Articles of the Neue Rheinische Zeitung Company

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The meeting of the shareholders who financed the Neue Rheinische Zeitung was held at the end of May 1848, and a provisional committee was elected consisting of Hermann Korff, Karl Wächter and Georg Weerth who apparently undertook the final editing of the Articles. The document was discussed at meetings of shareholders on June 18 and 21; in July, the Articles, printed as a separate pamphlet by Wilhelm Clouth, were sent to the shareholders.

From the very beginning, differences arose between shareholders and editorial board. Many of the shareholders, displeased at the revolutionary trend of the newspaper, refused their contributions. They were particularly disturbed by the articles in defence of the proletarian uprising in Paris in June 1848. This led to the editor-in-chief, Marx, seeking other financial sources (the aid of the German and Polish democrats etc.) including his own personal means.

Article 1

From today for a period of five years, a limited joint-stock company is formed for the purpose of publishing a daily newspaper under the title Neue Rheinische Zeitung. Organ der Demokratie.

Article 2

As a business the company carries the name H. Korff & Co., and a change of the latter shall have no effect on the continued existence of the company.

Article 3

The premises of the newspaper office in Cologne at any given time shall be the address of the company.

Article 4

The capital of the company, which is fixed at 30,000 Prussian talers, will be raised by 600 shares of 50 talers each, and shareholders shall at once proceed to form the company.

Article 5

Payment of shares is made, if necessary, in instalments of between 5 and 10 per cent which are called on the order of the managers of the company announced by two insertions in the company’s newspaper.

Article 6

If a shareholder does not pay a demanded instalment within the specified time, the company has the right either to declare forfeited the rights arising from the subscription, and from any payments already made, or to take him to court to force him to comply with contract.

Article 7

Interim receipts will be issued against payment of instalments, which on completion of payment are exchanged against shares..

Article 8

Interim receipts and shares are signed by the company managers.

Article 9

Shares bear serial numbers, are registered and, like the interim receipts, are transferable.

Article 10

The transfer of shares and interim receipts is performed by a declaration to that effect, signed by both the transferor and the transferee, and if fifty shares are already issued in the name of the transferee, only by permission of the managers, and in this case the company reserves the right to acquire the shares presented for transfer, for the purpose of amortisation.

Article 11

Every shareholder shares in the gains and losses of t h e company in proportion to the number of his shares, but is answerable for its liabilities only with the amount of his share.

Article 12

Every shareholder living elsewhere is obliged to choose an address in Cologne; failing that, the address of the company is regarded as such.

Article 13

The heirs or assigns of a shareholder can in no circumstances apply for affixation of seals, form an opposition, demand an inventory or licitation, even if t h e r e are among them minors or other disqualified persons; they must content themselves with the annual balance-sheet and the dividends as they are fixed for the other shareholders.

Article 14

The company is represented by a manager (Hermann Korff) and two co-managers (Louis Schulz and Stephan Adolph Naut), whose shares are called in for the period of their management.

Article 15

The manager assumes legal liability for the content of the newspaper, handles the commercial business of the company, the publication of the newspaper, the editing of advertisements and checking of proofs. T h e commercial direction is in his hands with the co-operation and control of the two co-managers.

As emolument for their trouble the manager and co-managers receive a percentage of the income from subscriptions after deducting postage and stamp duty: 5 per cent of the first thousand subscriptions, 4 per cent of t h e next thousand, 3 per cent of t h e third thousand, 2 per cent of t h e fourth and thereafter 1 p e r cent of every thousand. T h e manager receives one-fifth of this amount, the two co-managers two-fifths each. In addition, the manager receives an annual salary of 800 talers. To be valid, all bills a n d promissory notes require the signatures of the manager and the two co-managers.

Article 16

The managers are expressly forbidden to participate, either directly or indirectly, in any similar enterprise.

Article 17

The salaried manager cannot allow a substitute to represent him without the permission of the co-managers, whereas the latter may do so any time they like on their own responsibility.

Article 18

The retirement of one or more of the managers either through death or termination of the employment does not entail the dissolution of the company and does not affect this agreement in any way. In such a case those who remain in office must in t h e first week after the demise or termination of employment call a general meeting to decide on the filling of the vacancy.

Article 19

After one year has passed, the manager is allowed to leave the company, giving three months notice. Likewise, t h e two co-managers are entitled by unanimous decision and with the co-operation of the general meeting to give three months notice to the manager. The co-managers are entitled to leave at any time, giving three months notice.

Article 20

The managers must contact a bank in the usual commercial manner and transfer to it, at interest, all cash which is not for immediate use or necessary for t h e current expenses of the week, so as to be able to use it at any time it may be needed. Repayments by the bank must be receipted over the signature of the manager and the two co-managers.

Article 21

The general meeting of shareholders elects annually a Supervisory Board consisting of seven members which superintends the conduct of business.

Article 22

Every member of the Supervisory Board is entitled to resign from his position if he has announced his intention in writing six weeks before. If the position of a member of the Board falls vacant, the Supervisory Board nominates a substitute who keeps his position until it is definitively filled by the general meeting.

Article 23

The Supervisory Board takes all decisions by majority vote in the presence or at least five members. If the voting is equal, the chairman has the casting vote.

Article 24

Minutes are taken of all proceedings and decisions and are signed by the Supervisory Board members present.

Article 25

The Supervisory Board meets regularly once a month; at the invitation of the chairman as often as he deems necessary, or if two members or one of the managers demand it.

Article 26

The Supervisory Board stands by the managers as controlling committee, checks the books and shares record at any time, either direcdy or through an authorised shareholder or non-shareholder, inspects the cash and the balance-sheet.

Article 27

The members of the Supervisory Board receive neither salary nor a premium for their trouble.

Article 28

Every year in the month of February a general meeting is held, the first of these in the year 1849. Extraordinary general meetings may be called as often as the Supervisory Board deems necessary, or if one of the managers or 20 members of the company who own at least 40 shares demand it.

Article 29

The invitation to ordinary or extraordinary general meetings is extended twice through the company’s newspaper, to extraordinary ones with a brief indication of the agenda. Ordinary general meetings are called by the Supervisory Board, extraordinary ones by the latter or by one of the managers.

Article 30

The general meeting consists of all shareholders whose shareholdings have been entered in the company’s register for at least six weeks. Registration is effected for the first time by signing the company contract, later upon written demand with the company.

The holder of one share has one vote, of four shares two votes, of ten shares three votes, of fifteen shares four votes, of twenty and more shares five votes. Absentees can be represented by shareholders, but these can never combine more than ten votes in one person. Written authority for representation of absent shareholders must be submitted to the Supervisory Board for inspection on the day of the general meeting at the latest.

Article 31

All decisions are taken by an absolute majority; if voting is equal, the chairman has the casting vote. All elections, however, are made by simple majority. If two or more persons receive equal votes, the election is decided by lot.

Article 32

Elections are always held by secret ballot, but decisions only when holders of at least 50 shares demand it.

Article 33

In case of a secret ballot the chairman appoints two scrutineers and distributes the ballot papers which carry on the reverse side the number of votes and his signature. Every authorised representative can cast a separate ballot paper for each shareholder he represents, in addition to his own.

Article 34

Regular items for the agenda of the general meeting are:

a) Managers’ report on last year’s business;

b) Supervisory Board’s report on the audit of the accounts;

c) decisions on any criticism raised by the Supervisory Board against the accounts, and endorsement;

d) election of members of the Supervisory Board;

e) decision on matters referred to the general meeting by the Supervisory Board, the managers, or individual shareholders.

Article 35

Special motions by individual shareholders must be received by the managers at the latest a week before the general meeting, otherwise they are entitled to defer the decision to the next general meeting.

Article 36

Minutes of the proceedings of the general meeting are taken by a shareholder appointed by the chairman; to be valid, they must be signed by the chairman, the Supervisory Board members present, and at least two other shareholders.

Article 37

The managers draw up a balance-sheet annually on 1st December and together with the receipts pass it on for auditing to the Supervisory Board at the latest on 20th January. The Board must present it to the ordinary general meeting together with its report.

Article 38

During the last days before the general meeting the balance-sheet and receipts must be available to all shareholders for inspection in the business premises of the company.

Article 39

If at the closing of the annual accounts after deduction of interest a net surplus is shown, then 1) all contracted royalties are settled, and 2) ten per cent is put to a reserve fund for unexpected losses and improvements of the newspaper and for extraordinary expenditures, and 3) the remaining sum is distributed as dividends among the shareholders.

Article 40

The use of the reserve fund, which must not exceed the sum of 10,000 talers, is decided by the general meeting upon the motions of the Supervisory Board and the managers.

Article 41

The managers announce by two insertions in the company’s newspaper where the interest and dividends can be collected annually commencing on 1st March.

Article 42

Interest and dividends which have not been collected within two years from the pay-day announced, or collection of which has not been notified by any person within the specified period, become the property of the company.

Article 43

The company is automatically dissolved before the expiry of the period specified in Article 1 if losses occur which exhaust four-fifths of the subscribed share capital.

Article 44

In all these cases the managers must call an extraordinary meeting which shall decide on the manner in which the company is to be liquidated.

Article 45

Changes of Articles can be decided at a general meeting by a majority of three-quarters of the voters present or represented if their general content was indicated in the notice.

Article 46

Disputes between the company and shareholders shall be settled by arbitration.

Printed by W. Clouth in Cologne