The Mankato free press. [volume] (Mankato, Blue Earth County, Minn.) 1879-1924, 1897-04-09
OF INCORPORATION OF THE
DlSBROW MANUFACTURING co


DlSBROW MANUFACTURING co.
Know all men by these presents. that we. the
Undersigned, have agreed to and do hereby as
Soclate ourselves together for the purpose of
D 3e:c1omlng Incorporated under and pursuant to
Title 2, of Chapter 81, 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 or incorporation.
ARTICLE I.
The name of the corporation hereby formal
ana organized shall be The DisbroW Manufac-
turing Co. The general nature of its business
snalI DE 10 manufacture and market combined
cnurnS and workers and other creamery sup
plies and machinery, and to do and perform
any and all lawful acts. business and undertake
lngs as may De 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 IL the City of Mankato
County of Blue Earth, and State of Minnesota
ARTICLE II.
The time of the commencement of this COR
poratlon shall be the I'D day of March, A. d,
lS9| and the period of its continuance shall be
date of commencement, with the right of re-
newal as provided by law.
ARTICLE III.
Inc amount of the capital stock of this cor
poration shall be fifty thousand $50 GOO OO dol
lars to be paid in from time to time in such
manner as the board of directors shall deter
until the same is duly paid for at its par value
but this corporation may commence business
when ter, thousand (S10,OO0OO dollars of its
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 NAV
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 1t is deemed to be for the best inter
est of this company so to do And any stock
hal tDffo
1T 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.
ARTICLEIv.
The highest amount of Indebtedness or liabiI-
ity to which this corporation shall at any time
be subject shall be twenty-five thousand
(S25OOO.O0) 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.
of when 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 a
board OF i've directors, each and all of whom
shall be stockholders in tins corporation. and a
majority OF whom shall constitute 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 "A. DlSDrOW, hOrdUlO N. Seelyo and John
Day Smith, who shall hold their respective Of
flee unless sooner disqualified until the first an
nual meeting of the stockholders on the first
Tuesday in September. A. ID. 1897, and until
others are chosen In their place and have quail
lied. 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
n n n M
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 BE- 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
elected from the board of directors the same
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
failure by the stockholders to elect the board of
d directors, at the time herein specified. such |
election may be had at any adjourned meeting |
of such annual meeting or at 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 meeting 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
meeting of such annual meeting or
at any subsequent regular meeting of the direc-
tors, or at a special meeting thereof called for
that purpose, upon such notice as may be pre-
scribed in the bylaws for calling such meeting
If directors.
Whenever any vacancy shall occur in said |
board of directors, or in any office of this cor
ooration, the same may be filled by the board |
If directors at any meeting thereof and all Of
icers ann directors shall hold their respective
'thces until their successors are elected
md qualified
ARTICLE VII.
1.-THE capital stock of this corporation shall be
divided into one thousand shares of fifty dollars
ZACH.
In testimony whereof we have hereunto set
,ur hands and seals this 26th day of February,
\. D. 1897.
REUBEN DIsBROW, (seal.)
DARIUS W. PAYNE, (Seal)
LEVI A. DISBROW, (Seal)
HORATIO n. SFEIYF. Seal