The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1906-11-22
CERTIFICATE OF TNCoKPoK1TToN
GORHAM-BRADEN COMPANY


GoRHAM-BRADEN COMPANY.
Know all men by these presents, that the
undersigned. citizens, of the state Of Minnesota,
90 hereby associate themselves together a
eoe to the
nesota, and do hereby make subscribe and ac-
knowledge this certiaeate of incorporation.
Bee. l. The eof said corporation shall
be Gorham -Braden Company.
Sec 2 The general nature of the business
or said corporation shall be, either in it's own
behalf or as agent for other persons associa-
lions or corporations, the doing of the things
herenafter set forth namely ' The soliciting
securing, writing and placing of insurance Of
any and all kinds, the collecting Of premiums
OF general insurance agency business; the
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
respect to such capital stock of other corpora
tons the having and exercising Of all the
person might have or exercise; the loaning Of
money on real estate personal or collateral Sc
seurity; the acquiring, owning. improving, car
mortgaging and otherwise disposing Of and deal.
ing In all kinds Of property. real, personal and
mixed. and all kinds Of rights franchises es-
tates and liens in and upon property, real,
personal and mixed; the collecting, settling ad-
justing. enforcing, purchasing, owning and sell.
forms of indebtedness, and the inspecting. of
all kinds Of insurance risks and the estimating.
losses or damages to persons s or property ars
ing from fire, accident or other causes, and the
doing Of any and ali other things that ., may
hereinbefore specified.
See. 3. The principal place of transacting
the business OF said corporation shall be the
city OF Minneapolis. county of Hennepin and
state of Minnesota
ARTICLE II.
~ tbo ~ old ion
shall be the term of thirty years from the
completion Of its organization.
ARTICLE III.
corporators Of said corporation are: George /.
GHsham Rodney w Ehadbonrn Ctn m N
lefson, all of Minneapolis, Minnesota.
ARTICLE w.
: Sec. I. The management Of said corpora
three more than zine directors, and until
otherwise fixed by the stockholders, the board
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
nual meeting thereof. which shall be held l at
apolis. Minnesota, on the second Monday of
January in each year. Members of said board
of directors shall hold office for year or
until their successors elected and qualify.
Sec 2. The names and addresses of those
composing the board until the first election are al,
Chadbourn, Charles E. Braden, Charles N. Chad
bourn and Otto o. Tollefson, all of Minneapolis,
minnesota.
ARTICLE v.
The amount Of capital stock Of said CORPORA
ton shall be One Hundred Thousand Dollars
($1OO ,OOO.O0) divided into one thousand shares
of the par value of One Hundred Dollars
,(s1oooo( each, and shall be- paid in as s., the
sand Dollars $40 1000 COY OF said stock shall be
preferred and Sixty Thousand Dollars $780,
>Ooo:o0) thereof shall be common stock. The
preferred stock shall be entitled to cumulative.
preferential dividends at the rate of 6 per cent
per annum, payable, out Of the net earnings Of
upon the common stock out of the net earnings
Of the corporation until after the payment o. of
s sc the 1ad Ss
shall be entitled to such dividends from the
net earnings of the corporation us the board
of directors shall declare.
In case of the dissolution Of the said cor
poration other final distribution Of Its assets
os or y at tin time said of d.
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:
Each share of the common stock Of the said
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
and the holders thereof shall have no voting
rights whatever and shall not participate in
stockholders meetings.
The said corporation may acquire and retire
said preferred stock or any part thereof, at not
manner majority Of the common stockhold-
ers may, by resolution prescribe, and after be-
Ing acquired and retired said preferred stock
or any part thereof. may again be reissued and
sold at not less than par. whenever majority
of the common stockholders by resolution shall
prescribe.
The highest amount Of Indebtedness or liability
to which said corporation shall at any time be
ARTICLE VII.
Sec. 1. The officers of said corporation
shall be president vice president, secretary
treasurer and such other officers the bylaws
may provide. The president and vice president
shall be chosen from the directors, but no either
except those Of president and vice president
may be held ID, by one Perso ontna . +na hoard
directors shall be held at the, office of sale
corporation immediately. after the Adjournment
shall be elected and shall hold their respective
offices for one year Or until their successors are
Sec. 8. George I. Gorham shall be the frs
President of said Corporation, Rodney W Chad
E. Braden shall be its first Secretary and OFT
o. Tollefson shall be its first Treasurer. Sal
officers shall serve until their successors ar
Sec. A. The first meeting Of said Corporation
shall be held at the office Of Northwestern Fir
and Marine Insurance Company in the City o
November, 1905. at 10 O'Clock
In witness whereof the persons hereinbefor
named incorporators have hereunto set thei
1906.
GEORGE I. GORHAM, a., (Seal)
RODNEY W. CHADBOURN. fSeal)
CHARLES n. CHADBOURN, (Seal.)
,,t CHARLES Z. BRADEN,. (Seal)
OTTO o. TOLLEFSON. (Sea1)
XII In presence Of
E. D. Burlington, I
B. W. Carpenter. 81
) STATE OF MINNESOTA, .. g., H..
County of Hennepin-ss. -.E.-.... ..... . Al.
On this goth day Of November. 1905. befor
rue personally appeared George I. Gorham Rod
ney W. Chsdbourn Charles N. Chadbourr
Charles E. Braden and Otto o. Tolefson, to m
z lr,oSr to hn he narso in, nd ruh