The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1906-11-22
UAAlIFlCATE OF INCORPORATION
GORHAM-BRAD COMPANY.

.A GoRHAM-BRADEN COMPANY
Know all men by these presents, that the
40 hereby associate themselves together as a
body corporate, pursuant to the provisions OF
nesota. and do hereby make. subscribe and ac-
knowledge this certificate of Incorporation. .
Sec. l. The mani AnI eof Said corporation shall
be Gorha M Rraden Company.
Sec 2. The general nature OF the business
behalf or as agent for other persons, associa-
lions or corporations, the doing of the things
and the carrying on of the kinds Of business
securing, writing and placing of insurance Of
any and all kinds, the collecting Of premiums
on policies Of insurance, and the CARRYING . on
buying owning, selling, negotiating and deal
ing In commercial paper, contracts, mortgages.
OF Indebtedness, negotiable securities its own
capital stock and the capital stock, bonds and
other obligations of other corpora lions, and In
respect to such capital stock OF other corpora
tons the having and exercising Of all the
rights, privileges and powers which natural
money on real estate personal or lateral Sc
eurity; the acquiring, owning. improving, car
Ing for, managing, operating, selling, leasing
ing in all kinds of property, real, personal and
mixed. and all kinds Of rights, franchises, es-
mxe
justing: enforcing, purchasing. owning and sell,
ing of accounts, chooses in action and all
all kinds Of insurance risks and the estimating,
appraisng, adjusting, settling and paying of
losses so, or damages to persons or property at RS
doing Of any and ali other things that may
be Incidental to the several kinds Of business
See. g. The principal place of transacting
the business of said corporation shall be the
city Of Minneapolis. county of Hennepin and
The period Of the duration of said corporation
shall be the term of thirty years from the
completion Of its organization.
ARTICLE III.
The names and places OF residence Of the in
corporators of said corporation are: George /.
Chadbourn, Charles E. Braden and Otto o. Toll
lefson. all of MINNEAPOLIS, Minnesota.
Sec l. The management of said corpora
ton shall be vested in a boasd Of not less than
three nor more than zine directors, and until
of directors shall consist of five members. The
board of directors shall be elected by and from
the stockholders of said corporation at the an
the office OF the said corporation in Mime.
apois Minnesota on the second Monday Of
of directors shall hold office for one year or
until their successors sU are elected and qualify
composing the board until the first election are
Chadbourn, Charles F. Braden, Charles N. Chad
bourn and Otto o. Tollefson, all of Minneapolis,
Minnesota.
ARTICLE v.
IT The amount Of capital stock Of said CORPORA:
$500 ooo) divided into one thousand shares
Of Of, I'll the eo par value of One Hundred Dollars 1
board Of directors shall prescribe. Forty Thou
sand Dollars $4,000 o0l of said stock shall be
hsreot s e stoc
preferred stock shall be entitled to cumulative.
preferential dividends at the rate of per cent
per annum, payable out of the net earnings Of
the corporation, and no dividends shall be paid
upon the common stock out of the net earnings
such dividends on the preferred stock. After
such dividends are so paid the common stock
shall be entitled to such dividends from the
of directors shall declare.
In case of the dissolution Of the said cor
or property at any time: said preferred stock
shall first be paid to the full amount of its face
value and then the remaining assets or property
of said corporation shall be paid to or divided
among the holders Of the common stock in the
proportion Of their respective holdings thereof.
corporation shall be entitled to one vote at any
and all stockholders meetings.. The said pre-
ferred stock shall not be entitled to any vote
rights whatever and shall not participate in
stockholders meetings.
said preferred stock. or any part thereof, at not
less than par, within such times and In such
manner a majority of the common stockhold-
Ing 50 acquired and retired said preferred stock
or any part thereof may again be reissued and
sold at not less than par, whenever majority
20 prescribe.
- ARTICLE W.
The highest amount Of indebtedness or liability
to which said corporation shall at any time be
subject shall be one hundred thousand dollars
ARTICLE VII
Sec. 1. The officers of said corporation
shall be a president, vice president, secretary
treasurer and such other officers as the bylaws
n1av Tho opHv viz 1nnt
shall be chosen from the directors, but no other
officer need be a director and any two Offices
except those of president and vice president
may be held by one person.
Sec: 2. The annual meeting Of the board Of
directors shall be. held at the office Of said
corporation Immediately after the adjournment
of the annual meeting Of the stockholders and at
such meeting the officers of said corporation
shall be elected and shall hold their respective
elected and qualify.
Sec. g. George l. Gorham shall be the first
bourn shall be its first Vice President. Charles
E. Braden shall be it's first Secretary and Otto
o.: Tollefson shall be its first Treasurer Said
elected and qualify
Sec 4. The first meeting Of said Corporation
shall be held at the office of Northwestern Fire
and Marine Insurance Company in the City OF
Minneapolis. Minnesota. on the 26th day of
November, 1905. at 10 o'clock am.
In witness whereof. the persons hereinbefore
hands and seals this Goth day of November,
1905.
GEORGE I. GORHAM, (seal.)
RODNEY W. CHADBOURN. (Seal.)
CHARLES n. CHADROURN, (Scal.)
8tt III CHARLES E. BRADEN, (Seal.)
# OTTO o. ToLLEFsON (seal.)
aS In presence of
E. D. Burlington,
B. w. Carpenter. ..... -..
STATE OF MINNESOTA, ..
County of Hennepin-ss. .-..-..
On this Goth day Of November. 1908. before
me personally appeared George 7. Gorham. Rod.
ney W. Chsdbourn. Charles N. Chadbourn
Charles E. Braden and Otto o. Tollefson, to me
known to be the persons described in and who
executed the foregoing instrument, and sever.
ally acknowledged that they executed the same
as their free act and deed.
B. W. CARPENTER,
Notary Public, Hennepin County, Minnesota
LNotarial Seal.]
H My commission expires Sept 10, 1911.
STATE OF MINNESOTA, ~ - T..
Department Of State. " =.
L hereby certify that the within instrument
was filed for record in this office on the q
was duly recorded in Book Ms of Interpretations
on page -. P. e. HANSON,
&E5 Secretary of State.
OFFICE OF REGISTER OF DEEDS,
State OF Minnesota, County of Hennepin 4s3
hereby certify that the within instrument
was fled for record in this office on the 21st
day of Nov, A. D. 1906. at 1O:45 O'Clock am.
and was duly recorded in Book LIP Of Misc.
page 351, &c. GEO. G. MERRILL.
Register of Deeds.
nv A w Stoo ronrtv Regiatar of Dooda