St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1889-01-26
4 RTIcLEs OF INCORPORATION OF

| n the Hayes Automatic Car Coupling
| Company.-Know all men by these presents,
| that we, whose names are hereuntO sub
| scribed, have and do hereby adopt and sign
| the following written Articles of 1ncor-
| 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 90, Chapter
| Thirty-four (34), 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. st.
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 manufaet-
| 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, aud 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. II.-Said corporation shall commence
on the % day Of February, A. ID. 1883, ana
continue thirty (30l years.
Art uI-rhe amount of capital stock OF
said corporation shall be two hundred ana
fifty thousand dollars.
The stock of said corporation may be IS
sued-at such times and in such amounts and
IN 1er such regulations as shall be prescribed
from time to time by the resolutions OF the
board of directors entered i'll the records or
| the corporation.
All deferred payments on stock shall be
made on the call ofthe 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 10 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 in payment OF any
necessary expense account.
Art IV.-The highest amountof Indebted
ness or liability 10 which this corporation
shall at any time be subject shall be twenty
i've thousand dollars. s.
Art. V.-The names and places of residence
of the persocs forming this association for
incorporation are: James ii. Hayes, d.
Quincy Haas, George Markert, Jr.. William
C. Smith and Jame$B. Gull, all residing in
the city of st. Paul, in the county OF Ramsey
and state Of Minnesota.
Art VI.-The above ineorporators,
James H. Hayes, j. Quincy Haas, George
Markert. Jr., William c.. Smith, and James b:
Gull shall constitute and be the hrst poard Oh
directors of the corporation; ana the govern
ment of this corporation and the manage
ment of its affairs shall be vested In us DoaTu
of directors, which shall consist OF hVe mem
bers and its officers.
The officers of this cor poration shall con-
Slst of q 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 atthe same time by inc
same person. y
The said J. Quincy Haas shall be the first
r.. IL
first vice president; the said James IL 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 thlrd
Thursday in January, A. d. 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
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 IN January, in each and every
year, commencing and holding sucn hrst
stockh FOLDERS meeting for the election or d.
rectors on the third Thursday in January, A.
d. 1890, and shall be so, elected for the
year then next ensuing. The president,
vice president, secretary and treasurer or The
corporation, after the first herein named shall
be elected annually atameeting 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
on the third Thursday i'll 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 (3) O'Clock i'll
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 vacan-
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 director or officer who
is not q stakeholder of the corporation:
Art. VII.-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
... Gay of January, A. D.. 1889.
JAMES II. HAYES, [Seal.1
j. QUINCY HAAS, Seal
GEORGE MARKERT, JR. fSeal.1
JAMES b. GULL, [Scal.f
WILLIAM G. SMITH fSeall
Signed and sealed iii presence Of
CHARLES +. DIETBER,
WILLIAM s. MOORE.