The Minneapolis journal., 1902-07-07
ARTICLES OF INCORPORATION OF THE
II r A SE,II LcLCN- AAAR CQMPANX

ARTICLES OF INCORPORATION OF THE
WABASH SCREEN DOOR COMPANY.
upderstgped mpI nee bel bging desirous % Of forming and
organizing a corporation, for the purpose OF
carrying on a manufacturing business under
and pursuant to the general laws OF the state
associate ourselves together for such purpose,
and to that end do hereby respectively adopt
and subscribe the following Articles OF In
cooperation, to wit:
ARTICLE l.
The name Of the corporation hereby formed
shall be and is The Wabash Screen Door
Company The general nature OF the busl-
ness Of said corporation shall be the manurac-
turing of screen doors and windows and other
kinds Of doors and windows. and door and
window frames, stove boards wash boards and
any other article of metal or wood pertaining
to or used in the erection of any building
structure. or useful for household or do
mestic purposes, and the doing and peform-
ing Of all things essential and necessary to
the proper and eficeht carrying on Of the
manufacturing business aforesaid.
The principal place of transacting the bust
ness of said corporation and the location of its
principal office shall be In the city OF Mime
apolis, county Of Hennepin and state Of Min
nesota; but Offices may be maintained and
the business of said company may be carried
on at any other. place or places IN any OF the
United States OF ARTIcTE AHST5fa Of IL ELSEWHERE
TIE time os the commencement Of said cor
pora.ion shall be the 10th day Of July, A; ?;
1902, and the period Of Its continuance shall
the date of COMMENCEMENT with the right OF
renewal, as provided by law.
ARTICLE Ill.
The amount OF the capital stock of said
corporation shall be and is the sum OF tVe
hundred thousand (o00.0oo) dollars, which
shall be subscribed for, called and paid in at
such times, in such amounts and in such man
uer as the Board of Directors of said corpora
ton shall from time to time prescribe and
direct, and said stock shall be divided into
common and preferred. as hereinafter stated.
ARTICLE ".
The highest amount of indebtedness or la
bility to which said corporation shall at any
time be subject shall be the sum of three
hundred thousand (S0o 00gl dollars.
The names and places of residence OF the per-
sons forming this association for incorporation
are as follows, to wit: Edward NJ. Kemp and
Henry A. Rumsey, 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
neapols, In the state ate OF Of N Minnesota. m
The government of said corporation and the
management of its affairs shall be vested in
q Board of Directors consisting Of five per-
sons, and such officers and agents said
Board of Directors shall elect or appoint.
At least two of the directors of said corpora
ton shall at all times be holders of pre-
Minnesota. The names Of the first Board sof
Directors are Edward NJ. Kemp, Henry A.
Rumsey, Harvey R. Weesner, T. B. Janney
and F. A. Chamberlain, who shall hold their
several Offices, unless sooner disqualified, until
the first annual meeting Of the stockholders
Of said corporation, to lbe held on the first
their successors are elected and qualified
The first officers of said corporation shall
be Edward N. Kemp, president and treasurer;
Harvey P. Weesner. vice president. and Henry
a. Rumsey, secretary, who shall hold their
Offices respectively until their successors shall
be elected and qualified. The offices Of
and treasurer, may be held by the same
person Directors shall be elected annually
BY the stockholders. AL other officers shall
be elected annually by the Board Of Directors.
The first meeting of said corporation. and
Of its first Board of Direct tors shall be held
at No. $50 Temple Court Building, in the city
of Minneapolis, on the 10th day of July, A. D.
1902, at 2 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
of Minnesota, on the first Tuesday in De-
cember in each year, at 10 o'clock in the
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
cd 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
the remainder of the Board. Directors so
elected to hold office until the next election of
directors.
ARTICLE VII.
The capital stock Of said corporation shall
he divided into five thousand $4,000 shares OF
one hundred 100) dollars each, Of which
twenty five hundred (2,5o0 shares shall be
preferred stock, and twenty-five hundred
(250O) shares shall be common stock. The
rights, privileges and conditions following
shall attach to the shares aforesaid, that, is to
say: '@
) ID The common stock shall be subordinate
to the rights Of the preferred stock. except
that both preferred and common stock shall
have equal voting powers. - $--1E- p
(O The said preferred stock shall carry
fixed cumulative preferential dividend at the
rate Of per cent (6 per cent? per annum on
the par value thereof, and such dividend
shall, commencing Jan. i, 1903, be declared
semiannually, payable on the first days OF
January and July in each year. If in any
year dividends amounting to six per cent
Is per cent? per annum shall not be paid on
such preferred stock, the deficiency shall be
q charge on the net profits, and be payable
with Interest at the rate of six per cent Is per
cent? per annum, before any dividend shall
be paid upon or set apart for the common
stock.
(3) Out of the balance of the net profits
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