New Ulm review., 1921-10-26

SOF he LEX KlIFlOAlE OF
INCORPORATION OF THE
NEW ULM ROLLER MILL
COMPANY.
State of Minnesota,
County of B own SIS.
We, ]. L. Schoch, President, and
Aug. C. Dahl, Secretary, of the New
Ulm Roller Mill Company, a corpora
tion organized and existing under the
laws of the State of Minnesota, do
hereby certify:
That at special meeting of the
stockholders of said corporation, called
for the expressly stated purpose of con-
sidering and acting upon the amend
ments to the Certificate of Incorpora-
tion OF said Company, hereinafter
mentioned, duly held at the principal
place of business os said Company at
New Ulm in said County and State on
the 10th day of October, 1921, at 4
o'clock in the afternoon of said day, of
which due notice was given to all of
the stockholders of said Company as
required by law, and at which meeting
all of the stockholders of said Company
were present and voted, the following
resolution was duly adopted by the
unanimous vote, OF all of the stock
holders of said Company, to wit:
3 q
''Be it resolved by the stockholders
of the New Ulm Roller Mill Company
that Article l of the articles of Incor-
poration of this Company be amended
so as to read as follows:
article I: The corporate name of
this corporation s. hall be New Ulm
Roller Mill Company.
The general nature of its business
shall be to manufacture flour, mea and
all ether products of grain; to market
and sell the products so manufac ured
by it and to do any and all other
things necessary for the transaction
of the aforesaid business.
The principal place of transacting
the business of said corporation shall
be at New Ulm, Brown County, Min
nesota." ~
Be it further resolved that Article II
OF the articles OF inco poration OF this
Company be amended so as to read as
70 lows:
Article II: The total capita stock
of this corporation shall be Two humid
red thousand Dollars l$2OO,OOO, Of
which One hundred thousand Dollars
($1OO,OOO), divided into one thousand
lOO0) shares Of the par value of One
Hundred Dollars ($100) each, shall be
CON mon stock; and One Hundred
thousand Dollars ($100,00O), divided
into one thousand 10000 shares of one
hundred Dollars ($100) each, shall be
preferred stock.
The capital stock shall be issued at
such time and in such amounts as
shall be determined by the Board of
Directors, and may be increased from
tine o,time according to Jaw. Z.
No stock shall be sold fer ,ess than
par value.
The manager ent and control Of the
Company shall be vested exclusively
in the holders of the Common stock Of
the Company and the holders of the
preferred stock shall have no voting
power on any question.
The holders of the preferred stock
shall be entitled to receive when and
as declared from the surplus or net
profits of the corporation, dividends at
the rate of six per cent per annum, and
no more, payable semi-annually on
April lst and October 1st of each year.
The dividends on the preferred stock
shall be accumulative and shall be pay
able before any dividends on the CON-
mon stock shall be set apart or paid; SO
that if the corporation shall fail during
any year to pay dividends on the out
standing preferred stock at the rate Of
six per cent per annum, the deficiency
shall be fully paid before any dividends
shall be paid or set apart for the COM
mon stock.
In the event Of the liquidatiop, dis.
solution or winding up of the corpora
ton, whether voluntary or involun.
tray, there shall be paid to the holders
Of the preferred stock the full pal
value thereof and the unpaid accrued
dividends thereon, before any sun
shall be paid or any Of the assets of tht
corporation distributed among the
holders OF the common stock. Aftel
payment is made to the holders of pre-
ferred stock, as hereinbefore provided
the remaining assets of the corpora
ton shall be divided among and be
tween the holders of the common
stock, according to their respective
shares.
The whole or any part Of the pre-
ferred stock may be redeemed and re
tired at any time at the option of tn
Board Of Directors by paying in casl
the par value thereof and all unpai,
i accrued dividends thereon at the tim