The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1897-05-05
MILLER & LUX TO
WIND UP AFFAIRS
All the Property Is to Be
Sold as Soon as
Possible.
Twelve Million Dollars Worth
of Land Stock to Be Thrown
on the Market.
Will R quire at Least a Dozen Y ars
TO Dispose of the Vast Inter.
ests Involved

With a capital stock of So, 600 600 the
great firm of Miller & Lux has been moor
porated, the articles for that object being
flied with County Clerk Curry yesterday.
The directors and incorporators CT the
new concern that will succeed to the in
teresrs of the old partnership known as
the firm of Miller & Lux are Henry Mil
Ter, Henry Lux, Thomas B. Bishop J. Lee
row Nickel, Edward L. Allen, Jesse 5. Pot
ter and AFRO n. Lewis.
1t is set forth in the articles OF incorpor-
alton that the incorporators have, to start
with, subscribed for two shares each, the
shares having par value OF Sl00. 1helr
subsequent holdings of stock IN the cor
poration will be subject to the arrange
ments that are entered into when turning
over the properly of the firm to the cor
poration, the final disposal of which is de-
clared to be the prime purpose OF the new
organization. This property consists OF
cattle on several thousand hills, as well as
the hills them seives, and extends from
Oregon to Texas.
In addition TO carrying on a general
stock-raising business and dealing IN cat
tie, hogs and sheep, the articles provide
erlng in all its branches, may acquire
water rights and establish lrrlg atlng
works, construct dams, levees, welrs,
canals and all such appliances; may To-
cate and lay out townsites and sell lots In
quantities 10 suit purchasers or tue con-
yenience of the corporation.
All these things are TO be done with the
aim in view Of gradually selling off the
property, which is to be done las speedily
as in the judgment of a majority OF the
board of directors Of the corporation such
d disposition can fairly and advantageously
be effected, and TO divide the proceeds
thereof among the stockho lders.
Their is provisio in the articles that
pending such disposition OF said prop
erty, and solely for the purpose of avoid
Ing depreciation IN the value OF said prop
erty and q consequent loss, and subsidiary
to said main purpose, the directors are
empowered 70 carry on the business OF the
late Miller & Lux partnership"
SIict limitations TO the powers OF the
dir, ors are provided in the articles OF
incorporation TO compel the winding up
of the affairs of the corporation. All
stock issued shall be deemed TO be fully
paid up, and no assessment shall be levied
thereon except by unanimous vote and
consent of all the directors, and no vote
shall be taken on this subjec! while there
is vacancy in the board OF dire ctors or
when all the mem bers OF the board are not
personally present
The cor poration is not permitted TO pur-
chase any real property or increase the
personal property OF the corporation
above the aggregate amount on hand at
the time of the transfer of said property
from the firm of Miller & Lux TO the cor
poration, unless such purpose be requested
in writing by the holders of at least four
fitths of the issued capital stock, and no
l,y hn fox OF
any time when there is a vacancy IN the
board or when all the directors are not
personally present.
Similarly stringent rules are laid down
to compel the immediate distribution of
profits of the business and proceeds OF sale
of the property owned or TO be owned by
the corporation, and the directors are not
allowed to keep on hand more than $50, 600
10 meet the future expenses of business.
No director shall be competent to vote
on these questions unless he be director
elected by the stockholders at The regular
annual meeting and no amendment to the
articles of Incorporation shall be had in
these matters except by unanimous vote
of the directors as provided In regard to
the other affairs mentioned, and by the
vote or written consent of stockholders
representing at least four-hfths OF the cap
ital stock of the corporation.
, One cause of complaint on the part OF
the Lux interests in the Miller d Lux BUSH
ness has been that Henry Miller, the sur
vivIng partner, persisted in extending the
limits of the partnership, thus absorbing
the profits instead OF paying cash diyi-
dends 10 the represen tatives OF his late
partner. 1t was generally acknowledged
that his investments were wise and that
ult M ately they would be remunerative to
the firm, but those representing the Lux
interests desired a contraction rather
than an extension of the firms affairs.
After some litigation compromise was
reached resulting in the organization OF
the corporation mentioned here. 1t is be-
lieyed that it will take nearly a dozen
wears TO wind up the affairs OF this great
com pany, which is probably the largest
concern of the kind in the United States
and robaplY as large as any in the world.