The herald., 1917-01-18


Of such stock shall be ascertained either Dy
an agreement Of the parties or by two COM
petent and experienced business men; one
10 be chosen by the subscriber and the
, other by this corporation or stakeholder or
stockholders, or prospective purchaser, "het,'
If said two parties cannot agree upon DOOR
value, such two parties 50 chosen 10 choose
a third party, when the majority OF OPINION
shall prevail. In the event Of the DENIS Sc
Of a holder or holders OF the stock OF this
I corporation. the administrator, executor or
representative OF his or her estate IN tne
event such estate wishes 10 part with tltie
to such stock, TO Immediately tender such
stock TO this corporation and TO the stock
holders thereof, the same basis, such
offer and tender to be made by the holder
or holders of such stock to this corporation
and to the stockholders thereof, by the mail
ing Of a registered letter, containing such
offer or tender, addressed to the last known
address OF this corporation and SAID stock
holders such offer or tender 10 remain
open fer a period Of thirty days from the
date OF the mailing Of such registered let
tc-s when, If not availed of, such holder
or transfer as he or she sees mt In the
event Of this corporation not avaiilng itself
Of such offer or tender, such stock 50 OF
fercd 10 be equally pro rated between the
stockholders OF this corporation, should they
SD desire to avail themselves thereof, when
If they do not, such st)ck may be purchased
by such stakeholder SO desiring to acquire
same except that stockholders may transfer
stock, after acquisition from this company,
when they secure the unanimous consent
in writing of all the other stockholders OF
this corporation a. such time OF transfer.
To such extent. all stock as issued by this
corporation shall be non-negotiable.
Article N.-Whcrcas, Newton 6. Broome
has offered for sale, on the basis OF sub
s.rlptous 10 the capital stock OF talS cor
po-a'ion. and partly for cash: TO the Ma
rio1al Advertising Company, Inc, the cor.
p1-atlpu which 5 presently being organized
under The laws Of the state Of Louisiana, and
for and in consideration Of the price here
matter mentioned, and for which the follow
ing described property to be hereinafter ap.
praised by all Of the directors hereof, and
concerning which an accurate. detaiIed and
tented description Of such property as TO
amount, location, extent. character and state
1i Improvement appears herein and IS made
par, hereof. and which said hereinafter men
toned consideration u herewith being paid
and acquIttaGCe and receipt given therefor,
in cash and in the capital stock OF this
corporation, the following described property
Is herewith, and. by virtue of these presents
sold, granted, hargaIued, set over, assigned
conveyed and delivered, with all legal war
rautieS and with full substitution and sub
warranty which the said vendors might have,
unto the said National Advertising Company,
Inc, the corporation which IS being pres
emily organized, as follows:
All of Newton G. Broome's rights, titles
and interests in and 10 a certain advertising
medium known as Our Babies Diary with
all plates, illustrations, records and adver-
tiSements which he has secured to date and
owns in connection herewith, and all such
trade marks, copyrights or patent rights
which he has or may have or might acquire
thereon and in connection Herewith, and
concerning which he Ghe said Newton g.
BrODme) herewith binds and Obigates him
self, and does, by these presents herewith
transfer and surrender, for the benefit and
use Of this company, all OF his ideas, plans
and purposes in connection with the devel-
Opnent II the business proposed, and he,
Cthe said Newton G. Broome) does herewith
bind and Obligate himself to devote his time
and energy. on the basis of the above, for
the use and benefit OF this company and
this company alone, and on said basis, this
company does herewith ratify and approve
the contract, and all the terms thereof, in
connection with the above, as entered into
by and between the said Newton G. Broome
and the inCorporators hereof, OF date the
llth day Of the month of December, 1910
The price and consideration therefor, and
as IS herewith being paid, and acquittanCe
and receipt given for same, is the sum of
three thousand three hundred and fifty
(S3.3S0OO dollars, eight hundred and fifty
paid in cash. and due receipt and acquit-
lance given therefor, and the balance there
Of, the sum of two thousand five hundred
(S2 10000 dollars, is herewith being paid by
five (25) shares of the capital stock of this
company, or two thousand five hundred (S2,-
10000 dollars.
Now, therefore, we, the undersigned, con-
shutting the entire board of directors of
the said National Advertising Company, Inc,
as is provided by these articles of incorpo-
ration, do hereby certify that we have dill
igcntly, carefully and fully investigated and
ascertained the value of said property, in
solar the objects and purposes Of this
company concerned, as is hereinabove
specially described, and have found same to
be OF value, insofar as the objects and
equal and equivalent to the sum of three
thousand three hundred and fifty (s3,350OO
dollars; and we, the directors OF this cor
poration, hereby adjudge and declare that
the appraiSenIent and value of three thou
sand three hundred and fifty (S3,35O0O) dol
lars, as is herewith placed on the above de-
scribed property, insofar as the objects and
purposes OF this corporation are concerned,
IS fair, reasonable and equitable. And we,
the directors of this corporation, further de-
clare that all of said property is essential
necessary and requisite for the carrying on
OF the business herein contemplated
Witness our hands and the seal of this
corporation, given and made in our respect
i've capacities directors of the said Ma
tona Advertising Company, Inc, as pro-
vided by these articles of Incorporation. on
this 18th day of the month of December, in
the year 1916
Article XI.-The subscribers hereto have
written opposite their respective names and
addresses, the amount of stock IN this cor.
poraton subscribed to by each of them
Thus done and passed. in my Office, in the
city of New Orleans. State of Louisiana,
on the day, month and year first hereinabove
written, in the presence of ~ Pfeifer and
Catherine II. Ludlow, competent witnesses,
who have hereunto signed their names, to-
gether with said appearers and me, notary,
after due reading of the whole.
Witnesses: n. Pfeifer, Catherine H. Lud-
low.
Original signed: Names of subscribers
omitted.
/, the undersigned recorder of mortgages,
in and for the Parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing act of Incorporation of the
National Advertising Company. Inc, was
this day. duly recorded in my office, in book
1901, folio 626
New Orleans, December 16 1916
(Signe0 EMILE J. LEONARD, by. R.
/, the undersigned Frank VIM. Hart. no.
tary public for the Parish Of Orleans, State
of Louisiana, hereby certify that the above
and foregoing is true and correct copy of
act of Incorporation of the National Adver-
Using Company, Inc, passed before me on
December II, 1916, except that the names of
the subscribers and the number of shares
for which they subscribed are omitted.
In faith whereof, | have hereunto set my
hand and seal of office. at New Orleans, La,
this 25rd day of December. 1916.
FRANK VIM. HART, Not Pub.
jan II IS Is feb /
CHARTER
DIXIE LUMBER CO., INC.