The herald., 1913-09-04
CHARTER
OF THE AXLELESS WHEEL MNFG. CO,
LTD.
UNITED STATES OF AMERICA, STATE
OLE IDI-ISIANA DARISu OLE Or

UNITED STATES OF AMERICA, STATE
LEANS, CITY OF NEW ORLEANS
Be ii known, that on this first day OF the
month Of August in the year of our Lord
one thousand nine hundred and thirteen, and
of the independence of the United States of
America the one hundred and thirty eighth
before me, GuStave A. Lambias, 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
appeared; the several persons whose names
are hercuntO subscribed, all of them OF fun
age of majority, who declared that, ayailiug
themselves of the provisions Of the laws OF
this state relative to the organization Of
corporations, they have COvenantei 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 lncorpora-
ARTICLE THE name and title of this
corporation shall be THE ANLELESS
WHEEL MANUFACTURING COMPANY,
LIMITED" and L 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
the nature of the business to be carried on
by 1t are hereby declared to be: to manufac-
ture and sell wheels Of any and all dcScrip
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; 10 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 III-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, 600 OOD, d.
vided into ten thousand shares 100000 of
the par value OF twenty-five dollars ($25.OOI
per share. Said stock shall be payable In
cash or its equivalent. and shall be paid at
such time and in such inStallmcnts as the
board OF directors may determine. The cor
poration shall be going concern as soon
as five thousand dollars (Sj,O0O.O0D shall
have been subscribed.
All transfers of stock of this corporation
shall be made on the books of the corpora
tlOn 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 five members three
of whom shall constitute a quorum for the
transaction OF any business, and their acts
shall be valid and corporate acts.
Inc nrst 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 snail continue In Office for one year,
qualified.
The election of directors shall be held at
the home of the corporation, under the su-
pervision of two commissioners appointed
by the board of directors. Twenty DAYS no.
tlce OF such election shall be given to each
Sstockh3ider, by the secretary, by letter ad-
AZ their usual post office address. All cleo
tons 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 unpxnired
term. Failure 10 hold election shall nor
dissolve the corporation. Each board of di-
TectOrs snail nave the power to nix the COM
penSatlon or all officers and managers and
clerks and agents, and shall have the power
10 suspend or discharge, any officer manager
conduct. Va mis-
Any director may in writing, appoint and
at his pleasure revoke, proxy 10 ACT for
and represent him in his absence ar the
meetings OF the board of directors, and such
proAies shai! exercise all the powers and
privileges or their constituents; provided
holders. Oe ''0eA'
The board of directors, with the execution
OF the nrst board, shall at their first meet
ing In each year, elect out of their number
a president and manager, a vice-president
and a secretary and treasurer
me lOIIoWlng named persons are to COM
pose the first board of directors, and they
snail mold Office until the first Monday in
august, 1915, or until their successors are
o GUY elected and qualified: Charles W. Mich
raul Il. Chanute and DIR. Charles V. Kraft
Win Charles W. Nichols as president and
manager; Henry L. Meyers, vice-president.
and Victor L. Ii. Robin, secretary and treas,
ARTICLE VI.-Wheneyer this CORPORATION
Is dissolved, either by limitation or from
any other cause, its affairs shall be iiauidat
ed f5r '1 tbat (S1 commissioners to be appoint
gu Lor tnat purpose from among the stock
noluers OF said corporation, at general
meeting held for that purpose, after thirty
tow Gays prior notice given in the same
manner as above provided for the election
oI directors, and on the assent of the ma
yorlty In amount of stock. The said com
EnisslOnerS shall remain In charge of the ar
Ialrs or the said corporation until fully IIoui-
dated. Any vacancy among said liouidators
shall be filled by the remaining IiGuidators
who shall continue TO act during the said
vacancy. '"iu
ARTICLE VII.-This act of INCORPORATION
may be changed, altered or amended. or the
corporation dissolved, by a vote of three
lourths "a In amount Of the stockholders
at general meeting convened for that pur.
pose, after thirty 800 days prior notice OF
salu meeting shall have been given TO ALI tha
stockholders, as above provided for.
ARTICLE vlII.-No stakeholder shall
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 informaIity In
the organization have the effect of render
ing this charter null, or subjecting apy
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 DelyaIlIe n
Iheard and Frederick Leland Competent
witnesses, who have signed with the appear
ers and me; notary, after due reading.
tOrlginal signed) c. W. Nichols H. p
Meyers, DR.. Charles V. Kraft. p. f. Chanute
victor T. II. Robin. Delvaille Fl. 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