Articles of Association of the Gibson Mandolin-Guitar Manufacturing Co., Ltd.
Received for record Oct. 11th 1902 at 2-55 o’clock P.M.
H. P. Shutt by Deputy Registrar
Know all men by these presents, that we Sylvo Reams, Lewis Williams, LeRoy Hornbeck, John W. Adams and Samuel H. Van Horn, of the city of Kalamazoo, Michigan, being desirous of forming a Partnership Association Limited under the provisions of Chapter 160 of the compiled laws of the State of Michigan – for the year 1897, and the acts mandatory thereof and supplementary thereto, for the purpose of manufacturing, buying, selling and dealing in guitars, mandolins, mandolas, violins, lutes, and all other kinds of stringed musical instruments, and everything pertaining thereto, in all parts of the United States and Foreign Countries, do hereby sign and acknowledge the following Articles of Association, to-wit:
The name assumed by this Association, and by which it shall be known in law is the Gibson Mandolin-Guitar M’f’n’g Co. Limited.
The principal Office and place of business of said association shall be located and maintained in the City of Kalamazoo, in the County of Kalamazoo and State of Michigan.
The names and address of the members of this Association are as follows: Sylvo Reams, Lewis Williams, LeRoy Hornbeck, John W. Adams and Samuel H. Van Horn, all of Kalamazoo, Michigan.
The amount of the capital stock of said Partnership Association Limited is hereby fixed at Twelve Thousand Dollars ($12,000).
The number of shares into which the capital stock is divided is Twelve hundred (1200) of the par value of Ten Dollars ($10) each. Each stockholder shall be entitled to one vote for every share of stock held by him in any stockholders meeting.
The amount of the capital stock of said Partnership Association Limited subscribed for each member entering into this organization at this time is as follows, to-wit: Sylvo Reams, One Thousand Dollars ($1000); Lewis Williams, One Thousand Dollars ($1000); LeRoy Hornbeck, One Thousand Dollars ($1000), John W. Adams, One Thousand Dollars ($1000); Samuel H. Van Horn, One Thousand Dollars ($1000).
The amount of capital stock now subscribed for is paid as follows: each of the foregoing subscribers contributes Five Hundred Dollars ($500) in cash. The balance of said subscriptions to-wit, Two Thousand Five Hundred Dollars ($2500) consists in an assignment to this company of all the right title and interest of the aforesaid subscribers in and to a certain contract made and entered into by said subscribers with Orville H. Gibson, of Kalamazoo, Michigan, for the manufacture and sale of stringed musical instruments under Letters Patent of the United States of America Number 598,245, issued by the United States Patent Office to the said Orville H. Gibson, the said Letters Patent being dated February 1st A.D. 1898. Before this Company proceeds to do business, it shall sell at least Five Thousand Dollars ($5000) of the unsubscribed capital stock of this Company at par, and the money arising therefrom shall be placed in the Treasury of the Company for its use. The remaining Two Thousand Dollars ($2000) of the capital stock of said Company may be sold at any time when the managers of said Association see fit.
The term of existence of this Company is fixed at Twenty (20) years from the date hereof.
The managers of this Partnership Association Limited for the first year of its existence shall until their successors are selected and qualified shall be five in Number as follows, to-wit: Sylvo Reams, Lewis Williams, LeRoy Hornbeck, John W. Adams and Samuel H. Van Horn. John W. Adams shall be Chairman, Sylvo Reams shall be Secretary, and Samuel H. Van Horn shall be Treasurer.
In so far as the rights and duties of the managers, officers and stockholders of this Company are not fixed and regulated by the statute under which this Partnership Association Limited is formed, and the decisions of the Supreme Court of the State of Michigan applicable to said statute, the rights and duties of such Officers, Managers and Stockholders shall be governed by the laws and decisions applicable to Manufacturing Corporations organized under Act Number 232 of the Public Acts of 1885, entitled “An Act to Revise Laws for the Incorporation of all Manufacturing Companies (except such as are contemplated by Act Number 42 of the Session Laws of 1877, which provides for the incorporation of persons or corporations engaged in the manufacture of salt) and mercantile companies or any union of the two, and to fix the duties and Liabilities of such Corporation, and acts mandatory thereof and supplementary thereto. In Witness Whereof, the parties hereby associating for the purpose of giving legal effect to these Articles hereunto set their hands and seals, this 10th day of October A.D. 1902.
In the presence of Sylvo Reams
Oscar F. Coleman Lewis A. Williams
Orville H. Gibson LeRoy Hornbeck
In the presence of John W. Adams
Samuel H. Van Horn
State of Michigan
County of Kalamazoo }ss On this 10th day of October A.D. 1902, before me, a Notary Public in and for said County, personally appeared Sylvo Reams, Lewis Williams, LeRoy Hornbeck, John W. Adams and Samuel H. Van Horn, known to me to be the persons named in and who executed the foregoing instrument, and severally acknowledged that they executed the same freely, and for the intents and purposes therein mentioned.
Oscar F. Coleman
Kalamazoo County Michigan