The herald., 1918-10-10
CHARTERS

O75.O J0OOl Dollars thereof, consisting OF Ten
Thousand Seven Hundred Fifty tl07S0J
shares shall be common stock. and Four Hun
bred Twenty. Five Thousand jS-2SO1Ol Dol
lars. consisting Of -Four Thousand Two Hun
bred Fifty ti2SV shares shall be preferred
stock. ). said common stock snail be
divided into the following two classes: Eight
Hundred Forty-Seveu Thousand. Five Hun
dred Dollars $50 5000, consisting Of Light
Thousand Four Hundred Seventy Five ts.l15l
shares shall be designated as Class a ON
mon. and Two Hundred Twenty-Seven Thou
sand Five Hundred Dollar, (S227 5000
thereof, consisting OF Two Thousand Two
Hundred Seventy Five t2ZS) shares, shall
Ne designated Class "B Common. :. Said
preferred stock. subject 10 the provisions
hereinafter contained. shall be divided into
the following two classes: Two Hundred
Twenty-Five Thousand Dollars (S22SouOO
thereof. consisting Of Two Thousand Two
Hundred Fifty l225Ol shares, shall be desig
mated a. Class a" Preferred, and Two
Hundred Thousand (S2O0OO00Ol Dollars there
Of, consisting Of Two thousand t2ODl shares.
shall be designated as Class "B" Preferred
:. All Of said preferred stock both Class
"A" and Class b preferred. shall be en-
titled by preference and priority, over all
Of said Common stock. 10 dividends IN each
and every year al the rate OF Seven q per
cent? per cent per annum, payable out OF the
profits or earned surplus. semi-annually on
January 2nd and July 2nd OF each year; said
dividends shall be cumulative. limited 20
Seven per cent q per cent? per annum, and
no dividends shall be paid on or set aside
for the common stock until all the dividends
on the preferred stock shall have been fully
paid. Said preferred stock shall have no
voting power so long the dividends are not
in default for more than one year; but when
said dividends are not paid Tor more than
one year. then said stock shall have like
voting power with the Common stock, that
is, one vote for each share OF stock, 50 long
as said default continues. In the event OF
the dissolution or liquidation OF the cor
poraiion. and in any distribution Of the
assets OF said corporation. the par value OF
all the preferred stock. legally issued and
outstanding. shall be paid to the holders
thereof in full with all unpaid dividends be
fore any payment shall be made TO the hold
ers Of the common stock. O. The holders OF
the common stock both Glass "A" and Glass
"B,' shall be entitled. wiihOu; priority the
over the other. TO all OF the dividends.
as and when declared out Of the net profits or
earned surplus, after the payment Of the
agreed dividends the Preferred stock T.
In the event, on the dissolution or liquda-
ton OF the corporation, in the distribution OF
the assets OF said corporation among the
stockholders. after the payment Of the debts
Of the corporation, and the payment in full
Of the par value Of all the preferred stock
legally issued together with all accumu-
OF the assets of said corporation shall be
divided among the holders of all the COM
mon stock, both Class "A" and Class "B,"
legally issued. in proportion to their respec-
class over the other. s. All voting rights
Of the corporation texcept as herein or other
wise provided shall be vested exclusively in
the Common stock at all elections OF direc-
tors or other meetings OF the stockholders,
except on questions relating to the liquida-
ton and dissolution of this corporation, or
the amendment OF this charter, in which
cases, the Preferred stock shall have a like
voting power as the common stock, that is,
one vote for each share OF stock 9. The
Board OF Directors may at any time out of
the profits or earned surplus of said bust
ness. retire all or any portion of Glass a.
OF the preferred stock. selected and desig-
mated by the Board OF Directors upon giving
TO the registered holder holders thereof
thirty go days written notice delivered in
person or mailed to their address last given
TO the corporation. which notice and DELAY
may be waived by any such stakeholder
and paying to the holders of such stock so
called in the par value thereof with all &C
eumulated dividends and the agreed divi-
dends provided in this charter up TO the date
OF the redemption of said stock. after which
the dividends on said stock shall cease; pro-
vided that If less than the whole of said
Class "A" Preferred stock is retired, each
outstanding certificate shall have the same
pro rata thereof retired. TO- All or any
portion Of the preferred stock redeemed may
be re-issued by the Board Of Directors to
such person or persons as said Board of Di-
rectors shall determine for not less than par
and said stock when re-issued shall have
all the rights and privileges and shall be
subject to all the terms and conditions as
the original stock; provided that none Of
the preferred stock Of Class "a after be-
ing retired. may be re-issued except as
Class b preferred. whereupon it shall have
alb the rights and privileges. and be sub
lect to all the terms and conditions of Class
''B' preferred. II. The Board of Directors
may, after all OF the stock of Class "a" pre-
ferred has been retired. retire out of the
profits or earned surplus Of said business all
or any portion Of Class "B" of the preferred
stock, pro rata according TO the total amount
outstanding. whether original or reissue
upon giving 10 the registered holder or hold
ers thereof thirty (30D days written notice
delivered in person or mailed TO their ad-
dress last given 10 the corporation. which
notice and delay may be waived by any
such stockholder. and paying to the holders
of said stock so called in the par value there
of with all accumulated dividends and the
agreed dividends provided in. this charter up
to the date of the redemption of said stock.
after which the dividends said stock shall
cease. II. No shares of Class 'sB" of pre-
ferred stock may be sold, assigned, or dis
posed of by any holder thereof. without first
offering 1t in writing for thirty (3O days TO
the corporation, at a price not to exceed its
par value with all accumulated dividends and
the dividends herein provided up to the date
& 49, i