The herald. [volume] (New Orleans, La.) 1905-1953, 1913-09-11
CHARTER
OF THE AXLELESS WHEEL MNFG. CO.,
LTD.
UNITED STATES OF AMERICA, STATE
OF LOUISIANA, PARISH OF Or

before me- Gustave A. Llambias, a notary
public, duly commissioned, sworn and quail
fed in and for the parish OF Orleans, and in
the presence of the witnesses hereinafter
named and undersigned, personally came and
the several persons whose names
are hereuntO subscribed all Of them OF full
age Of majority, who declared that, availing
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, as 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-
ARTICLE THE name and title Of this
WHEEL MANUFACTURING COMPANY,
LIMITED" and il shall exist and continue nue.
date hereof. 1t shall have its domicile 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
be served
ARTICLE 1.-THE objects and purposes
for which this corporation Is organized and
the nature OF the business TO be carried on
by IL are hereby declared to be: to manufac-
ture and sell wheels OF any and all descrip-
tions whatsoever, and TO that end appoint
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
said wheels and generally TO do any and all
things deemed advisable by the board OF di.
rectorS in connection with the business and
for the interest and advantage OF the corpo-
ration.
ARTICLE III.-This corporation shall
-.
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 IN.-The capital stock OF this
corporation Is hereby fixed at two hundred
and fifty thousand dollars $3.50 600 0Ol, d.
vlded into ten thousand shares 10.O00) Of
the par value OF twenty-five dollars (S2J.0Ol
per share. Said stock shall be payable In
cash or Its equivalent, and shall be paid at
such time and In such installments as the
poration shall be a going concern as soon
as five thousand dollars ($j,000.00) shall
have been subscribed.
All transfers of stock OF this corporation
shall be made on the books of the corpora
tion at its domicile in the city Of New Or
leans.
ARTICLE V.--All the corporate powers
of this corporation shall be vested in board
Of directors consisting of i've members three
Iof whom shall constitute quorum for the
| transaction Of any business, and their acts
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 all
| future boards shall be elected annually on
the first 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 SUI
peryision Of two commissioners appointed
| by the board OF directors. Twenty days no.
tice Of such election shall be given to each
stockholder, by the secretary, by letter ad-
dressed TO and mailed to such stockholders
at their usual post office address, All cleo
tions shall be BY ballot; majority OF the
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.
rectors shall have the power to fix the COM
pensation OF all officers and managers and
clerks aud agents, and shall have the power
TO suspend or discharge, any officer manager
clerk or agent, for neglect OF duty or mis-
| conduct.
! Any director may, in writing. appoint and
at ms 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 anC
privileges OF their constituents; provided
| holders.
The board Of directors, with the execution
| hot,
ing IN each year, elect out OF their number
president and manager, a vice-president
and secretary and treasurer.
| Inc following named persons are to com.
pose the first board Of directors and they
shall hold office until the first Monday in
august, 1919, or until their successors are
dnly elected and qualified: Charles W. Mich
OILS, Henry I. Meyers, Victor f. Ii. Robin
Paul +: Chanute and DR.. Charles V. Kraft
with Charles w. Nichols as president and
manager; Henry Z. Meyers, vce-president
urer.
ARTICLE YI.-Whenever this corporation
Is dissolved, either by limitation or from
any other cause, Its affairs shall be liquidat
ed Dy three CD commissioners to be appoint
ed Tor That purpose from among the stock
holders OF said corporation, at a genera
meeting held for that purpose, after thirty
900 days prior notice given in the sam,
manner as above provided for the electioI
or directors, and on the assent of the ma
yorlty In amount OF stock. The said com
missloners shall remain in charge OF the af
talrs or the said corporation until fully liuui
dated. Any vacancy among said liquidators
shall be filled by the remaining liquidators
VINO shall continue to act during the sale
vacancy.
| ARTICLE VII.-This act Of incorporatIo
may be changed, altered or amended. or tn,
corporation dissolved, by a vote of three
fourths ~ in amount Of the stockholders
at general meeting convened for that pur
pose, after thirty 800 days prior notice o.
said meeting shall have been given to all tn,
Istoe6n0lders, as above provided for.
| ARTICLE Vlll.-No stakeholder shall
ever be held liable or responsible for tn,
contracts or faults OF this corporation in an,
further sum than the unpaid balance due OF
the shares OF stock subscribed by him Of
owned by him; nor shall any informality II
the organization have the effect of render
ing this charter null, or subjecting an,
stakeholder TO any liability beyond tn,
amount of his subscription to the stock.
4 Done and passed In my office, at New
orleans, the day, month and year first allow
written, in presence OF Messrs. Delvaille II
lTheard and Frederick Leland, competen
witnesses. who have signed with the appear
ers and me, notary, after due reading
(Original signed) C.. W. Nichols, H. P
Meyers, DR.. Charles V. Kraft p +. Chanute
Victor Z. Fl. Robin. Delvaille III. Theard
Frederick Leland
Gus. A. LLAMBIAs. Not Pub.
1, the undersigned, recorder of mortgage
In and for the parish of Orleans, state o
and foregoing act of Incorporation of tn
Axleless Wheel Manufacturing Company
Limited, was this day duly recorded In m,
office, In book loss, folio IA
New Orleans, August 2, 1918.
J (Signed) EMILE ]. LEONARD, d. r.