The herald and news. [volume] (Newberry S.C.) 1903-1937, 1912-04-30

to be issued under these resolutions
are redeemed and reissued as afore-
said.
4. Be it further resolved that the hold
ers of the Guaranteed First Preferred
Stock shall have preference over the
Preferred Stock and the Common Stock
both as to assets in case of final liQui-
dation and as to cumulative dividends,
out of the net earnings to the extent
of six per cent. per annum, payable
semi-annually No dividends shall be
paid on the Common Stock until there
shall have been set apart from the
earnings a reserve for depreciation
equal to at least two and one-half per
cent. per annum, of the par value Of
the outstanding Guaranteed First Pre-
ferred and the Preferred Stocks for
each year after the first day of April,
1913, provided, however that such re-
serve may in any year be decreased by
the amount charged off for deprecia-
ton of property owned by the Com
pany The action of the directors in
good faith shall be final as to the
amount Of the said reserve to be set
apart and the deductions therefrom.
Beginning July 1, 1918, there shall
be set aside annually in cash from the
earnings Of the preceding year or
years after the payment of all divi-
dends on Guaranteed First Preferred
and Preferred Stocks an amount equal
to five per cent of the par value of the
Guaranteed First Preferred Stock out
standing, to be known as Redemption
Fund" which shall be used for the
retirement of Guaranteed First Pre-
ferred Stock as herinafter provided
and until so used shall be invested as
the directors may determine, and kept
apart from the other assets of the
company as a fund solely for the re-
tirement of said Guaranteed First
Preferred Stock.
The Company shall on or before
June 1 of each year, beginning June
1, 1917, invite bids, by mail, from each
holder of Guaranteed First Preferred
Stock, to be submitted not later than
the first day of July next following, for
the sale to this Company of such stock
to the amount Of the Redemption
Fund" then available for the purchase
of such stock and the offer or offers
which seem most favorable shall be
accepted by the directors, provided,
that not more than $4,000 plus ac-
crued dividends then remaining un-
paid shall be paid for each share Of
such stock.
The Company shall have the right,
upon mailing notice to each holder of
Guaranteed First Preferred Stock, at
least sixty days prior to any dividend
date, to retire the whole issue of
Guaranteed First Preferred Stock by
paying for each share an amount equal
to $4,000 plus all accrued dividends
then remaining unpaid.
Upon any dividend on said Guaran-
teed First Preferred Stock remaining
unpaid for two years after the same
becomes due or upon the failure to
set aside the Redemption Fund.-.
herein provided, for two years from
the time required, the holders Of the
majority of the Guaranteed First Pre-
ferred Stock, at a meeting of the hold
ers of the Guaranteed First Preferred
Stock, called for the purpose on thirty
days notice may elect directors, who
shall thereupon become directors Of
this company, succeeding the directors
then in Office and forthwith elect Of
fcers of this Company; and such right
on the part of holders Of the Guaran-
teed First Preferred Stock to elect di-
rectors shall continue until all accrued
dividends upon the Guaranteed First
Preferred Stock shall have been paid,
and until all Deficiencies in the "Re-
demption Fund" shall have been made
good; provided, however, that if the
other stockholders shall at any time,
without increasing the liabilities or
decreasing the assets Of this Company,
provide fund sufficient to pay the ac-
cummulated dividends On the Guaran-
eed First Preferred Stock, and to make
good the Redemption Fund" the right
to such control shall at once cease
and meeting of all other stockholders
shall thereupon be called to elect di-