The Winslow mail., 1920-01-09


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 (150) of the
par amount of the preferred stock
outstanding plus that proposed to be
issued. While any of the preferred
shall be set apart, declared or paid
IN any class of the common stock,
nor shall there be any purchase OF
retirement by the corporation of any
common stock Of any class, either
rs provided in paragraph numbered
~ of Article VIII or otherwise, un-
ess the net quick assets after pay
nent Of such dividends or after any
purchase or retirement of common
stock are One hundred fifty per cent
l150) Of the par amount of such out
standing preferred stock nor unless
he total quick assets at the end of
he preceding fiscal year are One
hundred seventy-fve per cent (175)
II the total liabilities, nor unless the
let earnings for said preceding fiscal
year, after deducting the amount
)aid for federal and state taxes due
said year, are equal to three times
he 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
Of common stock, nor if the sinking
fund provided for in paragraph num-
oered 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
3urities of this corporation Liabi-
tiles shall consist Of Indebtedness
ior 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
have no voting power except as in
his paragraph provided. In the
went of two (2) consecutive defaults
the payment of quarterly divi-
lends on the preferred stock, the
referred stockholders shall have
he privilege of electing one member
the Board of Directors at the next
ucceeding annual election; and, in
he event of four (4) consecutive de-
aults in the payment of quarterly
iividends on the preferred stock,
he preferred stockholders shall have
he privilege of electing a majority of
he Board Of Directors at the next
ucceeding annual election. Any
uch privilege shall be retained,
When once acquired, until all accum-
ated dividends are paid. The hol-
lers of the preferred stock shall be
untitled to vote upon the question of
selling, conveying, transferring or
therwise disposing of the property
md estate of the corporation as an
,ntirety. 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
Iear from the date of issue shall be
,reated by the corporation without
he vote or consent of the holders of
3ixty-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-
ion of purchase money mortgages or
purchase money liens on properties
hereafter acquired. The corporation
hall 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
folders of seventy-five per cent (75)
in amount of the outstanding prefer
red stock; nor shall these Articles