The Catholic bulletin. [volume] (St. Paul, Minn.) 1911-1995, 1919-02-08
Certificate of Incorporation
The Minnesota Chemical Company

Tne minnesota Cnem1cal company
This is to certify that we, the under
together for the purpose of forming a
corporation, under and by virtue of
Chapter 5S of the General Statutes of
the State of Minnesota for the year
1913, and acts amendatory thereof and
supplementary thereto, and for that
purpose do hereby adopt the following
ARTICLE
The name of this corporation shall be
The Minnesota Chemical Company.
The objects and the nature OF the
business of this corporation snail be the
drugs. medicines, lotions, toilet pre-
parations and soaps of all KINGS; to-
| gether with the conducting Of all bust
ness necessary and incidental TO Such
ARTICLE III
| The time of the commencement of
this, corporation shall be the 10th day
| of February, 1919 and it shall continue
| thereafter for period of thirty (3O)
| years.
| The principal place of business there
of shall be at ST. Paul. Minnesota, but it
| may establish offices in Minneapolis
| as it's board of directors may decide.
| Its first meeting shall be held on the
of Philip J. Riordan, sos Oneida Block,
| minneapolis, Minnesota, at the hour of
| ARTICLE Nv
the persons forming this corporation
| are as follows:
R. P. Baker ST Paul, Mimi.
j. D. Armitage, Minneapolis Mimi.
constitute the first board of directors
and they shall serve until the first an
nual meeting of the stockholders and
until their successors are. elected and
| enter upon the discharge of their duties.
!, The total authorized capital stock of
| this corporation is 100000 divided
| into 000 shares of the V3lup of
500 each; of such total authorized cap
ital stock. $50 shares, amounting to
$50 shares, amounting, to $25,0OO.O0,
| shall be@preferred stock Said stock
t shall be paid in at such times, in such
amounts and in such manner as the
Board of Directors shall from time to
| time prescribe.
The holders of the preferred stock
i. shall be entitled to receive, when and
as declared from the surplus or net
j., profits of the corporation, yearly divi-
2 annum and no more, payable on dates
to be fixed by the bylaws. The divi-
!, dends on the preferred stock shall be
:, cumulative and shall, be payable before
any dividends on the common stock
shall be paid or set apart, so that If in
ndf to
. the deficiency shall be paid before any
t dividends shall be paid upon or set
: all cumulative dividends on the pre-
e ferred stock for all previous years shall
have been declared and shall become
d payable and the accrued dividends for
r the current year shall have been de-
| clared and the company shall have paid
and sueh aecrued dv ide the Board
L | of Directors may declare dividends on
/ the common stock payable then or
| or net profits. In the event of any Ii
J. quotation or dissolution or winding up,
voluntary or involuntary, Of the eor rpo5
: stock shall be entitled to be paid in
6 full both the par value of their shares
and the, unpaid dividends accrued
!. thereon before any amount shall be
o paid to the holders of the common
stock. and after the payment to the
It holders of the preferred stock of it's
par value and unpaid accrued dividends
| thereon. the remain ing assets and funds
t, shall be divided and paid to the holders
@ of the common stock according to their
respective shares. The said preferred
| stock and common stock may be in
n creased according to law and may, be
n determined by the Board of Directors
e and as may be allowed by law
The highest amount of indebtedness
: | or liability of which this corporation
shall at any time be subject is the sum
Oh SSoo'oO0'OoA ARTICLE vi
The government of this corporation
l. and the management of it's AFFAIRS shall
which shall consist of not less than
e three or more than five individuals, who
| shall be elected from the STOCKHOLDERS
at their annual meeting, which shall be
held at the principal place of business
of the corporation on the second
r. each year thereafter. The officers of
# this corporation shall be president, a
~ vice-president, a secretary and a treas U.s..
n the Board of Directors Immediately
II after the annual meeting of the stock
ecer the Save Bo9 chose of
y hereinafter named shall serve for one
L. year and until their successors are
D. elected and enter upon the discharge
ID said r. P. Baker shall be the first
president and treasurer; g..
Said j. D. Armitage shall be the first
lie vice -president, and
70 Said A E. Johnson shall be the first
secretary; and they shall serve in said
n offices respectively until the first an
10 nual meeting of the stockholders and
70 until their successors are elected and
/ qualify. The Board of Directors may
appoint not only the other officers OF
y the company but also one or more vice.
d presidents, one or more assistant secre-
y | urers, and to the extent provided IN
n the bylaws the persons SO appointed
e respectively shall haxe t and may e exe If
the secretary and of the treasurer
e respectively Subject alWays to BY BY
is Boar Board 'l Of Directors iF tors may make by;
:, laws and from time to time alter and
amend or repeal any bylaws but any
- 4 ors may be altered or repealed by the
L stockholders at any annual meeting or
l. at any special meeting provided notice
. of such alteration or repeal is included
Re in the notice of the meeting. The
Board of Directors may fill any va
. cancies which may. for any reason oc-
IS cur, either in their own membership
r. or in any of the other Offices of the
> corporation. At all stockholders meet
y ings, each holder of stock, common or
V preferred, shall be entitled to cast one
;, vote, for each share Of such stock
| whether common or preferred, owned
n by him. All subscribers or owners of
: either common or preferred stock OF OF
S this corporation shall be held to agree
to the several provisions herein con-
tanned, respecting the. issuance thereof
q and the rights and privileges thereun
to pertaining.
r In Witness Whereof, we have here
u unto signed our names on this ,24th
e day of January, A D. 1919.
II | r. =. BAKER,
j. D. ARMITAGE,
X A. E. JOHNSON.
h ! In presence of:
. | Philip J. Riordan,