The herald and news. [volume] (Newberry S.C.) 1903-1937, 1912-04-23

pany, That the capital stock Of the
par value of one hundred dollars a
share; said capital stock to consist Of
three classes, viz: Five thousand
shares to be known as Common Stock;
ten thousand shares to be known as
Preferred Stock; and five thousand
shares to be known as Guaranteed
First Preferred Stock.
2. Be it further resolved, that, sub
ject to the prior rights of the holders
of the Guaranteed First Preferred
Stock herinafter set out the Preferred
Stock shall have preference over
Common Stock, both as to assets in
case Of final liquidation and as to
cumulative dividends, out of the net
earnings to the extent Of seven per
cent. per annum, payable semi-annual-
ly; the Common Stock to be entitled
to like dividend payable semi-an-
nually, but not cumulative, out Of the
net earnings after the payment Of dl-
vidends on the Guaranteed First Pre-
ferred Stock and Preferred Stock
the dates for the payment Of dividends
to be the first day of January and the
first day of July Of each year.
8. Be it further resolved, That,
subject to the prior rights Of the hold
ers of Guaranteed First Preferred
Stock, the two thousand shares of
Preferred Stock first issued shall be
redeemable at the option of the Com
pany at any time by lot after the first
day of January, 1910; that the one
thousand shares of Preferred Stock
next issued shall be redeemable in
like manner at any time after the first
day of January, 1915; that the forty
five hundred shares Of Preferred Stock
next issued shall be redeemable in like
manner at any time after the first day
of January, 1920; and that the twenty
five hundred shares of Preferred Stock
to be issued under these resolutions
shall be redeemable in like manner at
any time after the first day of Janu-
ary, 1925. All surplus profits, after
paying dividends, shall be appropriat-
ed as follows: On and after the first
day of January, 1910, sixty per cent
thereof to the purchase of Preferred
Stock selected by lot, and the remain
ing forty per cent. to go to the surplus
fund; the Preferred Stock so purchas-
ed to be held by the Treasurer of the
Company until all of the said Prefer
red Stock has been purchased and then
issued to the holders of Common Stock
as Common Stock pro rata; provided,
however, that the two thousand shares
Of Preferred Stock first issued shall be
first redeemed and reissued as Com
mon Stock to the holders Of Common
Stock next issued shall be redeemed
the one thousand shares Of Preferred
Stock next issued shall be redeemed
and reissued as Common Stock to the
holders of Common Stock pro rata, be-
fore the Preferred Stock issued later
is so redeemed and reissued; proyid-
ed, further, that the forty-fve hundred
shares of Preferred Stock next issued
shall be redeemed and reissued as
Common Stock to the holders of Com
mon Stock pro rata, before the twenty
five hundred shares Of Preferred Stock
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 liqul-
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
+horAfrnno