The herald. [volume] (New Orleans, La.) 1905-1953, 1919-05-08
CHARTER.
CHARTER OF MENTE & CO., INC.

Jj.nry p Dan. IT,. Notary PulIc. duly
commissioned and qualified, IN and for tins
City and the Parish OF Orleans. therein re
siding. and .r the presence Of the witnesses
hereinafter and undersigned, personally came
and Appeared the persons whose names H'r
hcrClr., subscribed who declared '+aI
awaiting themselves Of the provisions OF '"e
laws Of th.s Stale. relative TO the organic.
ton %. rY-po-a.i1as, they have cpveudntcn
and agreed and d. by these presents, cove
mt and agree bind, form and constitute
themselves, as well as such other person,
who nav hereafter join or become associate"
with .aer info a corporation ana o'nt fo.'
Il. in .aH for :ae objects and purposes ana
under tre agreements and st'pulat'2nS FOL
AR1irLE The name and t.,lc OF this
CORONATION -.a.. be, MeuJc u Co, lnc'' ai!G
ugic- it, corporate name il shall have ana
-, ,., .,,-ca and succession fox the term
.- one ag.IsL wears from TINS dare, anu
oil the rights advantages md pTiNAescS
granted ay ,aw to coTp2Tat'oAs' i"1.-d' ~ Z
mower 10 contract, sue ana DC suC4 !" -
Iorporate name: 20 make and use C'tpo'1'e
seal, and the same - break anu arc. o.
Measure; % hold, receive, PJTcId'e' ''-''Iy'
'tgrtgagp hyp.taecate and pledge pi"fe'.' :
real and personal; 20 issue bonds u''S9 ''l'
other obligations; - have ara employ ~,
aya-. directors. officers, agents ana o'''e'
e,prIovcss as the interests and conHemch.c'
nj r1e corporation may require; ana % mar
and establish su.h committees ana 10 C.S@l0
-, bv.rsa- rules and regulations tor tAt
r,ruo-sfe management and Tor control Of inc
affair, Of sad corporation as may oe uee'''-
ed necessary and eNpcdlent
ARTICLE The dJmJclle OF the corpora
,ion shall be the City Of New orleans H.ale
nj Louisiana. Citation and othe! leSaI pro.
cess shall be served on the President OF ~
his absence, or inability TO- ac, ITO" any
,a,tse whatsoever. upon a NIcc-PresideAL OF
tbe Secrctary-I Treasurer.
ARTICLE III-Ihe objects and purposes
Of this corporation are to engage IN 80
and commerce in all its forms, shapes an1
nbases 10 import and export; 10 deal ana
oDerate at wholesale and RETAIL as p'."clp4l'
agent on commission or Otherwise IN W"
laps twircs. bagEiug, patches, tea anu GU
ron or other textile fabrics, in general me',
cLa,disc and in all vegetable fibres, and
ali kinds Of metals; to spin, weave anu
manufacture and sell the same and the I'm,
ished products thereof; to own. operate anu
conduct mills, machinery, tooIs ana 6PP't
ances for the uses and purposes OF the 6usi
ness. and the same 10 change, alter' sIoSsi
tute sell and hypOthecate at wiII, anu =.
brief. TO produce acquire, handle, trade IN
and sell all goods, wares, and InerchahdiSE Vi
every description; to acquire the gooi w, NJ, %
business Of the commercial firm OF Mehlo
q Co and Of other persons or corppratlons'
TO have, hold, acquire, possess, se4I' tta'
ALLEVIATE or transfer trade marks ana pdtS"''
and patent rights, privileges ana inventions,
"a hold stock in other corporations, anu
ho,ds 81 the same and Of the State OF LOUIS
lana and the United States, and genefaHy
10 do and perform all things neediuL' heces
sary. proper or useful Tor the acCohPiSlh
ment OF the purposes OF the corpota''CL' INC
whole in the State Of louisiana, the States,
Territories and Possessions OF the hlteu
States. and in foreign states and territories:
with the right to have offices ana places oI
business and agents and representatives III
any and all OF the same.
al" IRTTCIE IV,-The capital stock of this
corporation shall be One Million Two
Hundred and Fifty Thousand Dollars ISL
25OODOOO) divided into twelve thousand tlVe
hundred shares of the par value OF one nun
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 tor the
good will OF the commercial trn OF Mente
& Co, which is hereby valued and ap
praised at more than said sum but never,
theless said S250OO Of Capital Stock shall
he issued therefor The capital stock may
be increased 20 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-
dtion of this charter, that
"a 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 tor
the use and benefit of such other stockhold-
ers: il 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 to buy, shall by the mere
expiration OF the time limit release the
stockholders from the effect of this provis
ion.
20 Whenever any stakeholder whose hold
ings together with those of his surviving wife
or children, if any, shall aggregate twenty
per cent more of the capital stock OF TINS
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
hereof 1t shall be the duty of the Board
of Directors 10 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 compe-
tent jurisdiction for dissolution of this cor.
pOratiOu ana tuc lltluludllOn Oh lut SdlHC'
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.
90 No stock shall be held in this corpora
ton by employees, who are 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 ockholders 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 Eelt or controlled by such employees
shall participate in any new stock hereafter
authorized and issued or in any stock pres
emily to he issued when sold under the pre-
Iceding TROY SONS. unless with the consent
II the Board Of Directors expressed by reso- |
lutions entered the minutes For the
purposes OF this Article. the inventory and
DOCKS snail he closed of June 30 and De |
cember 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 certif,.
cate OF stock and this shall be conclusive
evidence aud notice 70 all persons dealing
herewith. The Board Of Directors < Lcre
oy constituted the agent Of the Stac, holders
Tor the purpose OF enforcing and carving
ont the foregoing provisions
ARTICLE N.-TAc power and rit-+ o., J.
i.