The Richmond Virginian. (Richmond, Va.) 1910-1920, 1916-03-13

the board OF directors ana upon due
notice given to each stakeholder by
mailing such notice to each stock
holder at his last known postoffice adj
dress at least ten tf0) days prior TO
such meeting as required by law. such
notice stating the time, place and OBJ
Ject of said meeting. and the amount
to which II Is proposed to decrease the
capital stock. At said meeting all of
the stockholdersewere present In per-
son or represented by proxy.
That the foregoing resolution
adopted by the board of directors pro-
posing to amend the charter of this
corporation in the manner hereinbc-
fore set out. was laid before the stock
holdersholders who rhereupon by
unanimous vote of all of the stock
holders of every class. and without
any dissenting vote, adopted the fol-
lowing resolution. namely:
Resolved, That the charter of this
corporation be and hereby is amend
ed SO as to decrease the maximum
amount of the capital stock of the
corporation from one million eight
hundred and eighty-ffve thousand dol
lars (s1.ss5.00o) to one million two
hundred and fifty thousand dollars
ei,250. o00). and ito create two classes
OF stock In lieu of the existing four
~ of the certificate of incorporation
of the corporation so that 1t shall read
as follows:
Article w. ta) The maximum
amount of the capital stock of the
corporation IL to be one million two
hundred and fifty thousand dollars
H1.250.0oo) to consist Of preferred
stock of the par value of Ave hun
dred thousand dollars $500, 00o), d.
Vfdad infn nd
shares of the par value OF twenty-five
dollars ts25) each, and common stock
of the par value of seven hundred and
fifty thousand dollars ($750,ooo). di-
vided into thirty thousand 10000
shares of the par value OF twenty-five
dollars H25) each.
(b) The minimum amount of the
capital stock Of the corporation is to
be one thousand dollars $1,000.
(c) The preferred stock shall have
no power to vote for the election of
directors except as herein provided.
and shall have preference over the
common stock as to dividends to the
extent of cumulative dividends at the
rate OF eight per cent. $50 per an
mum from date of issue. and also shall.
share for share, with the
common stock In any excess of divi-
dends over twelve per cent. u2%) on
lhc SpiifiIoh ctpNh pa4d iH ahs NaAShT
dar year.
(d) In case the cumulative dividends
OF eight per cent. (sqo) on the pre-
ferred stock shall be in arrears for
periods agsregating two (2) years
then the preferred stockholders alone
shall thereafter have the right to elect
at the annual meetings one-haif I-2)
OF the number of directors to be elect
ed, until the net surplus OF the corpo-
- L til
rears in the cumulative L.Sfdends on
the preferred stock.
te} The common stock. subject 10
the restricted voting right OF the pre-
ferred stock, shall have full voting
power, and subject to the preference
of the preferred stock. as to dividends,
shall be entitled to any further divi-
bends that may be paid in any calen-
dar year to the extent OF twelve per
cent. t12ee) per anuum, after which
the preferred stock and the common
stock shall participate, share for
share. In any further dividends.
% In case of liquidation, dissolu-
ton or other distribution of assets
except by payment of dividends. the
preferred stock shall have preference
as to assets over the common stock
to the extent of it's par value, and un-
paid accrued dividends. and any fur
Their distributions of asset shall be APP
piled to the common stock 10 the ex~
tent of its par value, after which
both tho preferred stock and the
common stock shall participate.
share for share. in any further dis
tribution of assets.
(g) The preferred stock shall not
be subordinated to any other class of
stock as to dividends or assets nor
shall the amount of the preferred
stock be increased. or any mortgage
bonds he issued; except with the af-
hrmative vote of two-thirds (2-S) In
amount of the preferred stock then
That hereinbefore set forth 10 a
copy of the proceedings OF said corr
poratton. so far as they relate to this
subject. and which were duly entered