7. Articles of the Neue Rheinische Zeitung Company
7. Articles of the Neue Rheinische Zeitung Company[345]
A r t i c l e 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.
A r t i c l e 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.
A r t i c l e 3
The premises of the newspaper office in Cologne at any given time shall be the address of the company.
A r t i c l e 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.
A r t i c l e 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[3] of the company announced by two insertions in the company's newspaper.
A r t i c l e 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.
A r t i c l e 7
Interim receipts will be issued against payment of instalments, which on completion of payment are exchanged against shares..
A r t i c l e 8
Interim receipts and shares are signed by the company managers.
A r t i c l e 9
Shares bear serial numbers, are registered and, like the interim receipts, are transferable.
A r t i c l e 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.
In the original the word Gérant is used, which means the person who is legally responsible for the management of the newspaper and also the responsible publisher of the newspaper. In the article this word is rendered as "manager". In ensuing documents, where the other aspects seem to be predominant, the term "responsible publisher" is used.—Ed.
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Articles of the Neue Rheinische Zeitung Company
A r t i c l e 11
Every shareholder shares in the gains and losses of the company in proportion to the number of his shares, but is answerable for its liabilities only with the amount of his share.
A r t i c l e 12
Every shareholder living elsewhere is obliged to choose an address in Cologne; failing that, the address of the company is regarded as such.
A r t i c l e 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 there 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.
A r t i c l e 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.
A r t i c l e 15
T h e 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. The 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 the next thousand, 3 per cent of the third thousand, 2 per cent of the fourth and thereafter 1 per cent of every thousand. The 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. T o be valid, all bills and promissory notes require the signatures of the manager and the two co-managers.
A r t i c l e 16
The managers are expressly forbidden to participate, either directly or indirectly, in any similar enterprise.
A r t i c l e 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.
A r t i c l e 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 the first week after the demise or termination of employment call a general meeting to decide on the filling of the vacancy.
A r t i c l e 19
After one year has passed, the manager is allowed to leave the company, giving three months notice. Likewise, the 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.
A r t i c l e 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 the 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.
A r t i c l e 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.
A r t i c l e 24
Minutes are taken of all proceedings and decisions and are signed by the Supervisory Board members present.
A r t i c l e 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 sharehold-ings 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.
A r t i c l e 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.
A r t i c l e 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
Endnotes
[345] paper, having nothing to do with the class struggle of the proletariat and lacking any understanding of the true tasks of the German revolution. The announcement evoked different responses: various rich bourgeois offered financial advice, petty-bourgeois intellectuals offered to collaborate, Communist League members expressed astonishment at the paper's programme. Marx and Engels hastened their return to Germany. On April 11, 1848, they arrived in Cologne and at once started to discuss the idea of a newspaper with Communist League members. Marx and his followers succeeded in strengthening their position. Hess, who was barred from taking part, left Cologne for Paris. Much effort was made to settle issues with the democrats who, as one of the conditions for supporting the newspaper, demanded a repudiation of republican propaganda; financial problems were also acute, since the cautious attitude of the Rhenish bourgeois towards Marx and Engels' convictions greatly reduced the financial sources for the newspaper. In mid-April, Engels went to Barmen, Elberfeld and other towns to seek out shareholders. The decision to include Heinrich Bürgers, who was prone to the petty-bourgeois influence, on the editorial board of the newspaper was a compromise. Bürgers wrote the prospectus, published here, in the spirit of petty-bourgeois socialism, in a moderate and ellusive tone (even the bourgeois Elberfelder Zeitung mentioned on April 30, 1848, the "indefinite expressions" of this "socialist republican document"). The prospectus, however, expressed the intention of publishing an all-German political newspaper rather than a local sheet and the necessity of paying attention to the social question and the condition of the "workers' estate". It also proved the importance of choosing Cologne — the centre of the Rhine Province, the most progressive in Germany — as the place of its publication. The names of the editors were not mentioned. Although by that time it had already been decided that Marx would be editor-in-chief, the composition of the editorial board was not yet settled. Displaying great resourcefulness and persistence in overcoming political and financial difficulties, Marx succeeded in enlisting on the editorial board true proletarian revolutionaries, thus ensuring a clear revolutionary line for the Neue Rheinische Zeitung. In a brief space of time he completed the formidable organisational preparations for a daily political newspaper. At the end of May, the newspapers of the Rhine Province and other parts of Germany announced that the Neue Rheinische Zeitung would begin publication on June 1, 1848. Before the March revolution of 1848, there existed in Cologne a Communist League community which included d'Ester, Daniels, Bürgers, Anneke, Gottschalk and others, the majority being under the influence of the "true socialists". At the beginning of April 1848, the community was joined by Communist League members who had returned from emigration. As seen from the minutes published in this volume, soon after the arrival of Marx and Engels in Cologne sharp differences arose between them and Gottschalk. This document is signed by Bürgers and Moll, the leaders of the community; Marx was present at the sitting as the President of the Central Authority of the Communist League. 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.
[3] At the end of 1848 or the beginning of 184-9 an abridged version of the "Demands" was published in pamphlet form by Weiler Publishers in Leipzig. The slogan at the beginning of the document, the second paragraph of point 9 and the last sentence of point 10 were omitted, and the words "The Committee" were not included among the signatories. In 1853, an abridged version of the "Demands" was printed, together with other documents of the Communist League, in the first part of the book Die Communisten-Ver schworungen des neunzehnten Jahrhunderts, published in Berlin for purposes of information by Wermuth and Stieber, two police officials, who staged a trial against the Communists in Cologne in 1852. Later Engels reproduced the main points of the "Demands" in his essay On the History of the Communist League, published in November 1885 in the newspaper Sozialdemokrat, and as an introduction to the pamphlet: K. Marx, Enthüllungen über den Kommunisten Prozess zu Köln, Hottingen-Zürich, 1885. English translations of the "Demands of the Communist Party in Germany" appeared in the collections: The Communist Manifesto of Karl Marx and Friedrich Engels with an introduction and explanatory notes by D. Ryazanoff, Martin Lawrence, London (1930); K. Marx, Selected Works, Vol. II, ed. V. Adoratsky, Moscow-Leningrad, Co-operative Publishing Society of Foreign Workers in the USSR (1936); ibid., New York (1936); Birth of the Communist Manifesto, edited and annotated, with an Introduction by D. J. Struik, International Publishers, New York, 1971, and in other publications. The letter to the editor of the Populaire and the Declaration are in Engels' handwriting. Both documents were drawn up at the end of March 1848 after Engels' arrival in Paris and reflect the struggle which the leaders of the Communist League were waging against those German petty-bourgeois emigrant leaders in Paris, Herwegh and Bornstedt among others, who intended to speed up revolution in Germany by moving in a volunteer legion organised by using private donations and subsidies from the Provisional Government of the French Republic. Appeals to enlist were accompanied by demagogic appeals to the patriotic and revolutionary sentiments of German emigrants. Marx, Engels and other members of the Central Authority of the Communist League spoke out against the adventurist nature of such plans to "export revolution" and advised German workers instead to return to their home country individually in order to take part in the revolutionary events that were brewing there. "We opposed this playing with revolution in the most decisive fashion," Engels later wrote in his work On the History of the Communist League. "To carry out an invasion, which was to import the revolution forcibly from outside, into the midst of the ferment then going on in Germany, meant to undermine the revolution in Germany itself, to strengthen the governments and to deliver the legionaries ... defenceless into the hands of the German troops." The letter and the Declaration were first published in English in the journal Science and Society, 1940, Vol. IV, No. 2. The first publication in the language of the original appeared in the collection Der Bund der Kommunisten. Dokumente und Materialien, Bd. I, 1836-1849, Berlin, 1970. The Cerman Democratic Society (below it is called the Society of German Democrats) was formed in Paris after the February revolution of 1848. The society was headed by petty-bourgeois democrats, Herwegh, Bornstedt (the latter expelled from the Communist League) and others, who campaigned to raise a volunteer legion of German emigrants with the intention of marching into