Graham guardian., 1919-05-16
Article Nv

| The total authorized capital stock of
the corporation is twenty-five thou
sand, five hundred dollars ($25, SOC. .O0).
OF such total authorized capital stock,
two hundred and fifty (25O) shares
shall be preferred stock of the par val
ue of one hundred dollars (Sl00. 00)
each, and FIVE hundred $500 shares
shall be common stock of the par value
of one dollar (Sl.00) each. From time
to time, the preferred stock and the
common stock may be increased ac-
cording to law and may be issued in
such amounts and proportions as shall
be determined by the board of direc-
tors, and as may be permitted by law.
The holders of the preferred stock
shall be entitled to receive when and as
declared, from the surplus or net profits
of the corporation, yearly dividends at
the rate of eight per centum per an
nun, payable annually. The dividends
on the preferred stock shall be cumula-
tive, and shall be payable before any
dividend on the common stock shall be
paid or set apart; so that, if in any
year dividends amounting to eight per
cent shall not have been paid thereon,
the deficiency shall. be payable before
any dividends shall be paid upon .r set
apart for the common stock. When
ever all cumulative dividend on the
preferred stock of all previous years
shall have been declared, and shall have
become payable, and the accrued div
idends for the current year shall have
been declared and the company shall
have paid such cumulative dividends
for previous years and such accrued
dividends shall have set aside from its
surplus or net profits sum sufficient
for the payment thereof, then should
further dividends be declared out of
any remaining surplus or net profits,
the board of directors shall declare
dividends on the common and preferred
stock, share and share alike, payable
then or thereafters In the event of
any liquidation or dissolution or wind
ing up whether voluntary or involun-
tary) of the corporation, the holders
of the preferred stock shall be entitled
to be paid in full both the par amount
of their shares, and the unpaid divi-,
dends accrued thereon, before any
amount shall be paid to the holders of
the common stock; and after the pay
ment to the holders of the preferred
stock of its par value. and the unpaid
accrued dividends thereon, the remain
ing assets and funds shall be divided
and paid to the holders of the COM
mon stock according to their respec-
tive shares.
The capital stock of this corporation
may be increased to one hundred thou
sand dollars ($l00, 100000 according to
law.
No transfer of stock shall be admit
ted or held to be valid or binding, so
far as the company is concerned, unless
made upon the books of the company.
No sale of stock shall be valid unless
such sale is accompanied by a written
certificate signed by the President or
Vice President and Secretary Treas
urer of the Company, to the effect that
such stock is offered to the remaining
directors proportionately through the
board of directors at its book value for
period of ten days and they have
failed or declined to purchase same.
Said corporation may and it hereby
reserves the right to purchase, redeem,
retire and cancel any and all or all of
the then outstanding preferred stock
of the corporation within sixty days
after the end Of any fiscal year in such
amounts from time to time and in such
manner as the board of directors may
determine, by paying to the respective
holders of the stock so retired, or by
depositing TO their order at the office
of the company, sum or sums equal
to the par value of the preferred stock
so retired and cancelled, together with
all accumulated and unpaid dividends
thereon, if any. plus the sum of ten
dollars $4,000 per share. In case of
such deposit written. notice thereof
shall forthwith be given to the respec-
tive holders of the stock so retired and
cancelled by mailing such notice to
such holders at their last known place
of abode or business, if shown by the
corporate records.