The Minneapolis journal., 1901-12-31

ARTICLES OF INCORPORATION OF THE
BOYD Transfer and Storage Company
we, the undersigned, for the purpose of
forming corporation under and by virtue
o. Title two CD, Chapter thirty-four of the
Senerai Statutes Of eighteen hundred ninety
a1ua aour Oh tne state OF Minnesota, and the acts
amendatory thereto do hereby associate our
serves together and do adopt and sign the
following articles of Incorporation:
ARTICLE l.
The name OF this corporation shall be t'THE
BOYD TRANSFER ( STORAGE CoMPA-
NY" Its principal place Of business shall
pc the city OF Minneapolis, in the county OF
Hennepln and state OF Minnesota.
ARTICLE II.
The general nature of the business of this
corporation shall be the transportation and
storage OF goods, merchandise and other ma
terlals or commodities; the leasing or fur
nlshlng, on contract or agreement, of teams,
trucks. wagons, ETC.; the sale and delivery
OF water and ice; the buying, selling and
and of sugar and other merchandise, and the
owning, keeping and maintaining Of all such
horses, harness. trucks, wagons or other
goods chattels and belongings as may be
necessary or advantageous for the purpose
OF carrying on the business aforesaid Also,
to acquire, hold, lease, let, improve mort
gage, sell and convey all such real estate an
may be necessary or convenient for the pur-
pose OF conducting or disposing Of the said
business.
ARTICLE III.
The time of the commencement Of this cor
poration shall be the first (1st) day Of jan
uary, A. D. 1902. and it shall continue thirty
years.
ARTICLE Nv.
The amount Of the capital stock Of this
corporation shall be one hundred thousand
dollars ($10O,000), which shall be divided into
one thousand shares Of one hundred dollars
each. Stock shall be issued at such times,
and in such amounts, as the board Of direct
ors may determine. All shares Of stock shall
be full paid and on-assessable, and no
share shall be issued or sold by the COM
pany for less than its par value.
ARTICLE v.
NO Indebtedness or liability shall be in
CURED for this corporation by any officer or
agent thereof without the authority OF the
board OF directors, and the unsecured in
debtedness OF the corporation shall at no
time exceed twenty-five thousand dollars
ARTICLE vi.
The persons forming this company for in
corporation are Harlow H. Chamberlain,
Charles T. Chamberlain, Louis NJ Chamber
lain, Frank E. Lampson, Emma Chamberlain
and Grace Steele. all of Minneapolis, Henne-
ARTICLE VII.
The government of this corporation and th0
management of its affairs shall be vested in
board of directors composed OF seven per-
sons, who shall be stockholders, and in such
officers and employees as the said board OF
directors may appoint. The persons named
in Article VI herein, together with Edward
d: Hamill OF Denver, Colorado. shall con-
stitute the first board of directors and shall
serve until the fret annual meeting OF the
stockholders and until their successors are
duly chosen and qualified
The annual melting of the stockholders shall
be held on the Wednesday following the first
Monday in January in each year, at which
meeting there shall be an election Of direct
cessors are duly chosen and qualified At
such elections and meetings each share Of
outstanding stock shall be entitled to one
vote, to be voted by the owner or holder
thereof, or by his duly appointed proxy.
Within twenty -four hours after each annual
meeting Of the stockholders there shall be
held an annual meeting. of the board Of d.
rectors, at which meeting the board shall
/ elect from their own number president first
vice president second vice president secre-
tary and treasurer, each of whom shall serve
one year or until his successor is duly chosen
and qualified. The board of directors shall
also appoint such other officers or agents as
they may find necessary or advisable for the
proper transaction of the company's business,
such officers or agents to be subject, both as
to term and tenure of office, to the pleasure
of the said board. Until the first annual meet
OF the board OF directors and until their sue
cessors are duly elected and qualified, H. II.
Chamberlain shall serve as president, L. NJ.
Chamberlain as first vice president. c. T.
Chamberlain as second vice president F. Z.
Lanpson as secretary and E. D. Hamill as
treasurer.
Vacancies in Office or in the board of direc-
| tors may be filled by appointment of ma
jority Of the board Of directors at any meet
ing of the board.
ARTICLE VIII.
The shares Of stock of this corporation NAV
be issued as preferred or common as the board
of directors may in each case determine pro-
vided however, that the issue Of either pre-
ferred or common stock, respectively shall
not exceed one-half of the total authorized
capital stock OF the company.
ARTICLE TX.
The regular dividends the stock of this
corporation shall be payable quarterly at the
rate Of eight 80 per centum per annum, and
the dividend for each quarter Of the calendar
year shall be payable on the tenth day OF
the month following that in which it expires
namely, on the tenth days of January, April
July and October.
The holders of preferred stock shall be en-
titled to draw dividends thereon, out of any
surplus profits which may be available
for the payment of dividends, or in case the
amount Of such surplus profits is not
sufficient to pay in full any quarterly divi-
dend on the preferred stock, the directors
shall declare dividend thereon at such lower
rate as the amount of such surplus or profits
will permit.
The holders of common stock shall be enti-
tied to draw regular quarterly dividends
thereon out Of such part of the undivided
profits as may remain after making provision
for the surplus requirements, in accordance
with article X, and for the payment Of ac-
crued dividends on the preferred stock pro-
vided, however, that If the profits shall be
insufficient for the full payment Of any quar-
terly dividend on the common stock the board
Of directors may declare a dividend at a
lower rate or pass the dividend, as they
deem advisable
The board of directors at any regular or
special meeting may declare special divi-
QenQ ON Un0 common STOCK TO De payable at
such time and in such manner they may
direct, provided however, that the amount to
be distributed in any special dividend shall
not reduce the undivied profits below the
amount required to pay all accrued dividends
and the two succeeding quarterly dividends.
ARTICLE X.
To ensure the more certain and regular
payment Of dividends on the preferred stock
of this company, there shall be carried to a
special fund or account to be known as the
surplus a portion Of the resources or profits
Of the company amounting at all times to not
less than twenty per centum of the amount
Of preferred stock outstanding, provided,
however, that when the undivided profits are
exhausted the surplus may be reduced below
the required amount for the purpose Of pay
ing dividends on the preferred stock or for
liquidation of any losses incurred by the
company.
In testimony whereof. witness the hands and
seals Of the parties hereto this 18th day Of
December A. D. 1901.
H. H. CHAMBERLAIN f(SeaD.
LOUIS NJ CHAMBERLAIN (SeaD.
CHARLES r. CHAMBERLAIN (SeaD.
FRANK E. LAMPSON (SeaD.
EMMA CHAMBERLAIN (SeaD.
GRACE STEELE (Seal).