u Indebtedness, or assets and the manC1ac-
ture and safe % engines VI all kinds farm i'm
piemenfs and machinery OF al kinds. and the mann
fAeture and sale Of al articles. implements and ma
ehinery " which wood and iron either Of them
form the principal component parts and the mann
faeture OF the materials therein used
THIED. The capital stock OF said corporation
shall BE seven millions Of doil1rs which shall be
divided into hundred and forsy thousand shares
% 1fly dollars each This stock shall be classified
and Issued In manner following. that Is sAys There
shall be issued two classes OF stock denominated
preferred and common stock The amount o. the
former shah be four millions o. dollars eighty
thousand shares OF Gfty dollars each. and Of the
latter three millions OF dollars. sixty thousand
shares OF ATTY dollars each; the preferred shall
be entitled 10 a dividend not exceeding seven per
cent per s1num. payable Of the earnings Of each
calendar year ~ be made up II necessary Of the
surplus hereinafter provided for. commencing with
the rrst day OF January. ISIS which shall be declar-
ed and paid from the earnings surplus Of the
corporation before any dividend shall be declared
paid on the common stock and no dividends shall be
paid on the common sock. until surplus Of ten per
cent the outstanding preferred stock Is accunu-
lated No part Of said surplus shall be used except
70 make the preference dividend on the preferred
stock seven per cent when the earnings OF any year
shall be insufficient 20 pay seven per cent on the
preferred stock Whenever any portion Of the sur
pu is thus used or whenever the surplus Is other
wise impaired. the surplus shan be fully restored
before any dividend Is paid on the common stock
Afser dividend OF seven per cent shah have been
paid on both the prefere1 and the common stock In
any calendar year out % the earnings Of said cor
porat0a for that year, both the preferred and the
colnmvc stock shah be entitled participate equally
IN say further dividend which may be declared and
PAID out Of the net earnings Of that year. In case
OF tnr voluntary or other dissolution Of the cor
poraton, the preferred stock. TO the extent OF its
par value shan be first paid on; o. the assets Of the
corporation, before any payments shall be made
upon the common stock. After a surplus has been
accumulated as herenbefore provided. and while Il
30 remains rnimpaired, as 50 provided the common
stock shan be entitled 10 such dividend the board
OF directors may determine 20 pay from the net
earnings u the corporation for each calendar year
after paying the dividends on the preferred stock
provided alvaYs 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 SO K
both the preferred and the common stock shall be
entitled 70 participate equally IN any further divi
bends which may be declared and paid out VI the
earnings.
FoURrH. Said corporation shall commence on the
tweEty-sixth DAG Of November. 1854 and shall con
tinue In eKstense 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 arst Board oi
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
q the following persoESs Ezra FarnswOrth. John 8.
Fcgg. Francis A. Osborn Samuel r. Payson. John
B. Bacon Gustavus +. Davis. William II. Rhawn,
Apheus B. StieKney, Roscoe +. Herscy. W. K Rice.
Oetavus d. Baldwin, Abran o. Bigelow and Edward
T. Lawrence.
FuTH. The principal place Of business Of this
corporation shall be In the city OF Saint Paul county
Of Ramsey and state u Minnesota
We hereby adopt the foregoing articles OF asso-
citation Of the Minnesota Thresher Manufactur ng
Company for the purpose Of becoming body polite
and corporate under said name.
In witness whereof We have hereunto set our hands
and seals this tEeniy-slxth day Of November. A. D.
1854.
Signed sealed and delivered by Ezra Farnsvorth
John :. Fogg. Francis A. Osborn. John b. Bacon
Wm. H. Rhawn, Alpheus b. stiekney.
In the presence Of
W. b. BEND.
L VERNON BRIGGS.
EZRA FARfSswoRrH [seal.I
JOHS s. FoGO. lSeAl.
Francis A. OSBORN. lSeal.
Signed. sealed and delivered By l. F. Jersey.
In the presence Of
E l. HKRsEY,
PAUL GoRKs-
JoHN B. BACON, fseal
VIZ. H. RHAwN, lSeal
ALPHEUs B. STTcKNRY [Seal
Signed. sealed and delivered by Samuel Z. Payson
In the presence OF -
EDoAE ;. BRISTOL
l. VKRNoS BRIGGS
SAMUEL r PAYsoS, [SeaL
GUsrAvUs +. DAVIS. lSeal.
Signed, sealed and delivered BY G. Z. Davis.
In the presence Of
c. T. WILLIS,
W-B. BEND.
ROSCOE F. HKRsKY. [seal.