St. Paul daily globe., 1888-05-28

k NoW ALL MEN bI THESE PRES-
IN ents that we. whose names are here
unto subscribed, have agreed to associate
and do hereby associate ourselves to-
gether for the purpose of becoming
body corporate under and by virtue Of
the provisions of title two (2) of chan.or
thirty four $40 of the General Statutes of the
State of Minnesota and the acts amendatory
thereof, and to th2s end and for that pur-
pose have adopted and do hereby adopt and
siSI me following articles of INCORPORATION:
Article THE name of the corporation
shall be ''The d. D. Lambie Dental and
Surgical instrument Company" and the
general nature OF its business shall be the
manufacturing. buying, selling and dealing
In all kinds OF dental and surgical instru-
ments, appliances, supplies and merchan-
disc, with full power and authority TO
acquire, hold, manage, control and dispose
of any and all kinds of property, of whatso-
ever kind or nature, and to transact all
business and do any and all acts and things
whatsoever. necessary, proper, convenient
desirable or incidental to the carving on of
the business above mentioned, or to the
conducting or management of any of the
business OF said corporation.
The principal place of transacting the
business OF said corporation shall be at the
city OF st. Paul, county of Ramsey, state of
Minnesota.
Art. 2-The time of the commencement of
said corporation shall be the twenty fifth day
of May, A. ID. 1888, and the period of its
CONTINUANCE shall be thirty years.
Art. 3-The amount of the capital stock
of said corporation shall be forty thousand
(S4O,O00) dollars, and shall be paid in in
money or its equivalent in merchandise or
other property, as the board of directors may
order or agree upon at the time of the is
suailce and delivery Of the certificates of said
stock.
Art. 1.-The highest amount of indebt-
edness or liability to which said corporation
shall at any time be subject shall be the sum
of fifteen thousand .0OO dollars
Art h-ThA md r,1nn ofr
of the persons forming this association for
incorporation are: David D. Lambie, Will
lam E. Hall. William L. Wight all residing
IN the city of st. Paul, county of Ramsey.
state Of Minnesota.
Art. 6-The government of said CORPORA
ton and the management of its affairs shall
be vested in board of three directors. all of
whom shall be elected from and by the stock
holders at the annual meeting of such stock
holders, to be held at ST. Paul. Minnesota on
the first Monday of July of each year,
or at such other time or meeting as the
stockholders may hereafter by resolution or
bylaw prescribe.
The following named persons shall con-
stitute the first board of directors, viz: David
d. Lambte, William E. Hail. William L. Wight.
and shall hold their office until their success
sols are elected and qualified Said first
board OF directors may adopt such bylaws
said corporation, which bylaws shall remain
in force until bylaws shall be adopted by
the stockholders at regular meeting or a
special meeting thereof, called for that
purpose.
The officers of said corporation shall con-
sist of a president, secretary and treasurer,
and such other officers as may hereafter be
prescribed by the bylaws. All officers shall
be elected in such manner, at such times. for
such periods and shall perform such duties
as may be prescribed by the bylaws.
Until their successors are elected and quail
itied, David d. Lambie shall be president
and treasurer, and William L. Wight secre-
tary of sad corporation.
Art. 7-The corporate stock of said cor
poration shall be divided into four hundred
shares of one hundred (S100) dollars each.
No sale, transfer or other disposition of
any of the shares of said capital stock shall
at any time be made by the owner or holder
thereof unless he shall first give notice in
writing to the secretary or president of said
corporation OF his desire to sell, transfer or
dispose of the same; and said corporation
shall, for period of thirty go days after the
receipt of such notice. have the prior right
to purchase said stock, if the board of di-
rectors shall so elect, at its then actual
value.
Provided, however, that the board of
directors may by resolution waive such right
to purchase said stock. Any sale or transfer
to persons other than to said corporation, of
any of the stock of said corporation contrary
to the provisions of these articles or before
the eXpiratisn of thirty go days from the
receipt by said corporation of the notice
above specitied-unless the right of said cor
poration to purchase said stock shall be
waived as herein provided-shall be abso-
lutely null and void.
In witness hereof we have hereunto set our
names and affixed our seals this 10Th day of
May, 1888.
DAVID D. LAMBIE, [Seal7