New Ulm review., 1922-10-04
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF
INCORPORATION OF THE
NEW ULM ROLLER MILL
COMPANY. ..

INCORPORATION OF THE
NEW ULM ROLLER MILL
COMPANY. ..
State of Minnesota,
County of Brown. IS.
We, F. H. Retzlaff, President, and
Aug. C. Dahl, Secretary of the, New
Ulm Roller Mill Company, corpors-
tion organized ind existing under the
laws. of the State Of Minnesota, do
hereby certify that at a special meet
ing of the stockholders of said cor
poration, called for that expressly
stated purpose, held at the Creamery
Hall, at New Ulm, Minnesota, on
July 25, 1922, at three o'clock in the
afternoon Of said day, of which meet
ing due notice was given to all of the
stockholders of said corporation as
,equired by law, and at which meeting
seven hundred twenty-three (723)
shares of the capital stock of said
corporation, being a majority thereof
were present and voting, the following
resolution, to-wit:
"BE 1T RESOLVED: That Article
2 of the Articles of Incorporation of
the New Ulm Roller Mill Company be
amended so as to read as follows:
Article 2: The total capital stock
of this corporation shall be Three
Hundred Thousand Dollars ($300,00W,
of which Two Hundred Thousand
Dollars ($200,000), divided into Two
Thousand 10000 Shares of the par
value of One Hundred Dollars ($100)
each, shall be common stock; and One
Hundred Thousand Dollars $780,
O00), 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
time to time according to law. No
stock shall be sold for less than par
value.
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.
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 1st and October 1st of each
year. The dividends on the preferred
stock shall be accumulative and shall
be payable before any dividends on
the common stock shall be set apart
or paid; so that if the corporation shall
fall during any year to pay dividends
on the outstanding preferred stock
at the rate of six per cent per annum
the deficiency shall be fully paid be-
lore any dividends shall be paid or set
apart for the common stock.
In the event Of the liquidation, dis
solution Or winding up of the corpora
ton, whether voluntary or involun-
tary, 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 preferred stock, as hereinbefore
provided, the remaining assets of the
corporation shall be divided among
and between 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 the
Board Of Directors by paying in cash
the par value thereof and all unpaid
accrued dividends thereon at the
time of such redemption
was duly adopted by the unanimous
vote OF all of the stockholders present
at said meeting, being a majority of
all OF the shares Of the capital stock of
said corporation.
IN WITNESS WHEREOF, We
nave hereunto set out hands and caused
the corporate seal Of said company to
be hereunto affixed at New Ulm, Min
nesota, this twenty-ffth day of july, !
1922.
F. H. RETZLAFF,
President Of the New Ulm Roller Mill |
Company. n
corporate to SeaD
AUG. C. DAHL,
Secretary of the New Ulm Roller Mill
Company. ~
In Presence of
. Emil Hacker. -
Jos. J. Buchl. il
State Of Minnesota, .ssst
County of Brown, ss. =. , W..