The Catholic bulletin. [volume] (St. Paul, Minn.) 1911-1995, 1919-02-01
Certificate of Incorporation
The minnesota chemical Company

The Minnesota Chemical Company
This is to certify that we, the under
signed, do hereby associate ourselves
together for the purp pos b oy i Virtue Of
Chapter So of the General Statutes OF
| the State of Minnesota tor .ne ye ad
supplementary thereto, ana Tor tnaL
purpose do hereby adopt the following
articles:
The name of this corporation shall be
The Minnesota Chemical Company.
| ARTICLE IL
The objects and the nature of the
| business Of this corporation shall be the
manufacturing of cleaning compounas,
! partitions and soaps of all kinds; to-
gether with the conducting of all pusl-
ness necessary and incidental to suchi
ARTICLE III - - g
The time of the commencement or :
of FEBRUARY, 1919 and it shall continue
| thereafter for period of thirty (aoo
| years. .....
| of shall be at st. Paul, Minnesota, but 1t
| may establish offices in Minneapolis,
Minnesota, or such other place or places
as its board of directors may decide
| It's first meeting shall be held on the
| 18th day of February, 1919, at the off1ce
| of Philip J. Riordan, sos Oneida Block;
| Minneapolis. Minnesota, at the hour of
o'clock p. m.
| the persons forming this corporation
r. P. Baker, ST. Paul, MINI.
| J. D. Armitage Minneapolis. MINI.
A. E. Johnson, Minneapolis, Mimi.
The above named incorporators shall
constitute the; first board of directors
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 $1o0,0O0.00, divided
f SGc Of sch 9d ths Pho
ital stock, $50, shares, amounting to
| $75,0O0.00. shall be common stock and
$50 shares, amounting, to $25,ooO.O0,
shall be preferred. stock. Said stock
shall be paid in at such times, in such
amounts and in such manner as the
time prescribe.
The holders of the preferred stock
shall be entitled tied, TO- receive when ana nt
profits of the corporation, yearly divi-
) dends at the rate of 7 per cent, per
to be fixed by the bylaws. The divi-
dends on the preferred stock shall be:
cumulative and shall be payable before
shall be paid or set apart. so that If IN
any year dividends amounting to per
cent shall not haXe been PAID haf thereon ON
! dividends shall be paid, upon or set
apart for the common stock. Whenever
| all cumulative dividends on the pre-
ferred stock for all previous years shall
1 have been declared and shall become
: payable and the accrued dividends for
| the current year shall have been de-
clared and the company shall have paid
cumulative dividends for previous years
,, and such accrued dividends. the Board
l of Directors may declare dividends on
: the common stock payable then or
3 thereafter out of any remaining surplus
or net profits. In the event of any Il
quotation or dissolution or winding up
| voluntary or involuntary, of the corpo-
| ration, the holders Of the preterred
full both the par value of their shares
and the, unpaid dividends accrued
thereon before i any amount mt snail nno 01
stock, and after the payment to the
: holders of the preferred stock of its
, par value and unpaid accrued dividends
thereon, the remaining assets and funds
shall be divided and paid to the holders
/ of the common stock according to their
, stock and common stock may be in
e / creased according to law and may be
issued in such amounts and as shall be
determined by the Board OF Directors
g and as may be allowed by law.
ARTICLE V
> The highest amount of indebtedness
4 or liability of which this corporation
G shall at any time be subject is the sum
) of $2O0,OOO.oO..
q The government of this corporation
e and the management of it's affairs shall
e be vested in a Board of Directors
| three or more than five individuals, who
l. shall be elected from the stockholderS
at their annual meetingi which of ST. shall be
l. | of the corporation on the second
Wednesday in February, 1920 and Of Of
| each year thereafter. The officers of
Q this corporation shall be president, a
> vce-president, secretary and treas
I. urer, all of whom shall be elected by
4 the Board of Directors immediately
| after the annual meeting of the stock
holders. The Board of Directors and
- all officers save those heretofore and
| tnr
7, year and until their successors are
- elected and enter upon the discharge
e Said r. P Baker shall be the first
\ president and treasurer;
Said J. D. Armitage shall be the first
J Said 4. e. johnson shall be the first
l. secretary; and they shall serve in said
e offices respectively, until the first an
q until their successors are elected and
J. qualify. The Board of Directors may
| appoint not only the other officers OF
e the company but also one or more vice
| presidents, one or more assistant secfe-
. | taries, and one or more assistant treas
Ell urers, and to the extent provided IN
> the bylaws the persons so appointed
| respectively shall have and may exerc
S else all the powers, of the president, OF
. respectively. Subject always to by
n laws made by the stockholders, the
Board of Directors may. make by
| laws and from time to time alter and
t | amend or repeal any bylaws. but. any
= bylaws made by the Board of Direct
ors may be altered repealed by the
e stockholders at any annual meeting or
= at any special meeting provided notice
7 of such alteration or repeal is included
b in the notice of the meeting The
, | Board of Directors may fill any va
u cancies which may for any reason oc-
J. cur. either in their own membership
| or in any of the other offices of the
| corporation. At all stockholders meet
: ings, each holder of stock, common or
| preferred, shall be entitled to cast one
r vote for each share of such stock;
i whether common or preferred owned
: by him. All subscribers or owners of
= either common or preferred stock OF
! | this corporation shall be held to agree
| to the several provisions herein con-
n tanned, respecting the issuance thereof
6 and the rights and privileges thereun-
| to pertaining
In Witness Whereof we have here
), unto signed our names on this gath
| day of January, A. D. 1919.
r. p. BAKER,
r j. d. ARMITAGE,
III A. E. JOHNSON.
In presence Of ..5
r Philip, j. Riordan,
+ | Berenice Depue.