Meeting Minutes: 1900-05-31 Stockholders
First minutes of the shareholders
of J. Wiss & Sons Co, held at the office
of John R. Hardin, No. 761 Broad
Street, Newark, NJ, the 31st day of
May 1900, at four o'clock in the
afternoon.
Present Messrs. Frederick C.J.
Wiss, Louis T. Wiss and John R.
Hardin, being all of the stockholders
and persons named in the certificate
of incorporation.
Mr. F.C.J. Wiss was made
Chairman, and Mr. Louis T. Wiss
Secretary of the meeting.
The secretary read the waiver
of notice of the meeting, signed by
all of the incorporators, waiving
notice of fixing the time and place
for the first meeting of
the corporation. The waiver was
ordered spread on the minutes, and
follows.
We, the subscribers, being all
the incorporating parties named in the
certificate of organization of J. Wiss &
Sons Co, hereby waive notice of the
time, place and purposes of the
first meeting of said Company, and
do fix this thirty-first day of May
Nineteen hundred, at four o'clock in the
afternoon, as the time, and the office
of John R. Hardin, 765 Broad Street,
in the City of Newark, in the County
of Essex and State of New Jersey, as
the place of the first meeting of said
Company.
Dated, May 31, 1900.
Frederick C.J. Wiss
Louis T. Wiss
John R. Hardin
The secretary read the certificate
of incorporation which was ordered
spread on the minutes, and follows
Certificate
of
Incorporation
of
J. Wiss & Sons Co.,
This is to certify that we, Frederick
C.J. Wiss, Louis T. Wiss and John
R. Hardin, do hereby associate ourselves
into a corporation, under and
by virtue of the provisions of an act
of the Legislature of New Jersey entitled,
"An Act concerning corporations
revision of 1896," and the several
supplements thereto and amendments
thereof, for the purposes hereinafter
mentioned, and to that end we do
by this our certificate set forth.
First. The name which we have
assumed to designate such corporation,
and to be used in its business and
dealings is "J. Wiss & Sons Co."
Second. The location of the principal
office of the corporation in this
state is at Numbers 15 to 33 Littleton
Avenue, in the City of Newark, in the
County of Essex, and the name of the
agent therein and in charge thereof
upon whom process against the corporation
may be served is Frederick C.J. Wiss.
Third. The objects for which
the corporation is formed, are as
follows: - to manufacture, buy, sell
and deal in, at wholesale and retail,
scissors, tinners snips, razors,
knives, and cutlery of every variety,
nature and description; manufacture,
buy, sell and deal in drop forgings of
every description: to undertake
and conduct the business of nickel silver
and gold plating and japannizing of all
kinds; to buy, sell, lease, mortgage,
develop or improve lands, buildings, mills,
factories and plants, and to erect and
maintain or reconstruct and adopt
buildings, mills, plants and machinery;
to build and equip factories; to open
and work mines, and to manufacture
sell and dispose of the products there
of; to manufactures, buy and sell
machines and machinery; to carry on the
business of importers of and dealers in
at wholesale and retail of all kinds
of shears, scissors, tinners snips, razors,
knives and cutlery of every nature
and descriptions, and also of watches,
clocks, jewelry, ornaments, precious
stones, articles made wholly or partly
of gold, silver or other metals, or of
wood or combinations, compositions or
imitations thereof; to undertake and
carry on the business of manufacturing
jewelers and gold and silver smiths;
to purchase or otherwise procure, hold
and dispose of Letters Patent of the
United States and of other countries and
licenses thereunder, and inventions and
secret processes, and to work under the
same, and license others so to do to
act as agent for any and all other
corporations and individuals, whomever
and wheresoever in the conduct of
its or their business, and to engage
in all businesses or undertakings in
any every growing out of, or concerning
or relating to any of the objects or
purposes herein referred to; to borrow
money, issue notes, bonds or other
obligations therefor, with or without
mortgage or other security; to acquire
the good will, rights, property and
assets of all bonds, and to undertake
the whole or any part of the liabilities
of any person, firm or corporation
and pay for the same in cash, stock
bonds, debentures or other securities of
this or any other corporation or other
wise; to hold purchase or otherwise
acquire, to sell, assign, transfer,
mortgage, pledge, or otherwise dispose of
shares of the capital stock, or bonds,
debentures or other evidences of indebtedness
created by any other corporation of other
or any other state or country, and to
exercise all the rights and privileges
of owners thereof; to have our or more
offices to conduct its business, and
unlimitedly and without restriction
to hold, purchase, mortgage and convey
real and personal property out of the
state and in other state and in foreign
countries; to enter into, make, perform
and carry out contracts of any land
with any person, firm, association or
corporation; to guarantee, the settlement
of dividends or interest or any share
of stock, debentures or other securities
issued by, or the performance of any
other contract or obligation of any other
person or corporation whenever proper,
necessary or convenient for the business
of this corporation; to do all and
everything necessary, suitable, convenient
or proper for the accomplishment
of any of the purposes, or the attainment
of any one or more of the objects
herein before stated, or which
shall at any their appear for the protection
or benefit of this corporation,
either as holder of or interested in
any property, and in general to carry
or any business whether manufacturing,
mining or otherwise, and to
do any of the things in this certificate
set forth as objects, purposes,
powers or otherwise, to the same intent
and as fully as natural persons might
or could do, and in any part of the
world, as principal, agents, directions,
or otherwise;
Fourth, The amount of the
total authorized capital stock of the
corporation is two hundred thousand
dollars, divided into two thousand
shares of the per value of our hundred
dollars each; The amount of
the capital stock with which the
incorporation will commence business
is our thousand dollars, divided into
ten shares of the per value of our
hundred dollars each;
Fifth, The names and post
office addresses of the incorporations
and the number of share subscribed
for by each are as follows:
Frederick C.J. Wiss Newark, n.g. four shares,
Louis T. Wiss Newark, n.g. four shares,
John R. Hardin Newark, n.g. two shares.
Sixth, The existence of the corporation
shall begin on the twenty
first day of May, Nineteen hundred,
and shall continue perpetually.
On Witness Whereof, or have
hereinto set our hands and seals,
this twenty first day of May, nineteen
hundred.
Signed, sealed and delivered | Frederick C.J. Wiss
in the presence of | Louis T. Wiss
Algemon T. Sweeney | John R. Hardin
State of New Jersey | S.S.
County of Essex |
Be it remembered that on this
twenty second day of May, A.D. Nineteen
Hundred before me, a Master in
Chambers of New Jersey, personally appeared
Frederick C.J. Wiss, Louis T. Wiss
and John R. Hardin, who I am
satisfied or the persons mentioned
in and who executed the forgoing
certificate and I having first made
known to them the contents thereof,
they did each acknowledge that they
signed, sealed and delivered the same
as their voluntary act and deed for
the uses and purposes therein expressed.
Algemon T. Sweeney
Master in Chambers
of New Jersey
Mr. Louis T. Wiss proposed the
following by-laws, which after discussion
were anonymously adopted,
By Laws
of the
J. Wiss & Sons Co.
Article I
Annual Sec. 1, The annual meeting of the
Meeting stockholders shall be held at the
principal office of the Company, in
the City of Newark, and state of
New Jersey, on the Thousand of
January in each year, commencing
with, the year Nineteen Hundred and
One, between the hours of 10 a.m.,
and four p.m. at which meeting directors
shall be elected, reports received,
and such other business
transacted, as may be necessary or
comment.
Special Sec. 2, Special meetings of the stock
Meetings holders may be called by the press
meet, or by a majority of the Board of
Directors, or by a third in interest of
the stockholders.
Notice of Sec. 3, Notice of all meetings of the
Meetings stockholders shall be sent by the Secretary
to each stockholder by mail at
least for plays before the meeting.
The notice of any special meeting
shall state in a general way the object
of the meeting.
Quorum Sec. 4, At any meeting of the stock
holders a majority of the stock in
interest shall constitute for
the transaction of business.
Article II
Management Sec 1. The affairs of the Company shall be
managed by a board of five directors to be elected
by ballot at the annual meeting of the stockholders
and to hold office for the term of one year and
until their successors are elected and qualified.
Above amendment was adopted at the regular stockholders
meeting held January 27, 1921, at which 1523 shares of stock
were represented and were voted in favor of the amendment.
Board of Sec 2. The Board of Directors elected
Directors at the first meeting of the corporation
shall hold office until the annual
meeting in the year Nineteen Hundred
and One (1901) and until their successors
are elected and qualified.
Vacancies Sec 3. Vacancies in the Board of Directors
shall be filled by the Board for
the unexpired them.
Meetings of Sec 4. A meeting of the Board of
Board of Directors shall be held immediately
Directors after the annual meeting of the stock
holders for the purpose of organization, and
the transaction of such other business
as may come before them. Other regular
meetings of the Board shall be held
at such these as the Board may determine.
Special Sec 5. Special meetings of the Board
Meeting may be called by the President or by
of Board any two Directors.
Sec 6. Notice of the regular meetings
of the Board shall be sent by the
secretary to each Director, by mail,
at least two days before the meeting.
Object of Sec 7. Notice of special meetings
special of the Board shall state in a
Meetings to general way the object of the meeting
Rental in and shall be issued by the secretary
Notice or resident to each director in
time to attend the meeting. The
time so allowed, need not, however,
exceed two days.
Decorum of Sec 8. A majority of the Directors
Board shall constitute a minimum for the
transaction of business.
Article III
Officers Sec. 1. The officers of the Company shall be a President,
Vice President, Secretary, Treasurer and Assistant
Treasurer and one person may hold any two of
these offices.
Above amendment was adopted at a regular Stockholders
meeting held January 23, 1919, at which 1930 shares
of stock were voted in favor of the amendment.
Sec. 2. The officers shall be elected at
the first meeting of this Board of
Directors following the annual meeting
of the stockholders, and shall
hold office for one year, and until
their successes are elected and qualified
unless sooner removed by the
Board of Directors.
Salaries Sec. 3. The salaries of the officers
shall be filled by the Board of
Directors, and may be varied at any
their, notwithstanding that these may
be a specific term named at the term
of election.
Vacancies Sec. 4. Vacancies among the officers
shall be filled by the Board of Directors
for the unexpired them.
Article IV
President Sec. 1. The President shall preside at
all meetings of the stockholders and
Board of Directors, and shall at each
annual meeting make a report to the
stockholders in writing us to the condition
of the Company's plant and
business and the outlook for the
new-year, and shall perform the in
this generally pertaining to his officer.
Secretary Sec. 2. The secretary shall record the
proceedings of all meetings of the
stockholders and Board of Directors,
and shall send notice of meetings
as directed by these by lands, designating
time and place of the meeting.
She shall has change of the corporate
seal of the Company and of all
letters, documents and other papers
not pertaining exclusively to other
officers of the Company.
Treasurer Sec. 3. The Treasurer shall bare
change of the books of account, and
the funds of the Company shall be
kept under his direction in such
bank or place of deposit as the Board
of Directors may designate. She shall
report in writing at the annual
meeting of the stockholders, concerning
the financial affairs of the
Company for the year then closing,
and make such other reports as
he may at any other time be called
on for, by either the stockholders or
Board of Directors. The Treasurer
shall give bond for the faithful
performance of his duty, to be approved
by the Board of Directors
in the sum of $1,000,00.
Article V
Sec. 1. All monies of the Company
shall be kept in the name of the Company
in such bank or place of deposit
as the Board of Directors may
designate and shall be drawn out by
checks signed in the corporate
name by the Treasurer or Secretary.
Sec. 2. Notes of the Company shall
not be issued except by resolution
passed at a meeting of the Board.
Every such resolution shall be spend
in fill on the minutes of the meeting.
Banks & Sec. 3. No bonds or mortgages shall
Mortgages be issued by the Company except with
the written consent of three fourths
of the stock issued.
Article VI
Certificate Sec. 1. Each stockholder shall be
of Stock given a certificate of stock, signed
by the President and Treasurer, and
countersigned by the secretary, and
bearing the seal of the corporation.*
Transfer Sec. 2. The shares of stock shall be
of Stock transferable on the books of the
corporation only by the Treasurer on
presentation to him of the original
certificate, with power of attorney to
transfer, either endorsed thereon or attached
thereto. The original certificate shall
then be cancelled and new certificate or
certificates of shares issued therefor as
authorized.
Recognized Sec. 3. Until such transfer is duly made
Owner the possessions of the certificate of stock
shall not be regarded as vesting any
ownership of the same in any other person
than the our in whose name the
certificate is issued as between the Company
and such other holder.
Transfer Sec. 4. The transfer book shall be
Book closed 20 days previous to the annual
meeting of the stockholders, and to
the payment of dividends, and no
votes shall be received from or dividends
paid to any person not registered
as such at the time of the closing
of the books without the written
consent of the registered owner.
Dividends Sec. 5. Dividends may be declared
by the Board of Directors at any
time from profits or accused such lane,
and shall be payable as the Board
may direct, at any time.
Article VII
Alterations & Sec. 1. These by-laws may be altered
Amendments or amended at any regular meeting
of the stockholders or at any special meeting
called for that purpose by a vote of
two thirds of all the stock issued.
Mr. Louis T. Wiss offered the following
resolution, which was duly recorded
and adopted.
Whereas, Frederick C.J. Wiss and
Louis T. Wiss are the owned of a certain
shear manufacturing plant located on
Littleton Avenue, in the City of Newark,
in the Country of Essex and State
of New Jersey, lately acquired by them
from Peter Alexander, Trustee in
Bankruptcy of the National Shear Company.
And whereas the said Frederick
C.J. Wiss and Louis T. Wiss, have
offered to sell the said shear plant,
with all the property real and personal
connected therewith as acquired
by them from the said Peter Alexander
Trustee as aforesaid to this
corporation for the sum of $199,000,
in 1990 shares of the capital stock
of this corporation of the per value of
$100.00 each.
And whereas in the judgement of the
stockholders of the corporation such
offer is advantages to this corporation,
and, should be accepted.
Therefore, be it resolved that the
stockholders of this corporation do
approve of the acceptance of said offer
so made by the said Frederick C.J.
Wiss, and Louis T. Wiss, and do authorize
and request the directors of this
corporation, where elected to purchase
from the said Frederick C.J. Wiss and
Louis T. Wiss, the shear manufacturing
plant, with all the real and personal
property thereto attached, as acquired
from Peter Alexander, acquire, trustee
in bankrupted, as aforesaid for the
sum of our hundred and ninety nine
thousand dollars, payable in 1990
shares of the capital stock of the
corporation of the four value of the
hundred dollars, and the said directors
are hereby authorized and requested
to do all things necessary,
convenient and proper to the acceptance
of said offer, and to the acquisition
of the property referred to for
this corporation.
On motion of Mr. Hardin it
was proposed to proceed to the election
of a Board of Directors to prior
until the annual meeting of the
corporation in the year 1901.
The Chair stated that Albert
St. Peal, had acquired two shares of
the stock of the corporation, and was
qualified to senior as Director.
Mr. Hardin nominated for
directors Mr. Frederick C.J. Wiss, Louis
T. Wiss and Albert St. Peal.
There being no further nominations, the
nominations closed and on a ballot
Wisses Frederick C.J. Wiss, Louis T.
Wiss and Albert St. Peal were anonymously
elected directors to same until
the annual meeting in 1901.
On motion the meeting then adjoined.