Evening times-Republican. [volume] (Marshalltown, Iowa) 1890-1923, 1911-10-12
NOTICE OF INCORPORATION.

dersigned have formed an Association
and Body Corporate. under the laws OF
the state of Iowa, and that the name
of scuh Corporation is The Benedict
Flour and Feed Company, Of Marshall
town, Iowa, with its principal place of
business at Marshalltown, Marshall
county, Iowa; that the general nature
of the business and object Of said cor
Pcration shall be to purchase, own and
sell flour, feed and grain and to manu-
facture sundry products thereof and to
take and hold such equipment. to-
gether with such real estate or interest
therein as may be necessary for the
prosecution Of such business, or in the
settlement and adjustment Of claims
and accounts IN connection Herewith.
That the capital stock authorized by
said corporation is $4,000. divided in
to shares of one hundred dollars each.
All stock to be paid for in full value
when issued and shall be non assessi-
bile, all as provided by law.
That the private property of the
stockholders and members of such
corporation shall not be liable for cor
porate debts. and this article shall not
be altered or amended; that the cor
poration at no time shall become in
debted in greater amount than two
thirds of its paid UP capital; that the
corporation was authorized to COM
mence business on the Goth day of
September, A. D.. 1911, and to continue
for twenty (20) years thereafter, with
right Of renewal, unless sooner dis
solved by majority Of the stock;
That the seal of the incorporation
shall be engraved: The Benedict Flour
and Feed Company, of Marsha lltown,
Iowa, in circular form, with the word
Seal engraved across. That the affairs
of said corporation shall be under the
direction and control of three 90 d.
rectors, who shall be stockholders Of
the corporation. The board OF direc-
tors Of said corporation shall be elected
by ballot at the annual meeting Of the
stockholders. which meeting shall be
held on the first Monday of August Of
each year, and the board of directors
so constituted shall annually. upon the
adjournment Of the meeting of the
stockholders meet and elect from their
body president and secretary and
treasurer, who shall be the officers Of
the corporation and Of the board of d.
Tectors, and the said board Of directors
may appoint such other officers and
agents as they may deem necessary in
the proper transaction and manage
ment OF the business Of the corpora
ton and may remove the same at
pleasure that the president and secre-
tary of the corporation, under the or
Ger, authority and direction of the
board of directors, shall execute all
sealed instruments under the seal of
the corporation and all officers elected
or appointed by the board Of directors.
under authority of the articles of in
corporation Of said corporation. shall
perform such duties as usually devolve
upon such officers, or which may be
prescribed by the order Of such board
That until the first annual meeting
of the stockholders of said corporation,
to be held on the first Monday OF Au-
gust, A. D., 1912, the board of directors
of such corporation shall be: E1nmer E.
Benedict. John " Bass and Lemuel
E. Herring. and until such meeting
the officers Of the board Of directors
OF said corporation and Of the cor
poration, shall be: President. Emmer
e. Benedict; secretary. John V. Bass:
treasurer. Lemuel E. Herring, who
shall serve until their successors are
elected; that special meeting of the
stockholders may be called by the
president upon written request OF
oSoSEA@ioAACsS o"Al1Il6, III LIE dSSISSdIc,
one-half Of the capital stock, ten days
notice Of the time and place of such
meeting being given in writing, mailed
to the postoffice address Of each stock
holder. as shown by the books of the
corporation; that the meeting of the
stockholders shall be held at the prin-
cipal place Of business Of the corpora
ton, unless by unanimous consent Of
the stockholders it is determined to
hold meeting elsewhere. AT each
meeting Of the stockholders each
stakeholder shall be entitled to one
vote for every share Of stock he may
own, as shown by the books of the
corporation. Shares may be voted in
person or by proxy, when such proxy,
duly executed in print or writing, is
filed with the secretary of the cor
poration ten days prior to the meeting
at which the vote is offered. At all
stockholders meeting a majority of
the stock shall be necessary to consti-
tute quorum for the transaction of
business: that the board of directors
shall hold their meetings at such times
as may be fixed by the order of such
board or upon the written request of
one director. In all meetings of the
board of directors each director shall
Uc eHIltIeU 10 one vote, EeSdIOleSS OIL
the amount Of stock he may own; the
president, however, Of such corporation
shall have the power to veto any order
of the board Of directors, and in the
event Of such veto such order shall
not prevail unless passed at the next
subsequent meeting of the board of di-
rectors by a three fourths (A) vote OF
the entire membership Of such board:
that any bylaws not In conflict with
the articles Of incorporation or the
statutes Of Iowa. may be made by the
board Of directors; that they may act
by majority OF their members. except
where otherwise provided, and do all
things necessary In conducting this
general business Of such corporation.
rot IN conflict with these articles OF
Incorporation. and that such articles
may ~ amended or the capital stock
and number Of shares may be increased
at any annual meeting of the stock
holders or any different meeting spe-
cially called for that purpose by g
majority Of the stock, except as here
inbefore specified.
Dated this 5th day of October A. D.,
1911.
EMMER E. BENEDICT,
JOHN " BASS.
LEMUEL E. HERRING.