Bisbee daily review., 1917-05-22

shall never be reissued by the Com pany, but shall be retired in the man. ner provided by law. Any deficiency in the amount required to be set apart, in any year. to the credit of said Spe- cial Surplus Account shall be made good out of the net profits of the Company in subsequent years before any dividend shall be declared or paid upon the common stock. The Company may Gin addition to the amounts hereinabove in this 7ubdi- vision (d) of this Article required to be set apart in said Special Surplus Account set apart in said account in any year such other or further amounts as the board of directors may, fom time to time, determine; and to the extent to which such other or further amounts shall be so set apart in said account and actually used for the acquisition and retire ment of preferred stock as herainbe- fore provided. the obligation of the Company. with respect to said Spe- cial Surplus Account and the acr,li. sition of preferred stock in subse- ouent years. under the provisions of this subdivision (d) shall be accord ingly reduced.
 (e) In no event shall any dividend whatsoever be paid or declared on the common stock until-(D The cur rent quarterly dividend on the pre- ferred stock. as we'll as all accumu- lated and defaulted dividends thereon, shall have been paid or set apart: (2) All arrears in respect of said Special Surplus Account and in the acquisition of preferred stock there for shall have been made good; and (3) There shall be first created and maintained Gin addition to said Spe- cial Surplus Account and all preferred stock acquired pursuant to the pro visions of subdivision (d) of this Ar ticle) at least the further surplus of S1.000.000: and in no event shall any dividend in excess of four per cent per annum be paid or declared on the common stock until said fur ther surplus so created Gin addition to said Special Surplus Account and all preferred stock acquired pursuant to the provisions of subdivision (d) of this Article) shall amount to and be maintained at not less than s2.- 500.000. Whenever s5.000.000 in par value of preferred stock shall be ac- quired in accordance with the pro visions of subdivision (d) of this Article, all requirements hereinbe- fore specified to create and maintain any such further surplus shall forth with 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 available for that purpose. All sums withdrawn from said Special Surplus Account for the payment of dividends upon the preferred stock shall first be made good before any dividend shall at any time be paid or declared on the common stock.
 OSubject to the foregoing provi- sions. and not otherwise. such divi- dends as may be determined by the board of directors may be declared and paid on the common stock from time to time out of the remaining surplus profits of the Company. The board of directors shall have power from time to time to fix and deter mine 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 cap- ital stock paid in.
 (g) The amount of preferred stock shall not be increased except with the consent of at least two-thirds in in- terest of the then issued and out standing stock of the Company of each class (both preferred and com mon), given in person or by proxy at meeting specially called for that purpose.
 (h) Upon any dissolution, liquida- tion, merger or consolidation of the Company (whether voluntary or in- voluntary, or upon any distribution of capital or in the event of it's in- solvency there shall be paid to the holders of the preferred stock s125 per share and the amount of all un- paid accrued dividends thereon, be- fore any sum shall be paid to or any assets distributed among the holders of the common stock; and after such payments to the holders of the pre- ferred stock all remaining assets and funds of the Company shall be paid to the holders of the common stock according to their respective shares.
 CD The entire voting power for the election of directors shall be vest ed in the common stock. except as in this paragraph otherwise provided. The preferred stock shall have no voting power in the elections for di- rectors unless and until three quar- terly dividends payable thereon shall be in default. Immediately upon the happening of such event, and thereafter until such defaults and all defaults subsequent thereto shall have been made good. the common stock shall have no voting power in the elections for directors, and the entire voting power in the elections for directors shall become and re- main vested exclusively in the pre- ferred stock. However. if and when the defaulted dividends shall there after be paid, the voting power 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-