United States. Industrial Commission.

Preliminary report on trusts and industrial combinations, together with testimony, review of evidence, charts showing effects on prices, and topical digest online

. (page 228 of 237)
Online LibraryUnited States. Industrial CommissionPreliminary report on trusts and industrial combinations, together with testimony, review of evidence, charts showing effects on prices, and topical digest → online text (page 228 of 237)
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ber of shares and of which class and the date of such certificate, and in'case of can-
cellation, the date of cancellation. The jierson receiving any such certificate shall
personally or by agent sign on such stub a receipt for the certificate issued to him.
Every certificate returned to the company for the exchange or transfer of shares
shall be canceled, and pasted in its original place in the stock cei'tificate book, and
no new certificate shall be issued until the old certificate has been thus canceled and
returned to its original place in such book, except in the case proviiled for in section
5 of this article.

Sec 2. The board of directors or executive committee may appoint a registrar of
transfers of stock in the city of New York or elsewhere, and after the appointment of
such registrar of transfers no certificate for stock shall l3e binding ujion tlie company
or have any validity unless countersigned by such irgistrar of transfers.

Sec. .3. Transfers of shares shall be made only upon f lie ) lOoks of the company by the
holder in person or by power of attorney duly exei'uted and filed with tlic secretary
of the company, and on the surrender of the certificate or certificates for such shares;
but the board of directors or executive committee may appoint some suitable bank
or trust company or agent in the city of New York or elsewhere to facilitate trans-
fers by stockholders under such regulations as the board may from time to time pre-
scribe. Such transfer books shall be closed for such a period as the board shall direct
previous to and on the day of the annual or any special meeting of the stockholders.
The transfer books may also l)e closed Ijv the board for such ]ienod as may be deemed
advisable for dividend purposes.

Sec. 4. Every stockholder shall fuinish the secretar>' with an address at which
notices of meetings and all other notices may be serveil upon or mailed to him, and
in default thereof notices may ))e addressed to him at the office of the company in
Jersey City, New Jersev.

Sec. 5. The board of "directors mav direct a new certificate or certificates of stock
to be issued in the place of any certificate or certificates theretofore issued by the



1256 HEARINGS BEFORE THE INDUSTRIAL COMMISSION.

company alleged to have been lost or destroyed, and the board, when authorizing
such issue of a new certificate or certificates, may, in their discretion, require the
owner of the lost or destroyed certificate, or his legal representatives, to give the
company a bond, in such sum as they may direct, as indemnity against any claim
that may be made against the company; but a new certificate may be issued without
requiring any such bond when, in the judgment of the directors, it is proper so to do.
The directors, however, may refuse to issue any new certificate except upon the
institution of legal proceedings, as provided in the statute in such case made and
provided.

Article VII.

DIVIDENDS.

Dividends may be declared by the board of directors, from time to time, out of the
surplus or net profits of the company, and paj'able at such times as the board shall
determine. The dividend on the preferred stock shall be payable quarterly, if from
time to time so declared by the board, and the dividends on the preferred stock shall
be payable before any dividends shall be set apart or paid on the common stock, aa
provided in the company's certificate of incorporation. Any surplus remaining after
providing the quarterly dividend on the preferred Stock maj' be set apart and paid
on the common stock.

[Amendment to Article VII, adopted at directors' meeting oJ December 11, 1899.]

Dividends may be declared by the -board of directors, from time to time, out of the
surplus or net profits of the company, as hereinafter stated, or at such other times as
the board shall determine.

The dividends on the preferred stock shall be payable quarterly, viz: On the sec-
ond days of January, April, July, and October, in each year, if, from time to time,
or otherwise, so declared by the board, and the dividend on the preferred stock shall
be payable before any dividend shall be set apart or paid on the common stock, aa
provided in the certificate of incorporation of this company.

After all dividends on the preferred stock for the current dividend year have been
paid, or after sufficient of the surplus or net profits of the company shall have been
provided or set apart for the payment of all dividends on the preferred stock for the
current dividend year, the directors may, in their discretion, from time to time,
apply any further surplus or net profits of the company towards the payment of
dividends on the common stock.

All dividends on the capital stock of this company may be declared and payable as
above set forth, and as the board may, from time to time, direct; provided, however,
that no dividend shall be declared except as permitted by law and by the certificate
of incorporation of this company.

Article VIII.



The common corporate seal is, and, until otherwise ordered by the board of direc-
tors, shall be, an impression upon paper or wax bearing the words, ' ' The American
Steel & Wire Company of New Jersey, Incorporated 1899."

Article IX.

AMENDMENT OF BY-L.4-WS,

The board, by a vote of a majority of the directors of the company, may alter or
amend these by-laws, but no alteration shall be made unless first proposed at a
previous meeting of the board. The stockholders may amend the by-laws at any
general or special meeting.

[Article X of by-laws, adopted at directors' meeting ot December 11, 1899.]

Sec. 1. The board of directors shall have power, at any regular or special meeting,
to fix the sum or amount to be reserved as a working capital of the company, over
and above the capital stock paid in.

Sec. 2. The board may fix the amount of such working capital quarterly, viz: For
each ensuing quarter beginning, respectively, with the months of January, April,
July, and October, cir ptherwise, as the board may hereafter determine.

Sec. 3, The board may, at its discretion, at any regular or special meeting, either
increase or reduce the amount of working capital previously fixed and reserved.



CHARTERS AND BY-LAWS.



1257



AMERICAN !^UGAR REFINING CO.'\IPANY-

RATION.i



-CERTIFICATE OF INCORPO-



This IS to certify that we, F. O. Matthiessen, Jno. E. Searles, jr., H. O. Ha^■ellu■yer
Wm. Dick, and Theo. A. Haveiiieyer, do heri'ljy associate ourselves into a e<_)mp'any
under and by virtue of the provisions of an act of the legislature of New Jersey
entitled "An act concerning corporations," approved April 7, 1875, and the several
supplements thereto and acts amendati >rv thereof, for the purposes hereinafter men-
tioned, and to that end we do by this our certiticate set forth :

First. That the name we have assumed to designate such company and to be used
in its business and dealings is "The American Sugar Refining Company."

Second. That the place in this State where the business of such company is to be
conducted is Jersey City, in the countv of Hudson, in which the principal part of
the business of such company within this State is to be transacted ; that the principal
place of busmess out of this State is to be situated in the city of Brookh-n, in the
county of Kings, in the State of New York; that the States of Maine, Massachusetts,
Connecticut, New York, Pennsylvania, Louisiana, Missouri, California, and Maryland
are the other States of the United States in which it proposes to carry on operations,
and that the objects for which said company is formed are the purchase, manufac-
ture, refining, and sale of sugar, molasses, and melads, and all la^\ful business
incidental thereto.

That the business which is to be carried on out of this State is a part of the pur-
chase, manufacture, refining, and sale of sugar, molasses, and melads, and all lawful
business incidental thereto.

Third. That the total amount of the capital stock of said company is fifty million
dollars; the number of shares into which the same is divided is five hundred thousand,
and the par value of each share is one hundred dollars.

That of this amount one-half will be general stock and one-half preferred stock,
and that the holders of such preferred stock shall 1ie entitled to receive from the sur-
plus or net profits arising from the business of the corporation a fixed yearly dividend
of seven per centum, payable semiannually on the 2nd days of January and July in
each year before any dividend shall be set apart or paid on the said general stock.

Should the surplus or net profits arising from the business of the corporation prior
to any dividend day be insutficient to pay the dividend upon preferred stock, such
dividends shall be payable from future profits, and no dividends shall at any time he
paid upon general stock until the full amount of seven per centum per annum up to
that time upon all the preferred stock shall have been paid or set apart. The holders
of preferred stock shall be entitled to no dividends beyond the seven per centum
aforesaid.

The amount with which said company will commence business is eleven thousand
dollars, all of which shall be general stock and which is divided into shares of the
par value of one hundred dollars each.

Fourth. The names and residences of the stockholders and the amount of shares
held by each are as follows, viz:



Names.



Residences.



Number of
shares.



Theo. A. Havemeyer

William Dick

Jos. B. Thomas

F. 0. Matthiessen

Jno. E. Searles, jr ...

H. 0. Havemeyer

Geo. C. Magoun



Mahwah, N. J . . .
Brooklyn, N. Y. .

Boston, Mass

New York, N. Y .
Brooklyn, N. Y ..
Greenwich, Conn
New York, N. Y .



(Twenty) 20.
(Twenty) 20.
(Twenty) 20.
(Twenty) 20.
(Ten) 10.
Ten) 10.
Ten) 10.



Fifth. The period at which said company shall commence is the tenth day of
January, 1891, and the period at which it shall terminate is the tenth day of Janu-
ary, 1941.

Sixth. The directors of said company shall be classified in respect to the time for
which they shall severally hold office in three classes. Each class shall contain as
near as mav be one-third "of the whole number of directors. At the first election of
directors the first class shall be elected for a term of one year, the second class for a
term of two years, and the third class for a term of three years, and at each annual
election after the first the successors to the class of directors whose term expires in



I A letter accompanying the copy of the certificate of incorporation states that the by-laws can not
be sent on request without special vote of the board of directors.



1258 HEARINGS BEPOEE THE INDUSTRIAL COMMISSION.

that year shall be elected to hold office for the term of three years, so that the term
of office of at least one class shall expire in each year.

In witness whereof we have hereunto set our hands and seals the ninth day of
January, 1891.

F. O. Matthiessen.

Jno. E. Seakles, Je.

H. O. Havemeyee.

Wm. Dick.

Theo. a. Havemeyer.

State of New Yokk, City and County of Neto York, ss :

Be it remembered that on this ninth day of January, A. D. 1891, before me, Frank
K. Runyon, personally appeared Francis O. Matthiesson, John E. Searles, jr., Henry
O. Havemeyer, Theodore A. Havemeyer, and AVilliam Dick, who I am satisfied are
the persons named in, and who acknowledged, the foregoing certificate, and I having
first made known to them- the contents thereof they did each acknowledge that they
signed, sealed, and delivered the same as their voluntary act and deed.

In witness whereof I have hereunto set mv hand and affixed my official seal this
9th day of January, A. D. 1891.

Frank K. Runyon,
Master in Chancery of New Jersey.

[Endorsed:] "Recorded in Hudson Co., N. J., clerk's office, Jany. 9th, 1891, in
Book 11 of clerk's record.

"Dennis McLaughlin, Clerk."
[Endorsed:] " Filed January 10, 1891.

"Henry C. Kelsey,

' ' Secretary of State. ' '



State of New Jersey,
department of state,

I, George Wurts, secretary of state of the State of New Jersey, do hereby certify
that the foregoing is a true copy of the certificate of incorporation of "The American
Sugar Refining Company," and the endorsements thereon, as the same is taken from
and compared with the original filed in my office on the 10th day of January, A. D.
1891, and now remaining on file therein.

In testimony whereof I have hereunto set mv hand and affixed my official seal, at
Trenton, this 19th day of August, A. D. 1899.

[seal.] George "Wurts,

Secretary of State.



UNITED STATES DYE-WOOD AND EXTRACT COMPANY.

[lO-cent internal revenue stamp, cancelled.]

certificate op incorporation.

[Registered office with the New Jersey Corporation Guarantee and Trust Company, Camden, N. J.]

First. The name of the corporation is the "United States Dy"e-AVood and Extract
Company."

Second. The principal office in New Jersey is at No. 419 Market street, Camden,
New Jersey. The New Jersey Corporation Guarantee and Trust Company is the agent
therein and in charge thereof, and upon whom process against this corporation may
be served.

Third. That the ol )jects for which and for each of which this corporation is formed
are:

To manufacture, buy, sell, deal in and deal with dyewood, extracts, chemicals,
and all like or kindred products; to manufacture, prepare for market, market and sell
the same and any articles or product in the manufacture or composition of which
tliey, or either of them, are a factor;

To buy, sell, manufacture, refine, manipulate, import, export, and deal in all such
.'substances, chemical or otherwise, apparatus, products and things capable of being



CHARTERS AND BY-LAWS. 1259

used in any such business as aforesaid or required by any customers of or persons
having dealings with the company.

In furtherance, and not in limitation, of the general powers conferred by the laws
of the State of New Jersey, and of the objects and purposes as herein above stated,
it is hereby expressly provided that the company shall have also the following powers;
that is to say:

(a) To do any or all of the things herein set forth as objects, purposes, powers or
otherwise, to the same extent and as fully as natural persons might, or could do, and
in any part of the world, as principals, agents, contractors, trustees or otherwise.

(&) To conduct its business in all its branches and have one or more offices, and
unlimitedly to hold, purchase, and convey real and personal property, both within
and without the State of New Jersey, and m all other States, Territories, and colonies
of the United States, and in all foreign countries and places, subject always, however,
to the laws of the respective States, Territories, colonies, and foreign countries.

(c) To manufacture, purchase, or otherwise acquire, hold, own, sell, assign, and
transfer, invest, trade, deal in and deal with goods, wares, and merchandise and prop-
erty of every class and description, and to do manufacturing of any kind.

(d) To purchase, or otherwise acquire, to hold, own, maintain, work, mine, develop,
to sell, or otherwise dispose of, without limit as to amount, within or without the
State of New Jersey, and in any part of the world, real estate and real property and
any interest and rights therein.

(e) To acquire the good will, rights, and property of all kinds, and to undertake
the whole or any part of the assets and liabilities of any person, firm, association, or
corporation, and to pay for the same in cash, stock of this corporation, bonds, or
otherwise.

(/) To hold, purchase, or otherwise acquire, to sell, assign, transfer, mortgage,
pledge and otherwise dispose of shares of the capital stock, bonds, or other evidences
of indebtedness created by other corporation or corporations, and while the holder of
such stock to exercise all "the rights and privileges of ownership, including the right
to vote thereon, to the same extent as a natural person might or could do.

ig) To guarantee the payment of dividends or interest on any shares, stocks, deben-
tures or other securities issued by, or any other contract or ol)ligation of, any corpo-
ration.

{h) To make and enter into contracts of every sort and kind with any individual,
firm, association, corporation, private, public or municipal, body politic, and with the
Government of the United States, or any State, territory, or colony thereof.

It is the intenticjn that the objects, purposes, and powers specified and clauses con-
tained in this third paragraph shall, except where otherwise expressed in said para-
graph, be nowise limited or restricted by reference to or inference from the terms of
any other clause of this or any other paragraph in this charter, but that the objects,
purposes, and powers specified in each of the clauses of this paragraph shall be
regarded as independent objects, purptises, and powers.

Fourth. The total amount of' the capital stock of said corporation is to be ten mil-
lion dollars (.S10,000,000) , divideil into one hundred thousand (100,000) shares of one
hundred dollars (?ilOO) each. Of the said stock sixty thousand (60,000) shares,
amounting at par to six million dollars (Sti, 000,000) , are tti be preferred stock, and
forty thousand (40,000) shaves, amounting at par to four million dollars ($4,000,000),
are to be common stock.

Upon the vote of a majority of the preferred and connnon sto"ck issued and out-
standing, irrespective of class, the directors shall have the power to create deferred-
stock debentures which shall he subordinate to the common and preferred stock, both
as to dividends and the principal, so that the said deferred-stock delientures shall
not he entitled to any dividend or interest whatever until after both preferred and
common stock shall have in any one year received, or had set apart for payment, a
dividend at the rate of six per cent per annum, and after the payment of a dividend
of six per cent in any year to the stock, preferred and common, a dividend at the rate
oi, -but not exceeding, six per cent shall be jjaid to the holders of the said deferred-
stock debentures, but it shall not be entitled in any one year to any further dividend
or interest. In the event of liquidation or dissolution of the company, the common
and preferred stock shall be paid in full before any payment shall be made upon the
said deferred-stock debentures. Said deferred-stock debentures shall have no voting
power. The deferred-stock debentures shall always be subordinate also to the claims
of general creditors of the company.
The rights, privileges, and conditions following shall attach to the shares aforesaid;

that is to say: , . , , , . , ^ ,

(1) The common stock shall be subordinate to the rights of the preferred stock,
except that both preferred and common stock shall have equal voting powers.



1260



HEARINGS BEFORE THE INDUSTRIAL COMMISSION.



(2) The corporation shall not be at liberty, without the consent in writing firat
obtained of the holders of two-thirds in amount of the preferred stock issued and
outstanding —

(a) To create or issue any other or further shares ranking in any respect pari passu
with or in priority to the aforesaid issue of $6,000,000 of preference shares;

(i) Nor to create any charge, except as herein provided, upon the net profits of the
corporation which shall not be subordinate to the dividend rights of the preference
shares;

((■) Nor to reserve a surplus fund \Ahich shall not be chargeable with the payment
of the accrued dividends on the preference shares.

(.3) The said preference shari's shall carry a fixed cumulative preferential dividend
at the rate of, but not exceeding, six per cent (Gfo) per annum on the par value
thereof, and such dividends shall be declared quarterly on the second days of Jan-
uary, April, July, and October in each year, or at such other times as the board of
directors or the executive committee shall see fit and determine.

If in any ypar dividends amounting to six per cent (6%) per annum shall not be
paid fin such preferred stock, the deficiency shall be a charge on the net pi'ofits, and
he ] layable, but without inteiest, before any dividends shall be paid upon or set apart
for tlie common stock.

(4) The balance of the net profits of the corporation, after the payment of said
cumulative dividend at the rate of six per cent (6%) per annum to the holders of the
preferred stock, may be distributed as dividends among the holders of the general or
common stock as and when the board of directovs.or executive committee shall in
their discretion determine.

(.5) In the event of the liquiiUition or dissolution of the corporation the surplus
assets and funds thereof shall be applied in the first place in repaying to the holders
of the aforesaid cumulated preference shares the full amount of the principal thereof,
and the accrued dividends, if any, charged, but without interest, before any amount
shall be paid upon the common stock, and after such payment in full to the holders
of saiil cumulative preference shares the surplus assets and funds shall be devoted to
the payment of the principal in full of the common stock, and thereafter to the pay-
ment of the principal of any deferred-stock debentures issued and outstanding.
Thereafter the surplus funds and assets shall belong to and be divided among the
holders of the common shares.

From time to time the preferred and common stock may be issued in such amount
and proportion as shall be determined by the board of directors, in accordance with
the laws of the State of New Jersey.

Fifth. The directors of the corporation shall be divided in respect to the time for
whi(th they shall severally hold office into five classes, equal in number. The first
class shall be elected for a period of five years; the second class for a period of four
years; the third class for a periodof three years; the fourth class for a period of two
years, and the fifth class for a period of one year; and at each annual election after
1899 the successors to the class of directors whose terms expire in such year shall be
elected to hold office for five years, so that the term of office of at least one class shall
expire in each year.

In case of an increase in the board of directors between the annual election by the
stockholders, the newly created directorships shall be and be construed as vacancies
until the next annual election, to be filled forthwith by the board.

Sixth. The names and post-office address of the incorporators and the number of
shares of common stock subscribed for by each, the aggregate of which $1,000 is the
amount of capital stock with which this corporation will commence business, are as
follows:



Name-


P. 0. address.


Number of

shares of

common

stock.






3


Henry T.Wills .


Boston Mass


4






3









Seventh. The duration ai the corporation is to be perpetual.

Eighth. 1. The corporation shall have no power to mortgage its real property,
excc))t upon the assent in writing first obtained of tlie holders of two-thirds of the
issued preferred stock hereinbefore described, or upon the affirmative vote of the
holders of a majority of the said preferred stock at a meeting of the preferred stock-
holdciH duly called for that purpose, and upon such assent so obtained, or upon such



CHARTERS AND BY-LAWS. 1261

affirmative vote so had, and not otherwise, the corporation shall have power to mort-
gage its real property to secure an issue of bonds or otherwise: Provided, lioireeer,
This limitation shall apply only to mortgages other than purchase-money mortgages
on the acquisition of property, which purchase-monev mortgages shall cover only the
property acquired.

2. The board of directors shall have power without the assent or vote of the stock-
holders to make, alter, amend, and rescind the by-laws of this corporation, and, sub-
ject always to the payment of the dividends on the preferred stock, to fix the amount
to be reserved as working capital.

3. With the assent in writing or pursuant to the vote of the holders of two-thirds
of all the stock, irrespective of class, issued and outstanding, the directcjrs shall have
power and authority to sell, assign, transfer, convey, or otherwise (lispcsc of the prop-
erty and assets of this corporation as an entirety on such terms and conditions and
for such consideration as the directors shall deem fit, right, and just.

4. The board of directors, and when the biiard is not in session the executive com-
mittee, in addition to the powers and authorities by statute and by the Ijy-laws



Online LibraryUnited States. Industrial CommissionPreliminary report on trusts and industrial combinations, together with testimony, review of evidence, charts showing effects on prices, and topical digest → online text (page 228 of 237)