The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-04
CHARTER.
cuIpTER OF CARMEL CO., INC.


,.;..d States of America, Parish of Or
civ Of New Orleans, State of Louis
leans Re il known, that on this 18th day
iana month of November, in the year one
Of u ND nine hundred and nineteen before
tno"E enry P. Dart, Jr., a notary public duly
me, Iiesioned and sworn in and for the Par.
COMM Orleans and City of New Orleans,
ish residing, personally came and ap-
fhe'.I ,br persons whose names are mere
pearl s,,bscribed, who declared that, availing
..snmselves of the provisions OIL tne Jaws OF
fneS ,.tr. relative to the organization OF
inc r;ors they have convenanted and
corps and do by these presents covenant and
agI hind form and constitute themselves,
age Iii as such other persons who may
sst,s, Join or become associated with
hele":,o a corporation and body polite in
ne" cor the objects and purposes, and under
law ~. .a,eements and stipulations following,
to wit; .:., e ~.
hhIa,;nn shall be "Cafmel Co., Inc" and
COZ lie corporate name it shall have and
unoei S;stence and succession for the term
envy hundred years from this date, and all
o. vi ,;sbts. advantages and privileges grant
u nv law TO corporations, including power
ca .oy,tract sue and be sued IN its corporate
~ N make and use corporate seal and
nsn. .,me 10 break and alter at pleasur; TO
, ,ria receive, purchase, convey, mortgage,
nh o,u and pledge property; real and
nypso1aI. to issue bonds, notes and other
pE;gations; TO have and employ managers,
9aas,ors. officers agents and other employees
on - Interests and conveniences of the cor
..;on may require; and to make and es-
rhi;sb such committees and to create such
tni,ws rules and regulations for the cor
~. management and for control of the
pas;rs of the said corporation as may be
S.smed necessary and expedient.
,pr1CIE 1.-THE domicile of the corpora
-. shall be the City of New Orleans, State
'aIou;siana. Citation and other legal process
iii he served on the President, or in his
sssrnce or inability to act from any cause
xs,socver, upon Vice-president or the
Secretary treasurer
ARTICLE III-The object and purpose of
ibis corporation IS 10 aeH acquire. 'ae pa t4aa
s.r as "Cafmel," to acquire the business
= ranufacturing and selling the same, and
..,rrally to manufacture and sell pure food
ss,od,,cts of all kinds; to deal and operat at
pholrsale and retail, as principal, agent, on
.ommission or otherwise, IN the mauutactur-
- business and all materials used IN same;
,aown operate and conduct buildings, mills,
naehinery tools and appliances for the uses
~ purposes of the business and the same
.. banee alter, substitute, sell and hypo-
sS.c.te at will; and generally to do and
n.rform all things needful, necessary, proper
~ useful for the accompli shment OF the pur-
ooses of the corporation. The whole in the
State of Louisiana, the states, Territories
aodP
fareign states and territories, with the right
~ nav. offices and places of business and
conservatives in any or all OF the same.
A change of the objects and purposes OF this
oorporation may be made by the vote OF all
N. stockholders at a meeting called for that
purpose.
ARTICLE IV.-The capital stock of this
oornoration shall be six thousand dollars
1SnMm divided into two hundred and
tor,y I24O) shares of the par value of twenty
Ave dollars (S25.00 each; which said stock
shall be paid for in cash or property. The
c,otal stock may be increased to twenty
thousand dollars (S0,O0000) by vote of two
thirds oil all of its stock at meeting OF
the stockholders called for that purpose.
% 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 as shown by the in
yentory preceding such notice; written notice
shall be given by the owner 10 the Board OF
Directors for the use and beneht OF such
other stockholders; 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
stockholders shall have the right to buy said
shares in proportion to their holdings and
any shares not taken in proportion may b.
taken by the other share holders. Failure OF
the stockholders to buy shall by the mere
rec,ors to submit the said offer to the stock
holders from the effect of this provision.
"a 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
heirs or legal representatives will have the
riqht to tender the whole of the stock OF
dis corporation owned by said decendent and
his surviving wife or children, if any, to be
purchased by the surviving stockholders at
the price set out in the first paragraph here
Of. 1t shall be the duty of the Board of Di-
rectors to sumbit the said offer to the stock
holders, and if within the time hereinabove
prescribed, the offer shall not be accepted
and the stock purchased then the said sue
eessors heirs or legal representatives shall have
the night to demand the dissolution and
liquidation of the corporation and in default
to apply to any court of competent Jurisdic-
ton for dissolution of this corporation and
the liquidation of the same, any law to the
contrary Notwithstanding, saving always.
however, the right to the said corporation in
answer to said proceedings, to dissolve and
liqudate in the manner prescribed by law
Of louisiana
~ No stock shall be held in this cor
pofation by employees, who are not officers,
except such as has been subscribed for in
this charter or which may be transferred
with the consent of the Board of Directors
10 such employee at the time of or during
employment Whenever such employment
ceases through death. resignation, dismissal
o. otherwise, the Board of Directors shall
cal the stock OF that person for transfer to
ne other stockholders as provided in this
chafter, but the price to be paid shall be
oook value as per inventory last preceding
such call; the said price shall be paid in cash
within sixty days from such call. No stock
neid or controlled by such employees shall
pfucipate IN any new stock hereafter au-
norized and issued or in any stock hereafter
70 Dc issued when sold under the preceding
govisions, unless with the consent of the
board Of Directors expressed by resolutions
entered on the minutes. For the purposes of
mis Article. the inventory and books shall be
eiosed a. Of june 30 and December 81, in
ssca year, from and after December 81, 1919.
me substance of the foregoing provisions
saaii be stated briefly and succinctly in or
On The face of each certificate of stock and
snail oe conclusive evidence and notice to all
versions dealing Herewith. The Board of Di-
Iee'ers y hereby constituted the agent of the
Moeknoders for the purpose of enforcing and
eariyins out the foregoing provisions.
ARTICLE V.-Al the corporate powers
wys,ed BY law or this charter in corporations
~ ssaa pc exercised by the Board of Directors
WIS corporation, including the right to
ese, control and direct the affairs of the
~ahon, the corporate policy and to sell
eoiporation or merge the same into an
ae' cooperation, and to take in payment Of
.. susn sale or merger, cash, bonds, notes
,..sA ot tne purchasing or merging cor.
= on, OF OF new corporation, created for
e;,. 'ose, without the necessity of referring
hlders. u acts u Tue SUCK
dali BOARD of Directors of this corporation