The Winslow mail., 1919-12-19

Iearnings and incomes for the preced-
ing fiscal year, after reserving an
Iamount sufficient to pay federal and
state income taxes for such preced-
ing fiscal year, shall at least equal
three times the annual dividend re-
lquirements on the preferred stock
outstanding and that proposd to be
Eissued and further that the net quick
Iassets after payment of the divi-
ldends on the outstanding preferred
stock and including the considera-
ton to be received for that proposed
Ito be issued shall equal at least One
hundred fifty per cent Q5O) OF the
par amount of the preferred stock
Outstanding plus that proposed to be
Iissued. While any of the preferred
stock is outstanding, no dividends
shall be set apart, declared or paid
on any class of the common stock,
lnor shall there be any purchase or
retirement by the corporation of any
common stock of any class, either
las 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
(150) of the par amount of such out
| standing preferred stock nor unless
| 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
and 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
iaccounts 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-
L
dividends on the preferred stock,
| the preferred stockholders shall have
the privilege Of electing a majority Of
I the Board of Directors at the next
succeeding annual election. Any
such privilege shall be retained,
when once acquired, until all accum-
Il of Iixyid 101
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
Iconsent of the holders Of at least a
majority in amount of the outstand-
ling preferred stock. No notes or
funded debt maturing later than one
lyear from the date of issue shall be
Icreated by the corporation without
the vote or consent of the holders OF
EOlACy -SlA duu IWO-Iullu pei CCllt
in amount of the outstanding prefer
Ired stock; provided, however, that
nothing herein shall be construed tC
Ipreclude the purchase of properties
Isubject to existing liens or the 'crea-
ltion of purchase money mortgages OF
purchase money liens on properties
thereafter acquired. The corporation
shall not create any shares of stock
having priority over or parity witt
the preferred stock, either as to divi
ldends or assets, nor guarantee obi
lgations, stocks or dividends of any
Subsidiary or other corporation
without the consent or vote of the
holders of seventy-fve per cent Cts,
in amount of the outstanding prefer
lred stock; nor shall these Article:
AOf incorporation be amended SOFAS tt