St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1889-01-29
"A 10 AIItA IN (Icr Ca1Ira li,afr

A RTICLES OF INCORPORATION OF
n the Hayes Automatic Car Coupling
Company.-Know all men by these presents,
that we, whose names are hereuntO sub
seribed, have and do hereby adopt and sign
the following written Articles of Incor-
poration, with the intent and for the pur-
pose of being incorporated, and of being
created and constituted a corporation under
and by virtue of Title Two %, Chapter
Thirty-four $50, of the General Statute of
1873 of Minnesota, ana the laws of said
state amendatory thereof and supplementary
thereto.
Article 1.-The name of this corporation
shall be: hayes Automatic Car Coupling
Company.
The general nature of the business of this
corporation shall be: To manufacture the
Hayes Automatic Car Coupler, and such
other car couplers as the corporation may
elect TO manufacture for the market. and
also to attach such couplers so manufact-
ured to cars in such manner as may be
required for use, and to acquire by purchase
or otherwise all such patent rights upon
such couplers, or the full right to use such
patents to the full extent that may be re-
quired by said business, and to sell and dis
pose of such patent rights or rights of use:
also to acquire by purchase or otherwise, and
own. control, sell and dispose of all real,
mixed and personal property necessary to
the convenient carrying on of said business.
The principal office and place of transact
ing the business of said corporation shall be
the city of st. Paul, Minnesota.
Art. H.-Said corporation shall commence
on the ID day of February A. d. 1889. and
continue thirty go years.
Art. uI.-Fhe amount of capital stock of
said corporation shall be two hundred and
fifty thousand dollars
The stock of said corporation may be is
sued at such times and i'll such amounts and
IN Ter such regulations as shall be prescribed
from time to time by the resolutions Of the
board Of directors entered i'll the records OF
the corporation.
All deferred payments on stock shall be
made on the cali of the board of directors.
and no stock soall be issued for less than its
par value. And the board of directors shall
have the right and power to issue and de-
liver the stock of said corporation at It's par
value in the purchase and payment of any OF
such patent rights or other property neces-
sary 10 the corporation. Or i'll payment OF any
necessary expense account.
Art IV.-The highest amount of indebted
ness or liability to which thls corporation
shall at any time be subject shall be twenty
i've thousand dollars.
Art V-The names and places of resid enee
of the persocs forming this association for
incorporation are: James III. Hayes, j.
Quincy, Haas, George Markert, Jr. William
c. Smith and James B. Gull, all residing i'll
the city OF st. Paul, in the county Of Ramsey
and state of Minnesota
Art VI-The above-named incorporates,
James H. Hayes, j. Quincy Haas, George
-.
Gull, shall constitute and be the first board of
directors of the corporation and the govern
ment of this corporation and the manage
ment of its affairs shall be vested in its board
of directors which shall consist OF five mem
bers and its officers.
The officers of this corporation shall con-
sIst of president, vice president, secretary
and treasurer: and any two of said offices, ex-
cept the offices OF president and vice pres
ident. may be held at the same time by the
same person.
The said j. Quincy Haas shall be the first
president; the said George Markert. Jr., the
first vice president; the said James III. Hayes
the first secretary. and the said William G.
Smith the first treasurer Of this corporation,
and said directors and officers, hereinbefore
named. shall hold their respective offices and
discharge the duties thereof until the third
Thursday in January, A. ID. 1890, and until
their successors are elected and qualified.
The terms of Office OF the directors and
officers after the first herein named, shall be
one year. and until their successors are
elected and qualified.
The directors after the first herein named,
shall be elected annually by the stockholders
of the corporation at q stockholders meet
ing, which shall be held at the principal
office of the corporation at said st. Paul, at
three 81 o'clock in the afternoon. on the
third Thursday III January, i'll each and every
year, commencing and holding sucn first
stockholders meeting for the election of di-
rectors on the third Thursday III January A.
D. 1890 and shall be so elected for the
year then next ensuing. The president,
vice president secretary and treasurer OF the
corporation, after the first herein named. shall
be elected annually at meeting of the direct
ors which shall be held at said principal
office of the corporation on the third Thurs-
day of January, in each and every year, i'm
mediately after the stockholders meeting
and election Of directors on that day, by the
directors on that day elected, and from their
own number, commencing and holding such
first directors meeting for election Of officers
Oh the third Thursday in January, A. ID.
1890.
The first meeting of the board of directors
herein named shall be held at said principal
Office of the corporation on the fourth day OF
February, A. d. 1890, at three 60 O'CLOCK III
the afternoon.
The board of directors shall have the power
and they may call such special and general
meetings of the stockholders and directors
as in their Judgment the interests or business
of the corporation may require; and may
at any general or special meeting OF
the board Of directors, whether so called
or otherwise convened, fill any yacan
cies in any OF the officers herein named of
officers or directors, and may make bylaws
for the corporation. and the same alter.
amend or repeal, and may adopt seal for the
corporation.
No person shall be a director or officer who
is not stakeholder of the corporation.
Art VIL-The capital stock of said cor
poration shall be divided into twenty five
thousand shares of ten dollars each.
In witness whereof. We, the persons herein
before named as lncorporators and forming
this association for incorporation. have here
unto set out hands and affixed our seals, this.
Is day of January, A. D.. 1889.
JAMES Fl. HAYES, lSeal.
J. QUINCY HAAS. Seal
GEORGE MARKERT, JR TSeal.1
JAMES r fUT1I lSeaIf