The Kimball graphic. (Kimball, Brule County, Dakota [S.D.]) 1883-1905, 1901-03-30

THE KIMBALL GRAPHIC
cLATE R. TINAN.
Official Plnsl Of tha citI and County
RE SURE YOU ARE RionII.

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Nors new crpameries will start up In
the state this spring than for two or
three years back. The promoters Of
them will do well to heed the advice OF
A. II. Wheaton, professor Of dairy ing at
the Brookings Agricultural college, as
Get ont 10 q recent article In . late num-
ber of the Dakota Farmer. Prof. Mhea-
ton particularly emphasizes the impor.
tance Of drafting the bylaws SO as not
to conflict with the common Law govern
ing all corporations. He points out also,
the expsdiency OF making the capital
stock large enough to cover anv possible
enlargement Of the business, az 1t costs
no more to incorporate for $1,000 than,
for 5000 or lsss. Prof. Wheaton says
that the shares should not be less than
$50. as the holder Of such an amount OF
stock will naturally be more interested
In the plant than II he had put but SlO
or $25 into It; IL the latter amount, he
might consider 1t rs asgift more than an
actual holding In the company. The
GRAPHIC has noticed that those cream
cries which Incorporated with $50 shares
have invariably gotten out Of debt and
onto q paying basis In q very much
shorter time than those with shares In
smaller amounts.
Apropos Of the care necessary In the
drafting Of the bylaws, Che promoters OF
q1itea q number Of creameries have seen
fit 10 change prescribed form, thinking
TO better 1t, with the result that such
companies are liable at any time to get
into serious difficulties, In that the
c0uris weuld not sustain some sections
OF their bylaws.
When creamery company or other
incorporates, 1t is protected under the
corporation laws OF the state-for one
thing the stock Is worcestershire for any
purpose. The state, on Its part, demands
certain conditions. Take the Kimball
Creamery company, for an illustration.
This COMPANY is incorporated with 81. 900
capital stock, and shares at $50. When
the business men OF the town turned in
to the company a year ago their shares,
these shares we're re-issued In half
shares at $25 each. There is nothing in
the charter or In the bylaws that recog-
nizes half shares In any manner, and
their issue is clearly illegal. Before the
old secretary resigned, be fatty refused
to eign any such shares ii called upon to
do 80. Not only could the holders OF the
regular $50 shares prevent those holding
half shares from having any voice In the
management OF the company, but In
case Of loss BY fire there might come up
. serious difficulty over the insurance
money. Again, the supreme court OF
this state has ruled that the bylaws OF
an incorporated company cannot be
changed nor amended without the col-
sent Of the holders Of two.thirds Of the
capital stock. Il is not sufficient that
ishere shall be representation Of two
thirds Of the capital stock at meeting.
There must be two thirds Of the capital
Its 4 voting AYE" This is the rule Of
Sia prporations, for that matter; and
ars gh the wording Of thus particular
r. Con Of the bylaws o. the K'mball
creamery may give ground for double
Interpretation, any court will rule as
here stated.
The fact that no is harmed, no
ones rights interfered with, and nobody
kicking when things are not done 'accor-
ding to Hoyle" Is no indication that har.
mony and bliss will always prevail. It
is just as easy to do business on business
PRINCIPLES rs like boys play. Any other
course may preclpitate a jangle at any
moment that twenty lawyers couldn't
untangle. Creamery companies should
60 conduct their busines, that there is
no opening for some dissatisfied stock.
holder, or bunch Of them, to knock
things endways.
Be sure you are right aud then 60
ahead.
IL Qsnuv En11a Dea.n, Ul,o oo,.. J. q ~