The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-25
CHARTER.
OF CARMEL co.. INC.

oi the month o. tL.,,Jred and nineteen before
th0usana iii Dart, Jr, notary puOlic' 4uty
ne, H0l"y,ed and sworn IN anu Io4 nei.a.,s |
comm 0rIeans and City OF Ne" ,I ~
isn y. residing, persohnally 80 are here
peared ules.;bed who declared that, avalliIs
unto SUBS ~ the provisions OF me laws %
themseNe- reIative to the orgahl%d'5o" "a
the oI4S,s they have conVehdn.eu anJ
corpoa md do by these presents 1seI~es
agree a. such other persons WI. ,r;tI
as wen ;o;n or become associated VIZ
hereafter Generation and body polIiC IN
them lnt o.: objects and purposes, ana uHaei
law ior ~. and stipulationS loilo"t"s'
10 wit: .;.r. Of .his |
ARllcLN sbaII be "Cafmel Co, Inc allq
COZ re corporate name II sHatt .ha term
under ils ..nre and succession tor the 5eI,i
enjoy eHlsS-aJ years from this date, and an
Of one ~. advantages and privileges gldnt
the rign's, - corpOrations, including power
ed by ia sue and be sued IN ITS oorl,oI a'S
TO COM make and use corporate seaI - ~
name, ."e TO break and alter at PleaS Lt,,',oo
the SAM ceive. purchase, convey nhol MOI gag
hold ..s and pledge property; rgaI anu
hypotheI - issue bonds, notes ana otIe'
persona, 70 have and employ HldHasois'
oolgss.S officers, agents and o.heF e'.pioy 49,
drreG'o' -, te-ests and cOnvenlenceS OF nc
I,
porauoh ~ committees and to create suCh
tablish L. and regulations Tor the cor
bylaws, SaI,errert and for control OF me
pGaie ma he said corporation as may ue
ahaIsd necessary and eXDedient'
nrrctF 1.-THE domicile OF the corpora
AKIN r. the CITY OF New Orleans, State
non sue Citation and other legaL 80
Of L " hs served on the President OF III .is
s Space or inability to act IiG,. the
vhatsOever, upon
Secretary treasure g
ARl1ILE Is TO acquire the patent
this COZ he compound addition Tor cohee,
rights W ..Csfrel" 10 acquire the business
known ,,,f,cturing and selling the SANG an: any
oil H aIiv 10 manufacture ana sen pun 49,
gehggaS, Of all kinds; to deal ana opeIt'
sh1Iesale and retail, as thS nanufaetur.
"Ion;ssion or otherwise, IN inc Nid 10
comm ,ass and all materials used IN same;
ing DusiLs lite and conduct buildings, mllis,
10 OWL s.,y tools and appliances Tor the USE
IhaSn,n '-noses of the business ana the sdlle
o. change, alter, substitute, H4 40 md
tnecAe eli things needful, necessary, proper
perform fr the accomplishmer OF the puf-
OF u' ~ the corporation. The wh9!e IN "a.
Poee ~ Louisiana, the States, lefiltoiies
oIG qua Possession of the United states, anu 80
ana states and territories, with the rlehi
foreign sta 4tcss and places of business and
to have ONE IN any or all of the same.
Ieps of the objects and purposes OF TINS
a ensns NAV be made by the vote OF an
..TTlaps,ockholders at meeting called lof lla'
purpose. T., ..o,,, of this
,ornoration shall be SIX Thousand Goita. ,5
SSeno00 divided into two hunafeu anu
Wy S54n shares of the par value OF twenty
i E S Ala 1s2sOO) each; which said STOCK S
NV ssu he paid for in cash or property Inc
sci stock NAV be increased 10 twenly
,hppr,ssud dollars (s2o,OoOOO by vote OF t"or
,b;rds OF all of its stock at meeting VI
,bs stockholders called Tor that purpose
IN M stock shall be sold or transferred
.,n,;I an opportunity is first afforded an ot ler
stoctbolders of record to purchase said snare
% s,nrL AZ hook value as shown by the IN
OF So ,-scsding such notice; written notice
Hi he given by the owner TO the board OF
H:ln..ors for the use and beneht OF sucn
n,bsr stockholders; it shall be transnllteu
S,;thout delay by the Board to them ana mus,
he accepted within thirty days from fecelk
~ the Boards notice and paid Tor IN caSn
.;th;n ninety DAYS from such notice. Inc
~.onthoIders shall have the right TO buy SAID
sh.res in proportion to their holdings and
anv shares not taken IN proportion may
,aIsn nv the other share holders. Failure o.
the Stockholders to buy shall by the inei
rectors to submit the said OTTER TO the sloeA
hill
f2} Whenever any stakeholder whose hold
;ngs together with those OF his surviving
wife or children, II any, snall aegi esat f
twenty per cent or more of the capital stocf
nj This corporation shall die, his successors
heirs or legal representatives viii have th'
light 70 tender the whole of the stock o
this corporation owned by said decendent anC
his surviving wife or children, II any, 10 d
purchased by the surviving stockholders
The price set out in the first paragraph here
of II shall be the duty of the Board OF ID
rec,ors TO sumbit the said offer to the STOCK
holders, and if within the time hereinaooV
prescribed the offer shall not be accepte'
and the stock purchased, then the SAID sue
cessors. heirs or legal representatives shall hav
N, right to demand the dissolution an
liquidation of the corporation and in detaul
to apply to any court of competent Jur1sdlc
ton for dissolution Of this corporation an
the liquidation of the same, any law to tn
contrary Notwithstanding, saving always
however. the right to the said corporation i
answer TO said proceedings, to dissolve an
lquidate in the manner prescribed by lay
Of louisiana.
% No stock shall be held in this col
poraiion by employees, who are not officer!
except such as has been subscribed for l
this charter or which may be transferre
with the consent of the Board of Director
to such employee at the time of or durin
employment Whenever such employment
ceases through death, resignation, dismiss;
or otherwise the Board of Directors sha
cal the stock of that person for transfer
the other stockholders as provided in tn
charter, but the price to be paid shall B
book value as per inventory last .proeedin
such CALI the said price shall be paid in cas-
within sixty days from such call No stoc
held or controlled by such employees sha
participate in any new stock hereafter al
thorized and issued or in any stock hereaft'
TO be issued when sold under the precedir
provisions, unless with the consent OF tf
Board OF Directors expressed by resolution
entered on the minutes. For the purposes
this Article, the inventory and books shall
closed as OF June 20 and December 81,
each year, from and after December 81, lol
The substance of the foregoing provision
shall be stated briefly and suocinctly in
on the face Of each certificate of stock ar
shall be conclusive evidence and notice to a
persons dealing Herewith. The Board of u
feceors is hereby constituted the agent of Il
stockholders for the purpose of enforcing ar
carrying out the foregoing provisions.
ARTICLE V.-All the corporate powe
vested by law or this charter in corporation
ssaii be exercised by the Board of Directo
VI mis corporation. including the right
manage control and direct the affairs of Z
Sa%praaon, the corporate policy and to 81
e corporation or merge the same into a
"ner corporation, and to take in payment
any such sale or merger, cash. bonds, not
SOCK Of the purchasing or merging &C
nIaaon, or of a new corporation, created
70. .a purpose, without the necessity of referri
holders
me Board Of Directors of this corporate
s shs, oe composed of three stockholders. W
saah DC elected. annually, on the first Tu,
py Of November of each year. The fiji
poafd OF Directors of this corporation sh
composed of Nathaniel c. Emtage, Ben
W. Dart and John Dart, who shall nc
once until the next annual meeting, on