The Winslow mail., 1919-12-12


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-
Iquirements 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 (150) 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
| common stock of any class, either
as provided in paragraph numbered
| ~ VI f1I IlCIS Viii. VI OIueI Wise, uu-
| 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
(150) of the par amount of such out
standing preferred stock nor unless
| the total quick assets at the end of
L hn ~
hundred seventy-f1ve per cent (175)
If 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
IN the preferred stock outstanding at
he time of the declaration of such
common stock dividend or at the
time of any purchase or retirement
IF common stock, nor If the sinking
fund provided for in paragraph num-
oered (9) of this Article is in arrears.
Quick assets as used in this para
graph shall consist of cash on hand
md in bank, bills, notes and ac-
counts receivable, inventories and
marketable securities, other than Sc
,urities of this corporation. Liabi-
titles shall consist of Indebtedness
Cor borrowed money, bills, notes and
accounts payable and taxes accrued
Net quick assets shall consist of the
excess Of quick assets over liabilities
is above defined.
"(S) The preferred stock shall
lave no voting power except as in
his paragraph provided. In the
event of two (2) consecutive defaults
n the payment of quarterly divi-
lends on the preferred stock, the
preferred stockholders shall have
he privilege of electing one member
IF the Board of Directors at the next
succeeding annual election; and, in
he event of four a. consecutive de-
aults in the payment Of quarterly
dividends on the preferred stock,
he preferred stockholders shall have
he privilege of electing a majority Of
he Board of Directors at the next
succeeding annual election. Any
such privilege shall be retained,
when once acquired, until all accum-
ated dividends are paid. The hol-
lers 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
De merged or consolidated with any
)ther corporation without the vote or
consent of the holders of at least a
majority in amount of the outstand-
| ng preferred stock. No notes or
! unded debt maturing later than one
7ear from the date of issue shall be
| created by the corporation without
he vote or consent of the holders of
| sixty-six and two-thirds per cent
n amount of the outstanding prefer
'ed stock; provided, however, that
nothing herein shall be construed to
preclude the purchase Of properties
subject to existing liens or the crea-
lion 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
he preferred stock, either as to divi-
lends 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-fve per cent (75)
N amount of the outstanding prefer.
fred stock; nor shall these Articles
)f Incorporation be amended so as tt
change the specific terms of the pre-