The herald. [volume] (New Orleans, La.) 1905-1953, 1919-05-22

EMILE J. LEONARD, by. r.
A true copy from the original act.
ROBERT LEGIER.
Apr. Il to May %. Notary Public.
CHARTER OF MENTE CO., INC.
United States of America, State of Louis
lana, City of New Orleans. Be it known,
that this thirty-first day OF the month
of March, in the year Of our Lord, one thou
sand nine hundred and nineteen, and OF the
Independence of United States of America
the one hundred and forty third; before me,
Henry. p. Dart, Jr., 4 Notary Public, duly
commissioned and qualified, in and for this
City and the Parish of Orleans, therein re
siding, and in the presence of the witnesses
hereinafter and undersigned, personally came
and appeared, the persons whose names are
hereunto subscribed, who declared that
avaling themselves Of the provisions of the
laws OF this State, relative TO the organiza.
ton of corporations, they have covenanted
and agreed, and do, by these presents, cove
nant and agree, bind, form and constitute
themselves, as well such other persons
wkG may hereafter join or become associated
with them into a corporation and body poll
tic in law for the objects and purposes, and
under the agreements and stipulations fol
lowing, to-wit
ARTICLE 1.-The name and title of this
corporation shall be, Mente & Co., Inc, and
under its corporate name II shall have and
enjoy existence and succession for the term
all the rights, advantages and privileges
granted by law to corporations, including
power to contract, sue and be sued IN Its
corporate name; to make and use corporate
seal, and the same 10 break and alter at
pleasure; to hold, receive, purchase, convey,
mortgage, hypothecate and pledge property,
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 conveniences
tfa ttnn mn
and establish such committees and to create
such bylaws, rules and regulations for the
corporate management and for control of the
affairs of said corporation as may be DEEM
ed necessary and expedient.
ARTICLE 1.-THE dornicile of the corpora
ton 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 any
cause whatsoever, upon Nice-President or
the Secretary Treasurer.
ARTICLE III.-The objects and purposes
of this corporation to engage in trade
and commerce in all its forms, shapes and
phases to import and export; to deal and
operate at wholesale and retail, as principal
agent, on commission or otherwise, IN bur-
laps, twines, bagging, patches, ties and cot
ton or other textile fabrics, in general mer-
chandise, and in all vegetable fIbres, and
all kinds of metals; to spin, weave, and
manufacture and sell the same and the fin
conduct, mills, machinery, tools and appli-
ances for the uses and purposes of the bust
ness, and the same to change, alter, substi-
tute, sell and hypothecate at will, and, IN
brief, 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,
ALLEVIATE or transfer trade marks and patents
-.ot,ke rft-,la and t1va
10 hold stock in other corporations, and
bonds of the same and of the State of Louis
lana and the United States, and generally
TO do and perform all things needtul, neces
sary, proper or useful tor 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 IV.-The capital stock of this
corporation shall be One Million, Two
Hundred and Fifty Thousand Dollars ISL,
250,0O0.00 divided into twelve thousand tive
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
& Co., which is hereby valued and. ap
d
theless said S250,OOO of Capital Stock shall
be issued therefor. The capital stock may
be 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-
dition of this charter, that
% No stock shall be sold or transferred
until an opportunity is first afforded all
other stockholders of record to purchase said
+ Z - rNl.N Tan mar
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 fer in cash within
ninety days from such notice. The stock.
holders shall have the right to buy said
shares in proportion to their holdings and
any shares not taken in proportion may 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.
(O 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 night
TO tender the WnOie OF inc slOCk VI tAAls W.
porstion owned by said decedent and his
surviving wife or children, If any, to be
purchased by the surviving stockholders at
the price set out in the first paragraph
hereof 1t shall be the duty of the Board
of Directors to submit the said offer to the
stockholders, and if within the time here.
inabove 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 conpe'
tent jurisdiction for dissolution of. this cor
poration 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 liquidate in the manner pre-
scribed by the law of Louisiana.
% No stock shall be held in this corpora
ton by employees, who not officers, ex-
cept such as has been subscribed for in this
charter or which may be transferred with
the consent Of the Board of Directors to such
employee at the time of or during employ
ment Whenever such employment ceases
through death, resignation, dismissal or
otherwise, the Board of Directors shall call
the stock Of that person for transfer TO the
other stockholders as provided in this Char
ter but the price to be paid shall be book
value as per inventory last preceding such
call, without the additional ten per cent
aforesaid; the said price shall be paid in
cash within sixty days from such call. No
stock held or controlled by such employees
shall participate in any new stock hereafter
authorized and issued or in any stock pres