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Ortonville, Minnesota
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January 19, 1922     The Ortonville Independent
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PAGE 6 THE ORTONVILLE INDEPENDENT THURSDAY, JANUARY Certificate of Incorporation of the Big Stone County Co-Operative Livestock Association The undersigned, for the purpose of organizing a corporation under and oo pursuant to Chapter ,o of the Laws of the State of Minnesota for 1921, do hereby adopt and sign the following cartificate of incorporation. ARTICLE I The name of the corporation shall be The Big Stone County Co-operative Live Stock Association. The general nature of its business shall be conducting diversified farming, in- eluding dairying, breeding, raising, fattening, buying, selling, and dealing in all kinds of live stock, poultry, and other farm products, including the buying selling and dealing in its own products, the products of its individual mem- bers. and the uroducts of any other co-operative association, and its business shall be carried on upon the co-operative plan and shall be as authorized by Chapter z of the Laws of Minnesota for 1921 and other laws of the state applicable to such corporations, and in the management and conduct of its business it may borrow money, discount and rediscount notes, drafts, bills of exchange and other negotiable instruments that may be necessary or con- enient in the management and conduct of its business, and may acquire use :and dispose of all real and personal property and do any and all things inci- lental to or necessary or convenient for {he purposes of such business or any part thereof. The principal place of transacting such business shall be the City of Or- tonville, in Big Stone County, Minnesota. ARTICLE II The period of duration of the corporation shall be thirty (30) years. ARTICLE III The names and places of residence of the incorporators are as follows: A. B. Kaercher, Ortonville, Minnesota, Luke J. Keating, Graceville, Minn., Lewis A. Lien, Graceville, Minn., Earl M. Johnson, Beardsley, Minn., Jacob lVrey, Beardsley, Minn., Chas. Matthews, Clinton, Minn., K. G. Knudson, Beardsley, Minn, Win. Wellendorft Ortonvil!c, Minn., T. J. Anderson, Clinton, Minn., W. Kelly, Ortonville, Minn., W. H. Ms(thews, Ortonville, Minn., Geier Bros., Ortonville, Minn., Frank W. Dunn, Ortonville, Minn., F. L. Cliff, Orton- ville, Minn., Thee. Hundeby, Beardsley, Minn., O. J. Lofthus, Beardsley, Minn., Mrs. Win. M. Moroney, Beardsley, Minn., and Henry Heidecker, Graceville, Minnesota. ARTICLE IV The government of said corporation and the management of its affairs .shall be vested in a Board of five directors, who shall be elected at the annual meeting of the stockholders, which shall be held on the second Wednesday in Mbruary of each year. The following named incorporators shall constitute the first Board of Di- rectors: A.B. Kaercher, Charles A. Matthews, Luke J. Keating, William Wel- lendorf and Earl Johnson, and shall hold office until the first annual meeting f the stockholders in the year 1923 and until their successors are elected and lualified. At the first annual meeting of the stockholders in the year 1923 and an- aually thereafter there shall be elected five (5) directors to hold office for a term of one year. Directors so elected shall hold office until their successors are elected and &lt;lualified. ARTICLE V The amount of the capital stock of this corporation shall be One Hundred housand Dollars ($100,04)0.00), divided into one thousand (1,000) shares of tbe par value of One Hundred Dollars ($100.00) each, and shall be paid in either in money or property, at such times and in such manner as the Board of Directors may prescribe. ARTICLE VI The highest amount of indebtedness or liability to which this corporation shall at any time be subject shall be One Million Dollars (1,000,000.00L ARTICLE VII The Articles of Incorporation of this corporation may be amended at any time and from time to time so as to change its corporate name or title, or as to increase or diminish its capitM stock, or to change the number and ar value of the shares of iis capital stock, or in any other respect now or here- :after authorized by law. The said Articles may be so amended in the follow- ing manner: 2"he Board of Directors, by a majority vote of its members, may pass a :resolution setting forth the full text of the proposed amendment, and also the full text of such section or sections as may be repealed by such amend- :ment. Upon such action by the Board of Directors notice shall be mailed ' to ach and every stockholder, containing a copy of the resolution so adopted, the full text of the proposed amendment, and also the full text of such section or :sections as may be repealed by such amendment. Such notice shall also desig- nate the time and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the stockholders is pres- ent or represented by a mailed vote, a majority of the members so present or represented by mailed vote may adopt or reject such.proposed amendment. _ In witness whereof, we have hereunto set our hands and seals this 12th ay of January, 1922. In the presence of: Grace F. Kaercher, R. C. Kaercher. W. H. MATTHEWS (Seal) GEIER BROS. (Seal) FRANK W. DUNN (Seal) F. L. CLIFF (Seal) A. B. KAERCHER {Seal) LUKE J. KEATING (Seal) LEWIS A. LIEN { Seal } EARL M. JOHNSON (Seal) JACOB FREY (Seal} CHAS. MATTHEWS (Seal) K. G. KNUDSON (Seal) WM. WELLENDORF (Sel) T. J. ANDERSON (Sea]) W. KELLY {Seal) THEe. HUNDEBY (Seal) O. J. LOFTHUS (Seal) MRS. WM. M. MORONEY (Seal HENRY HEIDECKER (Seal) STATE OF MINNESOTA,  ss OUNTY OF BIG STONE, On tbJs 11th day of January, 1922, before me, aNotary Pubfie, personall tppeared 'A. B. Kaevcher, Luke J. Keating, Lewis A. Lien, Earl M. Johnson Ja. *, rev. (:has. Mat(hews, K. G. Knudson, William Wellendorf, Thee Htmdeby, T. J. Anderson and W. Kelly to me known to be the persons de- sc'mea m and who executed the foregoing Certificate of IncorPoration, and acknowledged that they executed the same as their free act and deed. GRACE F. KAERCHER, Notary Public, Big Stone County, Minnesota. TATE OF MINNESOTA, My Commission expires January 10, 1924. COUNTY OF BIG'STONE. ss On this 12th day of January, 1922, before me, a Notary Public, personally tppeared W, H. Mat(hews, D. E. Geier, one of the members of the co-partner- ship known asGeier Brothers, Frank W. Dunn, F. L. Cliff, Henry Heidecker, Mrs. William M. Moreney, and O. J. Lofthus to me known to be the persons escribed in and who executed the foregoing Certificate of Incorporation, and acknowledged that they executed the same a their free act and deed. GRACE F. KAERCHER, Notary Public, Big Stone County, Minnesota. My Commission expires January 10, 124. BY.LAWS ARTICLE I Name and Location. Section 1.The name of this corporation shall be The Big Stone County riCo-operative Live Stock Association. Section 2.Its principal office shall be located at the city of Ortonville, in Big Stone C0unt, Minnesota. Section 3. Other offices for the transaction of business shall be located at uch places as th'e board of Directors may from time to time determine. ARTICLE II Capita] Stock. Section l.The amount of capital stock shall be One Hundred Thousand Dollars ($100,000,00), which shall be divided into one thousand (1,000) shares of the pa value of One Hundred Dollars ($14)0.00) each. Section 2.--All certificates of stock shall be signed by the President and the Secretary, and shall'be sealed with the corporate seal. Section 3.--Ireasury stock shall be held by the corporation subject to ]ispsal of the Board.of Directors and shall neither vQte nor participate in ] ividcnds. S c;ion 4.--The corporation shall have ,a first lien upon all the shares of its capital stock and up:on all dividends declared upon the same for any in- deht:e2hm..  he resp e.ctive holders thereof to the corporation. bectou o.Tranes of stock shall be made only on' he books of the or- lorat!cr., ::d he did- certificates, properly endorsed,.shall be surrendered and cancelled before a rm Cdrtificate 4s issued. The stock books Of tim cbrporation shall be closed against:transfers for a period of twenty (20) days before the day of 15ymnt of.dden ad before each annual meeting of stocl.01der. Section 6.N0" fg0a'h'all become R  Stockh61der ff the rp0ratibli: ex- cept by consent of the,Board of Directors, and no stockholder shall transfer ,r of his stock without first offering the same for sale to the nor- written from a stockholder of his intention to shall have thereof be greater than the par value, the book value thereof, such stock shall thereupon become the property of the corporation. Should the corporation tail to tender such amount to the stockholder within said period, the stock- holder serving such notice shall thereupon be free to dispose of the stock u.ithout restriction, except that no such stock shall be transferred or sold to any person not eligible for membership in this corporation. ARTICLE III Stockholders' Meetings. Section 1.Tbe annual meeting of the stockhoIders of the corporation shall be held at its place of business in the city of Ortonville, in Big Stone County, Minnesota, on the secomt Wednesday in February of each year, at ten o'clock in the forenoon, unless a different place and hour shall be desig- nated by the Board of Directors, and if such day fall on a legal holiday the meeting shall be held on the next succeeding business day. Section 2.Special meetings of the stockholders shall be held on the same place as the annual meeting, or at such other place within th State of Minne- sota as may be designated by the Board of Directors. Such special meetings may be called at any time by the President, or in his absence by the Vice i'resident, on vote of a majority of the Board of Directors. It shall be the duty of the President to call such meetings whenever requested in writing by stockholders holding ten (10) per cent or more of the capital stock, and in such case notice of the meeting shall be issued within ten (10) days and the meeting held within thirty (30) days of the receipt by the President of such request. Section 3.--Notice of the time and place of all annual and special meet- ings shall be mailed by the Secretary to each stockholder at his last known postoffice address not less than fifteen (15) nor more than thirty (30) days before the (late thereof. In case of special meetings the notice shall state the time, place and purpose of the meeting. Section 4.--The President, or in his absence a Vice-President, shall pre- side at all such meetings. Section 5,--At every meeting each stockholder shall be entitled to cast one vote, which vote may be cast in person or by mail but not by proxy. Votes by mail shall be accepted if certified to and signed by the stockholders so voting; provided, however, that a notice containing the exact text of the mo- tion or resolution has been mailed to each stockholder at his or its last known postoffice address and that a copy of the same is forwarded with and attached to the vote so mailed by the absent stockholder. The Board of Directors may cause a referendum vote to be taken by mail upon any action or recommends- glen of the Board or for the purpose of electing member of the Board of Di- rectors, subject to the same regulations as above provided. Section 6.Every stockholder shall have the right to vote for as many persons as there are directors to be elected. Section 7.A quorum for the transaction of business at any regular or special meeting shall consist of a majority of the stockholders when the total number thereof does not exceed one hundred, and at least ten (10) per cent of the total number of stockholders if there the be more than one hundred stockholders, but there shall always be .more than fifty (50) stockholders pres- ent or represented to constitute a quorum at any such meeting. Members present in person or represented by mailed vote shall be counted in estimating a quorum. The fact of the attendance of a sufficient number of stockholders to constitute a quorum shall be established by a registration of the stockhold- ers of the corporation, which registration shall be verified and certified to by the President and Secretary of the Association. Directors. Section 1.-=-Regular annual meetings of the Board of Directors shall be held immediately after the snnua! meein of the stockholders and t the same place. A majority of the Board shall be necessary to constitute a uorum and to transact business, but less than a quormn may adjourn frown me to time or without date. In addition to the annual meeting of the Board of Directors, the Board shall hold at least four (4) regular meetings during the year at times and places tb be designated by the President. Section 2.Special meetings of the Board of Directors shall be held in the principal office of the corporation or such other place as the Executire Committee shall designate, and may be called by the President and in his absence by a Vice-President or by a majority of the members of the Board whether the President is absent or not. Section 3.Notices of all regular and special meetings shall be mailed to each director by. the Secretary at least three (3) days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof. Section 4.A quorum for the transaction of business at any regular or special meeting of the Board, shall consist of a majority thereof, and a ma- jority of those present at any regular or special meeting shall have power to adjourn the meeting to a future time. Section 5.At the directors' meeting following each annual stockholders' meeting the directors shall elect the officers of the corporation and fix their salaries. An officer may be removed at any time by a majority vote of the Board of Directors. The Board of Directors may in its discretion appoint a general manager at such compensation and to serve for such period as may be deemed advisable, and such general manager shall have such powers and du- ties as may be prescribed by the board. Section 6.The absence of a member of the board from two consecutive regular or special meetings of the board, unless excused by the board, shall vacate the office of the director so absent. All vacancies in the Board of Directors, from whatever cause, may be " " " "  "n filled by the remaining dzrectors at any regular or specml directors meeti g, and directors so appointed shall sere until the next election. Section 7.A director may for cause be removed from his office at any an- nual meeting or at any special meeting called for trial purpose, upon the af- firmative vote of two-thirds of the stockholders present or represented; pro- vided that notice in writing of the proposed action of the stockholders con- ainin a brief statement of the charges against him shall have been mailed to such director at least ten (10) days before such meeting. At any special meeting the director whose acts are in question shall have the right to be heard in person and to be represented by counsel, and to produce and interro- gate witnesses. Section 8.During the interim between meetings of the Board the busi- css of the corporation shall be managed by an executive committee, which shall consist of the offiters of the corporation. Section 9.Previous to any annual stockhblders meeting the Board of Directors shall have the books and accounts of the association carefully au- dited by a reputable accountant, which report, together with a statement of the business done during the previous year, the general financial condition of the corporation, and the condition of its tangible property, shall be submitted to the stockholders at the annual meeting. Section 10.The Board of Directors shall require the General Manager and other officers, agents and employes having the custody or control of any of its funds or property, to give to the corporation a bond with a qualified 1| ! corporation as surety thereon, conditioned for the faithful discharge of the duties of such person, and in such amount, and with such company as surety as the Board of Directors shall require. The cost of such bonds shall be borne by the association. Section ll.Directors shall be paid necessary railroad expense for a- tendance at meetings and compensation to be fixed by a three-fourths vote of all of the member of the Board. but notto exceed $6.00 per day. Section 12.--The Board of Directors shall appoint one or more commit- teernen from each township for the purpose of recommending loans in said township. ARTICLE V Officers. Section 1.The officers of this corporation shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer. They shall be elected for a term of one year, and each shall hold office until his suc- cessor is duly elected and qualified. No one shall be eligible to any office who is not a director of the corporation, and any officer ,who ceases to be a di- rector shall cease to hold office as soon as his successq/" ig elected and qualified. The officers of Secretary and Treasurer may be held" by one person, in which event such person shall be called "Secretary-Treasurer." Any officer may he removed at any time, with or without cause, by a majority vote of all othe members of the Board of Directors. Section 2.The President shall preside at all meetings of the stockholders and directors; shall have general supervision over the affairs of the cOrpOra- tion and over the other officers; shall sign all contracts, deeIs, and docu- ments requiring the corporate seal, and shall perform such other duties as are Incident to his office, or as may from time to time be prescribed by the Board of Directors. Section 3.The Vice-Presidents shall, in the absence of the President or his inability to act, have all the powers and perform all the duties of the President. Section 4.The Secretary shall keep a record of the proceedings of all meetings of the stockholders and Board of Directors, and shall attest the same by his signature. He shall be responsible for the safe-keepin of all papers and documents of the corporation which properly belong to hm office and of the corporate seal, and all of the same shall be kept at the principal office of the corporation, unless otherwise authorized by the Board of Direc- tors. He shall attest certificates of stock and all instruments requiring the corporate al, and shall affix the seal thereto, and shall issue notices of meet- ings as required, by the by-laws. Section 5.The Treasurer shall safely keep and account for all moneys, funds and other property which may come into his hands, and shall perform the ftmctions of the general audit of the booksand accounts of the corpora- ton. He shall keep all moneys of the corporation in such bank or banks as the Board of Directors shall prescribe. AD checks, promissary notes, bills of exchange and other instruments for the payxnent of money or evidencing debt which shall be issued by the corporation shall be signed by such officers as the Board of Directors from time to time may designate. An employee other than an officer may be by the Board authorized to countersign any and all such writings, but each and all thereof shall be signed by at least one officer of the Corporation. ' Stion 6.--In case of the absence or inability to act of the Secretary or Treasurer, the duties of such offices shall devolve upon and be performed by such persons as.the Board of Directors may prescribe. ARTICLE VI ., Dividends nd Finant,, Section l!,Dividends not to exceed eight (8) per cent per yeax and as authorized b-iw may be deelail from time to te.by r-esolution  'the Board of rs, and shall be paid out of the mrpt ,us earmngs of the eor- Section 2.--The net earnings of the corporation not distributed in dends on the stock or set aside in reserve fund shall be distributed as end of the fiscal year as follows: The remainder of the net earnings distributed to stockholder in the form of dividends declared of stock or other commodities sold or the amount of money stockholder shall receive one-hMf of the dividend awarded to based also upon the amount of commodities sold or money borrowed. Section 3.--The funds of.the corporation shall be aleph)sited in or trust company as ne oirectors shall designate and shall be upon the check or order of the officers or employes designated by the of Directors. ARTICLE VII Certificates of Stock. Section 1.The certificates of stock of this corporation shall be stantally the following form: No ........................... The Big Stone County Co-operative Liw, Stock Association. Incorporated under the laws of the State of Minnesota. Certificate of Stock. Capital Stock $100,000.00. Shares $100.00 This Certifies that .................................................................. is the holder of ......................................................................... shares of the of The Big Stone County Co-operative Live Stock Association, a transferable on the books of the corporation only on surrender of tificate in accordance with the By-Laws of the corporation. The transfer of this stock is limited by the By-Laws of te i.o which reference is made for more definite information. Dated at Ortonvilte, Minnesota, this .................. day of 1922. A ttest: Secretary. (Corporate Seal) Section 2.All certificates of stock shall be signed by the a Vice President and by the Secretary, and shall have the affixed. ARTICLE VIII Seal. Section 1.The seal of this corporation shall be a circular die, in ter of which shall appear the words "Corporate Seal" and around part of which shall appear the words "The Big Stone Live Stock Association." An imprint of such seal is affixed ARTICLE IX Amendments. Section 1.Amendments to these By-Laws may be made by vote of the stockholders present at any annual stockhold special meeting of the stockholders called for that purpose, posed amendment has been set out in the notice of such meeting. HOW THE LEGION WORKS. Reprinted from The Pajama Gazette, Ashbury Hospital, Minneapolis. The Paja.ma Gazette, official weekly bulletin of the disabled veterans of Ashbury hospital, Minneapolis, whose motto is to "Unify, to Pacify, to Satis- fy," has the following to say about the efforts of the American Legion Auxiliary to bring Christmas cheer to the disabled: "A month before Christmas mem- bers of the Am. L..A. asked every buddy what he wanted for Christ- mas. Nearly every comrade voiced his wishes. If a patient was timid about stating his desires, the ladies scouted around to find out just what would please the bashful boys. They sure guessed right as every man here seems well pleased with his remem- brance from the American Legion Auxiliary. "Some fellows wanted pajamas, oth- ers wanted woolen stockings, still others wanted shoes, money, articles of clothingin short, what each an I wanted, he got. The method used by t the Legion Auxiliary in obtaining and t distributing the Christmas packages I was highly efficient. Nearly every l town in Minnesota has a Legion Aux- iliary. When the wishes of the boys were made known, the name of a dis- abled comrade was sent to each out- of-town unit, which promptly mailed the desired article. "In this way, every American Le- gion Auxiliary Unit in Minnesota had an opportunity to contribute to the Christmas cheer at Ashbury hospital. Believe us, every unit took advantage of the opportunity. At six o'clock on Christmas Eve an army of Auxiliary women entered our with gifts of every set to work delivering the each man asked for. "We voice the sentiment man in Ashbury hospital that the interest and for us by the American iary of Minnesota made us were a long long way that we were in a hospital the fight of our lives to ourselves in civilian life as before we enlisted." "Oh, myl How Old mensely important x oman a trivial man ?" "Lacking a peruonal mor, she probably felt comic supplement." Place your order now Car at prices lower than been in the history of Cmpany. See ad on pag$ Wells I am prepared to p your well in the and smallest cost to me first. R. 3, OrtonviilePhone JUST THINK ! A LIBERTY BELL FREE OF CHARGE. This bank every boy and girl of this city to have one of home safes. They will help you save your dimes nickles. Open a Savings Account today and get a Bell Bank. 5 PER CENT PAID ON ALL SAVINGS ORTONVILLE STATE John Carlson, President. C. J. Stark, Culd. IL A. StucJ The Pie Special Plate Dinner Tasty Lunches Home Cooking Home Baking Special attention to and dance people Yours for Quality and Service C. A. BEARD, c PAGE 6 THE ORTONVILLE INDEPENDENT THURSDAY, JANUARY Certificate of Incorporation of the Big Stone County Co-Operative Livestock Association The undersigned, for the purpose of organizing a corporation under and oo pursuant to Chapter ,o of the Laws of the State of Minnesota for 1921, do hereby adopt and sign the following cartificate of incorporation. ARTICLE I The name of the corporation shall be The Big Stone County Co-operative Live Stock Association. The general nature of its business shall be conducting diversified farming, in- eluding dairying, breeding, raising, fattening, buying, selling, and dealing in all kinds of live stock, poultry, and other farm products, including the buying selling and dealing in its own products, the products of its individual mem- bers. and the uroducts of any other co-operative association, and its business shall be carried on upon the co-operative plan and shall be as authorized by Chapter z of the Laws of Minnesota for 1921 and other laws of the state applicable to such corporations, and in the management and conduct of its business it may borrow money, discount and rediscount notes, drafts, bills of exchange and other negotiable instruments that may be necessary or con- enient in the management and conduct of its business, and may acquire use :and dispose of all real and personal property and do any and all things inci- lental to or necessary or convenient for {he purposes of such business or any part thereof. The principal place of transacting such business shall be the City of Or- tonville, in Big Stone County, Minnesota. ARTICLE II The period of duration of the corporation shall be thirty (30) years. ARTICLE III The names and places of residence of the incorporators are as follows: A. B. Kaercher, Ortonville, Minnesota, Luke J. Keating, Graceville, Minn., Lewis A. Lien, Graceville, Minn., Earl M. Johnson, Beardsley, Minn., Jacob lVrey, Beardsley, Minn., Chas. Matthews, Clinton, Minn., K. G. Knudson, Beardsley, Minn, Win. Wellendorft Ortonvil!c, Minn., T. J. Anderson, Clinton, Minn., W. Kelly, Ortonville, Minn., W. H. Ms(thews, Ortonville, Minn., Geier Bros., Ortonville, Minn., Frank W. Dunn, Ortonville, Minn., F. L. Cliff, Orton- ville, Minn., Thee. Hundeby, Beardsley, Minn., O. J. Lofthus, Beardsley, Minn., Mrs. Win. M. Moroney, Beardsley, Minn., and Henry Heidecker, Graceville, Minnesota. ARTICLE IV The government of said corporation and the management of its affairs .shall be vested in a Board of five directors, who shall be elected at the annual meeting of the stockholders, which shall be held on the second Wednesday in Mbruary of each year. The following named incorporators shall constitute the first Board of Di- rectors: A.B. Kaercher, Charles A. Matthews, Luke J. Keating, William Wel- lendorf and Earl Johnson, and shall hold office until the first annual meeting f the stockholders in the year 1923 and until their successors are elected and lualified. At the first annual meeting of the stockholders in the year 1923 and an- aually thereafter there shall be elected five (5) directors to hold office for a term of one year. Directors so elected shall hold office until their successors are elected and <lualified. ARTICLE V The amount of the capital stock of this corporation shall be One Hundred housand Dollars ($100,04)0.00), divided into one thousand (1,000) shares of tbe par value of One Hundred Dollars ($100.00) each, and shall be paid in either in money or property, at such times and in such manner as the Board of Directors may prescribe. ARTICLE VI The highest amount of indebtedness or liability to which this corporation shall at any time be subject shall be One Million Dollars (1,000,000.00L ARTICLE VII The Articles of Incorporation of this corporation may be amended at any time and from time to time so as to change its corporate name or title, or as to increase or diminish its capitM stock, or to change the number and ar value of the shares of iis capital stock, or in any other respect now or here- :after authorized by law. The said Articles may be so amended in the follow- ing manner: 2"he Board of Directors, by a majority vote of its members, may pass a :resolution setting forth the full text of the proposed amendment, and also the full text of such section or sections as may be repealed by such amend- :ment. Upon such action by the Board of Directors notice shall be mailed ' to ach and every stockholder, containing a copy of the resolution so adopted, the full text of the proposed amendment, and also the full text of such section or :sections as may be repealed by such amendment. Such notice shall also desig- nate the time and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the stockholders is pres- ent or represented by a mailed vote, a majority of the members so present or represented by mailed vote may adopt or reject such.proposed amendment. _ In witness whereof, we have hereunto set our hands and seals this 12th ay of January, 1922. In the presence of: Grace F. Kaercher, R. C. Kaercher. W. H. MATTHEWS (Seal) GEIER BROS. (Seal) FRANK W. DUNN (Seal) F. L. CLIFF (Seal) A. B. KAERCHER {Seal) LUKE J. KEATING (Seal) LEWIS A. LIEN { Seal } EARL M. JOHNSON (Seal) JACOB FREY (Seal} CHAS. MATTHEWS (Seal) K. G. KNUDSON (Seal) WM. WELLENDORF (Sel) T. J. ANDERSON (Sea]) W. KELLY {Seal) THEe. HUNDEBY (Seal) O. J. LOFTHUS (Seal) MRS. WM. M. MORONEY (Seal HENRY HEIDECKER (Seal) STATE OF MINNESOTA,  ss OUNTY OF BIG STONE, On tbJs 11th day of January, 1922, before me, aNotary Pubfie, personall tppeared 'A. B. Kaevcher, Luke J. Keating, Lewis A. Lien, Earl M. Johnson Ja. *, rev. (:has. Mat(hews, K. G. Knudson, William Wellendorf, Thee Htmdeby, T. J. Anderson and W. Kelly to me known to be the persons de- sc'mea m and who executed the foregoing Certificate of IncorPoration, and acknowledged that they executed the same as their free act and deed. GRACE F. KAERCHER, Notary Public, Big Stone County, Minnesota. TATE OF MINNESOTA, My Commission expires January 10, 1924. COUNTY OF BIG'STONE. ss On this 12th day of January, 1922, before me, a Notary Public, personally tppeared W, H. Mat(hews, D. E. Geier, one of the members of the co-partner- ship known asGeier Brothers, Frank W. Dunn, F. L. Cliff, Henry Heidecker, Mrs. William M. Moreney, and O. J. Lofthus to me known to be the persons escribed in and who executed the foregoing Certificate of Incorporation, and acknowledged that they executed the same a their free act and deed. GRACE F. KAERCHER, Notary Public, Big Stone County, Minnesota. My Commission expires January 10, 124. BY.LAWS ARTICLE I Name and Location. Section 1.The name of this corporation shall be The Big Stone County riCo-operative Live Stock Association. Section 2.Its principal office shall be located at the city of Ortonville, in Big Stone C0unt, Minnesota. Section 3. Other offices for the transaction of business shall be located at uch places as th'e board of Directors may from time to time determine. ARTICLE II Capita] Stock. Section l.The amount of capital stock shall be One Hundred Thousand Dollars ($100,000,00), which shall be divided into one thousand (1,000) shares of the pa value of One Hundred Dollars ($14)0.00) each. Section 2.--All certificates of stock shall be signed by the President and the Secretary, and shall'be sealed with the corporate seal. Section 3.--Ireasury stock shall be held by the corporation subject to ]ispsal of the Board.of Directors and shall neither vQte nor participate in ] ividcnds. S c;ion 4.--The corporation shall have ,a first lien upon all the shares of its capital stock and up:on all dividends declared upon the same for any in- deht:e2hm..  he resp e.ctive holders thereof to the corporation. bectou o.Tranes of stock shall be made only on' he books of the or- lorat!cr., ::d he did- certificates, properly endorsed,.shall be surrendered and cancelled before a rm Cdrtificate 4s issued. The stock books Of tim cbrporation shall be closed against:transfers for a period of twenty (20) days before the day of 15ymnt of.dden ad before each annual meeting of stocl.01der. Section 6.N0" fg0a'h'all become R  Stockh61der ff the rp0ratibli: ex- cept by consent of the,Board of Directors, and no stockholder shall transfer ,r of his stock without first offering the same for sale to the nor- written from a stockholder of his intention to shall have thereof be greater than the par value, the book value thereof, such stock shall thereupon become the property of the corporation. Should the corporation tail to tender such amount to the stockholder within said period, the stock- holder serving such notice shall thereupon be free to dispose of the stock u.ithout restriction, except that no such stock shall be transferred or sold to any person not eligible for membership in this corporation. ARTICLE III Stockholders' Meetings. Section 1.Tbe annual meeting of the stockhoIders of the corporation shall be held at its place of business in the city of Ortonville, in Big Stone County, Minnesota, on the secomt Wednesday in February of each year, at ten o'clock in the forenoon, unless a different place and hour shall be desig- nated by the Board of Directors, and if such day fall on a legal holiday the meeting shall be held on the next succeeding business day. Section 2.Special meetings of the stockholders shall be held on the same place as the annual meeting, or at such other place within th State of Minne- sota as may be designated by the Board of Directors. Such special meetings may be called at any time by the President, or in his absence by the Vice i'resident, on vote of a majority of the Board of Directors. It shall be the duty of the President to call such meetings whenever requested in writing by stockholders holding ten (10) per cent or more of the capital stock, and in such case notice of the meeting shall be issued within ten (10) days and the meeting held within thirty (30) days of the receipt by the President of such request. Section 3.--Notice of the time and place of all annual and special meet- ings shall be mailed by the Secretary to each stockholder at his last known postoffice address not less than fifteen (15) nor more than thirty (30) days before the (late thereof. In case of special meetings the notice shall state the time, place and purpose of the meeting. Section 4.--The President, or in his absence a Vice-President, shall pre- side at all such meetings. Section 5,--At every meeting each stockholder shall be entitled to cast one vote, which vote may be cast in person or by mail but not by proxy. Votes by mail shall be accepted if certified to and signed by the stockholders so voting; provided, however, that a notice containing the exact text of the mo- tion or resolution has been mailed to each stockholder at his or its last known postoffice address and that a copy of the same is forwarded with and attached to the vote so mailed by the absent stockholder. The Board of Directors may cause a referendum vote to be taken by mail upon any action or recommends- glen of the Board or for the purpose of electing member of the Board of Di- rectors, subject to the same regulations as above provided. Section 6.Every stockholder shall have the right to vote for as many persons as there are directors to be elected. Section 7.A quorum for the transaction of business at any regular or special meeting shall consist of a majority of the stockholders when the total number thereof does not exceed one hundred, and at least ten (10) per cent of the total number of stockholders if there the be more than one hundred stockholders, but there shall always be .more than fifty (50) stockholders pres- ent or represented to constitute a quorum at any such meeting. Members present in person or represented by mailed vote shall be counted in estimating a quorum. The fact of the attendance of a sufficient number of stockholders to constitute a quorum shall be established by a registration of the stockhold- ers of the corporation, which registration shall be verified and certified to by the President and Secretary of the Association. Directors. Section 1.-=-Regular annual meetings of the Board of Directors shall be held immediately after the snnua! meein of the stockholders and t the same place. A majority of the Board shall be necessary to constitute a uorum and to transact business, but less than a quormn may adjourn frown me to time or without date. In addition to the annual meeting of the Board of Directors, the Board shall hold at least four (4) regular meetings during the year at times and places tb be designated by the President. Section 2.Special meetings of the Board of Directors shall be held in the principal office of the corporation or such other place as the Executire Committee shall designate, and may be called by the President and in his absence by a Vice-President or by a majority of the members of the Board whether the President is absent or not. Section 3.Notices of all regular and special meetings shall be mailed to each director by. the Secretary at least three (3) days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof. Section 4.A quorum for the transaction of business at any regular or special meeting of the Board, shall consist of a majority thereof, and a ma- jority of those present at any regular or special meeting shall have power to adjourn the meeting to a future time. Section 5.At the directors' meeting following each annual stockholders' meeting the directors shall elect the officers of the corporation and fix their salaries. An officer may be removed at any time by a majority vote of the Board of Directors. The Board of Directors may in its discretion appoint a general manager at such compensation and to serve for such period as may be deemed advisable, and such general manager shall have such powers and du- ties as may be prescribed by the board. Section 6.The absence of a member of the board from two consecutive regular or special meetings of the board, unless excused by the board, shall vacate the office of the director so absent. All vacancies in the Board of Directors, from whatever cause, may be " " " "  "n filled by the remaining dzrectors at any regular or specml directors meeti g, and directors so appointed shall sere until the next election. Section 7.A director may for cause be removed from his office at any an- nual meeting or at any special meeting called for trial purpose, upon the af- firmative vote of two-thirds of the stockholders present or represented; pro- vided that notice in writing of the proposed action of the stockholders con- ainin a brief statement of the charges against him shall have been mailed to such director at least ten (10) days before such meeting. At any special meeting the director whose acts are in question shall have the right to be heard in person and to be represented by counsel, and to produce and interro- gate witnesses. Section 8.During the interim between meetings of the Board the busi- css of the corporation shall be managed by an executive committee, which shall consist of the offiters of the corporation. Section 9.Previous to any annual stockhblders meeting the Board of Directors shall have the books and accounts of the association carefully au- dited by a reputable accountant, which report, together with a statement of the business done during the previous year, the general financial condition of the corporation, and the condition of its tangible property, shall be submitted to the stockholders at the annual meeting. Section 10.The Board of Directors shall require the General Manager and other officers, agents and employes having the custody or control of any of its funds or property, to give to the corporation a bond with a qualified 1| ! corporation as surety thereon, conditioned for the faithful discharge of the duties of such person, and in such amount, and with such company as surety as the Board of Directors shall require. The cost of such bonds shall be borne by the association. Section ll.Directors shall be paid necessary railroad expense for a- tendance at meetings and compensation to be fixed by a three-fourths vote of all of the member of the Board. but notto exceed $6.00 per day. Section 12.--The Board of Directors shall appoint one or more commit- teernen from each township for the purpose of recommending loans in said township. ARTICLE V Officers. Section 1.The officers of this corporation shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer. They shall be elected for a term of one year, and each shall hold office until his suc- cessor is duly elected and qualified. No one shall be eligible to any office who is not a director of the corporation, and any officer ,who ceases to be a di- rector shall cease to hold office as soon as his successq/" ig elected and qualified. The officers of Secretary and Treasurer may be held" by one person, in which event such person shall be called "Secretary-Treasurer." Any officer may he removed at any time, with or without cause, by a majority vote of all othe members of the Board of Directors. Section 2.The President shall preside at all meetings of the stockholders and directors; shall have general supervision over the affairs of the cOrpOra- tion and over the other officers; shall sign all contracts, deeIs, and docu- ments requiring the corporate seal, and shall perform such other duties as are Incident to his office, or as may from time to time be prescribed by the Board of Directors. Section 3.The Vice-Presidents shall, in the absence of the President or his inability to act, have all the powers and perform all the duties of the President. Section 4.The Secretary shall keep a record of the proceedings of all meetings of the stockholders and Board of Directors, and shall attest the same by his signature. He shall be responsible for the safe-keepin of all papers and documents of the corporation which properly belong to hm office and of the corporate seal, and all of the same shall be kept at the principal office of the corporation, unless otherwise authorized by the Board of Direc- tors. He shall attest certificates of stock and all instruments requiring the corporate al, and shall affix the seal thereto, and shall issue notices of meet- ings as required, by the by-laws. Section 5.The Treasurer shall safely keep and account for all moneys, funds and other property which may come into his hands, and shall perform the ftmctions of the general audit of the booksand accounts of the corpora- ton. He shall keep all moneys of the corporation in such bank or banks as the Board of Directors shall prescribe. AD checks, promissary notes, bills of exchange and other instruments for the payxnent of money or evidencing debt which shall be issued by the corporation shall be signed by such officers as the Board of Directors from time to time may designate. An employee other than an officer may be by the Board authorized to countersign any and all such writings, but each and all thereof shall be signed by at least one officer of the Corporation. ' Stion 6.--In case of the absence or inability to act of the Secretary or Treasurer, the duties of such offices shall devolve upon and be performed by such persons as.the Board of Directors may prescribe. ARTICLE VI ., Dividends nd Finant,, Section l!,Dividends not to exceed eight (8) per cent per yeax and as authorized b-iw may be deelail from time to te.by r-esolution  'the Board of rs, and shall be paid out of the mrpt ,us earmngs of the eor- Section 2.--The net earnings of the corporation not distributed in dends on the stock or set aside in reserve fund shall be distributed as end of the fiscal year as follows: The remainder of the net earnings distributed to stockholder in the form of dividends declared of stock or other commodities sold or the amount of money stockholder shall receive one-hMf of the dividend awarded to based also upon the amount of commodities sold or money borrowed. Section 3.--The funds of.the corporation shall be aleph)sited in or trust company as ne oirectors shall designate and shall be upon the check or order of the officers or employes designated by the of Directors. ARTICLE VII Certificates of Stock. Section 1.The certificates of stock of this corporation shall be stantally the following form: No ........................... The Big Stone County Co-operative Liw, Stock Association. Incorporated under the laws of the State of Minnesota. Certificate of Stock. Capital Stock $100,000.00. Shares $100.00 This Certifies that .................................................................. is the holder of ......................................................................... shares of the of The Big Stone County Co-operative Live Stock Association, a transferable on the books of the corporation only on surrender of tificate in accordance with the By-Laws of the corporation. The transfer of this stock is limited by the By-Laws of te i.o which reference is made for more definite information. Dated at Ortonvilte, Minnesota, this .................. day of 1922. Attest: Secretary. (Corporate Seal) Section 2.All certificates of stock shall be signed by the a Vice President and by the Secretary, and shall have the affixed. ARTICLE VIII Seal. Section 1.The seal of this corporation shall be a circular die, in ter of which shall appear the words "Corporate Seal" and around part of which shall appear the words "The Big Stone Live Stock Association." An imprint of such seal is affixed ARTICLE IX Amendments. Section 1.Amendments to these By-Laws may be made by vote of the stockholders present at any annual stockhold special meeting of the stockholders called for that purpose, posed amendment has been set out in the notice of such meeting. HOW THE LEGION WORKS. Reprinted from The Pajama Gazette, Ashbury Hospital, Minneapolis. The Paja.ma Gazette, official weekly bulletin of the disabled veterans of Ashbury hospital, Minneapolis, whose motto is to "Unify, to Pacify, to Satis- fy," has the following to say about the efforts of the American Legion Auxiliary to bring Christmas cheer to the disabled: "A month before Christmas mem- bers of the Am. L..A. asked every buddy what he wanted for Christ- mas. Nearly every comrade voiced his wishes. If a patient was timid about stating his desires, the ladies scouted around to find out just what would please the bashful boys. They sure guessed right as every man here seems well pleased with his remem- brance from the American Legion Auxiliary. "Some fellows wanted pajamas, oth- ers wanted woolen stockings, still others wanted shoes, money, articles of clothingin short, what each an I wanted, he got. The method used by t the Legion Auxiliary in obtaining and t distributing the Christmas packages I was highly efficient. Nearly every l town in Minnesota has a Legion Aux- iliary. When the wishes of the boys were made known, the name of a dis- abled comrade was sent to each out- of-town unit, which promptly mailed the desired article. "In this way, every American Le- gion Auxiliary Unit in Minnesota had an opportunity to contribute to the Christmas cheer at Ashbury hospital. Believe us, every unit took advantage of the opportunity. At six o'clock on Christmas Eve an army of Auxiliary women entered our with gifts of every set to work delivering the each man asked for. "We voice the sentiment man in Ashbury hospital that the interest and for us by the American iary of Minnesota made us were a long long way that we were in a hospital the fight of our lives to ourselves in civilian life as before we enlisted." "Oh, myl How Old mensely important x oman a trivial man ?" "Lacking a peruonal mor, she probably felt comic supplement." Place your order now Car at prices lower than been in the history of Cmpany. See ad on pag$ Wells I am prepared to p your well in the and smallest cost to me first. R. 3, OrtonviilePhone JUST THINK ! A LIBERTY BELL FREE OF CHARGE. This bank every boy and girl of this city to have one of home safes. They will help you save your dimes nickles. Open a Savings Account today and get a Bell Bank. 5 PER CENT PAID ON ALL SAVINGS ORTONVILLE STATE John Carlson, President. C. J. Stark, Culd. IL A. StucJ The Pie Special Plate Dinner Tasty Lunches Home Cooking Home Baking Special attention to and dance people Yours for Quality and Service C. A. BEARD, c .... tbeof be greater than the par value, the book value theof, such stock shall! , net eait Certificate of Incorporation of the Big Stone th ....... come gh ......... f th ..................... h ................... st lil to te:idtr such amount to tile stockholder within said period the stock end r  fo ow . o e- e- such no e she h pon be free to dispose of the stock distributed to stoekho der n th County Co Operative Livestock +i+h ......... Li .......... th ............ k shall b ..... Association soy pe ...... t eliglble f ..... bees}lip in this orpotion. The dersignad, for the purpo of organizing a corporation under and ursnt to Chatar  of the Laws of the State of Minnesota for 19Zl, do 1D eby adopt and iga the following rtifite of incorporation. ARTICLE ! The name of the rpotJoa shall be The Big Stone Coty Co-operative Li Stock Association. The geneea natu of its business shall be eonductlng dignified fain,in- eluding dairying, beding, raing, fattening, buying, selling, ad dealing i 1 ldnde of live stock, poultry, d other fan,, products, indudlng the buying lling and deallng in its own pduets, the pducts of its indiddl mem- ber. and the pduets of any other co-opet2ve aocJao, and its business hslZ be carried on upon the eo-opetive plan and shall be  authorized by Cater z of the Laws of Miesota for 1921 and other laws of the state ppable to such orporatlons, and in the mangm*nt and conduct of its bBiness it may below m0oy, dioaat and llseount notes, drafts, bills n hange d ether gotiabh instruments that may b nessary or c0n- nlent Jn the management ad co.duet at its business, d may qui  and dspose of all 1 ad peonal property and do any and al things ind- der/l to or nesry or nventent fr the purposes of sh biess or an part their. The prmdpa] ple of transacting eh biness shalt be the City of Or. tone'lie in Big Sto County, nneta. ARTICLE II The peod of dution of the ooton haU be thirty (3O) years. ARTICLE III The names and pl of sidence of the incorporators a as follows: A. B. Kaeher, 0rtonille, Minnesota, Luke . Keating, Greville, Minn., Lew A. Li, Gvile, Min, Earl M, Johnson. Brdsleey, Minn., J Iey Beardsley. tan. Chas. Mottling, Clinton, Min., IL G. Knudson Beardsley, Minn, Win. Wettend?rf, Ort.vile, Mien T. J. A]deon Clint?n nn., W. Kelly. Ortoavlle, Minn., W. H. Matthew., OrtonlIe, Minn., Geie, Br. Oxtonvllle Min, Fnk W. Dunn, Ortontie, Minn. F. L Chff. Often. vii e MLle., Thee. Huudeby, Beardey, Min., O. J. Lofthus, Beardsley, Min. r Win. M. Moroy, Beards ey, M nn., ad Henry lietecker, Groovy le innesot ARTICLE IV The Revetment of id corpmtlon and the mnagemt of its affal hall e sted in a Brd of We dlCto, wh shall be dted  the n mtng of the stockholders, which shal be held ou the n Wednesday i lCebry of eh year. '  D' Te following ned inrporators shatl eestltu e the flt Board of 1. rectors: A. B, Kaeher Chartes A. Matthews, Lke J. Keafing, wtnam We lendelq and Earl John.s, and hall hem orate nat the flt a meetl f the stldolde in the year I3 d untll their saeso a elected a ,qualied. At the rst annual etig of the stkholde in the year 1923 d , l]y therexfter there shall be elated five (5) dirtra to hold since for * tem of one year. Dietors  elated shall hold em until their suceeaso a lted ant lifled. ARTICLE V The ount of the capital stock of this corporation shaU he O Iund/ 'rhond Dollars $10000.001, divided into one they.d (l,0O0) shas ell the par value of One ldred Dollars ($100.00) each, and shal be paid ir ither in money or prq pertT, at such tlmes and in sh mner as the Board o Directo may prene. ARTICLE VI The ghe amount o indebtlness or Iiabiilt to wblch tMs rporatir hal} at any time he ubjt shall be One Mlitio Dollars (1,000.000.00). ARTICLE ell The Articles of Incorporation of thi rpoation  be amended al y tl d from time t time  s to change ,to rporte ame or tlfle  as to inclose or dimimsh its cap,tel stk. or to change the number  1mr val of the shas of i capital tock, or in any other sect now or her .after authorized by taw. The Said Articles y be so anded n he follow- ing mmer: The Board of Dtors. by a mJnrit vote of ts member, may pass a ;so]utlon ttlng forth the full text of the pposed endment, and also the fu text of sh sect or tions as may be paled by such azaend. nt. Upo such action by the Board of Director notice .shll be mled to h and every stockholder, ntanJng a copy of the lnn so opti. the full rex* of the posed amdmen and al the full text of c section or tions as may e repealed by such amendment: Such noti shall also destg ate the tne ad place of toe mting at which such pposed aadmnt shalt be considered d voted apo If a qu?mm of the stockholders is pres- ent or repsentod b a mailed vote, a majesty of the members so prent nr acpsentl by mailed vote may adopt or reject ueh proposed amndren In witness whef, we have hetmto set our bands d als this lth day of Jaunty, 1922. In thQ p of: Grace F. Kaercher, P C. Kaercher. W. H. MATTHEWS (Sea) GglER BROS. (Seal) Seal) FRANK W, DUNN ((Seal) F. L. CLIFF A. B. KAERCHFR (Seal) LUKE J. ILATING (Sl) LEWIS A. LIEN ( Seall EARL M. JOHNSON (Seal) i JACOB FREY (Seal CHAS. ATTHEW$ (Seal) K. G, KNUDSON (eal) wu. WLLEDORr ISe T. J. ANDERSON Se ) W. KELLY (Seal) THEO. HUNDBY Sl) o, J. LOF'I'IIUS (Sea) MRK WM. M. MORONEY (Seal HENRY HEIDECKER (Seal) gA'I OF MINNESOTA, I s COUNTY OF BIG TONE, ARTICLE ill StockhMders' Meetings. S:tion L--The annual meeting of shall be held at its late o Ortenvle, n Bi Count, Minnesota, on the cond ten o'clock in the forenoon, unless hated by the Bod of Directes, and if ,n a legal holiday t mtlng Stlon 2.--Spedal mtngs of the steokhold shall be held on the same pI as the ann.S.meeting, or at sh other ple wthi the 8tale. nf M'nnl sots as may be deslgnated hy the Board of D,rectrs. Such speclal meetang may he hed at an time by the President, er in his absence by the Wee 'rcsidnt, e,, veto o a orlty of the Board of Dtom It shall he the duty ef the Pident to cal ah meegs whenever quested in writing b tockbelders holding ten (I0) per cent or mo of the pital stk, and ie such case notlee of the meeting shall be issued wlthln ten (I0) day and he meeting held witbln hrty (S01 day ef the ript by the President of suc request, Section .--Neti of the time and gie ef all annual and special meeb gs shall be maild hy the Secretary to each stkholder at hls last ko aostofee sddss not less than fifteen (15) nor morn th thirt (30) da ay ,efo the ,late thereof, In ease o special meetings the no0 shall state th time, place sod purpose of the meeting. Section 4The President, or in his absen a Vec-Presdent, shall p side at al such meetings. Section .--At every meetln each stockholder shall he entitled to cas ane vote which vote may be s in person or b mdl but not by proxy votes b mail shall be apted f rtiflec to d s ned by the steekho, e sc otln; provided, hower, that a notice eontalnng the exact text nf the me lien or reselutlon has bees mailed to each stkholder at his or its lt kno ptomce addss d that a copy of the  I forwarded qth and attachec to the vote so mailed by the absent teckholder. The Board of Dito ma cau a fendum vote te be taken by mini upon any action or mmend uon of the Bnard or or the purpose of elating mbe of t1' Board of DI ctors subject to the same gulations as above prodded. S'on 6Every stkho der she have the r gh to vote for as mar rsons aa the are dieters to be elted. Section 7.--A quo for the tstio of business at y regallar t sFeeaai meetin shall consist of a ma$orltof the stoekholde wbea the tots nber theof dries not, erred one hundr, and at let te (10) r ce1 ef the tots number of stockholders f th hen be more than ne und stockholders, but there shall always be mo than fifty (501 stokhelde p lent er presented to stitute a quo at ay ueh meetlng. Imbel rent in peon or represed by mailed vote shall he counted in esUmati a quorum, The fact of th attendance ef a sumeient nber of teckhold to constitute a qualm shall be established by a registration o the toekhold- rs of the corporation, which istration shall be verified ad certified to t the psident and Secreta of the Asneitioa. Dirtera. Stion l-Regular annl meetings of the Board of Dtors shall l eld immediately after the nnnal meein of the stkhohle d t the a giae A maorit ef the Board shall be ressary to constltuto a om and tn tranct business, but Jess t&an a quora ,nay adjou1 t, tlme to tlma or dtheut date. In addlton to the nua meeting of the Bard f Dito the Board shall hold at leas for (4) reg'aar metingz during the year at tme and las tb be deslgted by the president. Section 2.--Spi2meengs of the Board of Dicto shall be bald.in the princlpal om of the eorporatlen or such other ple as the Exerutl Committee shall designate, and may be cared by the President d in his abnte by a Vice-President or by a majority of the members o! the Roerd hether the PIdent is abs,nt or not. St on 3.rNotiees of all gma and special meetings shall be maled to eh di.tor b the secretary at least th ) days prior to the tlme freed or the meeting. All 0tlces of special mtings she I state the pupate theof. son 4.--A quem for the transaction of business at any regular or special meeting of the Board, shall consist of a majority thereof, and a ma- orty of thoe psent a ay regadar nr psdal mting han have power to adjourn the mting to a futu time. Secon At the dieters' meetin following eh annl stoekholder' meeng the dictors shall dec* the oers o the rperatieu and fix their alarle An ameer may he removed at y time by a rnajorlt vote of the Board af Directo. The Board ef retora  in its d1tton appolat a general manager at such mtenaBen and to e or such pexaod  may be deemed advJble, and suh generl mauager shall have sach powers and du- ties as may be reseribed by the board. Section 6.--The abseu ef a member of the board from two eosutive gular er spoclal mtlngs of the brd, unless excd by the board, shall ate the em of the director so abnt. All vancies in the Bed of Dirtors from whaver ease may be filled by the mainh,g directo a any regeaar or special directors' meeting, d dlretors so appointed shal so ant the next election, Section 7A dir*tor may for ca be remand from his omee at an an- nul meeting or at  special mting coiled for tat purpose, upon the af- firmative vote ef two-thirds of the stoeldelderspnt er rnted; pro- v ed hat o ice in writ'rig of the pposed tion of the stockholders con- n n a brief statemn* of the eharg agans hm shall have been totaled ,, such dirtor at least ten I0 day before such mtlng. A any special ,eetin the dirtier whose acts am  qaestlon hd haw ke right to be heard in person and to be repnted hy uul, d to pmdu and inter- gate wituessos. Stlen 8.--I)ring the nterlm betwn meetings of the Board the bt- ,,ess of the cororato shal be menaced by  exetlve mmittoe, wh,eh shall renslst of the omeers of the corporation. Sectio 9.--Prep%as to any annl stoekhblder mting the Beard of Dito shal have the boos and aots of the assiatleu refuily au dlted by a reputable eountant. which report, together dth a statement of 1e business done during the pvous ear, the genera] I the corporation, and the condition of ts tangible pert to the sekbelde at the annual meeting. 8tion 10.--Te Roard of Directo co oration as surety drecs of sueb pern and n such amt, d vth sach pan as uret as the Beard ef Directors shal reqm. The cost of such bonds she be born bed.ectionals Ul__TheOn the amount of commodities sold On tis llth day of Jry, 1922, before me, a Not.tT Public psrsonll ppeared A, B. Kr, Luke J. Kating. Lewis A. Lien, Earl . ffolmson, by the aeiation. Ja ,,h Free.  has. Matthewa. K. G. Kudn* William Wellendot-/, 'rh Stion ll.--Dito shld] be paid naary ilad expense for a. [Imdeby, T. if. Ander0 d W. Kelly to  kno to he the ons d tendanee at mtJngs ad eompensatlon to be fixed by a three-fourths te el x taea m and who exuted the foging Ceeticat o In.*poratlon, an all of the member of the Board, but nolle exceed $6.00 Per da. eknow{edged that they exettl the e  their fe laet and deed. Stion 12,--The Board of 10ireetor shall appolnt one en from eevh to.ship for the purpose of recommending loans in GRACE F. KAERCHER, Notary Poblle, lig Stone Cety, Minuets_, weahip. My Commtsslon expires January 10, 19..' ARTICLE V TATE OF bIINNFOTA, Omers. X)UNTY OF BIG 8TONE. s Sectinu lThe officers of this rporatlon shall be a President, a Firs On thls 12th day of Jantml T, 1912. hefo me, a Notary PobHe. pelonally VlPresident, a Snd ViPsidf, a Smt lr'y ad a Tryout* They ppesred W* H, MatthawsD, E. Gei, e of the members of tbv -m't ne 1 mh shall hold effl til hi suc- hip lae as Gtdee Btho, Frauk W. Du, F. l Cliff, Henry Heldeeker, i Nrs. WiIHam M. Moroney, aud O. J. Loft?a to m knn to be the .p, easo ] seibed in and who  fle fa Cer fiflte of I ration, and GRACE F. KAERCHER, Notary PubE'e, ig 8ton C@ttF, neots- lraoved at any time, with or withcat ca, by s Jorlty My Comnson expires January lU, 1. members of the Board of Dlrectorg Section 2Th President shall pide at all meetin o the stodoldm and ilreots; shall have general aeorvision over the al of th6 otora. RV.IAW . and over the other offtce .... 11 alga all ntracts ........ d .... a reqdrng the rporae sl, d abel1 geffom Re2a othsr dutl a lntident to his em. or aa may from time to  ht prseribed by the ARTICLE I Home and latio Stian 1.--Yae name of thts omtlon shall ba The Big $ne Cnty JHltlve I Stock Aslatan. etion 2,--It nncip o Big Stone Ceunty, nt Section 3. Other eltts for the stlon of bllness S lch places as  boalxl of reto may from ti to tl dterml. ARTICLE 11 Capital Stk. Dollars to He shl] corporate al, ing$  reqRired by the by-laws. tion 5.--The Tur shall safely kp ad guut for 11 moneys , come into hi* hands, ad shall perfom Oon. H, the Boaz ether ltnlmt or the sy the each and all theof shall  igned by ARTICLE VII Certificates of Stock. gsden 1.--The eertifitos of stk of thi* corporation shall be antally th following form: o ................ The Big 8tone mat7 Ca-operalve Lie, Stk ABciatl. Incorporated under lbe laws of the Stst of Minnesota. Cerlieate or Stock. Capital Stock $100,000.00. She This Certifies that ............................................... holder ef ............................................. sh of e of The Rig Sto County Co-operative Lve Stk Assseiath transferable en the bks of the rporatien sn y on sur tificate in accordance with the By Laws of the corporation . The transfer of this stock is limited I :o wMeh !92Dated_ at Ortonville, Minnesota, this ................. d Attest: ................................................ Seetary etlon 2,--All cemfltes of stk shall be signed by the PlSl l a Vice President and by the Seetary, and shall ha the c, ruoa fxed. ARTICLE VIII SL Stion lThealof this co ra ou ha/ beaeirculardie, n ter of which shall appear the wos "Corporate Seal,, and ou part of whleh shall appr the words "The ]Big Stone cty hc Live Stock Asdation." An imprint of such seal is affixed to this ARTICLE 1X i o-r Amcndmt Section 1.--Amendraents to the By-Laws  be mode by a vote.of the sldaolde psent at any annual steele ders meet cnl mt]ng of the stoekhode called for that purpose, whelt osed endment has bee ....... in the aeti of such ul teeting. HOW THE LEGION WORKS. Reprinted from The pajama Gazette, Aahbary HespJtaL Miaaeaolis. The paa Gette, omei wkly bulet,, of the disabled vetes of "We vcics the sentiment d Ashbury hospital Minneapolis, whose n in Ashbury hospita w otto s to "Unify, to Pacify, to saris- that the iaterst and fy," has the following to say beut for us by the efferts of the Amen Legion were a long Auxiliary the disabled: "A month the fight bees of the Am. L.A. asked evsvy in ciAlan life as buddy what he wted for Christ- mas. Nearly every comrade his ishes. If a patient was tIrmd "0, my Ho beut stating his dires, the ladies msel imp ant scouted aund te find out just what  tal ma?" would plee the bhl beys. They "Laekin :, pe,,nal sure guessed right as every man here ,or. seems "#ell gied wth his sapplemt." brace frem the Amefi Legioa Auxiliary. ! "Some fe s wan ed paj, oth- Car at I ers wte,l woelen tldngs, stll I in t others wanted shees, money, artdes Company. of elothlngmn short, what eh n  wanted, he got. Tho method used by  the Legion Auldlisl, in ebtinng and ............................ Well was highly eclent. Nearly every tew n Minnesota ha a Legion Any itiary. When the wishes of the boy we made kno, the ne of a dis- abled ede was sent to eh out- of-town unit, which promptly mailed the desired artlele. "In this way, ery America Le* glen Auxiliary Unit in blinneta had l*  an opgortfty e ntzbute to te Christmas char at Ashbury hospital. R. 3, OrtonvlliePhoe 10 Believe us. every lt took advantage of the opportunity, At six o'clock o The Pie : Special Plate Dinner Tasty Lunches Home Cooking Home Baking Special attention to and dance people Yours for Quality and Service C. A, BEARD PAGE 6 THE ORTONVILLE INDEPENDENT THURSDAY, JANUARY Certificate of Incorporation of the Big Stone County Co-Operative Livestock Association The undersigned, for the purpose of organizing a corporation under and oo pursuant to Chapter ,o of the Laws of the State of Minnesota for 1921, do hereby adopt and sign the following cartificate of incorporation. ARTICLE I The name of the corporation shall be The Big Stone County Co-operative Live Stock Association. The general nature of its business shall be conducting diversified farming, in- eluding dairying, breeding, raising, fattening, buying, selling, and dealing in all kinds of live stock, poultry, and other farm products, including the buying selling and dealing in its own products, the products of its individual mem- bers. and the uroducts of any other co-operative association, and its business shall be carried on upon the co-operative plan and shall be as authorized by Chapter z of the Laws of Minnesota for 1921 and other laws of the state applicable to such corporations, and in the management and conduct of its business it may borrow money, discount and rediscount notes, drafts, bills of exchange and other negotiable instruments that may be necessary or con- enient in the management and conduct of its business, and may acquire use :and dispose of all real and personal property and do any and all things inci- lental to or necessary or convenient for {he purposes of such business or any part thereof. The principal place of transacting such business shall be the City of Or- tonville, in Big Stone County, Minnesota. ARTICLE II The period of duration of the corporation shall be thirty (30) years. ARTICLE III The names and places of residence of the incorporators are as follows: A. B. Kaercher, Ortonville, Minnesota, Luke J. Keating, Graceville, Minn., Lewis A. Lien, Graceville, Minn., Earl M. Johnson, Beardsley, Minn., Jacob lVrey, Beardsley, Minn., Chas. Matthews, Clinton, Minn., K. G. Knudson, Beardsley, Minn, Win. Wellendorft Ortonvil!c, Minn., T. J. Anderson, Clinton, Minn., W. Kelly, Ortonville, Minn., W. H. Ms(thews, Ortonville, Minn., Geier Bros., Ortonville, Minn., Frank W. Dunn, Ortonville, Minn., F. L. Cliff, Orton- ville, Minn., Thee. Hundeby, Beardsley, Minn., O. J. Lofthus, Beardsley, Minn., Mrs. Win. M. Moroney, Beardsley, Minn., and Henry Heidecker, Graceville, Minnesota. ARTICLE IV The government of said corporation and the management of its affairs .shall be vested in a Board of five directors, who shall be elected at the annual meeting of the stockholders, which shall be held on the second Wednesday in Mbruary of each year. The following named incorporators shall constitute the first Board of Di- rectors: A.B. Kaercher, Charles A. Matthews, Luke J. Keating, William Wel- lendorf and Earl Johnson, and shall hold office until the first annual meeting f the stockholders in the year 1923 and until their successors are elected and lualified. At the first annual meeting of the stockholders in the year 1923 and an- aually thereafter there shall be elected five (5) directors to hold office for a term of one year. Directors so elected shall hold office until their successors are elected and <lualified. ARTICLE V The amount of the capital stock of this corporation shall be One Hundred housand Dollars ($100,04)0.00), divided into one thousand (1,000) shares of tbe par value of One Hundred Dollars ($100.00) each, and shall be paid in either in money or property, at such times and in such manner as the Board of Directors may prescribe. ARTICLE VI The highest amount of indebtedness or liability to which this corporation shall at any time be subject shall be One Million Dollars (1,000,000.00L ARTICLE VII The Articles of Incorporation of this corporation may be amended at any time and from time to time so as to change its corporate name or title, or as to increase or diminish its capitM stock, or to change the number and ar value of the shares of iis capital stock, or in any other respect now or here- :after authorized by law. The said Articles may be so amended in the follow- ing manner: 2"he Board of Directors, by a majority vote of its members, may pass a :resolution setting forth the full text of the proposed amendment, and also the full text of such section or sections as may be repealed by such amend- :ment. Upon such action by the Board of Directors notice shall be mailed ' to ach and every stockholder, containing a copy of the resolution so adopted, the full text of the proposed amendment, and also the full text of such section or :sections as may be repealed by such amendment. Such notice shall also desig- nate the time and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the stockholders is pres- ent or represented by a mailed vote, a majority of the members so present or represented by mailed vote may adopt or reject such.proposed amendment. _ In witness whereof, we have hereunto set our hands and seals this 12th ay of January, 1922. In the presence of: Grace F. Kaercher, R. C. Kaercher. W. H. MATTHEWS (Seal) GEIER BROS. (Seal) FRANK W. DUNN (Seal) F. L. CLIFF (Seal) A. B. KAERCHER {Seal) LUKE J. KEATING (Seal) LEWIS A. LIEN { Seal } EARL M. JOHNSON (Seal) JACOB FREY (Seal} CHAS. MATTHEWS (Seal) K. G. KNUDSON (Seal) WM. WELLENDORF (Sel) T. J. ANDERSON (Sea]) W. KELLY {Seal) THEe. HUNDEBY (Seal) O. J. LOFTHUS (Seal) MRS. WM. M. MORONEY (Seal HENRY HEIDECKER (Seal) STATE OF MINNESOTA,  ss OUNTY OF BIG STONE, On tbJs 11th day of January, 1922, before me, aNotary Pubfie, personall tppeared 'A. B. Kaevcher, Luke J. Keating, Lewis A. Lien, Earl M. Johnson Ja. *, rev. (:has. Mat(hews, K. G. Knudson, William Wellendorf, Thee Htmdeby, T. J. Anderson and W. Kelly to me known to be the persons de- sc'mea m and who executed the foregoing Certificate of IncorPoration, and acknowledged that they executed the same as their free act and deed. GRACE F. KAERCHER, Notary Public, Big Stone County, Minnesota. TATE OF MINNESOTA, My Commission expires January 10, 1924. COUNTY OF BIG'STONE. ss On this 12th day of January, 1922, before me, a Notary Public, personally tppeared W, H. Mat(hews, D. E. Geier, one of the members of the co-partner- ship known asGeier Brothers, Frank W. Dunn, F. L. Cliff, Henry Heidecker, Mrs. William M. Moreney, and O. J. Lofthus to me known to be the persons escribed in and who executed the foregoing Certificate of Incorporation, and acknowledged that they executed the same a their free act and deed. GRACE F. KAERCHER, Notary Public, Big Stone County, Minnesota. My Commission expires January 10, 124. BY.LAWS ARTICLE I Name and Location. Section 1.The name of this corporation shall be The Big Stone County riCo-operative Live Stock Association. Section 2.Its principal office shall be located at the city of Ortonville, in Big Stone C0unt, Minnesota. Section 3. Other offices for the transaction of business shall be located at uch places as th'e board of Directors may from time to time determine. ARTICLE II Capita] Stock. Section l.The amount of capital stock shall be One Hundred Thousand Dollars ($100,000,00), which shall be divided into one thousand (1,000) shares of the pa value of One Hundred Dollars ($14)0.00) each. Section 2.--All certificates of stock shall be signed by the President and the Secretary, and shall'be sealed with the corporate seal. Section 3.--Ireasury stock shall be held by the corporation subject to ]ispsal of the Board.of Directors and shall neither vQte nor participate in ] ividcnds. S c;ion 4.--The corporation shall have ,a first lien upon all the shares of its capital stock and up:on all dividends declared upon the same for any in- deht:e2hm..  he resp e.ctive holders thereof to the corporation. bectou o.Tranes of stock shall be made only on' he books of the or- lorat!cr., ::d he did- certificates, properly endorsed,.shall be surrendered and cancelled before a rm Cdrtificate 4s issued. The stock books Of tim cbrporation shall be closed against:transfers for a period of twenty (20) days before the day of 15ymnt of.dden ad before each annual meeting of stocl.01der. Section 6.N0" fg0a'h'all become R  Stockh61der ff the rp0ratibli: ex- cept by consent of the,Board of Directors, and no stockholder shall transfer ,r of his stock without first offering the same for sale to the nor- written from a stockholder of his intention to shall have thereof be greater than the par value, the book value thereof, such stock shall thereupon become the property of the corporation. Should the corporation tail to tender such amount to the stockholder within said period, the stock- holder serving such notice shall thereupon be free to dispose of the stock u.ithout restriction, except that no such stock shall be transferred or sold to any person not eligible for membership in this corporation. ARTICLE III Stockholders' Meetings. Section 1.Tbe annual meeting of the stockhoIders of the corporation shall be held at its place of business in the city of Ortonville, in Big Stone County, Minnesota, on the secomt Wednesday in February of each year, at ten o'clock in the forenoon, unless a different place and hour shall be desig- nated by the Board of Directors, and if such day fall on a legal holiday the meeting shall be held on the next succeeding business day. Section 2.Special meetings of the stockholders shall be held on the same place as the annual meeting, or at such other place within th State of Minne- sota as may be designated by the Board of Directors. Such special meetings may be called at any time by the President, or in his absence by the Vice i'resident, on vote of a majority of the Board of Directors. It shall be the duty of the President to call such meetings whenever requested in writing by stockholders holding ten (10) per cent or more of the capital stock, and in such case notice of the meeting shall be issued within ten (10) days and the meeting held within thirty (30) days of the receipt by the President of such request. Section 3.--Notice of the time and place of all annual and special meet- ings shall be mailed by the Secretary to each stockholder at his last known postoffice address not less than fifteen (15) nor more than thirty (30) days before the (late thereof. In case of special meetings the notice shall state the time, place and purpose of the meeting. Section 4.--The President, or in his absence a Vice-President, shall pre- side at all such meetings. Section 5,--At every meeting each stockholder shall be entitled to cast one vote, which vote may be cast in person or by mail but not by proxy. Votes by mail shall be accepted if certified to and signed by the stockholders so voting; provided, however, that a notice containing the exact text of the mo- tion or resolution has been mailed to each stockholder at his or its last known postoffice address and that a copy of the same is forwarded with and attached to the vote so mailed by the absent stockholder. The Board of Directors may cause a referendum vote to be taken by mail upon any action or recommends- glen of the Board or for the purpose of electing member of the Board of Di- rectors, subject to the same regulations as above provided. Section 6.Every stockholder shall have the right to vote for as many persons as there are directors to be elected. Section 7.A quorum for the transaction of business at any regular or special meeting shall consist of a majority of the stockholders when the total number thereof does not exceed one hundred, and at least ten (10) per cent of the total number of stockholders if there the be more than one hundred stockholders, but there shall always be .more than fifty (50) stockholders pres- ent or represented to constitute a quorum at any such meeting. Members present in person or represented by mailed vote shall be counted in estimating a quorum. The fact of the attendance of a sufficient number of stockholders to constitute a quorum shall be established by a registration of the stockhold- ers of the corporation, which registration shall be verified and certified to by the President and Secretary of the Association. Directors. Section 1.-=-Regular annual meetings of the Board of Directors shall be held immediately after the snnua! meein of the stockholders and t the same place. A majority of the Board shall be necessary to constitute a uorum and to transact business, but less than a quormn may adjourn frown me to time or without date. In addition to the annual meeting of the Board of Directors, the Board shall hold at least four (4) regular meetings during the year at times and places tb be designated by the President. Section 2.Special meetings of the Board of Directors shall be held in the principal office of the corporation or such other place as the Executire Committee shall designate, and may be called by the President and in his absence by a Vice-President or by a majority of the members of the Board whether the President is absent or not. Section 3.Notices of all regular and special meetings shall be mailed to each director by. the Secretary at least three (3) days prior to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof. Section 4.A quorum for the transaction of business at any regular or special meeting of the Board, shall consist of a majority thereof, and a ma- jority of those present at any regular or special meeting shall have power to adjourn the meeting to a future time. Section 5.At the directors' meeting following each annual stockholders' meeting the directors shall elect the officers of the corporation and fix their salaries. An officer may be removed at any time by a majority vote of the Board of Directors. The Board of Directors may in its discretion appoint a general manager at such compensation and to serve for such period as may be deemed advisable, and such general manager shall have such powers and du- ties as may be prescribed by the board. Section 6.The absence of a member of the board from two consecutive regular or special meetings of the board, unless excused by the board, shall vacate the office of the director so absent. All vacancies in the Board of Directors, from whatever cause, may be " " " "  "n filled by the remaining dzrectors at any regular or specml directors meeti g, and directors so appointed shall sere until the next election. Section 7.A director may for cause be removed from his office at any an- nual meeting or at any special meeting called for trial purpose, upon the af- firmative vote of two-thirds of the stockholders present or represented; pro- vided that notice in writing of the proposed action of the stockholders con- ainin a brief statement of the charges against him shall have been mailed to such director at least ten (10) days before such meeting. At any special meeting the director whose acts are in question shall have the right to be heard in person and to be represented by counsel, and to produce and interro- gate witnesses. Section 8.During the interim between meetings of the Board the busi- css of the corporation shall be managed by an executive committee, which shall consist of the offiters of the corporation. Section 9.Previous to any annual stockhblders meeting the Board of Directors shall have the books and accounts of the association carefully au- dited by a reputable accountant, which report, together with a statement of the business done during the previous year, the general financial condition of the corporation, and the condition of its tangible property, shall be submitted to the stockholders at the annual meeting. Section 10.The Board of Directors shall require the General Manager and other officers, agents and employes having the custody or control of any of its funds or property, to give to the corporation a bond with a qualified 1| ! corporation as surety thereon, conditioned for the faithful discharge of the duties of such person, and in such amount, and with such company as surety as the Board of Directors shall require. The cost of such bonds shall be borne by the association. Section ll.Directors shall be paid necessary railroad expense for a- tendance at meetings and compensation to be fixed by a three-fourths vote of all of the member of the Board. but notto exceed $6.00 per day. Section 12.--The Board of Directors shall appoint one or more commit- teernen from each township for the purpose of recommending loans in said township. ARTICLE V Officers. Section 1.The officers of this corporation shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer. They shall be elected for a term of one year, and each shall hold office until his suc- cessor is duly elected and qualified. No one shall be eligible to any office who is not a director of the corporation, and any officer ,who ceases to be a di- rector shall cease to hold office as soon as his successq/" ig elected and qualified. The officers of Secretary and Treasurer may be held" by one person, in which event such person shall be called "Secretary-Treasurer." Any officer may he removed at any time, with or without cause, by a majority vote of all othe members of the Board of Directors. Section 2.The President shall preside at all meetings of the stockholders and directors; shall have general supervision over the affairs of the cOrpOra- tion and over the other officers; shall sign all contracts, deeIs, and docu- ments requiring the corporate seal, and shall perform such other duties as are Incident to his office, or as may from time to time be prescribed by the Board of Directors. Section 3.The Vice-Presidents shall, in the absence of the President or his inability to act, have all the powers and perform all the duties of the President. Section 4.The Secretary shall keep a record of the proceedings of all meetings of the stockholders and Board of Directors, and shall attest the same by his signature. He shall be responsible for the safe-keepin of all papers and documents of the corporation which properly belong to hm office and of the corporate seal, and all of the same shall be kept at the principal office of the corporation, unless otherwise authorized by the Board of Direc- tors. He shall attest certificates of stock and all instruments requiring the corporate al, and shall affix the seal thereto, and shall issue notices of meet- ings as required, by the by-laws. Section 5.The Treasurer shall safely keep and account for all moneys, funds and other property which may come into his hands, and shall perform the ftmctions of the general audit of the booksand accounts of the corpora- ton. He shall keep all moneys of the corporation in such bank or banks as the Board of Directors shall prescribe. AD checks, promissary notes, bills of exchange and other instruments for the payxnent of money or evidencing debt which shall be issued by the corporation shall be signed by such officers as the Board of Directors from time to time may designate. An employee other than an officer may be by the Board authorized to countersign any and all such writings, but each and all thereof shall be signed by at least one officer of the Corporation. ' Stion 6.--In case of the absence or inability to act of the Secretary or Treasurer, the duties of such offices shall devolve upon and be performed by such persons as.the Board of Directors may prescribe. ARTICLE VI ., Dividends nd Finant,, Section l!,Dividends not to exceed eight (8) per cent per yeax and as authorized b-iw may be deelail from time to te.by r-esolution  'the Board of rs, and shall be paid out of the mrpt ,us earmngs of the eor- Section 2.--The net earnings of the corporation not distributed in dends on the stock or set aside in reserve fund shall be distributed as end of the fiscal year as follows: The remainder of the net earnings distributed to stockholder in the form of dividends declared of stock or other commodities sold or the amount of money stockholder shall receive one-hMf of the dividend awarded to based also upon the amount of commodities sold or money borrowed. Section 3.--The funds of.the corporation shall be aleph)sited in or trust company as ne oirectors shall designate and shall be upon the check or order of the officers or employes designated by the of Directors. ARTICLE VII Certificates of Stock. Section 1.The certificates of stock of this corporation shall be stantally the following form: No ........................... The Big Stone County Co-operative Liw, Stock Association. Incorporated under the laws of the State of Minnesota. Certificate of Stock. Capital Stock $100,000.00. Shares $100.00 This Certifies that .................................................................. is the holder of ......................................................................... shares of the of The Big Stone County Co-operative Live Stock Association, a transferable on the books of the corporation only on surrender of tificate in accordance with the By-Laws of the corporation. The transfer of this stock is limited by the By-Laws of te i.o which reference is made for more definite information. Dated at Ortonvilte, Minnesota, this .................. day of 1922. Attest: Secretary. (Corporate Seal) Section 2.All certificates of stock shall be signed by the a Vice President and by the Secretary, and shall have the affixed. ARTICLE VIII Seal. Section 1.The seal of this corporation shall be a circular die, in ter of which shall appear the words "Corporate Seal" and around part of which shall appear the words "The Big Stone Live Stock Association." An imprint of such seal is affixed ARTICLE IX Amendments. Section 1.Amendments to these By-Laws may be made by vote of the stockholders present at any annual stockhold special meeting of the stockholders called for that purpose, posed amendment has been set out in the notice of such meeting. HOW THE LEGION WORKS. Reprinted from The Pajama Gazette, Ashbury Hospital, Minneapolis. The Paja.ma Gazette, official weekly bulletin of the disabled veterans of Ashbury hospital, Minneapolis, whose motto is to "Unify, to Pacify, to Satis- fy," has the following to say about the efforts of the American Legion Auxiliary to bring Christmas cheer to the disabled: "A month before Christmas mem- bers of the Am. L..A. asked every buddy what he wanted for Christ- mas. Nearly every comrade voiced his wishes. If a patient was timid about stating his desires, the ladies scouted around to find out just what would please the bashful boys. They sure guessed right as every man here seems well pleased with his remem- brance from the American Legion Auxiliary. "Some fellows wanted pajamas, oth- ers wanted woolen stockings, still others wanted shoes, money, articles of clothingin short, what each an I wanted, he got. The method used by t the Legion Auxiliary in obtaining and t distributing the Christmas packages I was highly efficient. Nearly every l town in Minnesota has a Legion Aux- iliary. When the wishes of the boys were made known, the name of a dis- abled comrade was sent to each out- of-town unit, which promptly mailed the desired article. "In this way, every American Le- gion Auxiliary Unit in Minnesota had an opportunity to contribute to the Christmas cheer at Ashbury hospital. Believe us, every unit took advantage of the opportunity. At six o'clock on Christmas Eve an army of Auxiliary women entered our with gifts of every set to work delivering the each man asked for. "We voice the sentiment man in Ashbury hospital that the interest and for us by the American iary of Minnesota made us were a long long way that we were in a hospital the fight of our lives to ourselves in civilian life as before we enlisted." "Oh, myl How Old mensely important x oman a trivial man ?" "Lacking a peruonal mor, she probably felt comic supplement." Place your order now Car at prices lower than been in the history of Cmpany. See ad on pag$ Wells I am prepared to p your well in the and smallest cost to me first. R. 3, OrtonviilePhone JUST THINK ! A LIBERTY BELL FREE OF CHARGE. This bank every boy and girl of this city to have one of home safes. They will help you save your dimes nickles. Open a Savings Account today and get a Bell Bank. 5 PER CENT PAID ON ALL SAVINGS ORTONVILLE STATE John Carlson, President. C. J. Stark, Culd. IL A. StucJ The Pie Special Plate Dinner Tasty Lunches Home Cooking Home Baking Special attention to and dance people Yours for Quality and Service C. A. BEARD, c