The Minneapolis journal., 1902-07-08

or structure, or useful for household or do
nestic purposes, and the doing and peform.
! ing OF all things essential and necessary to
the proper and efficient carrying on o3 the
manufacturing business aforesaid.
The principal place OF transactng the busi-
ness of said corporation and the location of i0
principal Office shall be in the city OF Minne-
apolts. county of Hennepin and state Of MIN
nesotai but Offices may DO maintained and
the business. OF said company may be carried
gnsd o or pr "
ARTICLE II.
The time of the commencement Of said core
poration shall be the 10th day of July, A.. D.
| 1902. and the period of its continuance shall
be the term of thirty 500 years from and after
the date Of commencement with the right of
renewal, as provided d16 BY law ",
The amour. of the capital stock of said
corporation shall be and Is the. SUM of five
hundred thousand (50O,oool dollars, which
shall be subscribed for, called and paid in at
| such times, in such amounts and IN such man
ner as the Board Of Directors of said corpora
direct, and said stock shall be divided into
common and preferred. as hereinafter stated.
-.z. ARTICLE ".
The highest amount of indebtedness or lia<
bility to which said corporation shall at any
time be subject shall be the sum of three
hundred thousand dp%1ig SO 94S o dollars %
| The names and places Of residence OF the per-
sons forming this association for Incorporation
are as follows, to wit: Edward M. Kemp and
! Henry A.. Rulnsey, both Of whom reside at
Chicago. in the state of Illinois; Harvey R.
Weesner, T. B. Janney and f. A: Chamber
lain, all of whom reside in the city Of Min
neapoils, in the state of Minnesota.
| ..-ss ARTICLE VI.
l. The government Of said corporation and the
nagement Of its affairs shall be vested in
| a Board of. Directors consisting of five per-
sons, and such officers and agents as said
Board of Directors shall elect or appoint.
Attleast two of the directors of said corpora
ti0n n jDnao ha hn1dorS of mr.
ferred stock and residents Of Minneapolis,
| Minnesota. The names of the first Board Of
Rumgey, Harvey R: Weesner, r: B. .Janney
and F. A. Chamberlain, who shall hold their
several offices, unless sooner disqualified, until
the first annual sneeting of the stockholders
OF said corporation to be held on the first
their successors are elected and qualified
be Edward NJ. Kemp, president and treasurer.
Harvey R. Weesner, vice president, and Henry
A. Rumsey, secretary. who shall hold their
be elected and qualified. The offices Of
president and treasurer. or Of vice president
anrso1 and may be held by the same
by the stockholders: All other officers shall
be elected annually by the Board of Directors
The first meeting of said corporation, and
at No. $50 Temple Court Building, in the city,
of Minneapolis, on the 10th day Of July A. D..
1902, at O'Clock in the afternoon of that
day. ,-.- -
|. The annual meeting Of the stockholders Of
said corporation, for the election Of Board
Of Directors, and the transaction of such
other business as may properly come before
it, shall be held at the office of said Com
pany in the city of Minneapolis, in the state
Of, Of Minnesota, Min on the first Tuesday in De-
forenoon. If for any reason there shall be
failure to elect directors by the stockhold->
ers at the time appointed therefor, such direc-
| tors may be elected at a special meeting of the
stockholders thereafter called for that purpose.
The officers Of said corporation shall! be elected
by the board of directors at its first meeting
after the annual meeting of the stockholders.
and if for any reason there shall be failure
by the Board of Directors to elect officers at
the time appointed therefor they may be elect
ed or appointed at any regular meeting of the
Board of Directors thereafter held, or at a
special meeting thereafter called for that
purpose. Directors and all officers shall
hold their offices until their successors are
elected or appointed, and vacancies occurring
in the Board of Directors may be filled by
elected to hold office until the next election OF
directors. =. ~ -
ARTICLE VII
The capital stock of said corporation shall
be divided into five thousand $4,000 shares Of
one hundred u00) dollars each. of which
preferred stock, and twenty-five hundred
(2,50o) shares shall be common stock. The
| rights, privileges and conditions following
i1)<%The common stock shall be subordinate
to the rights Of the preferred stock, except
that both preferred and common stock shall
l. f2) The said preferred stock shall earrysa
fixed cumulative PREFERENTIAL dividend at the
| rate of 6 per cent t6 per eentsper annum on
| the par value. thereof, and. such dividend
/. shall, comm encings an. i. 1903, be declared
January and July in each year. If il any
year dividends amounting to six per cent
(6 per,,cenD per annum shall not be paid on
such preferred stock, the deficiency shall be
profits.
with interest at the rate of six per cent Is per
cent? per annum, before any dividend shall
stock u ! @s@1 -, -
T (s) Out of the balance Of the net profits
for each after the Of said
est thereon, to the holders of the preferred
stock, dividend of not exceeding six per
cent (6 per cent? may be declared and paid
to the holders of the common stock; and II the
net profits for any year more than suffi-.
cient to pay. said dividends the balance of the.
vided W + and and paid as as a dividend equally to the
holders Of the common and preferred stock:
until each shall have received two per cent
six pc per cent Is per eent) above. provided fors
But all of the dividends, except the six pei
cent (6 per cent? to the preferred stockhold-
nor shall any such non cumulative dividends.
or any part thereof be paid except out of the
net earnings for the current year, when tho
same are declared and paid: If the neG
profits in or for any year shall exceed thel
amount required to pay the dividends abovSS
provided for, upon both the preferred andE
common stock, the same may bs distributed 4
and paid as dividend to the holders OF the !
common stock. PROVIDED, However, that
after Jan. l, 1905, .one-half of the net proftn
of said corporation remaining in any yead.
after the payment Of the dividends of etghll
per cent e per cent? upon the preferred and
common stock. as hereinbefore provided for.
shall be set apart, reserved and kept as al
surplus fund until said fund shall amount to-
the sum of two hundred and fifty thousand
(250,000), dollars which surplus or reserve
fund shall be kept and maintained intact as
| security for the payment OF the cumulative
payment of the preferred stock at par upon
liquidation or settlement of the affairs of said
corporation and part OF said reserve fund I;
shall be used or paid out for any other pur-
pose, without a vote in favor thereof of at
least three-fourths in amount OF the entire
stock Of said corporation.
~ In the event Of the liquidation OF
dissolution OF said corporation, all OF the as
| sets and funds thereof, remaining after the
payment of its indebtedness, shall be applied
stock the full amount thereof at par. and the
| accrued and unpaid dividends, II any, There
on, tefore any amount shall be paid upon
the common stock; and after such payment in
! full to the holders OF said preferred stock
all of the surplus, assets and funds OF said
| among the holders of the common stock.
() The entire property and plant OF sa1d
corporation shall not be sold, nor shall any
mortgage or other lien thereon be given or
made. without a vote an favor thereof OF
three-fourths in amount of the entire capital
stock OF said corporation.
| In witness whereof, the parties hereto have
hereurto set their hands, this third day OF
July, A. ID. 1902.
T - EDWARD M. KEMP,
l. g.. q. p WEElSNFR