The herald. [volume] (New Orleans, La.) 1905-1953, 1919-04-24
CHAR TIERS.

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 corporations
to have, hold acquire, possess, sell, let,
ALLEVIATE 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 Louis
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 IV.-The capital stock Of this
corporation shall be One Million, Two
Hundred and Fifty Thousand Dollars ST.
25O,0OOO) divided into twelve thousand five
hundred shares OF the par value Of One Hun
dred Dollars each. whereof 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-
praised at more than said sum but never
thelesS said S25O,OU0 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 a 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
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 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
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 10 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
ngs together with those of his surviving wife
or children, if any, shall aggregate twenty
per cent 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
surviving wife or children, if any. to be
purchased by the surviving stockholders at
the price set out in the first paragraph
OF Directors to submit the said offer to the
stockholders and if within the time here
iuabove 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 diSS0lu-
ton and liquidation of the corporation and
in default to apply to any court of Compe-
tent jurisdiction for dissolution OF this cor
poraton and the liquidation Of the same
any law TO the contrary Notwithstanding
al rtuht n 10 \ Il
corporation in answer to said proceedings to
dissolve and liqudate in the manner pre-
scribed by the law of Louisiana.
90 No stock shall be held in this corpora
ton by employees, who not officers, eN-
cept such 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 10 the
other stockholders as provided in this Char
ter, but the price to he paid shall be book
value 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
emily TO be issued when sold under the pre-
cedng provisions, unless with the consent
of the Board of Directors expressed by reso-
lutions entered on the minutes. For the
purposes of this Article. the inventory and
books shall be closed as Of June 80 and De-
ceniber 81, in each year from and after De
cember 81 1919 The substance Of the fore
going provisions shall be stated briefly and
succinctly in or on the face of each certfi-
cate OF stock and this shall be conclusive
evidence and notice to all persons dealing
Herewith. The Board of Directors is here
by constituted the agent of the stockholders
for the purpose of enforcing and carrying
out the foregoing provisions.
.RTIGLE N.-The power and right to de-
clare dividends is vested exclusively in the
Board OF Directors who are specially au-
thorized TO retain profits and earnings until
a reserve Of Two Hundred and Fifty Thou
sand Dollars shall be accumulated by set
ting aside not less than Fifty Thousand
Dollars annually out of the earnings and a
like sum each succeeding year until the
whole amount is accumulated and this re-
serve shall be made good out of the earnings
as often as it shall be impnged upon. No
dividend shall be declared in any year with
out first providing for the reserve and the
re-establshing of the same as hereinabove
provided. After putting to the credit of re-
serve each year, the amount hereinabove
provided, the remainder OF the earnings OF
the corporation may be held by the Board
of Directors as part of the corporate funds
until in its judgment the financial needs and
necessities Of the corporation for the emery
ency of the times longer require the
same.
ARTICLE VI.-All the corporate powers
vested by law or this Charter in corpora
tons shall be exercised by the Board of
Directors Of this Corporation. including the
right to manage, control and direct the af
fairs of the corporation the corporate policy
and to sell the corporation merge the
same into another corporation, and to take
in payment of any such sale or merger cash.
bonds, notes or stock of the purchasing or
merging corporation, or of a new corporation,
created for the purpose, without the neces-
sity of referring either or any of said acts
to the stockholders.
The Board of Directors of this corporation
shall be composed Of six stockholders, who
shall be elected Immediately after the sign
ing of this charter. and without further for
and until their successors are elected and
qualified. On the last Tuesday of January.
1920, and annually thereafter, an election
shall be held by the stockholders for a Board
of Directors Such election shall be pre-
ceded by fifteen days written notice to the
stockholders, delivered in person sent by
mail to the address given in the current
city directory, unless the address of such
stakeholder shall have been registered with
the Secretary and in default of either, care
of general delivery. New Orleans, La. The
election shall be held at the office of the
corporation at such hour as may be fixed by
the supervision of two commissioners APP
pointed by the same. At such election each
stakeholder shall be entitled to one vote for
each share of the capital stock held by him,
and the persons receiving the highest num-
Der of votes cast at said eelction shall be