The Mankato free press. [volume] (Mankato, Blue Earth County, Minn.) 1879-1924, 1897-03-19

hnOW all men DV UleS6 presents, UndU we, the
undersigned, have agreed to and do hereby as
sociate ourselves together for the purpose of
becoming Incorporated under and pursuant to
Title 2, OF Chapter "a, of the General Statutes of
the State of Minnesota, and the several acts
amendatory thereof, and to that end do hereby
respectively adopt and subscribe the following
Articles of Incorporation.
ARTICLE I.
The name of the corporation hereby formed
and organized shall be 1.-THE Disbrow Manufac-
turing Co." The general nature of its business
shall be to manufacture and market combined
churns and work ers and other creamery sup
plies and machinery, and to do and perform
any and all lawful acts business and undertake.
ings as may be necessary, essential, expedient,
or usually Incidental to the proper and efficient
carrying on of said manufacturing business.
The principal place of transacting the bust
ness of this corporation and the location of Its
principal office shall be in the City of Mankato,
County of Blue Earth, and State of Minnesota.
ARTICLE II.
The time of the commencement of this cor
poration shall be the I'D day of March, A. D.
1897 and the period of its continuance shall be
the term OF thirty (3W years from and after said
date of commencement, with the right of re-
newal as provided by law.
ARTICLE III.
The amount of the capital stock of this cor
poration shall be fifty thousand $50 100000 dol
lars. to be paid in from time to time in such
manner IS the board of directors shall deter
mlne None of the said stock shall be issued
until the same is duly paid for at its par value
but this corporation may commence business
when ten thousand (S1O,0OO.0W dollars of it's
stock shall be subscribed for. And whenever
the company has funds on hand, and the board
of directors deem it advisable SO to do, it may
use such funds, or any part thereof In the pur-
chase of outstanding stock of this company,
at not exceeding the par value thereof, and the
stock so held may be again sold and re-issued
whenever it is deemed to be for the best inter-
holder desiring to sell his stock shall first offer
it to the company, and if the company is will
ing to purchase the same at such price it shall
have the right to do so.
ARTICLE ".
The highest amount of indebtedness or liabil-
ity to which this corporation shall at any time
be subject shall be twenty-five thousand
@25, 100000 dollars.
ARTICLE V.
The name and places of residence of the per-
sons forming this association for incorporation
are as follows Reuben B. Disbrow, Darius W.
Payne, Levi A. Disbrow, Horatio N. Seelye, all
of whom reside at Mankato, Minnesota and
John Day Smith, who resides at Minneapolis,
Minnesota.
ARTICLE VI.
The government of this corporation and the
management of its affairs shall be vested in
board of five directors, each and all of whom
shall be stock holders in this corporation and
majority of whom shall constitute a quorum
for the transaction of business. The names of
the first board of directors are as follows, to-
wit: Reuben B. Disbrow, Darius w. Payne,
Levi n. DlSDTOW, hOrdUlO N. Soolyo ana JOnn
Day Smith, who shall hold their respective Of
flee unless disqualified until the first an
nual meeting of the stockholders the first
Tuesday in September A. ID. 1897, and until
others are chosen in their place and have quail
flied. The board of directors of this corpora
ton, with the exception of said first board
herein designated shall be elected from and by
the stockholders each year at the annual meet
ing thereof; which annual meeting shall be
held at the Office of said company in the city of
Mankato, on the first Tuesday of September of
nophx Of toln IL
The officers of this corporation shall be presi-
dent, vice president, secretary and treasurer,
and such other officers as the board of directors
shall from time select or appoint.
The first officers of this corporation shall be
as follows: Reuben B. DIsbrow, president;
Levi A. Disbrow. vice president, and Darius W.
their several offices until the annual meeting of
the board of directors, to b. held on the first
Tuesday in September, A. d. 1897. Thereafter
treasurer shall be elected by and at the meeting
of the board of directors, to be held Immediate
ly after the annual meeting of the stockholders.
dhe and vice f shall be
person may hold at the same time the office of
secretary and treasurer.
The board of directors shall have the power
to make and establish bylaws, and the duties
of the officers of this corporation shall be such
as are defined by its bylaws as hereinafter
adopted. If, for any reason, there shall be
failure by the stockholders to elect the board of
election may be had at any adjourned meeting
of such annual meeting or at a special meeting
of the stockholders called for that purpose,
upon such notice as may be prescribed by the
bylaws for calling such meetings of stockhold-
ers. Immediately after the adjournment of
every annual ting of the stockholders, the
board of directors elected at such meeting shall
Immediately hold regular annual meeting, at
the same place, and elect officers for the ensu-
ing year. If, for any reason, the directors shall
fail to elect such officers, at the time herein
specified, such officers may be elected at any
adjourned meeting of such annual meeting, or
at any subsequent regular meeting of the dIrec-
tors, or at special meeting thereof called for
that purpose, upon such notice as may be pre-
scribed in the bylaws for calling such meeting
of d rectors.
Whenever any vacancy shall occur in said
board of directors, or IN any office of this cor
poration, the same may be filled by the board
of directors at any meeting thereof; and all of
fcers ann directors shall hold their respective
offices until their successors are elected
and qualified.
ARTICLE VII.
The capital stock of this corporation shall be
divided into one thousand shares of fifty dollars
each.
In testimony whereof we have hereunto set
our hands and seals this 18th day of February,
A. D. 1897
REUBEN B DISBROW, (Seal.)
DARIUS w. PAYNE, (Seal)
HoRATio N. SFEiYE, ESeai.}