The herald., 1919-05-01
CHARTERS.

t plueI tne agreements and stipulatons fol
ARTICLE 1.-The name and title of tb;.
corporation shall be, Mente & Co. Inc. anf
under ITS corporate name it shall have ant
ENJOY existence and succession for the tern
OF one hundred years from this date. and
an me rights, advantages and privileges
granted by law to corporations. Including
power to contract, sue and be sued in ;ts
corporate name; to make and use cornorate
seal, and the same to break and alter a,
pleasure; to hold, receive, purchase convey
mortgage, hypothecate and pledge nronerty
real and personal; TO issue bonds. notes and
other obligations; to have and employ man.
ayers, directors, officers, agents and other
employees, as the interests and convenience
OF the corporation may require; and to make
ana esta0llsh such committees and to create
such bylaws, rules and regulations for the
corporate management and for control of the
attairs OF said corporation as NAV be deem
ed necessary and expedient.
ARTICLE 1.-THE domicile of the corpora.
tion shall be the City of New Orleans. State
OF LOUISIANA. Citation and other legal pro-
cess shall be served on the President. or in
his absence, or inability to act from anv
cause whatsoever, upon Vice President or
the Secretary Treasurer
ARilCLE lll:-The objects and purposes
OF this corporation are to engage in trade
and commerce in all its forms shaDes and
phases, to import and export: to deal and
operate at wholesale and retail. as princinal
agent, on commission or otherwise in hur.
laps twines, bagging, patches, ties and cot
ron or other textile fabrics. in general rner-
chandise, and in all vegetable fibres. and
all kinds of metals; TO spin. weave. and
manufacture and sell the same and the fin
ished products thereof; TO own. operate and
conduct mills, machinery, rools and appli-
ances Tor the uses and purposes of the busi-
ness. and the same to change, alter. subst;.
tute, sell and hypothecate at will. and. in
orlef, TO produce, acquire, handle, trade in
and sell all goods, wares, and merchandise of
every description; to acquire the good will or
business OF the commercial firm of Mente
Co., and OF other persons or corporations ;
to have, hold, acquire, possess, sell. let
alternate or transfer trade marks and patents
and patent rights, privileges and inventions
to hold stock in other corporations. and
bonds OF the same and of the State of Iouis.
lana and the United States, and generally
to do and perform all things needful, neces
sary. proper or useful for the accomplish
ment of the purposes OF the corporation. the
whole IN the State OF Louisiana, the States.
territories and Possessions Of the United
States. and IN foreign states and territories
with the right to have offices and places of
business and agents and representatives in
any and all of the same.
ARTICLE IN.-The capital stock of this
corporation shall be One Million. Two
Hundred and Fifty Thousand Dollars ISL.
?9oU0oo) divided into twelve thousand five
hundred shares of the par value Of One Hun
dred Dollars each, whereof one million dol
lars shall be issued for cash, property, and
other things or rights OF value, and two
hundred and fifty thousand dollars for the
good will of the commercial firm OF Mente
x Co.. which is hereby valued and ap-
praised at more than said sum but never
theless said S25OOOO of Capital Stock shall
be issued therefor. The capital stock may
De increased TO Two Million Dollars. The
capital stock of this corporation is issued.
received and held under the irrevocable
agreement and contract entered into for mu-
tual protection and advantage and as con-
ditlon OF this charter, that
Q( No stock shall be sold or transferred
until an opportunity is first afforded all
other stockholders of record TO purchase said
shares of stock at book value plus ten per
cent, as shown by the inventory preceding
such notice; written notice shall be given
by the owner to the Board of Directors for
the use and benefit of such other stockhold-
ers; it shall be transmitted without delay
by the Board to them and must be accepted
within thirty days from receipt OF the
Boards notice, and paid for in cash within
ninety days from such notice. The stock
shares in proportion to their holdings and
any shares not taken in proportion NAV be
taken by the other shareholders. Failure
Of the stockholders to buy, shall by the mere
expiration of the time limit release the
stockholders from the effect of this provis-
ion.
(2) Whenever any stakeholder whose hold
ings together with those of his surviving wife
or children, if any, shall aggregate twenty
per cent or more OF the capital stock of this
corporation shall die, his successors, heirs
or legal representatives will have the right
to tender the whole of the stock of this cor
poratiOn owned by said decedent and his
wife or children, if any, to be
purchased by the surviving stockholders at
the price set out in the first paragraph
hall he I,,4Hy ,f +bA 81
Of Directors to submit the said offer to the
and if within the time here
nabove prescribed, the offer shall not be
accepted and the stock purchased, then the
said successors, heirs or legal representatives
shall have the right to demand the dissOlu
ton and liquidation of the corporation and
in default to apply to any court OF compe-
tent jurisdiction for dissolution of this cor
poration and the liquidation of the same,
any law to the contrary Notwithstanding,
in answer to said proceedings to
dissolve and liquidate in the manner pre-
'cribed by the law of Louisiana.
90 No stock shall be held in this corpora
ion by employees, who not officers, ex-
,ept such as has been subscribed for in this
,harter or which may be transferred with
he consent of the Board of Directors to such
employee at the time of or during employ
nent. Whenever such employment ceases
through death, resignation, dismissal or
otherwise, the Board of Directors shall call
he stock of that person for transfer TO the
,ther stockholders as provided in this Char
er, but the price to be paid shall be book
,alue as per inventory last preceding such
all, without the additional ten per cent
Iforesaid; the said price shall be paid in
ash within sixty days from such call. No
took held or controlled by such employees
hall participate in any new stock hereafter
and issued or in any stock pres
ntly to be issued when sold under the pre-
eding provisions, unless with the consent
f the Board of Directors expressed by reso-
utions entered on the minutes. For the
of this Article, the inventory and
looks shall be closed as of June 30 and De-
ember 81 in each year from and after De
ember 81, 1919 The substance of the fore
.oing provisions shall be stated briefly and
uccinctly in or on the face of each certifi |
ate of stock and this shall be conclusive
violence and notice to all persons dealing
herewith. The Board of Directors is here
" constituted the agent of the stockholders
or the purpose of enforcing and carrying
ut the foregoing provisions.
ARTICLE V.-The power and right to de-
lare dividends is vested exclusively in the
Soard of Directors who are specially, au.
horized to retain profits and earnings until
reserve of Two Hundred and Fifty Thou
and Dollars shall be accumulated by set.
ing aside not less than Fifty Thousand
Dollars annually out of the earnings and
ike sum each succeeding year until the
Whole amount is accumulated and this re-
erve shall be made good out of the earnings
S often as it shall be impinged upon. No
dividend shall be declared in any year with |
ut first providing for the reserve and the
establishing of the same as hereinabove
rovided After putting to the credit OF re-
erve each year, the amount hereinabove /