The herald., 1920-01-01
CHARTER.
LETTER OF cAFMEL CO, INC.

Of the ~ n;ne hundred and nineteen before
tbOusI1sn'r P. Dart, Jr, notary pubic, 9uiy
nc, n;ss;oned and sworn IN ana Iol t ne,.s
con'ns Orleans and City OF New OrieAns'
ISL Of oIasiding. personally came and APP
therein ~ nersous whose names are mere
peaIeos ,bscribed, who declared that, 1valIlnf
nne of the provisions OF he laws %
themsSs, relative to the organization OF
the Stae, tbev have cOnvenanted and
eofpcIsH md do by these presents covenant and
sgeeo' form and constitute themselves
agree, ss such other persons who may
S.,,,fter join or become assS ISL, CO. IN
heres; Ito a corporation and body pohtie 10
them the objects and purposes, and under
Law iol ,.sments and stipulations following
% wit:
r,r1F The name and title of this
AM, sbaIl be "Cafmel Co., Inc, and
COL ne corporate name 1t sna!l nave ano
uno. existence and SUCCESSION ior the eIn
envy h,ndred wears from this date, and al
Of one NJ advantages and privileges grant
me ISi.y 10 corporations, including power
ed V d., sue and be sued in its corporate
-. "a make and use corporate scar a'!u
nam. s,-re 10 break and alter at pleasur; 10
!ne1 receive, purchase, convey, mortgage;
noo' Lacste and pledge property; real and
hyPouI. 10 issue bonds, notes and other
peissa,;nrs. 10 have and employ managers,
oohssas officers, agents and other employees
:. me interests and consequences OF tne eo
as ~. NAV require; and to make and es-
PoiHauS s,,cb committees and to create sucn
taDL 1iIes and regulations for the cor
H,s management and for control OF tne
Ps.;1. Of the said corporation as may De
1.srned necessary and expedient.
,prTcLE 1.-THE domicile of the corpora
%. shall be the City OF New orleans, state
uon sas Citation and other legal process
o. II he served on the President, or in has
s nA.,ce or inability to act from any cause
Ss,soever. upon a Vice-president or the
Secretary treasurer
.prCLE I!I.--The object and purpose OF
40 corporation is TO acquire the patelI'
;gbs TO the compound ADDITION LOT coHee,
-, as "Cafmel," TO acquire the business
..s,,facturing and selling the same, ana
o. -sIIy TO manufacture and sell pure food
s.oS,,cts OF all kinds; to deal and operat at
Psois.ale and retail, as principal, agent, on
n~,o;ssion or otherwise, IN the mauufactm'
eoni hs;ness and all materials used in same;
ne onerate and conduct buildings, mills,
..ebinery tools and appliances tor the uses
"a nurposes of the business and the same
- rbange alter, substitute, sell and hypo,
go AZ will; and generally to do ana
form all things needful, necessary, proper
rseful for the accomplishment .ot the pun
ooses Of the corporation. The whole IN tne
S,ste Of Louisiana, the States, Ierrltorles
and Possession OF the United states, ana ~
S,s;gn states and territories, with the rlgnt
- nave Offices and places OF business anu
Conservatives in any or all OF the SAM
change of the objects and purposes OF TINS
oo,noration may be made by the vote OF 81
The stockholders at meeting called LOT tnA'
purpose u
ARTICLE Iy.-The capital stock Of this
no,,,ion shall be six thousand dollars
$4,000 divided into two hundred aha
sarty (24O shares of the par value OF twenty
five dollars (S25OO) each; which said stosk
sh.u be paid for in cash or property. lac
c,n;,al stock may be increased to twenty
,Hmsaud dollars l$2O,OOO.OO) by vote OF two
.s;,ds al all of its stock at a meeting OF
The stockholders called for that purpose.
n, M stock shall be sold or transferred
NATL an opportunity is first afforded all other
Stockholders of record to purchase said shares
Of stock at book value as shown by the IN
yentory preceding such notice; written nonce
sail he given BY the owner to the Board OF
D;reetors for the use and beneht OF sucn
other stockholders; it shall be transmitted
x;thout delay by the Board to them and must
NJ ,ccepted within thirty days from receipt
Of the Boards notice and paid ior IN S "a !.
within ninety days from such notice. Inc
stockholders shall have the right to buy said
shares in proportion to their holdings and
any shares not taken in proportion may p
taken by the other share holders. Failure Of
the stockholders to buy shail py tne me,e
rectors TO submit the said offer to the stock
holders from the effect of this provision.
az Whenever any stockholder whose hold
ings together with those of his surviving
wife or children, il any, shall aggregate
twenty Ger cent or 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
ibis corporation owned by said decendent and
his surviving wife or children, if any, to DC
purchased by the surviving stockholders a.
II, price set out in the first paragraph here
Of II shall be the duty OF the Board OF u
rectors to sumbit the said offer to the stock
holders and if within the time hereinabovt
prescribed, the offer shall not be accepted
and the stock purchased, then the said sue
eessors heirs or legal representatives shall hav'
the right to demand the dissolution ant
liquidation Of the corporation and in default
70 apply 70 any court Of competent yurisdic
ton for dissolution of this corporation ant
the liquidation of the same, any law to tn
contrary Notwithstanding, saving always
however the right to the said corporation II
answer TO said proceedings, to dissolve ant
liquidatc in the manner prescribed by Law
Of louisiana.
% No stock shall be held in this cor
poraion by employees, who not officers
except such as has been subscribed for II
this charter which may be transferred
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, dismissa
or Otherwise, the Board of Directors shal
cal the stock of that person for transfer :
the other stockholders as provided in thu
book value as per inventory last procedin
such call; the said price shall be paid in cas-
within sixty days from such call. No stoc
held or controlled by such employees shall
participate in any new stock hereafter au
thorized and issued or in any stock hereaite
70 be issued when sold under the precedin
provisions, unless with the consent OF, tn
Board OF Directors expressed by resolution
entered on the minutes. For the purposes Q
this Article, the inventory and books shall b
closed as Of June 20 and December 81, 1
each year, from and after December 81, 1911
The substance Of the foregoing provision
shall be stated briefly and succinctly in Q
on the face Of each certificate of stock an
shall be conclusive evidence and notice to a
persons dealing Herewith The Board of D
receors is hereby constituted the agent Of tn
noeknoiders for the purpose of enforcing an
orrying out the foregoing provisions.
ARTICLE V.-An the corporate power
vested by law or this charter in corporation
san De exercised by the Board of Director
MS corporation. including the right
manage, control and direct the affairs of Il
.op0fation, the corporate policy and to sc
ue corporation or merge the same into al
unef corporation. and to take in payment
any sueh sale or merger. cash, bonds, not,
sock OF the purchasing or merging co
pS'suon, or Of new corporation, created Il
E purpose. without the necessity of referrir
ss I,l OF any of said acts TO the stocl
Inc Board Of Directors Of this corporate
s n ee composed Of three stockholders, WI
sash ee elected annually, on the first Tue
y o. November of each year. The FIR
oe composed Of Nathaniel c. Emtage, BENZ
a I.n W. Dart and John Dart, who shall no
S en'@ unti the next annual meeting. on Il
,se iuesday Of November, 1920. The e1e