Weekly journal-miner., 1917-04-11

quired shall never be re-issued by the Company. but shall be retired in the ciency in the amount required to be set apart, in any year to the credit of said Special Surplus Account shall De made good out of the net profits of the Company in subsequent years be- fore any dividend shall be declared or paid upon the common stock. The Com pany may Gin addition to the amounts hereinabove in this subdivision (d) Of said Special Surplus Account set apart in said account in any year such other or further amounts as the board of directors may, from time to time. deter other or further amounts shall be so set apart in said account and actually used for the acquisition and retirement of preferred stock as hereinbefore pro- vided. the obligation of the Company, with respect to said Special Surplus Ac- count and the acquisition of preferred stock in subsequent years, under t.e provisions of this subdivision (O shall be accordingly reduced.
 (e) In no event shall any dividend whatsoever be paid or declared on the common stock until-O The current quarterly dividend on the preferred stock as well all accumulated and defaulted dividends thereon. shall have in respect of said Special Surplus Ac- count and in the acquisition of preferred stock therefor shall have been made good; and (3) There shall be first createc and maintained Gin addition to said Special Surplus Account and all pre- ferred stock acquired pursuant to the provisions of subdivision td) of tins Article) at least the further surplus or
 10000; and in no event shall any divf- dend in excess of four per cent per an mum be paid or declared on the common stock until said further surplus so created Gn addition to said Special u1A -ra..1 srFs E.r acquired pursuant to the provisions of subdivision tdl of this Article) shall amount to and be maintained at not less than s2.5Oo,O00. Whenever s5,00o0oo in par value of preferred stock shall De acquired in accordance with the pro- visions of subdivision (d) Of this 4.r- ticle. all requirements hereinbefore. specified to create and maintain any such further surplus shall forthwith cease and determine.
 The Special Surplus Account may be used for the payment of dividends on the preferred stock provided there are no other funds of the Company avail able for that purpose All sums with drawn from said Special Surplus Ac- count for the payment of dividends up- on the preferred stock shall fpst be made good before any dividend shall at any time be paid or declared on the
 CO Subject to the foregoing provisions, and not otherwise such dividends us may be determined by the board of directors may bee declared and paid on the common stock from time to time out of the remaining surplus profits or the Company. The board of directors shall have power from time to time to fix and determine and to vary the amount of the working capital of the company; and to direct and determine the use and disposition of any surplus profits of the Company over and above the capital stock paid in.
 nFNrat af nrafnrra1 shall not he increased except with tSe consent of at least two-thirds in inter est of the then issued and outstanding stock of the Company of each class (both preferred and common). given Tn person or by proxy at meeting speciai- ly called for that purpose.
 OD Upon any dissolution, liquidation. merger or consolidation of the Com pany (whether voluntary or lnvolun- tary), or upon any distribution of capi- tai or in the event of It's insolvency there shall be paid to the holders or the preferred stock Sl25 per share and the amount of all unpaid accrued dfv-- dends thereon. before any sum small DC paid to or any assets distributed among the holders of the common stock; and after such payments to the holders or the preferred stock all remaining assets and funds of tine Company shall De paid to the holders of the common stock according to their respective shares.
 GD The entire voting power for the election of directors shall be vested In the common stock, except as in tiis paragraph otherwise provided. The pre- ferred stock shall have no voting power in the elections for directors unless and until three quarterly dividends payable thereon shall be in default Immediate ly up0n the happening of such event. and ther, Ter until such defaults and all C ~aults subsequent thereto shall have zen made good. the common stock shall have no voting power In the elec- ,;- fD It nd ing power in the elections for dlrec- tors shall become and remain vested eX- ciusively in the preferred stock How ever. if and when the defaulted dividends shall thereafter be paid. the voting powrr in the elections for directors shall again be vested exclusively in the common stock.
 At all stockholders meetings except as otherwise expressly in this certifi- cate provided. each share of stock of the Company. both preferred and com mon. shall be entitled to one vote
 Fifth-The names and post-offee ae, dresses of each of the incorporators and original subscribers to the capital stock. and the number of shares of common stock subscribed for by each. are as follows:
 Lewis F.. Pierson. ae West Broad
 way. Manhattan. New York City J. Herbert Case. i66 Montague St.
 Brooklyn. New York City. ;,. William C. Breed. s- l%lDtTlS 't-'
 Manhattan. New York City. George V. Hagerty, S74 Broadway.
 Manhattan, New York City....... Western w Wager. 4S Wall St..
 Manhattan, New York City ....-.
 Sixth-The duration of the Company shall be perpetual.
 Seventh-The number of directors ot the Company shall be five. In case the of directors shall at any time be increased beyond that number. the d. rectors shall be classified with respect to the time for which they shall several ly hold office by dividing them inro three classes, each consisting. as nearly as may be. of one-third of the whole of the board. The directors or the first class shall be elected for term of one year; the directors of the second class for q term of two years; and the directors of the third class for n term of three years; and at each an nual election the successors to the class of directors whose terms shall eNpCe in that year shall be elected to hold office for the term of three years. so that the term of office of one class of directors shall expire In each year.
 In case of any increase in the num- Der of directors, the additional direc- tors shall be elected by the directors then in office.
 In case of any vacancy In any class os directors through death resignation. dis qualification or other cause. the re- .I, fir-rVN ff1r.s Tnf Ia