The following document was typed from the original charter located at the Lewis County Court House. Some names are spelled incorrectly, but that is the way they were originally recorded.
STATE OF TENNESSEE
DEPARTMENT OF STATE
I, Joe C.Carr, Secretary of State of the State of Tennessee, do hereby certify that the annexed Instrument with Certificate of Acknowledgement was filed in my office and recorded on the 23rd day of August, 1962.
IN CORPORATION RECORD BOCK- VOLUME 0-24, PAGE 1867
IN TESTIMONY WHEREOF, I have hereunto subscribed my Official Signature and by order of the Governor affixed the Great Seal of the State of Tennessee at the Department in the City of Nashville, this 23rd day of August A.D. 1962.
The Great Seal of
The State of Tennessee _______Joe C.Carr____ _
Seal Affixed Secretary of State
STATE OF TENNESSEE
CHARTER OF INCORPORATION
Be It Known ,That (Names of incorporators attached hereto) MEMBERS OF CLUB Ray Brown, I. L. Bunch, W.C.Harris, Pete Harris, Danny Spears, Carl Lomax, Howard Spears, Naymond Skleton, Hassell Spears, Bobby Riley, Ed Quillen, Alton Camron, Bobby Rodgers, Jack Sealey, Ronald Lynch, Charles Sealey. Jackie Dickey, Bobby Wiggins, Hershel Harris, Billy Hinson, Leo Murphy, Mickey Murphy, Gene Ratcliff, Bobby Perry, L.B. Staggs, Plummer Vaughn, Leemore Cotham, Fay Holt, Wiley Carroll and Claude Carroll, The said Hassell Spears to be President; Bobby Rlley Vice President; Bobby Wiggins, Secretary and Treasurer and Howard Spears, Reporter.
are hereby constituted a body politic and corporate, by the name of and style of Hohenwald Auto and Racing Club for the purpose of the promoting of auto racing sport, either for profit or pleasure, operating a race track, with the power to acquire land for this purpose and to maintain said club for the social enjoyment and pleasure of the general public and to operate a concession stand in connection therewith, for the benefit and pleasure of said club, the operation thereof not to be for profit; the general welfare of society, not individual profit, being the object of this club and for which application is made for this Charter. This application is made under Paragraph Six (6) of section 48.101, Tennessee Code Annotated, which reads as follows: "The maintenance of clubs for social enjoyment, gymnastic and gymnasium clubs, gun clubs, baseball, polo clubs, and other clubs for the promotion of athletic sport, either for profit or pleasure."
The general powers of said corporation shall be: To sue and be sued by the corporate name. (2) To have and use a common seal, which it may alter at pleasure; if no common seal, then the signature of the name of the corporation, by any duly authorized officer, shall be legal and binding, (3) Any corporation chartered under the laws of Tennessee for religious, charitable, educational, missionary, or other eleemosynary purposes, and not for profit, shall have the power to receive property real, personal or mixed, by purchase, gift, devise, or bequest, sell the same and apply the proceeds toward the promotion of the objects for which it is created, or hold any such property and apply the income and profits towards such objects. Unless otherwise specifically directed in the trust instrument by which any real or personal property, money, or other funds, are given, granted, conveyed, bequeathed, devised to, or otherwise vested in, corporations formed for religious, educational, scientific, or other charitable purposes, the directors, the governing board, or the authorized finance committee thereof, when authorized by the corporation, shall have power to invest funds thus received , or the proceeds of any property thus received, in such investments as in the honest exercise of their judgement they may, after investigation, determine to be safe and proper investments, and to retain any investments heretofore so made. (4) Any corporation heretofore chartered for any of the foregoing purposes, desiring to avail Itself of these powers, shall submit the question to its directors or trustees at any regular meeting, or special meeting, called for the purpose, or to any regular or special meeting of its executive committee, and if a majority of said directors, trustees, or executive committee vote in favor of applying for the amendment, it may proceed in usual course to file an amendment to its charter, (5) To establish by-laws and make all rules and regulations not inconsistent with the laws and constitution deemed expedient for the management of corporate affairs, (6) To appoint such subordinate officers and agents, in addition to a president and secretary, or treasurer, as the business of the corporation may require. (7) To designate the name of the office, and fix the compensation of the officer. (8) To borrow money to be used in payment of property bought by it, and for erecting buildings, making improvements, and for other purposes germane to the objects of its creation, and secure the repayment of the money thus borrowed by mortgage. pledge, or deed of trust, upon such property, real, personal, or mixed, as may be owned by it; and it may, in like manner, secure by mortgage pledge, or deed of trust, any existing indebtedness which is may have lawfully contracted.
The said five or more corporators shall, within a convenient time after the registration of this charter, elect from their number a president, secretary, and treasurer, or the last two officers may be combined into one, said officers and the other corporators to constitute the first board of directors. Any corporation not for profit may increase its directors or trustees to a number of not more than one hundred, by due and proper amendment to its by-laws, unless otherwise specifically provided. In all elections each member to be entitled to one vote, either in person or by proxy, and the result to be determined by a majority of the vote cast. Due notice of any election must be given by advertisement in a newspaper, personal notice to the members, or a day stated on the minutes of the board one month proceeding the election. The term of officers may be fixed by the by-laws, the said term not however, to exceed three years. All officers hold office until their successors are duly elected and qualified
The general welfare of society, not individual profit, is the object for which this charter is granted, and the members are not stockholders in the legal sense of the term, and no dividends or profits shall be divided among the members.
The board of directors shall keep a record of all their proceedings, which shall be at all times subject to the inspection of any member. The corporation may establish in any other County in the State.
The members may, at any time, voluntarily dissolve the corporation by a conveyance of its assets and property to the State of Tennessee, any County or municipality of the State, or to any other corporation holding a charter from the State for purposes not of individual profit, first providing for corporate debts; provided, that assets and property so conveyed shall be used by the grantee for purposes similar to those of the conveying corporation.
Whether there has been no meeting of the members for a period of five years or more, and because of the death of members of the condition of the corporate records it is impossible to notify a sufficient number of members to constitute a quorum, notice of a meeting of the members may be made by publication in some newspaper in the County where such corporation has its principal location, at least thirty days before such meeting shall be held. The members attending such meeting shall be deemed to constitute a quorum for the purposes of electing directors or trustees, and authorizing such directors or trustees to dissolve the corporation and convey its property and assets in accordance with this section.
The charter is Subject to modification and amendment; and in case modification or amendment is not accepted, corporate business is to cease, and the assets and property after payments of debts, are to be conveyed as aforesaid, to some other corporation holding a charter for purposes not connected with individual profit. Acquiescence in any modification, thus declared, shall be determined in a meeting of the members especially called for that purpose, and only those voting in favor of the modification shall thereafter compose the corporation.
The means, assets. income, or other property of the corporation shall not be employed, directly or indirectly, for any other purpose whatever than to accomplish the legitimate objects of its creation, and by no implication shall it engage in any kind of trading operation, nor hold any more real estate than is necessary for its legitimate purpose s.
Expulsion shall be the only remedy for the nonpayment of dues by the members, and there shall be no individual liability against the members for corporate debts, but the entire corporate property shall be liable for the claims of creditors.
We, the undersigned, the incorporators above mentioned, hereby apply to the State of Tennessee for a charter of Incorporation for the purposes declared in the foregoing instrument.
Witness our hands this, the l5th day of August, 1962.
/s/ Howard Spears
/s/ I.L. Bunch
STATE OP TENNESSEE
COUNTY OF LEWIS
Personally appeared before me, D.D.-Humphreys, Jr, (Clerk of the County Court of Notary Public), the within named incorporators, Hassell Spears, Bobby Riley, Bobby Wiggins, Howard Spears and I.L. Bunch with whom I am personally acquainted, and who acknowledge that they executed the within application for a Charter of Incorporation for the purposes therein contained and expressed.
Witness my hand and official seal at office in Hohenwald, Tennessee, this l5th day of
Signature Notary Public
D.D. Humphreys, Jr
Lewis Co. Tenn
My commission expires 12th day of January, 1964. (Official Title) Notary Public
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