The Ocala evening star. [volume] (Ocala, Fla.) 1895-1943, 1921-11-09


statutes upon general corporations.
The objects specified in Article II
shah. except where otherwise express
ed therein, be IN powise limited or re-
from the terms of any other clause or
para graph IN this charter, but the OBJ
jects specified in each OF the clauses
OF Article II shall be regarded as in
The foregoing clauses shall be con-
strued both as objects and as powers.
and the foregoing enumeration of spe-
cifc powers shall not in any manner
limit or restrict any permissible pow
ers Of this corporation
That Article III be amended so as TO
read:
ARTICLE Ill
Capital stock
The total authorized capital stock of
this corporation shall be one million six
hundred thousand dollars $500, 900 OOl
divided into sixteen thousand shares OF
the par value Of one hundred dollars
(s1OO.O0) each, all or any of which may
De payable in lawful money OF the
United states OF America, OF in prop
erty, labor or services at a just valua-
ton therefor TO be fixed in their dis
erection by the board of directors az a
meeting or meetings called for such
purpose
The total authorized capital stock
SHAH be divided into three classes, that
is 10 say:
Ad-g 4uIeG 0lareS OF
First Preferred eight per cent
cumulative convertible non-partic-
ipating stock;
d. Three Thousand shares of
Second Preferred six per cent.
cumulative convertible participat-
ing stock; and
(e.) Ten Thousand shares of
Common stock.
The first preferred stock shall be en-.
titled to dividends out of the net pro-
hts or surplus Of the corporation at the
rate or eight (S) per cent. per annum,
and no more, payable semi annually on
the first days of January and July in
each year, or as otherwise determined
and declared by the board of directors,
before any dividends shall be paid on
the second preferred stock or on the
stock issued between dividend dates,
and any moneys or property received
prior to the first or any other dividend
date for which first preferred stock is
to be issued. shall be entitled at the
next dividend date to a proportionate
dividend; and in the event of liquida-
ton, the first preferred stock shall be
entitled to payment out of the assets
of the corporation at its full par value
plus all accrued dividends, before any
payment shall be made to the holders
of the second preferred stock or of the
common stock. The frt preferred
stock shall not receive any further
share in the profits or the assets of the
corporation than as above provided.
The dividends upon the first preferred
stock shall be cumulative, so that If
the corporation shall fail to declare
and pay any first preferred dividend,
such dividend shall thereafter be de-
clared and paid before any dividends
shall be paid upon the second preferred
first dividend on the first preferred
stock shall be payable January 1st,
1922.
The first preferred stock shall only
be entitled 10 vote upon the following
propositions and under the following
conditions, and not otherwise: Car on
any proposed amendment of this char
ter; (b) on any proposed consolidation.
or any proposed sale, lease or exchange
or all the property and assets of this
corporation as an entirety including
its good will and corporate franchises
(c) on any proposed retirement of any
outstanding second preferred stock
Cd on any proposed dissolution of this
corporation; and no such amendment,
consolidation, sale. lease or exchange
or retirement or dissolution shall be
authorized, made or accepted without
the affirmative vote of two-thirds of
all the outstanding first preferred
stock in favor thereof; and (e) when
ever this corporation shall fail to pay
full dividends on the first preferred
stock and such failure shall continue
for one year, the first preferred stock
shall then be entitled to full equal vot-
ing power, share for share. with all
unpaid dividends shall have been paid
in full
The corporation, at its option, may
retire in whole or in part any out
standing first preferred stock after
thirty GOD days notice mailed to the
stockholders last known address. al
any time and in any manner and in any
amount, rs may, from time to time, be
determined by the board of directors
at the par value thereof plus all ac-
crued dividends thereon plus a pre-
MUM If retired prior to January 1st,
1927, of one per cent. of the par value
thereof for each year or fraction of a
year between the date of such retire
ment and January list, 1927; all such
first preferred stock retired shall
forthwith be cancelled and shall then
have the status of authorized but UNI
issued first preferred stock.
Payments to holders of first pre-
ferred stock of dividends or in redemp-
ton, liquidation, dissolution or wind
ing up. shall be made free from taxes
(other than income taxes in excess OF
the normal tax (now per cent? which
the corporation may, under any law of
the United States or of any state. coun-
~, or municipality therein, legally as
sumo and pay.
The second preferred stock, after
payment of all current and accrued
dividends on the first preferred stock,
shall then be entitled to dividends out
OF the remaining net profits or surplus
of the corporation at the rate Of six
per cent. 6 per cent? per annum, and
no more, payable semi on the
first days of January and July in each
year, or as otherwise determined and
declared by the board of directors, be-
fore any dividends shall be paid upon
the common stock; any second pre-
ferred stock issued between divide end
dates, and any moneys, property or
services, received prior to the first or
any other dividend date, for which Sec
ond preferred stock is issued, shall be
entitled, at the next dividend date, to
proportionate dividend The second
preferred stock, after payment of divi-
dends on the first preferred and
second preferred stocks, as hereinbe-
fore provided, and after payment to the
common stock OF a dividend OF ten per
cent. in any one year, shall also par
in any additional or increased dividend
paid the latter up to, but not in excess
Of, four per cent. additional for that
year.
In the event of liquidation and after
payment of first preferred stock as
aforesaid, the second preferred stock
shall then be entitled to payment, out
of the remaining assets of the corpora
ton, of its full par value plus all ac-
crued dividends thereon, before any
payment to the holders of common
stock. The second preferred stock
shall not receive any further share In
the profits or the assets of the corpora
ton than as above provided. The dfvi-
dends upon the second preferred stock
poration shall fail to declare any sec
Ond preferred dividend, such dividend
shall thereafter be declared and paid
before any dividend shall be paid on
the common stock. The first dividend
ON the second preferred stock shall be