The Richmond Virginian. (Richmond, Va.) 1910-1920, 1916-03-06

| the common stock paid In any calendar
L year.
In case the cumulative dividends OF
eight per cent ts%) on the preferred
stock shall be In arrears for periods
agEregating two t2) years. then the
thereafter have the right to elect at
the annual meetings one-haif U-2) OF
the number of directors to be elected.
until the net surplus OF the corpora
ton shall be sufficient to pay all ar
rears In the cumulative dividends on
the preferred stock.
The common stock, subject to the re-
strfcted voting right of the preferred
stock. shall have full voting power.
and subject to the preference of the
preferred stock. as to dividends, shall
be entitled to any further dividends
that may be paid In any calendar year
to the extent of twelve per cent U2%)
per annum. after which the preferred
stock and the common stock shall par
ticipate, share for share, In any fur
Their dividends
In case or liquidation. dissolution 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 its par value and unpaid accrued
dividends, and any further distribution
Of assets shall be applied to the COM
mon stock to the extent of it's par
value, after which both the preferred
stock and the common stock shall par
ticipate, share for share. in any fur
Their distribution OF assets.
The preferred stock sail 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 be issued; except with the af-
firmative vote of two-thirds (2-3) in
amount of the preferred stock then
outstanding.
And the said board of directors
thereupon ordered q meeting of the
stockholders to be called for the 29th
day of January. 1915. according to law.
and to take action upon the foregoing
proposed amendment to the charter OF
the corporation.
That thereafter, on the 26th day of
February, 1916. to which date the
meeting had been duly adjourned,
of said corporation was held at the
principal office of the corporation in
the city of Richmond. Henrico Coun-
ty, Virginia, pursuant to such call or
the board OF directors and upon due
notice given to each stakeholder by
mailing such notice to each stock
holder at his last known postoffice ad-
dress at least ten 10), 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 it is proposed to decrease the
capital stock. At said meeting all of
the stockholders were 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 hereinbe-
fore set out, was laid before the stock
holdersholders who thereupon by
unanimous vote OF ali 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 bo 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 etghty-hvs thousand dol
lars t1,ss5.00o) to one million two
hundred and nifty thousand dollars
(S1.750. 0oo), and to create two classes
Of stock In lieu OF the existing four
GLASSES of stock by amending Article
Nv of the certificate of Incorporation
OF the corporation so iuat IL snail tcaN
as follows:
Article ". ta) The maximum
amount of the capital stock OF the
corporation is to be one million two
hundred and Atty thousand dollars
($1.250o00) to consist of preferred
stock OF the par value of five hun
dred thousand dollars N500.eo0l. d.
vided into twenty thousand e0,0o0)
shares Of the par value of twenty -fiva
dollars (s25) each. and common stock
of the par value OF seven hundred and
Atty thousand dollars $T5o,ooo), di-
vided into thirty thousand (30,0oo)
shares OF the par value OF twenty Ave
dollars (s25) each
Obj The minimum amount OF the
capital stock of the corporation is to
be one thousand dollars (Sl.o0o).
(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 tho
extent OF cumulative dividends at the
rate of eight per cent. tS%) per an