New Ulm review., 1921-11-02

CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF
INCORPORATION OF THE
NEW ULM ROLLER MILL
COMPANY.
State of Minnesota,
County Of B own. IS.
We, j.. Z. Schoch, President, and
Aug. G. Dahl, Secretary, Of the New
Ulm Roller Mill Company, a. corpora
ton 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 o. 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 f-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:
BE it resolved by the stockholders
of the New Ulm Roller Mill Company
that Article of the articles Of .Incor-
poration of this Company be amended
SO as to read as follows: S.>s
Article I: The corporate nane Of
this corporation shall 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
TO lows:
Article II: The total alcapita stock
of this corporation shall be Two humid
red thousand Dollars t$2OO, ,OOO, Of
which One hundred thousand Dollars
l$l0O,OOO), divided into. one thousand
$1,000 shares OF the par value of One
Hundred Dollars i$10O). each, shall 4be
common stock; and Il One Hundred
thousand Dollars l($1Od,00o), divided
into one thousand ia 10Q0) shares of one
hundred Dollars ($1o0) each, shallbe
preferred stock. - -, ',}5ss }s.s IF
The capital stock shall5be issued at
such time and in such ann nounts as
shall be determine d Tby the Board Of
Directors, and may be increased. from
tine TO time ccofding to laW =
No stock shall be4sold sfcf .ess than
par value s.s, s :a
The, management 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. Il.
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 annuin, and
no more, payable semi-annually on
April 1st 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 COM
mon stock shall be set; part 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 con-
mon stock.
In the event Of the liquidation, dis
solution or winding up Of the corpora
ton, whether voluntary OF invol,ln.
tray, there shall be paid to the holders
of the preferred stock the full par
value thereof and the unpaid accrued
dividends thereon, before any sum
shall be paid or any Of the assets Of the
corporation distributed among the
holders Of the common stock. After
payment is made to the holders Of pre-.
ferred stock, as hereinbef6re provided
the remaining assets Of the corpora
ton shall be divided among and be,
tween the holders of the conno or
stock, according to their respective
tshares.
The whole or any part of the pre-
Iferred stock may be redeemed and Re
t;rad Of onx, f;roo at thp nnfionr' sof En-