Arizona republican., 1921-05-23

Preferred stock shall also be cumu- lative, and shall be payable before any dividends on the Common stock shall be paid or set apart, so that if in any year dividends amounting to five per centum 15go) shall not have been paid on said Second Preferred stock, the deficiency shall be payable before any dividends shall be paid upon or set apart for the Common stock. Whenever all cumulative divi- dends on the Preferred stock, both First Preferred and Second Preferred, for all previous years shall have been paid, the Board of Directors may de- clare dividends on the Common stock payable out. of any remaining surplus or net profits up to five per centum t5qo) per annum. The remainder of any surplus or net profits shall then be applicable to the payment of fur ther dividends equally per share upon the First Preferred and Common stock.
 Tn the event of any liquidation, dissolution or winding up, whether
 voluntary or involuntary, of the cor | poration, the holders of the First Preferred stock shall share equally and be entitled to be paid in full, both
 the par amount of their shares and | the unpaid accrued dividends there | on, before any amount shall be paid . l ferred stock, and after the payment | in full of all unpaid dividends ac- | crUed upon and the par value of the l First Preferred stock, then the hold
 CTS of the Second Preferred stock 1 shall share equally and be entitled to
 be paid in full, both the par amount
 of their shares and the unpaid divi- l dends accrued thereon before any l amount shall be paid to the holders of l Q
 payment in the order aforesaid to the 1 holders of all the First Preferred
 stock and the Second Preferred stock.
 of its par value, and all of the unpaid or accrued dividends thereon, the re-
 maining assets and funds shall be
 divided and paid to the holders of the Common stock equally and prorata 1 according to their respective shares
 up to the full par value thereof; if
 thereafter assets remain, the same shall be distributed ratably to the
 holders of the First Preferred stock
 and the Common stock.
 The Company shall have the op-
 ton of retiring the Second Preferred
 stock in whole or in part, ratably in
 proportion to the respective holdings
 of the stockholders upon vote of the
 Board of Directors of the Company
 at any time, from time to time, by
 paying to such holders thereof the
 sum of One Hundred Three Dollars
 $103.00) for each share of said Sec
 ond Preferred stock, together with
 any accumulated dividends due there
 on, out of: ta) The proceeds of Com
 mon stock that may lawfully be is
 sued to provide funds for such retire.
 ment: (b) out of it's surplus or ne.
 profits: or, Co out of its other assets
 to such extent as may be lawful upon reduction of it's capital stock or
 otherwise
 And we do hereby severally ratify
 consent to and authorize any and all . acts and things done or which may
 be done by the Board of Directors or officers of said Southern California
 Edison Company to make effective
 the amending of it's Articles of h.
 corporation by amending Article
 Sixth" thereof as hereinbefore set
 forth, and to carry out the terms o
 said articles as so amended.
 I IN WITNESS WHEREOF each o , the undersigned has hereunto sub t scribed his name as' holder of alL
 representing the number of shares O
 capital stock of Southern California
 Edison Company owned by him as O the - day of--, 1916.
 We further certify that the autho-.
 ized capital stock of, said corpora
 ton is One Hundred Million Dollar, 2 ($100, ,0o0.0oo) divided into One Mil s lion q .e00. .0e0) shares of the pa a value of One Hundred Dollars (s100 ? each: that the number of share ' which has been subscribed is On : Hundred Forty four Thousand. Fifty ] five C44.055), all of which has beel t issued; that on the 18th day of Sep . tember, 1916. the persons several s subscribing their names to said as n sent in writing were the owners an, I 1f Sha nf he fsan n s ital stock of said corporation.
 f We further certify that the numbe d of directors of said corporation . nine (9) and that Jnere were presen = at said meeting of the Board of Di 6 rectors nine (9) members of sai d Board and that upon motion dul d made and seconded, the followin : resolution was adopted by the af = firmative vote of all the members o s said Board present at said meeting:
 RESOLVED, that the assent i e writing subscribed to by stockholder n of this corporation owning and hold d ing more than two-thirds of the sub '- scribed capital stock of this corpora If tion, assenting to the amendment c Is the Articles of Incorporation of thi e corporation. and this day presented { = its Board of Directors. shall be file If in the minutes of this meeting. an q that the Articles of Incorporation c 1t Southern California Edison compan } be amended so that said articles a IS amended shall read as follows
 (Here is set forth the amende N articles of incorporation as attache
 hereto marked Exhibit A')
 o FURTHER RESOLVED. that
 copy of said articles as thus amend
 cd be certified to as correct by tn E President and Secretary. and a ma
 jority of the directors of this cor $ poration, and that the corporate se5 ' of this corporation be affixed to sai n certificate, and that such copy so cer le tified shall be filed in the office C To the County Clerk of the County ( le San Eernardino in which the origin; -- articles of incorporation Of this cor l. poration are filed, and that cop l. thereof certified by the County Cler l. of the County of San Bernardino | Id filed in the office of the Secretary
 the state of California, and that tn J. officers of this corporation be an le they are hereby authorized and q >, rected to do any and all other act = and things which may be necessar of to make effective the amending of i of said articles of incorporation as l. said written assent of the stockholC to CTS set forth, and to carry out u ar terms of said articles as so amend ed ed'
 IT, IN WITNESS WHEREOF we ha' l. hereunto set our hands and affiXt cd the seal of said Southern Californ ar Edison Company, this 12th day e. September, 1e16-
 r. (Seal of Southern
 i'd California Edison
 ee Company