The Bemidji daily pioneer. [volume] (Bemidji, Minn.) 1904-1971, 1921-03-07
OF AMENDMENT OF
THE CERT1FIcATE OF INCo1PoRA-
rIoN or BEHIDJI MANUFACTURE
ING COMPANY
Gas BuIggies-

THE CERT1FIcATE OF 1NCo1PoRA-
rIoN or BE1G1DJ1 1RANuFAcTUR-
ING COMPANY.
We A. M Bagley and w. L. Brooks,
the president and secretary, respectively.
of Bemidji Manufacturing Company,
duly organized and existing Minnesota
corporation, having it's principal place
of business at Belnidji, Minnesota. do
hereby certify that a special meeting
Of the common stockholders Of said cor
poration was duly called and held at the
office Of the company, at Bemidii Min
1921; that at said meeting the owners
of Il 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 by 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:
Re It Resolved by the common stock
holders of Bemidji Manufacturing Com
pany that Article III. of the Certificate
of incorporation of Bemidji Manufacture
be amended so as to read as follows, to-
wit:
ARTICLE III.
Section I: The amount: Of the capital
stock of this corporation shall be Two
Hundred Thousand Dollars ($200,00O.00).
which shall be paid in, subject to the
provisions in this Article hereinafter
contained. in money orsproperty, or both.
in such manner. at such times and in
such amounts as the Board of Directors
may determine.
Section e The capital stock shall be
divided into two thousand (2,0O0) shares,
of the par value of One Hundred Dollars
($100.O0) each. OF said stock. seven
hundred fifty 050) shares shall be COM
mon stock and one thousand two hum
dred fifty 1.250) shares shall be prefer
red stock: of which preferred stock, sew
en- hundred fifty (750) shares shall be
maturing preferred stock, according to
the protisions in this Article hereinafter
contained, and five hundred 5000 shares
shall be non-maturing preferred stock.
Section 3. The holders Of preferred
stock, both maturing and non-maturing,
shall be entitled to receive from the sur
plus or the net profits of the corporation
q yearly cumulative dividend Of ten per
cent t109c), and no more,- payable. as to
the maturing preferred stock, in four
90 equal installments on the first days
Of January, April, July and October of
each year, and on July 18th 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
LuIlHS, SIItll De cHtillcu " re-
ceive the full par value of the preferrd
stock and all unpaid dividends accrued
thereon before any payment is made on
the common stock and the property re-
naming 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. at not less than par, at or before
its issuance. and all preferred stock shall
be dated as issued and the maturing
preferred stock shall nature -Four Thou
sand Dollars ($4,000.0C) on Che first day
Of January Of each year, commencing
with the year 1928, and Thirty-five Hun
dred Dollars ($3,5C0.0O) on the first day
Of July of each year, commencing with
and issued maturing preferred stock
shall have matured. The date of ma
turity of said maturing preferred stock
shall appear on the face of each certif-
deemed OF retired at maturity. shall not
be re-ssued. Maturing preferred stock
shall be redeemable at the option of the
Company on any dividend date thereof.
at a price of One Hundred Five Dollars
f$10500) per share. plus accrued and I'M
paid dividends, and shall be redeemed
in the order Of the latest outstanding
maturities. A. +
Section 5. The Company shall cause
to be paid to the Registrar iof the ma
turing preferred stock. to. be designate
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 sink
ing fund for paying the dividends on the
maturing preferred stock, a sum equal
to one-twelfth 1-12) Of the yearly
cumulative dividend of ten per cent
preferred stock then outstanding. and
shall also so pay on the 18th day of each
and every month. commencing with the
month Of July. 1922. while any of said
maturing preferred stock is outstand
ing, an amount equal to one-sixth 1-6)
of the par value of the maturing pre-
ferred stock to mature at the next en-
suing maturity date, as a sinking fund
for paying and retiring the maturing
preferred stock as it shall mature, and
prior to each dividend date sum suffi-
Gent to make up any deficiency in the
so paid to the Registrar neces-
sary for paying the total dividends on
the common stock shall be declared if
any Of such payments are in arrears
Should any dividend on any maturing
preferred stock be not paid when pay
able, above provided, then and so
long as such dividends, or any part
thereof. remain unpaid, the holders of
the preferred stock in respect of which
Such dividends or any part thereof re-
main unpaid shall be entitled to voting
power thereon equal as to each share of
such maturing preferred stock to those
that belong to the holders of each share
OF common stock, but upon such divi-
dend or unpaid part thereof being paid.
the voting power upon such preferred
stock shall again cease and shall not
revest until similar default in dividends
shall again accrue.
Section 6. Prior to the retirement or
redemption of all of the maturing pre-
ferred stock, no obligation shall be Gre
ated or incurred by the corporation
which shall be paramount to or on a
parity with the preferred stock of the
Company, except current bank loans or
accounts running not to exceed one %
year. 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 eighty per cent 5000 of the
outstanding maturing preferred stock
shall consent thereto.
Section Z. The Company shall pay the
normal Federal Income tax. not to ex-
coed two per cent (2To) per annum, on