St. Paul daily globe., 1888-05-31

NOW ALL MEN BY THESE PRES
Ia 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
a Dcoy corporate under and by virtue of
the provisions of title two (2) of chapter
thlrty-tour (34) of the General Statutes of the
State of Minnesota and the acts amendatorv
thereof, and to that end and for that pur-
pose have adopted and do hereby adopt and
sign the following articles of incorporatiou:
Article 1.-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 merchau-
disc, with full power and AUTHORITY 10
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 ana things
whatsoever necessary, proper, convenient
desirable or incidental to the carrying 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
Minnesota.
Art. 2-The time of the commencement of
said corporation shall be the twenty-fifth day
of May, A. d. 1888, and the period of its
continuance shall be thirty years.
Art 5-The amount of the capital stock
OF OF @ sald DC corporation shall be forty thousand
(S4o,OoO) dollars, ana shall be paid in in
money or It's equivalent i'll merchandise or
other property, as the board of directors may
order or agree upon at the time of the is
suance and delivery of the certificates of said
stock.
Art. 1.-The highest amount of indebt
eahess or llaGllty to which said corporation
s9ait a at any time be subject shall be the sum
Oh hfteen thousand (S15. .000) dollars
A names rllaa of
OF the persons forming this association fol
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
tlon ana 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.
Stltute the first board of directors, viz: David
ID. Lambte William E. Hail. William L.. Wight
ana shall hold their office until their success
sors are elected and qualified. Said first
board OF directors may adopt such bylaws
as they deem proper for the government of
said corporation. which bylaws shall remain
IN IN force until bylaws shall be adopted by
the stockholders at regular meeting or @
special meeting thereof, called for thar
purpose,
The officers of said corporation shall con.
s1st OF a president, secretary and treasurer
ana 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 ouaI-
lied, David d. Lambie shall be president
and treasurer, and William L. Wight secre-
tary OF said corporation.
Art. 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
tnereOf 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
snail, for a period of thirty (30) 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 (3O) days from the
receipt by said corporation of the notice
above specifed-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 25th day OF
May, 1888.
DAVID D. LAMBIE, [Seal1
VIM. T.. HALL, fSeal1