The herald. [volume] (New Orleans, La.) 1905-1953, 1913-08-21
CHARTER
OF THE AXIELESS WHEEL MNFG. co,

UNITED STATES OF AMERICA. STATE

OF LOUISIANA, PARISH OF OR
LEANS, CITY OF NEW ORLEANS.
BE IL known, that on this first day Of the
month Of August in the year OF our Lord
one thousand nine hundred and thirteen, and
Nof the Independence OF the United states OF
America the one hundred and thirty-eighth
before me- GuStave \. IlambiaS, notary
public, duly commissioned, sworn and quail
fled 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 hercunto subscribed all Of them or fun
Iage Of ma iOrity, who declared that aYalllHE
themselves Of the provisions Of the laws Of
| this state relative TO the organization Of
corporations they have coyenanted and
agreed and do, 10y these presents. covenant
and agree. and bind themselves as well as
| such other persons as may hereafter become
associated with them, TO form and cOnSu-
/ 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-
ARTrCIE 1.-The name and title Of this
IcorpSratlon shall be THE ANLELESS
/ WHEEL MANUFACTURING COMPANY.
| LIMITED" and Il shall exist and continue
! for a term OF ninctY-nine years from the
date hereof 1t shall have its domicile IN
the city Of New Orleans. The president OF
! this curDoration. or in his abSruc" the Vice
president. shall be- the proper person upon
whom citations and other legal process shall
! bee served
/ ARTICLE LINE OhleclS ana purposes
! for which this corporation Is organized and
lrhe nature Of the business 10 be carried on
/ by It are hereby declared 10 be 70 manufac-
tire and sell wheels OF any ana all d"Scrip
! tiOnS whatsoever, and 10 that end appoint
agents and statesmen: to purchase, sell or
lease real estate and 10 purchase, sell or
4 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 or
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 U.-This corporation shall
have the power and authority, under Its
corporate name, to contract, sue and be
sued TO make and use corporate seal and
the same 10 break and alter at pleasure; 10
receive. accept. purchase, lease hypothecate
mortgage, pledge. convey and exchange. OF
otherwise acquire or dispose OF, property
both real and personal: TO borrow money
and loan same, to give security and receive
same therefor, 10 Issue bonds and notes, "a
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 e
: amend and alter at pleasure.
| ARTICLE IE.-The capital stock Of this
corporation Is hereby fixed NJ two hundred
and fifty thousand dollars $3.50. Op0.O O), di
vided into ten thousand shares tlO.OOO) o
the par value Of twenty-five dollars lS25.O0
cash or It's equivalent. and shall be paid
such time and In such lnStalments as tn,
board OF directors may determine. The cor
pOration shall be going concern as sooi
as five thousand dollars 50 100000 shat
have been subscribed.
, All transfers of stock OF this corporation
Z shall be made on the books OF the corpora
I. tion at its domicile in the city Of New Or
: leans.
ARTICLE V.--Au the corporate power
Y of this corporation shall be vested in a boar
n of directors consisting of five members tlrp
n of whom shall constitute a quorum for tn
v transaction of any business, and their act
shall be valid and corporate acts.
e The first board OF directors and officer
d shall remain in Office for the term OF tw
L years. After the expiration Of said term a
/ future boards shall be elected annually o
n the first Monday Of August OF each year
II and they shall continue in ofice for one veal
or until their successors are duly elected an
c qualified.
II The election of directors shall be held a
If the home OF the corporation, under the 81
lperviSiOn OF two commissioners appOinte
-e by the board OF directors. Twenty days NJ
r tice Of such election shall be given TO eac
t. stakeholder, by the secretary, by letter az
in dressed to and mailed to such stockholder
ID at their usual post office address. All ele
lions shall be 10y ballot; majority Of III
m votes cast shall elect. One vote shall /
lallOwed for each share represented by II
m holder in person or by proxy.
s. Any vacancy occurring in said board
v directors from any cause shall be filled
re the remaining directors for the unexpire
Re term. Failure to hold election shall n,
Is dissolve the corporation. Each board Of d
r rectOrs shall have the power TO fix the con
~ penSatiOn OF all officers and managers an
u clerks and agents, and shall have the pow,
II TO suspend or discharge, any officer, manage
n clerk or agent, for neglect OF duty or mi
as Any director may, In writing, appoint ar
es at MS pleasure revoke, proxy TO act Il
IS and represent him in his absence at Il
n meetings OF the board Of directors, and SUE
id proxies shall exercise all the powers al
privileges OF their constituents; prOvid,
u that the persons so appointed must be stoc
Is The board OF directors, with the exceptiC
Iy of the first board, shall at their first NEE
nj ing IN each year, elect out of their numb
he a president and manager, Vice-preside
,r- ana q secretary and treasurer.
IN The following named persons are to col
u pose the nrst board OF directors, and tn
n shall hold office until the first Monday
August, 1915, or until their successors a
of duly elected and qualified Charles w. Nc
ne OILS, Henry Z. Meyers, Victor f. H. Robi
or- Paul +. Chanute and DR.. Charles V. Kraf
with Charles w. Nichols as president al
n. manager; Henry Z. Meyers, vice-presider
i'm and Victor E. Ii. Robin. secretary and Urea
!" urer.
ARTICLE yI.-Wheneyer this corporati
on is dissolved, either by limitation or fro
or any other cause, its affairs shall be liquids
be ed by three 80 commissioners TO be appOiI
be ed for that purpose from among the stoC
at holders of said corporation, at a geneI
IN meeting held for that purpose. after thir
ng 800 days prior notice given in the sar
me- manner as above provided for the electi
I'll lof directors, and on the assent of the n
in JOrlty in amount OF stock. The said co
m missioners shall remain in charge Of the
be fairs OF the said corporation until fully liu
all dated. Any vacancy among said liquidat
or shall be filled by the remaining liquidato
In who shall continue TO act during the 50
m vacancy.
by ARTICLE VII.-This act of incorporat II
may be changed, altered or amended or
lon corporation dissolved, by a vote OF thr
aid fOurths tx in amount OF the stockholde
INT at general meeting convened for that p,
OK said meeting shall have been given to all I
ter stockholders, as above provided for.
ore ARTICLE VIII-No stakeholder sh
ew ever be held liable or responsible for
re- contracts or faults OF this corporation in a
ice further sum than the unpaid balance due
rty the shares OF stock subscribed by him
the owned by him; nor shall any informality
Ing this charter null, or subjecting a
or stakeholder to any liability beyond
in amount of his subscription to the stock.
Of Done and passed in my office, at n
the Orleans, the day, month and year first abe
written, in presence of Messrs. Delvaille
Theard and Frederick Leland, compete
yer witnesses, who have signed with the appe
, OF ers and me, notary, after due reading
ner (Original sgned) C.. w. Nichols. II.
or Meyers, DR.. Charles V. Kraft, p F. Chant
Dy Victor E. II. Robin. Delvaille ii. Thea
or Frederick LELAND.
MS GUS. A. LLAMBIAs, Not. Pub
ger /, the undersigned, recorder OF mortga
unit in and for the parish OF Orleans, state
Louisiana, do hereby certify that the alb
BY and foregoing act OF Incorporation Of
and Axeless Wheel Manufacturing Compa
oRt I Init tod t. do, I,r1w Id L.,