New Ulm review., 1922-10-11
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF
INCORPORATION OF THE
NEW ULM ROLLER MILL
COMPANY.

NEW ULM ROLLER MILL
a. COMPANY.
State of Minnesota,
County of Brown. IS.
We, F. H. Retzlaf, President, and
Aug. c.. Dahl, Secretary OF, the New
Ulm Roller Mill Company, corpora
tion organized and existing under the
laws. of athesState Of Minnesota, do
hereby certify that at a special meet
ing of the stockholders of said corr
poration, ycalled for that expressly
stated purpose, Aeld at the Creamery
Hall, at New Uln, Minnesota, on
July 25, 1922, at three O'Clock in the
afternoon Of sid day, of which meet
ing due notice was given to all Of the
stockholders of said corporation as
required 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
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 ($3OO, ,000),
of which Two Hundred Thousand
Dollars $500, 0,000), divided into Two
Thousand (2000) Shares of the par
value of One Hundred Dollars ($100)
each, shall be common stock; and One
Hundred Thousand Dollars ($100,-
C0O), divided into One Thousand
10000 Shares Of One Hundred Dollars
($1O0) 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
Directers, and may be increased from
time to i-time according to law. No
stock shall be sold for less than par
value.
The management and control of the
comp2ny 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 10 more, payable semi-annually
on April 1st and October 1st of each
year. The dividends on tie preferred
stock shall be accumulative and shall
he payable before any dividends on
tFe common stock shall be set apart
or paid so that if the corporation shall
fall ddrfng 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
tion, 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, IS 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-
5ired at any time at the option of the
Board of Directors by paying in cash
The par value thereof and all unpaid
sccrued dividends thereon at the
;ime Of such redemption
Vas duly adopted by the unanimous
vote of all Of the stockholders present
1t said meeting, being majority Of
I'll Of the shares Of the capital stock of
said corporation. {
IN WITNESS WHEREOF, We /
lave hereunto set out hands and caused |
he corporate seal Of said company to
'e hereunto affixed at New Ulm, Min
lesota, this twenty-ffth day of July, Is
922. 1t
F. H. RETZLAFF, If
President Of the New Ulm Roller Mill
Company.
Corporate to SeaD .."r :
" AUG. c.. DAHL,
ecretary of the New Uln Roller Mill
Company.
n Presence. Of 2s.- ... .-... In
Emil Hacker. ..- g..ss...
Jos. J. Buchl. q Gy r
tate Of Minnesota,
ounty of Brown. essce. .," n