Evening journal., 1920-08-02
STATE on WISCONSIN. COUNTY on

llid corporation. and that the signatures /
" the said president and Of the sccre- /
ary OF said corporation to said fore /
going certihcate arr In the handwriting I
" the said president and secretary OF /
iaid company, respectively, and that the /
seal afixed 90 such certificate Is the COM |
non or corporate seal Of said corpora /
ION, and that his act OF sealing. cxccut- |
Ing, acknowledging aud delivering the |
said certificate was duly authorized by /
he Board OF Directors and stockholders
N said corporation
IN WITNESS WHEREOF. n
lSEAL) have hereunto set my hand and
notarial seal, the day and year
FREDERICK r. VAIL.
Notary Public, Milwaukee County, Wis
My commission expires July 1, 1923.
THE NEWPORT COMPANY.
JUDGES CERTIFICATE
STATE OF WISCONSIN, MILWAUKEE,
We, Frederick R. wahi and clifford f.
Stone each for himself do solcmnly
swear that we will duly and faithfully
perform the duties OF judges I'm the
matter Of the vote 10 be taken on the
resolution proposing an amendment 20
the Certificate Of Incorporation OF The
Newport Company, such vote 10 be held
at the special meeting Of the stockhoid.
crs OF said The Newport Company. held
on the 2Sth dav OF July, 1890
FREDERICK r. VAIL.
CLIFFORD r. STONE.
Subscribed and sworn 70 be-
(sEAL) fore me, this 2eth day Of July,
ELLA PORT.
Notary Public, Milwaukee County, Wis
My commission expires June 18th. ip22.
To the Secretary Of The Newport Com
pany.
We, the undersigned. do hereby certify
that at a special meeting OF the stock
holders OF The Newport Company, held
on the 2sth day Of July. 1920 to con-
slider the resolution duly adopted by the
Board OF Directors OF said corporation.
at a special meeting OF said board, duly
held on the 2sth day Of July, 1920. pro-
posing and declaring advisable an amend
ment 20 the Certificate OF Incorporation
of said corporation as hereinafter set
forth, we were appointed by said meet
ing OF stockholders judges for the pur-
pose Of taking the vote OF the stOckhold-
ers taken at said meeting for and against
the said amendment; that at said special
meeting OF the stockholders the follow
ing resolution was duly proposed and
seconded, TO wit;
resolutions adopted by the Board OF Dl-
rectors on the 2Sth day OF July. 1920.
the Certificate OF Incorporation OF this
company be amended as follows;
BY striking out all Of the paragraph
numbered fourth and by inserting In
lieu thereof the following;
Fourth: la The total authorized cap
ital stock Of this corporation IL Thirty
Thousand t3O,0O0l shares Of Prior Com
mon Stock Of the par value Of One
amounting in the aggregate TO Three
Million Dollars (S3 900 000). and One
Million Il 900 ,000) shares of Common
stock Of the. par value Of One Dollar
(S100l per share, amounting in the az
gregate TO One Million Dollars $1,000
OOO).
(bl The holders Of Prior Common
Stock thereafter called Prior Stock) shall
be entitled 10 receive when and as de-
clared from the surplus or net profits
0) Regular dividends at the rate Of
eight per cent Is per cent? per annum
on the par value thereof. payable IN
quarterly installments on the 18th dayi
OF January April, July and October 10
each year. The regular dividends afore.
said shall be cumulative.
(2) In addition thereto an extra divl-
dend OF 1 per cent. II per cent? on the pa
value thereof shall be payable on The
/ Prior Stock on each OF the 18th day
OF January. April, July and October Il
each year out Of the net earnings Of thl
| corporation for the quarter ending OF
/ the last day Of the month preceding th'
/ date on which such extra dividend 4
]
/ ducting therefrom the quarterly install
ment Of the regular dividend aforesaid
and interest and proper charges 10
maintenance and depreciation, are SUN
cient therefor. provided that n In an
quarter the net earnings as aforesaid
| shall not suffice for the payment OF sucl
extra dividend on the next dividend date
the same shall be payable out Of sucl
/ net earnings for any previous quarte
! or quarters OF the current calendar year
D
| vious quarter or quarters shall not sur
hce for such payment, then the SAT-
extra dividend shall cumulate durinl
| said calendar year and shall be payahl
out OF such net earnings for any subse
quent quarter or quarters Of the thel
! cnr~enf enlcndar year. Said extra divl
dend shall not be cumulative beyond %
tnen current calendar year. except a
7 any installment thereof Is pot paid whe
the net earnings from which the sam
IL payable as above provided are SUI
hcient therefor and the same could hav
been declared; and To that extent IN
same shall be cumulative beyond tn
then current calendar year.
In no event shall any dividend be pal
y upon or set apart for the Common Stoc
out OF net earnings Of the cornoratio
accruing subsequent 20 July 1, 1920, unit
all accumulated regular dividends an
am regular dividends for the then cui
rent calendar year shall have been pal
upon or set apart for the Prior Stool
nor shall any dividend be paid upon d
set apart for the Common Stock out {
earnings Of the then current calenda
year until the fun amount Of the extr
one per cent. quarterly dividend for n
then current calendar year shall ha,
been paid upon or set apart for q
Prior Stock. All or any Of the Pri,
Stock may IN the discretion Of the co
poration he issued ~ ~ July !, l92
ana the certificates therefor 30 dated.
IN the event Of any liquidation. dias'
J luton or vilding-up of The ccrrur1tio
OF any distribution 81 its assets Othl
I than bE way Of dividenda from surpI
) and profits, the holders of the Pri'
1 stock shall be entitled, before any a
5 sets Of the corporation shan be distril
uted among OF paid over % the hoide
of tho Common Stock, 20 be paid In fu
the par value Of their shares and,