St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1884-12-07
ARrIcLEs OF rNcoRPoRArIoN.
ARTICLES OF Association
MINNESOTA Thrsshsr Manufacturing Company
THE

Boston, Massachusetts,; John b. Bacon. Of Chelsea.
Nerm0nts Gusfavus = Davis. OF Hartford. Connecti-
cut; William h Rhavn. OF Philadelphia. Penasylva-
MA: Alpkeus b Stickney. OF ST. Paul. Minnesota.
and Roscoe T. Jersey Of saltwater. Minnesota. do
By These presents. pursuant TO and In conformity
with OF the Legislature OF the state OF Min
nes0ta entitled. IAN relating TO manufacturing
eorporations" approved March Ifh- 1878 and the
several acts % said legislature amendarory 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. Minnes0ta Thresher Manufacturing Company.
SECOND. The objects for which this corporation
is formed the purchase the capital stock evf-
dence OF Indebtedness issued By t. and the OF
the Northwestern Manufacturing and Car Company,
corporation existing under the laws OF the state OF
Minnesota any portion Of said capital stock evil
denee Of Indebtedness. or assets, and the manufac
ture and sale Of steam engines OF al kinds farm Inn
plements and machinery Of all kinds. and the
facture and sale Of ali 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 dfy dollars each. This stock shall be classified
and Issued IN manner following. that Is say: There
shall be issued two classes OF stock. denOminated
+, preferred and common stock. The amount OF the
former shall be four millions dollars OF eighty
thousand shares OF Atty dollars each. and Of the
latter three millions OF dollars or sixty thousand
shares OF hfty dollars each: the preferred stock shall
be entitled 10 a dividend exceeding seven per
cent per annum- payable out OF the earnings OF each
surplus hereinafter provided for, commencing with
the nrst day OF January, ISIS which shall be decar-
ed and paid from the 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 aecumu-
lated No part OF said surplus shall be used except
/ 10 make the preference dividend on the UEeferred
stock seven per cent when the earnings OF any wear
shall be insufficient 70 pay seven per cent. on the
preferred stock. Whenever any portion Of the sur
plus Is thus used whenever the surplus Il other
wise Impaired. the surplus shall be fully restored
/ before any dividend is paid on the common stock
After dividend OF seven per cent. shall have been
paid on both the preferred and the common stock IN
any calendar year OF the earnings OF said cor
poraiion for that year. both the preferred and the
common stock shall be entitled 70 participate equally
/ In any further dividend which may be declared and
paid out Of the net earnings Of that year In case
OF the voluntary or other dissolution OF the cor.
pOrati0n the preferred stock 10 the extent Of its
par value, shall be rst 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 &c
50 remains unimpaired. 30 provided the common
stock shall be entitled such dividend as the board
/ OF directors may determine 70 pay from the nef
earnings Of the corporation for each calendar year
after paying the dividends the preferred stock
provided always that after dividend OF seven per
cent shall have been declared and paid cut 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 70 participate equally in any further divi.
4
earnings.
FOURTH. Said corporation shall commence on the
twenty sixth day OF November 1854 and shall con
tnue In existence for the term thirty years and
It's Affairs shall be managed by board OF directors
i consisting Of thirteen stockholders, who shall be
elected annually. Provided that the nrst Board az
Directors who shall hold their Office until the arst
election by the stOcEhOders which election shall be
on the third Wednesday OF June. 1885, shall consist
Fogg. Francis A Osborn. samuel X. Payson, John
i. Bacon Gustayus +. Davis, William H. Rhawn
Alpheus B. Stiekney Roscoe F. Herssy, W. T. Rice
0ctAvus 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 whereof we have hereuntO set our hands
1854.
Signed, sealed and delivered by Ezra Farnsworth
John S. Fogg, Francis A. Osborn. John B. Bacon,
VIM. II. Rhawn. Alpheus b. stickney.
In the presence Of
W. B. BEND.
L. VERNON BRIGGS.
EZRA FAErSswoRrH. Iseal.l
JoHN S. Foee, [Seal |
FRANCIS A. OSBORN, [Seal. /
Signed, sealed and delivered by x. f. Hersey.
In the presence Of
T. l. HERsEY,
PAUL CORES.
JOHN b. BACON Iseal 7
WA. IL. RHAwN, [SeaI I
| ALPHEUs B. STIcKNRY, Iseal ]
Signed. sealed and delivered By Samuel r. Payson
/ In the presence OF
| EDGAR :. BRISTOL,
| l.. VKRNoS BRIGGS.
SAMUEL r. PAYsoS, [seall
| GUsrAvUs f. DAVIS. [Seal I
| Signed sealed and delivered by c. T. Davis
l In the presence Of
| c. T. WELLEs,
| W. B. bend.
| Roscoe F. HEEsKY Tseal