The Bemidji daily pioneer. [volume] (Bemidji, Minn.) 1904-1971, 1921-03-08
cERT1F1cATE or AMENDMENT OF
THE CERTIFIcATE OF INcoRPoRA-
TON OF BE1d1DJ1 MANUFACTURE
ING COMPANY. ~

We, \. NJ. Bagley and W. l.. Brooks,
the president and secretary, respectively
Of Bemidji Manufacturing Company, 4
duly organized and existing Minnesota
corporation, having its principal place
Of business at Renidji Minnesota. 10
of the common stockholders OF said cor
porat ton was duly called ana heidi atithe
once or the company. at Bemidji, Mip-
nesota, on the ~28th day of February;
1921; that at said meeting the owners
or q majority Of the common stock of
said corporation were present in person
or by proxy, and that at said meeting
the following resolution was duly moved
seconded and adopted 10y the unanimous
vote Of the holders of all the common
stock represented at said meeting which
vote in favor OF said resolution was q
majority OF the total outstanding COM
mon stock Of the Company, which said
resolution is as follows:
Be 1t Resolved by the common stock
, holders Of Bemidii Manufacturing Com
pany that Article III. of the Certificate
of incorporation Of Bemidji Manufacture
ing Company Minnesota corporation
wit: ~. y |.
l:.o ARTICLE Ill.,,
Section l. The amount Of the capital
stock of this corporation shall be Two
Hundred Thousand Dollars ($200, 000.O0),
which shall be paid in. subject to the
contained. In money or property. or both,
in suchx Wk3pner, ne such times and in
such amoiifits as TIE Board Of Directors
Section 2. THE capital stock shall be
divided into two thousand (2,Ooo) shares,
Of the par value Of One Hundred Dollars
t$1o0.00) each. or said stock, seven
hundred fifty t75o) shares shall be com
mon stock and one thousand two hum
dred fifty N.250) shares shall be prefer
red stock; Of which pref erred stock, sew
en- hundredsfifty 75o)" shares shall be
maturing preferred stock, according to
contained and hve hundred (5OO) shares
shall be non maturing preferred stock.
Section 3. The holders Of preferred
stock. both maturing and non-maturng,
shall be entitled to receive from. the sur
plus or the net profits Of the corporation
a yearly cumulative dividend or ten per
cent .ef41Sd), and no more paya bile; as to
the maturing preferred stock, in four
60 equal installmerts on; The first days
of january. April, July and October of
each year. and on Julyg15th of each year
as to the non-maturing preferred stock,
before any dividend. shall be paid on the
common stock. On dissolution or liqui-.
dation-of the corporation. the holders OF
the preferred stock, both maturing and
non-ma turing, shall be entitled to re-
ceive the full par value Of the preferrd'
stock and all unpaid dividends accrued
thereon before any payment is made on
manning shall be distributed ratably
among the holders Of the common stock,
share and share alike
Section 4. -. No preferred stock shall be
issued except upon payment therefor
in cash. atiGpt less than par, at or before
it's issuancesand all preferred stock shall
be dated as issued: and the maturing
preferred stock shall ma ture Four Thou
sand Dollars s4,o0a0o) on the first day
of january, OF each year, commencing
with the year I92s:and Thirty-tive Hun
drcd Dollars ($3,5c0.00) on the first day
of July of each year. commencing with
the year 1893, until all of the authorized
and sha Issued Isl rhr preferred stock
turity Of said maturing preferred stock
shall appear on tie face of each certif-
cate. Preferred stock that: has been re-
deemed Or retired at maturity shall not
be re-issued. Maturing preferred stock
shall be redeemable at the option Of the
Company on any dividend date Whereof
at u price of One Hundred Five Dollars
'$105.00) per share plus accrued and un-
paid dividends and shall be redeemed
in the order Of the latest outstanding
maturties.
Section 5. The Company shall cause
to be paid to the Registrar of the ma
turing preferred stock. to be designated
by the Board of Directors Of the Com
pany, on the 18th day of each and every
month while any Of said maturing pre-
ferred stock is outstanding, commencing
with the month Of April. 1921, as a sink
ing fund for paying the dividends on the
to one-twelfth l-12) of the yearly
cumulative dividend of ten per cent
IO%) on the total amount Of maturing
preferred stock then outstanding. and
shall also so pay on the 18TH day of each
and every. month. commencing with tn"
month of July, 1922, while any Of said
maturing preferred stock is outstanh-
ing, an amount equal to one-sixth t-6)
of the par value of the maturing pre-
ferred stock to mature at the next en-
suing maturity date, as sinking fund
for paying and retiring the maturing
preferred stock as it shall mature, and
shall further so pay fifteen G5) days
prior to each dividend date Il sum suffi-
cient to make up any deficiency in the
moneys so paid to the Registrar neces-
sary for paying the total dividends on
said next dividend date. No dividend on
the common stock shall be declared If
any of such payments are in arrears
Should any dividenN on any. maturing
preferred stdcks be hot paid when pay
able, as above provided, then and / SO
long as such dividehds. or any part
the preferred stock in respect of which
such dividends or any part thereof re-
main unpaid shalr be entitled to voting
power thereon equal as to each share Of
that belong to the holderssof each. share
of common stoeks but supon such divi-
dend Or unpaidap part thereof being paid:
the voting power upon such preferred
stock shall again cease and shall no.
jrevest until similar default in dividends
shall again accrue.
Section 6. Prior to the retirement or
redemption of all of the maturing pre-
fori'ed stock, no obligation shall be Gre
ated or incurred by the corporation
which shall he paramount to or on n
parity with the preferred stock of the
company, except current bank loans or
accounts running not to exceed one Cd
syear. and no mortgage or lien. except
purchase money mortgages, shall be
placed. assumed or created upon any of
the property of the Company unless the
holders of eightytper cent (S0T }. of the
outstanding; maturing preferred stock
shall consent thereto.
Section .. The Company shall pay the
normal Federal Income tax. not to ex-