The herald., 1914-02-26

CHAR TER
OF TIE MODERN WHEEL COMPANY

JAMS, FcbI2Iq6-Mch5
CHARTER
! OF TIE MODERN WHEEL COMPANY
juitcd States Of America. State OF Louisiana.
Parish OF Orleans, City OF New Orleans.
Re 1t known, That on this NTH day Of
February, m the year Of our Lord one thou
sand nine hundred and fourteen. and of the
r | IndcPC ndeuCe OF the United States OF Ameri,a
the one hundred and thirty-eIghth, before me,
John T. IOhIn, a notary public, in and for
the Parish Of Orleans, State Of Louisiana
aforesaid, and IN the presence of the wit
ncsscs hereinafter named and undersigned,
personally came and appeared the several
persons whose names are hereunto subscribed,
who severdlly declared that ayailing them
| selves Of the laws OF the State of Louisiana
, IN such cases made and provided they have
Covenanted and agreed, and do by these pres
! ents covenant and agree and bind themselves,
as well as all such persons may hereafter
become associated with them, TO form cor
poration for the objects and purposes and
under the articles and stipulations following,
tO-wIt:
Article l. The name of this corporation
shall be The Modern Wheel Company and
under its said corporate name it shall have
power and authority to have and enjoy cor
porate existence and succession for the full
term and period OF nincty-niue years from
and after the date hereof: to contract, sue
and be sued; OF make and use a corporate
seal, and the same 70 alter and break at
pleasure; to hold, receive, lease, purchase
and convey, as well as mortgage and EypOth-
ecate property, real, personal and mixed, cor
poreal and Incorporeal; to name and appoint
such managers, agents, directors and officers
as ITS business, interest and convenience may
require, and to make and establish as well as
alter and amend, from time to time, such by
laws, rules and regulations for the proper
| government of the affairs Of said corporation
| as may be necessary and proper.
| Article II. The domcile of said corpora
ton shall be in the City Of New Orleans
State Of Louisiana, and all citations or other
legal process shall be served upon the Presi-
dent of said corporation, in the event of
his absence, upon the Vice President thereof
! and in the absence of both of said officers
upon the General Manager of said corpora
ton.
Article Ill The objects and purposes for
| winch tins corporation is organized and es-
tablished and the nature of the business to
| he carried on by 1t are hereby declared to
be: To purchase, sell or lease, on ROYALTY or
otherwise, any and all patents or patent rights
patented in the United States or in other
| countries; to manufacture, buy and sell
| wheels, vehicles, trucks, wheelbarrows, ma
chinery, and any and all articles manufac-
tured; and to manufacture any and all ar
| ticles, wheels, vehicles, trucks wheelbarrows
and any and all marketable articles Of any
and all description whatsoever; to purchase
sell or lease real estate or machinery; to use
same Tor the purpose OF manufacturing or
| otherwise, and to do any and all acts, and
to purchase any and all improvements, or
manufactured or manufacture any and all
things deemed advisable by the Board of
Directors IN connection with the business
| and tor the interest and advantage of the
corporation; 10 own, lease, construct, main
| tam and acquire factories, depots warehouses ::
| to purchase or consolidate with any other
corporations, organized under the laws Of
| the State OF Louisiana, any other State or
OF the United States or any foreign country ;
and to acquire and hold stocks bonds and
securities OF such other corporations: TO guar
antee the said stocks, bonds and securities
OF such corporation, as this corporation may
be interested IN; to construct, own or other
wise acquire railroads and steamships and
other vessels TOR carriage Of freight and pas
sengers for hire; to construct, and oper-
ate docks, walks for landing of vessels and
tor the receiving, storing and forwarding of
freight and the accommodation of passeu.
gers, and generally TO hold and exercise all
such incidental powers and privileges as re-
late to the objects hereinbefore set forth.
Article ~. The capital stock of this cor
poration is hereby fixed at the sum of Thirty
five thousand dollars (S55OOO, divided INFO
and represented by three hundred and fftv
iSoU) shares OF stock of the per value of one
hundred dollars $4,000 each. Said stock
shall be paid for in cash in such INSTALL
ments and at such time and after such no.
tice TO the subscribers the Board of Di-
rectors may nix, or same may be issued at
not less than par for labor done or services
performed tor the said corporation on prop
erty rights actually received by said CO rpora-
tion or promotion.
This corporation may become going CON.
Germ and shall be authorized to commenc.
business when and as soon as three tbou.
sand dollars (s3,OOOOO) of its capital STOCK
shall have been subscribed for
An transfers Of stock OF this corporation
shall be 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 said
corporation shall be vested in and exercised
by Board OF Directors to be composed of
five (5) stockholders to be elected annually
on the FIRST Monday in February of each
year; the hrst to be held after the expiration
OF the term of office of the first Board OF
| Directors, which shall stay in Office until
me hrst Monday IN February, 1912 three
OF whom shall constitute a quorum.
ANY director may, in writing, give 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
Shali exercise all the rights, powers and priv.
| ieges OF their constituents; provided, how
ever, that the said person or persons who
are appointed are stockholders Of the said
| corporation.
All such elections shall be bv baIlot and
shall be held and conducted at the office
| OF said corporation, under such regulations as
may be established by the Board Of Directors.
| Notice OF such election shall be given nv
| the Secretary of said corporation bv publics
| ton tor not less than ten days prior thereto
IN daily newspaper published in the Eng.
'ish language in the City of New Orleans.
| Al ali such elections and at all corporate
| meetings, every stakeholder shall be entitled
| 20 one vote for each share of stock standing
| IN ms name on the books of said corporation
| 10 oe cast by nm IN person, or by his writ.
| cast shall elect. '0'e1
any vacancy occurring among the Direc
tofs oil SAID corporation by death, resigna.
ton, or otherwise, shall be filled by election
rectOrS. VI
- "A failure to elect directors on the date
above specified shall not dissolve the cor.
poratIon nor impair its corporate existenr.
ana management, but the directors then in
Once shall remain in office until their sue
ceSsors shall have been duIy eIer,ad - -
fled. 'eu anu qu"i
The Board Of Directors at its first r,eet;,,
Snal eject from their number a Presi.
cent and Vice Presidents. They shall asIo
elect a Secretary and Treasurer, or one per
son to act as both Secretary and Treasurer.
either OF whom may or may not be a n1enbc1
OF said board and General Manage,
The Board of Directors from time to tic,e
may name and appoint all such other officers
and agents as It may deem necessary Tor
tie purposes and business of said CORPORA.
ton The said board shall have power IN
hx and define the duties of every officer
and ernploye, and all officers and EMPLOYEES
shail hold office and employment az The
pleasure Of the board. The board may make
and establish as well as alter ari amend
all such bylaws, rules and regulations nee.
essary and proper in its judgment for the