St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1889-01-27

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
scribed, 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 corporation under
and by virtue of Title Two %. Chapter
Thirty-four (31), 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 10 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 II.-Said corporation shall commence
on the % day of February, A. d. 1889. and
continue thirty 800 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 in such amount and
Tn Ter such regulations as shall be prescribed
from time to time by the resolutions of the
board of directors entered in the records of
the corporation.
All deferred payments on stock shall be
made On the call 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 its par
value i'll 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 amount of indebted
ness or liability to which this corporation
shall at any time be subject shall be twenty
i've thousand dollars.
Art. V.-The names and places of res:d nee
of the persocs forming this association for
incorporation are: James II. Hayes. j.
Quincy, Haas George Markert, Jr. William
c. Smith and james B. Gull, all residing i'll
the city OF st. Paul, in tine county of Ramsey
and state of Minnesota.
Art. VI.-The above-named incorporates,
James VI. Hayes, j. Quincy Haas, George
Markert, Jr., William c. Smith, and James B.
Gull, shall constitute and be the first board of
directors of the corporation; and the govern
ment of this corporation aud the manage
ment of its affairs shall be vested i'll its board
of directors which shall consist of five men,
bers and its officers.
The officers of this CORPORATION shall con-
sIst.of a 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. DR., the
first vice president; the said James II. Hayes
the first secretary and the said William c.
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. d. 1890, and until
their successors are elecJed 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 stockholders meet
ing, which shall be held at the principal
office of the corporation at said st. Paul. at
three {3) o'clock in the afternoon. on the
third Thursday nJanuary, 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, i'll 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. ID. 1890, at three (3l 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 a seal for the
corporation.
No person shall be director or officer who
is not a 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 ana affixed our seals, this
l6 Gay of January, A. D.. 1889.
JAMES IL. HAYES, Seal
j. QUINCY HAAS, Seal
GEORGE MABKERT, JR. lSeal.1
JAMES b. GULL, lSea.U