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Articles of Association
       

Happy 100th, Gibson Company
by Walter Carter

Gibson celebrated the 100th anniversary of Orville Gibson's first instrument back in 1994, but the 100th anniversary of the Gibson company is today, October 11. To be more specific, it was today at 2:55 p.m.

The Articles of Association that formed the Gibson Mandolin-Guitar Manufacturing Company were actually signed a day earlier (Oct. 10) by Orville, the five new business partners and a witness. On October 11, they brought the contract to the Kalamazoo County Register of Deeds, a Mr. W.P. Shutt, who made it official by entering it into the Miscellany Record book.

Ironically, the first man to sign this historic document, Oscar F. Coleman, had nothing to do with Gibson. Coleman was a notary who signed as a "witness" (along with all the Gibson figures) and then again with his official notary's seal. Orville Gibson's signature is under Coleman's. Out to the right are the signatures of the two most important figures in early Gibson history, Sylvo Reams and Lewis A. Williams.

Reams and his brother owned a music store in Kalamazoo. He played the mandolin, and he would guide the Gibson company as general manager until his death in 1914.

Williams was the heart of the Gibson company. He had been a mandolin teacher in Upstate New York, and he had an evangelistic faith in the new instruments invented by Orville Gibson. His title was sales manager (and later general manager), but he did everything. He organized Gibson's network of teacher-agents. He wrote the inspired, Biblical-style prose for Gibson's catalogs and ads. He contributed to several patented improvements, including the height-adjustable bridge. And he hired musician/engineer Lloyd Loar, who would achieve a legendary status matched only by Orville himself.

The three remaining partners signed on the next page. John Adams, a Kalamazoo lawyer on his way to a judgeship, was chairman of the new organization, a position he would retain for over 40 years even though he never took an active role in managing the company. Samuel Van Horn and LeRoy Hornbeck were also Kalamazoo lawyers.

Each of the five put up $500 in cash. Orville assigned his patent to the company, and it was valued at $2,500. An additional $5,000 in stock had to be sold before the company could proceed to do business. The remaining $2,000 in stock could be if offered if and when the partners saw fit. Total capitalization would then be $12,000.

Considering Orville's revolutionary advance in mandolin design - the solid, carved back and carved top was more durable and louder than conventional Italian-style bowlbacks - Gibson's success would seem to have been a sure bet. And under the leadership of Reams and Williams, Gibson would indeed dominate the mandolin market within a few years.

However, the company's first year may have been a rocky one.

By March 1903, the board had discovered that wood for musical instruments was more expensive than they had expected, so they offered the final $2,000 in stock. That amount represented 20 percent of the outstanding $10,000, and each of the current stockholders was given first option on increasing his or her holdings by 20 percent. A few of the subscribers had enough confidence in the new company to take the extra shares, but the majority was bought up by the partners. Several of the original subscribers, who had not yet fully paid for their stock, sold their shares back to a partner. In some cases, the partner immediately resold those shares.

Wood was not the only problem the partners faced in 1903. Orville Gibson was becoming a problem. Although he apparently believed in the company initially and was the first to sign up for stock (50 shares according to the subscription agreement, 60 shares by the time the certificate was issued) - he had become disillusioned. Minutes of a board meeting in May indicate that he was not fulfilling his obligations as a consultant. Then in July, just before the final payment on his stock was due, he unloaded it to a local bar owner named Charles Rickard. (Rickard was one of those who had acquired stock earlier in the year when other original subscribers started selling off.)

The term of the agreement was 20 years, and by the time it ran out, it looked as if the original partners had had made an accurate prediction of the company's life expectancy. Interest in the mandolin had fallen drastically after World War I. Now in the middle of a banjo boom, the Gibson Mandolin-Guitar company was in severe financial trouble and could have easily died when the original agreement ended. But with a new incorporation agreement, a new name - Gibson, Inc. - and new management (beginning in late 1923), Gibson played a furious game of catch-up in the banjo market and eventually regained its dominant position in the fretted instrument world.

The original 1902 agreement had started off with "Know all men by these presents" A hundred years later, all men, literally, all over the world, would know of the Gibson company.

Walter Carter is Gibson's historian.



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