Articles of Incorporation

SMITH, BAKER, FAIRMAN, HOOVER, MILBURN, HIGGINS, DODEK, BOUSQUET

Posted By: Cathy Joynt Labath (email)
Date: 11/23/2002 at 15:55:17

The Democratic Union
Keosauqua, Van Buren, Iowa
April 2, 1853

NOTICE,
To All Whom It May Concern

1. Article of Incorporation made and entered into between John D. Baker, John Fairman, George W. Hoover, Nathan L. Milburn, Abraham Smith, William Higgins, A.E. Dodek Bousquet and others, Stockholders now or hereafter subscribing stock in said company hereby constituted and organized.

2. This Company shall be known as the Des Moines Steamboat Company, and in that name shall sue and be sued, and be known and recognized for all legal purposes.

3. The business to be transacted by this company shall be the building of a steamboat or steamboats, and to run the same in the usual course of trade upon the Des Moines and Mississippi rivers, and to transact all business including the building and freighting of barges usually done in said business.

4. The capital stock of this company shall be twenty thousand dollars, which shall be divided into eight hundred shares of twenty-five dollars each.

5. It is the intention of the person forming this corporation to incorporate themselves under the act of incorporation for pecuniary benefit now in force with all the rights and privileges of such corporations, and to won in their corporate capacity the steamboat now building at Iowaville, in Van Buren county, State of Iowa and jointly owned by the persons hereinbefore named and hereto subscribing and heretofore known as the Des Moines Steamboat Company.

6. The full amount of such shares shall be due when subscribed and the company shall be deemed fully organized and authorized to transact business when two hundred shares have been subscribed and these articles recorded and published as required by law.

7. The officers of this company shall be a President, Vice President and Treasurer. The President, Vice President and Treasurer shall be exofficio directors.

8. There shall be a board of Directors, consisting of five, including the officers, who are constituted Directors.

9. A.E. Dudok Bosquet is hereby constituted President; Abraham Smith, Vice President; George W. Hoover, Secretary; and John D. Baker, Treasurer; Ransom Nogg??and William Higgins members of the board of Directors to act until there successors are duly elected and qualified.

10. The annual elections and meetings of the company shall be held at Iowaville on the 2d Wednesday in July in each year commencing July, 1853

11. At the annual elections the officers and board of Directors shall be chosen to hold their offices for one year and until their successors are chosen and qualified.

12. Each stockholder shall have one vote for ever share of stock by him owned, in all elections and the exercise of all other powers not herein or otherwise delegated, said vote may be cast personally or by representative.

13. The President shall have power to preside at all meetings of the Stockholders or Directors, to call special meetings of same, to sign all orders for money upon the Treasurer audited by the board of Directors, and to make all contracts for purposes within the legitimate range of the business of this company.

14. The Vice President shall perform all the duties of the President when the President is absent or unable to act by reason of disability or personal pecuniary interest.

15. The Board of Directors shall have power to transact the ordinary business of the company, subject to any prior restrictions by the stockholders made when voting in their annual or special meetings- which ordinary business includes the auditing of all claims against the company and fill all vacancies in the Board until the next annual election thereafter.

16. The Treasurer shall before entering upon the duties of his office execute to the company a bond in an amount and with security to be approved by the board of Directors. It shall be his duty to safely keep all moneys belonging to the company and pay out the same only upon the order of the President, countersigned by the Secretary, and to make a report to the board of Directors once in every three months, or as often as the Board may require, of the condition of the finances of the company. He shall receipt for all moneys coming into his hands to the person from whom he receives it, and file a duplicate with receipt of the same with the Secretary.

17. The Secretary shall have charge of all books and papers belonging to the company; shall keep a regular minute of the proceedings of the meetings of the stockholders and directors, and a register of the names of all stockholders and transfer of stock and shall countersign all orders upon the Treasurer for money.

18. The board of Directors shall meet on the first Wednesday of each month and as often as called together by order of the President.

19. Certificates of part ownership in the steamboat new building at Iowaville or receipts for work and labor performed upon said boat under the old association, shall be received in payment of stock at their face, and the company shall receive the right of said part owners subject to all mortgages or liens heretofore given by said part owners.

20. Certificates of stock shall be issued by the President and countersigned by the Secretary, when the full amount of such shares shall be paid and the same may be transferred according to law.

21. This company shall continue for twenty years from and after its organization unless sooner dissolved by the consent of two thirds of the votes of the company.

22. Except for the purpose of building or obtaining a steamboat the indebtedness of the company shall be limited to five hundred dollars, and for that purpose may be increased to any amount not exceeding twenty-five hundred dollars.

23. The private property of stockholders shall in no case be subject to liability for the debt of the company except for an amount equal to any balance due and unpaid upon stock owned and subscribed.

24. The principal place of business shall be at Iowaville, in the county of Van Buren and State of Iowa.

25. Dividends of the profits of the company may at any time be declared by the directors subject to the exception contained in the next section.

26. No dividends shall be declared until the net proceeds of the company shall exceed five per cent, upon the amount of stock actually subscribed above all indebtedness of the company, and no dividend of said five per cent shall be made whilst the company continues, but the same shall be and remain a contingent fund to defray incidental expenses.

JOHN D. BAKER

JOHN FAIRMAN

GEORGE W. HOOVER

N.L. MILLBURN

ABRAHAM SMITH

WM. HIGGINS

A.E. DUDOK BOUSQUET

Iowaville, March 1, 1853.

[ I would like to know more of the family of Abraham Smith mentioned in this news item. My ggg grandfather was Abraham Smith; however all accounts say he moved to Henry county around 1849 from Indiana and located near Rome- Confirmed by 1850 Henry Co, IA Census]