The Winslow mail., 1919-12-05


earnings and incomes for the preced-
ing fiscal year, after reserving an
amount sufficient to pay federal and
| state income taxes for such preced-
| ing fiscal year, shall at least equal
/ three times the annual dividend re-
quirements on the preferred stock
Outstanding and that proposd to be
| issued, and further that the net quick
assets after payment of the divi-
dends on the outstanding preferred
stock and including the considera-
ton to be received for that proposed
to be issued shall equal at least One
hundred fifty per cent 050) of the
par amount of the preferred stock
outstanding plus that proposed to be
issued. While any of the preferred
stock is outstanding, no dividends
shall be set apart, declared or paid
| on any class of the common stock,
nor shall there be any purchase or
retirement by the corporation of any
as provided in paragraph numbered
| (2) of Article VIII or otherwise, un-
less the net quick assets after pay
ment of such dividends or after any
purchase or retirement of common
stock are One hundred fifty per cent
Q50) of the par amount of such out
e-41
the total quick assets at the end of
the preceding fiscal year are One
hundred seventy-five per cent Q75)
| Of the total liabilities, nor unless the
net earnings for said preceding fiscal
| year, after deducting the amount
paid for federal and state taxes due
in said year. are equal to three times
the annual dividend requirements
on the preferred stock outstanding at
the time of the declaration of such
common stock dividend or at the
time Of any purchase or retirement
of common stock, nor if the sinking
fund provided for in paragraph num-
bered CO. of this Article is in arrears
Quick assets as used in this para
graph shall consist of cash on hand
land in bank, bills, notes and ac-
counts receivable, inventories and
marketable securities, other than Sc
|curities of this corporation. Liabi-
lities shall consist of indebtedness
for borrowed money, bills, notes and
|accounts payable and taxes accrued.
Net quick assets shall consist of the
excess Of quick assets over liabilities
as above defined.
"(S) The preferred stock shall
have no voting power except as in
this paragraph provided. In the
event of two (2) consecutive defaults
in the payment of quarterly divi-
dends on the preferred stock, the
preferred stockholders shall have
the privilege of electing one member
of the Board of Directors at the next
succeeding annual election; and in
the event of four (4) consecutive de-
faults in the payment of quarterly
dividends on the preferred stock,
the preferred stockholders shall have
the privilege of electing a majority of
the Board of Directors at the next
succeeding annual election. Any
such privilege shall be retained,
when once acquired, until all accum-
lated dividends are paid. The hol-
ders of the preferred stock shall be
entitled to vote upon the question OF
selling, conveying, transferring or
otherwise disposing of the property
and estate of the corporation as an
entirety. The corporation shall not
be merged or consolidated with any
other corporation without the vote or
consent of the holders of at least
majority in amount of the outstand-
ling preferred stock. No notes or
funded debt maturing later than one
year from the date of. issue shall be
created by the corporation without
the vote or consent of the holders Of
sixty-six and two-thirds per cent
in amount of the outstanding prefer
red stock; provided, however, that
nothing herein shall be construed to
preclude the purchase of properties
subject to existing liens or the crea-
tion of purchase money mortgages or
purchase money liens on properties
hereafter acquired The corporation
shall not create any shares of stock
having priority over or parity with
the preferred stock, either as to divi-
dends or assets, nor guarantee obli-
cations, stocks or dividends of any
Subsidiary or other corporation,
without the consent or vote of the
holders of seventy-five per cent (75)
in amount Of the outstanding prefer
fred stock; nor shall these Articles
sOf INCORPORATION be amended So as TO