The Winslow mail., 1919-12-26

earnings and incomes for the preced
ing fiscal year, after reserving al
amount sufficient to pay federal AM
state. income taxes for such preced
ing fiscal year, shall at least equa
three times the annual dividend re
quirements on the preferred stool
outstanding and that proposd to b.
issued and further that the net quicl
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
(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-fve per cent (175)
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 (9) 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
accounts payable and taxes accrued
Net quick assets shall consist of the
excess Of quick assets over liabilities
as above defined.
"(8) 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 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 a
majority in amount Of the outstand-
ing 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-
ton 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-ive per cent (75)
in amount of the outstanding prefer
red stock; nor shall these Articles
'of TncOrnoration he amended so as tO