The herald., 1919-12-11
CHARTER.
rip OF CARMEL CO., INC.

Gates az America, Parish of Or
UniteGG; Of New Orleans, State OF Louis
leans II known, that on TINS Zoth Gay
lana: month of November, IN the year one
Of me nine hundred and nineteen before
thous44I p Dart, Jr., notary puDlc, quIy
ne, Henry a srd sworn in and for the Par
comm SIo,rs and City OF New Orleans
ish % Tesiding, personally came ana dP
theieI the persons whose names are n iS:
peared ttIIcc-,fed who declared that, awaiting
unto suose g the provsion of the laws OF
themselE relative to the organization Of
the o.;o,s they have convenanted ana
eorpood and do by these presents eoyenant ana
agreeu'b hind. form and constitute themselves,
agree T' ss such other persons who may
as well nv become associated with
heTeai!e. corporation and body polite IN
them ih' t,e objects and purposes, and under
law loiannents and stpulauons following
10 wit;
,pTTCLE 1.-The name and ute OF TINS
hhi,;o, shall be "Catmel 90, Inc, ana
corPoI ;,s corporate name II shall nave and
under Hs .s,re and succession for the term
ENJOY L,1dred wears from this date, and all
Of one H. advantages and privileges grant
the LIsi.w TO corporations, including power
60 ~ sue and be sued IN us colPoratg
TO con 80 make and use corporate seal ana
name, n break and alter at pleasur; 10
the San .;ye purchase, convey, mortgage,
holu' Lcs,e and pledge property; real ana
hyposI. 10 issue bonds, notes and othef
have ana CNlplOS manage -
ooiigas officers, agents and other employees
dlfeG'o'; ,te-ests and conveniences OF the cor
as ~. ; NAV require; and TO make and eS-
PofSSuLS" snch committees and to create such
taOi .rs rules and regulations Tor inc cor
by-4" arrangement and for control OF the
pof41e 20 the said corporation as may De
snn,sd necessary and expedient
rrcrF 1.-THE domicle of the corpora
AK III he the City of New Orleans, State
tlon s sue Citation and other legal process
Of III he served on the President, or IN ms
s l.,c. or inability 10 act from any cause
E".soever. upon a Nice-pTesidenC OF the
Secretary treasurer
.prIcTF III-The object and purpose OF
h;s corporation is 10 acquire tne p@ @tta1
tAis - The compound addition for coffee,
nsn's ~ "Cafmel," to acquire the business
Know ,f,cturing and selling the same, and
oi.raIIy 10 manufacture and sell pure loou
seni.,g of all kinds; to deal ana operal at
holesale and retail, as PllhSipai, 49,, "a
N.Oission or otherwise, IN the mauulactul
BUSINESS and all materials used IN same I;
ing oberate and conduct buildings mlls,
aos;nery tools and appliances tor the uses
ma nurnoses of the business ana the sdlile
anu p NE alter, substitute, sell and hyPo,
az will; and generally to DO and
uesa ali things needful, necessary, proper
nseful for the accomplishment OF 'he pul
u ~ oi the corporation. The whole IN the
State OF Louisiana, the STATES .J 80
anu s.u states and territories, with the rlght
hsns offices and places OF business ana
s,reseutatives in any or an OF INC SAM.
srh,nge of the objects and purposes OF tliS
ena NAV be made by the vote OF all
~. stockholders at meeting called Tor that
purpose.
,pTICIE IV.-The capital stock OF this
-.,;on shall be six thousand dollars
sronr divided into two hundred and
w. I24O shares of the par value OF twenty
1--WE dollars (S250O) each; winch salu st aS,A
sbaI be paid for in cash or properly ine
"a;,,i stock may be increased to twenty
.SPnsard dollars ($20O00.00) by vote OF two
.n:.Js =, ali OF its stock at meeting OF
~. stockholders called for that purpose.
"a M stock shall be sold or transferred
Iii an opportunity is first afforded all other
stoekholders of record to purchase sald snaies
az stock at book value as SHOWN Dy ING IN
ventory preceding such notice; Wrltlen notiet IS
Xii he given by 'the owner to the Board OF
n,,ors for the use and benett OF sucn
,hsr stockholders; it shall be transmitted
,hort delay by the Board TO them and must
he accented within thirty days from recelP'
al the Boards notice and paid LOT III G TS
.thin ninety days from such notice Inc
s.nrkholders shall have the right 10 BUY SAID
shares in proportion to their holdings and
anv shares not taken IN proportion may
,,ten by the other share holders. Failure oil
Ia stockholders to buy shall by the mere
holders from the effect of this provision.
t2 Whenever any stockholder whose hold
;ngs together with those OF his surviving
vie or children, if any, shall aggregate
twenty per cent or more OF the capital stock
of this corporation, shall die, ms successors
heirs or legal representatives VIII nave tne
night to tender the whole OF the stoch VI
his surviving wife children, II any, TO Dc
purchased by the surviving stockholders al
the price set out in the hrst paragraph mere
Of II shall be the duty of the Board OF Dl-
rectors TO sumbt the said offer to the stock
holders, and if within the time hereinaoove
nrrscribed the offer shall not be accepted
and the stock purchased, then the SAID sue
cessors heirs or legal representatives snail nave
the right to demand the dissolution ana
Iouidatiou of the corporation and in default
to apply to any court OF competent lurisdlc,
ton for dissolution of this corporation ano
ne 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 ano
Equidate in the manner prescribed by law
Of louisiana.
% No stock shall be held in this cor
poration by employees, who are not officers
except such as has been subscribed tor 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
ceases through death, resignation, dismissal
Or otherwise, the Board of Directors shall
call the stock of that person for transfer &c
the other stockholders as provided IN tins
charter but the price to be paid shall be
book value as per inventory last proceeding
such call; the said price shall be paid IN cast
within sixty days from such call. No stock
held or controlled by such employees shall
participate in any stock hereafter au
thorized and issued III any stock hereafter
to be issued when sold under the preceding
Provisions, unless with the consent OF the
Board Of Directors expressed by resolution:
entered on the minutes. For the purposes Of
THIS Article, the inventory and books shall bt
closed as OF June 80 and December 81, II
each year, from and after December 81, 1919
The substance of the foregoing provision:
shall be stated briefly and succinctly in o.
on the face Of each certificate of stock ane
shall be conclusive evidence and notice to al
persons dealing Herewith. The Board of Di
rectors is hereby constituted the agent of tn,
stockholders for the purpose of enforcing anc
carrying out the foregoing provisions.
ARTICLE VAN the corporate power
vested by law or this charter in corporation:
seai be exercised by the Board of Director
o. mrs corporation. including the right t
manage, control and direct the affairs of thu
cooperation, the corporate policy and to sci
m s corporation or merge the same into an
olner corporation, and to take in payment o
any such sale or merger, cash, bonds, note
STOCK OF the purchasing or merging cor
roiauon, or OF new corporation, created 10
tne purpose without the necessity of referring
s, or any of said acts to the stock
me Board of Directors of this corporation
NAL DC composed of three stockholders, VIII
An oe elected annually, on the first Tues