The herald. [volume] (New Orleans, La.) 1905-1953, 1913-08-14
CHARTER
OF THE AXLELESS WHEEL MNFG. CO.,
LTD
UNITED STATES OF AMERICA. STATE
DADTcu ON


month Of August in the year OF our Lord
one thousand nine hundred and thirteen, and
rof the independence OF the United States of
| America the one hundred and thirty-eiChth :
: before me- GuStave A. Llambias, notary
public, duly commissioned, sworn and uuali-
fed in and for the parish Of Orleans. and in
! the presence or the witnesses hereinafter
named and undersigned, personally came and
appeared; the several persons whose names
are hereuntO subscribed, all Of them OF full
! age Of majority, who declared that. availin.
! 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-
ton, tO-wit:
ARTICLE THE name and title OF this
WHEEL MANUFACTURING COMPANY,
| LIMITED" and ii shall exist and continue
for term OF ninety-nine years from the
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
tne nature or the business to he carried on
by IL are hereby declared to he To manufac
ture and sell wheels OF any and all deScrip-
tons 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
said wheels and generally to do any and all
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 UI.-This corporation shall
have the power and authority, under its
corporate name, TO contract, sue and be
sued. 10 make and use a corporate seal. and
the same 10 break and alter at pleasure: 70
receive, accept purchase. lease, hypOthecate,
mortgage, pledge, convey and exchange or
otherwise acquire or dispose of. pronertv.
both real and personal; TO borrow money
ana 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 ri two hundred
and fifty thousand dollars tS2JO. 600 OO). d.
lyided into ten thousand shares 30 OOOb OF
the par value Of twenty-five dollars 1925 .O0I
per share. Said stock shall be payable In
cash or Its equivalent. and shall be paid at
such time and in such instalments as the
board OF directors may determine. The cor
poratiOn shall be a going concern as soon
as nye thousand dollars (SJ,OUO.0O) shall
have been subscribed.
All transfers of stock of this corporation
shall be made on the books of the CORPORA
.leans.
ARTICLE V.--AlI the corporate powers
OF this corporation shall be vested in board
of directors consisting Of five members three
OF whom snail constitute quorum for the
transaction of any business, and their acts
snail be valid and corporate acts
The FIRST board OF directors and officers
snail remain in office for the term of two
years. After the expiration Of said term all
future boards shall be elected annually on
the hrst Monday Of August OF each year
ana they shall continue in office for one year
qualified.
The election Of directors shall be held ar
the home OF the corporation, under the su-
perVlslon or two commissioners appointed
Dy the board OF directors. Twenty days no.
tlce or such election shall be given to each
stakeholder, by the secretary. by letter adj
dressed 10 and mailed TO such stockholders
at their usual post office address. All cleo
lions. snail be by ballot; a majority OF the
votes cast shall elect. One vote Shall be
allOWed Tor each share represented by the
holder In person or by proxy.
Any vacancy occurring In said board OF
directors from any cause shall be filed by
the remaining directors for the unexpired
term; Failure 10 hold election shall not
dissolve dissolve the corporation. Each board Of di-
penSation of all officers and managers and
clerks and agents, and shall have the power
10 suspend or discharge, any officer manager
clerk or agent, for neglect Of duty or mis-.
Any director may, in writing. appoint and
at ms pleasure revoke, a proxy TO act for
ana represent him in his absence at the
proxies shall exercise all the bowers and
privileges or their constituents; provided
t snai tne persons so appointed must be stock
The board Of directors, with the excsntion
or the first board, shall at their first meet
Tug IN each year, elect out of their number
a president and manager, a vice-president
ana secretary and treasurer
The following named persons are 70 com-
pose the hrst board OF directors and they
snam mold ONCE until the first Monday in
1 hfuIgusi, !9io or until their successors are
uuiy elected and qualified: Charles w. Mich
3is, Henry L. Meyers, Victor +. H. Robin.
fauI +. Chanute and DIR. Charles V. Kraft
with VUn N Cnaries W. Nichols as president and
urer. "Nu 'ieaS-
ARTICLE yI.-Whenever this corporation
is dissolved, either by limitation or from
any other cause, its affairs shall be Iiouidat r
cd by three (3) commissioners to be appoint
ca Tor that purpose from among the stock
I moLufrs Oh SAID corporation, at a general
800 days prior notice given in the same
manner as above provided for the election
OF directors and on the assent of the ma
yOrlty In amount OF stock. The said com
misSloners shall remain in charge of the az |
Ialrs OF the said corporation until fully Iioui-
dated. Any vacancy among said liGuida TORS
shal De nlled by the remaining liquidatOrs.
who shall continue to act during the said
ARTICLE VII.-This act of Incorporates,
may Oe changed, altered or amended, or the |
corporation dissolved, by a vote of three |
fourths "a in amount of the stockholders
at a general meeting convened for that mr.,
pose, AFTER thirty 500 days prior notice OF
said meeting shall have been given to all the |
as above provided for.
ARTICLE NIlI-No stakeholder shall |
ever be held liable or responsible for the |
contracts or faults OF this corporation in anv
tHrtner sum than the unpaid balance due on |
the shareS or 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 apy |
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 DelvailIe II. |
Theard and Frederick Leland. competent |
who have signed with the appear |
ers and me; notary, after due reading.
tOriginal signed) c. w. Nichols. II. p. |
Meyers Dr. Charles V. Kraft. F. +. Chanute. |
victor +. IL. Robin. Delvaille II. Theard, |
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 |
Axleless Wheel Manufacturing Company, |
Limited, was this day duly recorded in my |
office, in book loss, folio IA
New Orleans August 1919