The herald. [volume] (New Orleans, La.) 1905-1953, 1913-08-28
CHARTER
OF THE AXLELESS WHEEL MNFG. CO,

UNITED STATES OF AMERICA, STATE
TnTrISTANA DGDTSH on

one thousand nine hundred and thirteen, and
fof the Independence of the United States OF
America the one hundred and thirty-eighth
before me, GuStaye 4. LlambiaS, a notary
public, duly commissioned, sworn and quail
ned in and for the parish Of Orleans, and in
the presence of the witnesses hereinafter
named and undersigned, personally came and
appeared; the several persons whose names
are hereuntO subscribed, all OF them OF fun
age Of majority, who declared that, aYailing
themselves OF the provisions of the laws of
this state relative to the organization OF
corporations, they have cOvenanted and
agreed and DO. by these presents, covenant
and agree, and bind themselves, well as
such other persons as may hereafter become
associated with them, to form and cOnsti-
tute a corporation and body polite In law,
for the objects and purposes and under the
clauses. stipulatiOnS and articles hereinafter
set forth and expressed. which they hereby
accept and adopt as their act of incorpora-
ltiOn. tO-wit:
ARTICLE 1.-The name and title Of this
corporation shall be THE AXLEBESS
WHEEL MANUFACTURERS COMPANY,
LIMITED" and il shall exist and continue
for a term of ninety nine years from the
date hereof. 1t shall have its domcie in
the city Of New Orleans. The president OF
this corporation, or in his absence the vice
president, shall be the proper person upon
whom citations and other legal process shall
ARTICLE 1.-THE objects and purposes
for which this corporation Is organized and
The nature of the business 10 be carried on
Nv II are hereby uet4dTtu 10 De 10 IDdUUlbC-
ture and sell wheels OF any and all descrip-
tiOnS whatsoever, and to that end appoint
agents and statesmen; TO purchase, sell or
lease real estate and to purchase, sell or
lease machinery for the purposes OF manu-
featuring said wheels; to purchase, sell or
lease, on royalty or otherwise, all patents
or patent rights. and particularly all patents
used in and useful to the manufacture of
things deemed advisable by the board Of d.
rectors in connection with the business and
for the interest and advantage of the corpO-
ration.
ARTICLE II.-This corporation shall
have the power and authority, under its
corporate name, TO contract, sue and be
sued, to make and use a corporate seal, and
the same to break and alter at pleasure; TO
receive, 'accept, purchase, lease, hypOthecate.
mortgage, pledge, convey and exchange. or
otherwise acquire or dispose of, property,
both real and personal; to borrow money
and loan same, to give security and receive
same therefor, to issue bonds and notes, TO
name and appoint such officers, agents,
clerks and managers as necessary, TO make
and establish such bylaws, and regulations,
as may be deemed proper and the same to
amend and alter at pleasure.
ARTICLE IV.-The capital stock OF this
corporation is hereby fixed at two hundred
and fifty thousand dollars $3.50, O0O.O O), d.
vided into ten thousand shares 100000 OF
the par value OF twenty-five dollars (S25.00l
per. share. Said stock shall be payable In
cash or its equivalent. and shall be paid at
such time and In such inStallments as the
board OF directors may determine. The cor
poration shall be going concern as soon
as five thousand dollars (S5,000.O0l shall
have been subscribed.
All transfers of stock of this corporation
shall DE made on the books of the corpora
ton at its domicile in the city Of New Or
leans.
ARTICLE V.--All the corporate powers
Of this corporation shall be vested in a board
of directors consisting of five members three
OF whom shall constitute quorum for the
Transaction nd hnE
shall be valid and corporate acts.
The first board of directors and officers
shall remain in office for the term of two
years. After the expiration of said term ali
future boards shall be elected annually on
the hrst Monday of August OF each year
and they shall continue In Office for one year,
or until their successors are duly elected and
qualified
The election OF directors shall be held at
the home OF the corporation, under the su-
pervislon of two commissioners appointed
by the board Of directors. Twenty days no.
tlce OF such election shall be given to each
StockhoIder, by the secretary, by letter ad-
dressed 10 and mailed to such stockholders
at their usual post office address. All cleo
lions shall be by ballot; a majority Of the
votes cast shall elect. One vote shall be
allowed for each share represented by the
holder in person or by proxy.
:, ANY vacancy occurring in said board OF
directors from any cause shall be filled by
the remaining directors for the unexpired
Term; Failure TO hold election shall not
dissolve the corporation. Each board of d.
pensation Of all officers and managers and
clerks and agents, and shall have the power
TO suspend or discharge, any officer, manager.
clerk or agent, for neglect OF duty or mis-.
Any director may, in writing, appoint and
at his pleasure revoke, a proxy to act for
and represent him in his absence at the
meetings OF the board Of directors, and such
proxies shall exercise all the powers and
privileges or their constituents; provided
LnaI the persons so appointed must be stock
The board Of directors, with the e,cant,on
of the first board, shall at their first meet.
ing IN each year, elect out Of their. number
PRESIDENT ana manager, vice-president
ana ia secretary and treasurer.
Inc following named persons are TO COM
pose the first board OF directors, and thew
snail hold office until the first Monday in
august, 1910, or until their successors are
guy elected and qualified: Charles w. Mich.
OILS, Henry L. Meyers, Victor Z. III. Robin.
Paul +; Chanute and DR.. Charles v. Kraft !;
Win Charles w. Nichols as president and
manager; Henry Z. Meyers vice-president.
urer. ~
ARTICLE VL-Whenever this corporatio,
Is dissolved, either by Limitation or from
any other cause, its affairs shall be liquldat-
ed 6y three 90 commissioners to be appoint
go Tor that purpose from among the stock
holders OF said corporation, al a general
meeting held for that purpose, after thirty
lool Gays prior notice given In the same
manner as above provided for the election
or directors, and on the assent of the ma
Jorlty In amount Of stock The said com
missloners shall remain in charge of the az
Ialrs OF the said corporation until fully liouI-
dated. ANY vacancy among said uquidators
shaIl De nlled by the remaining liquidators
VINO snail continue to act during the said
vacancy.
ARTICLE VII.-This act of INCORPORATION
may be changed, altered or amended. or the
corporation dissolved. by a vote of three
tourths ~ In amount of the stockholders
at general meeting convened for that pur,
pose, after thirty 800 days prior notice OF
sald meeting shall have been given to all the
stockholders, as above provided for.
ever be held liable or responsible for the
contracts or faults OF this corporation In any
Iurther sum than the unpaid balance due on
the shares OF stock subscribed by him or
owned by him nor shall any informality In
the organization have the effect of render
ing THIS charter null, or subJecting any
stockholder to any liability beyond the
amount of his subscription to the stock.
Done and passed in my Office, at New
orleans, the day, month and year first above
written, in presence Of Messrs. Delvaille H
Theard and Frederick Leland, competent
witnesses, who have signed with the appear
ers and me, notary, after due reading.
(Original signed c. w. Nichols. Fl. p.
Meyers, Dr. Charles v. Kraft, p. f. Chanute,
victor r. IL. Robin. Delvaille II. Theard,
Frederick Leland.
Gus. A. LLAMBIAs, Not Pub.
L, the undersigned, recorder OF mortgages
in and for the parish Of Orleans, state Of
Louisiana, do hereby certify that the above
and foregoing act Of Incorporation Of the
Limited, was this day duly recorded In my
office. In book loss, folio IA
New Orleans, August 2, 1918.
(Signed) EMILE ]. LEONARD, d. r.