The New York herald., 1922-12-21
ELECTIONS AND MEETINGS.

issued for the purposes Of complying with
the foregoing provisions Of conversion.
In the event OF the issue and sale OF conf
mon stock, without nominal or bar value, in
excess of $4,000 shares (other than the is
suance Of common stock on conversion of
preferred stock), the price at which the
common stock shallsbe taken In conversion
shall be adjusted. taking Into account the
price at which the additional common stock
ceived as a consideration for the Issuance
thereof.
The preferred stock shall be entitled to
no vote, except as follows:
The holders of preferred stock shall be
entitled to elect at each annual election
two directors. but in the default OF pay
the preferred stock. the holders of the pre-
ferred stock shall have the right immeds-
to continue such majority In office until
and as long as no similar defaults again
occur and continue. the entire voting power
for the election OF directors. with the ex-
ception of the election OF two directors,
shall vest in the common stock.
The written consent or the vote Of the
holders of at least. three-fourths Of the
outstanding preferred stock shah be neces-
sary to validate (a) the creation ofa mort
gage or mortgages or other liens upon the
property Of the Company Except purchase
money mortgages and mortgages given to
refund and extend mortgages existing upon
property on December 10. 1922. In an equiv
alent principal amount OF the MORTGAGES so
cages subject to which property may here
after be acquired. on which the Company
Is not obligated to an amount in excess OF
75eo of the purchase price of the property
and except the pledge of bills receivable
and quick assets as collateral to loans
made In the usual course of business and
the making thereby, OBJ the Increase Of the
authorized preferred stock to an amount
In excess of 10000 shares or the creation
of any stock having priority over this pre-
cl nj nf m
obligations convertible into preferred stock
a parity with or having priority over
this preferred stock; td) the sale Of all or
substantially all Of the assets and good will
OF the Company and (e) the consolidation
or merger OF the Company with any COM
pany other than subsidiary company.
No dividends may be paid upon the COM
mon stock unless all current and cumula-
tive unpaid dividends on the preferred stock
have been paid In full and unless the sink
ing fund payments on the preferred stock
shall have been made. and unless the net
quick assets after such payment shall be
equivalent to 500 for each share OF pre-
ferred stock then outstanding and the net
tangible assets shall be equivalent to 500
FER each share of preferred stock then out
standing.
In no event shall any dividend be de-
clared on the common stock at a rate In
excess of $40 per annum on each share of
common stock outstanding. unless after
paying or providing therefor the net quick
assets shall at least equal $50 for each
share of preferred stock then outstanding.
Subject to the foregoing provisions. such
dividends as may be determined by the
board of directors may be paid upon the
common stock, but only on the dates above
specified for the payment of dividends on
mon stock of the Company without nom
inal OF par value shall continue to be COM
mon stock. subject to the rights, prefer
ences and privileges of the preferred stock
ms above set forth
The right of the holders Of the preferred
stock and the right of the holders Of the
limitations and restrictions hereinabove
contained. be exercised as follows. to wit:
Each share of preferred stock shall entitle
the holder thereof to one vote. and each
share of common stock shall entitle the
holder thereof to one vote.
The Company may from time to time.
and at any time. sell Its authorized shares
Of preferred stock and cpmon stock with
out nominal or par value for such con-
Sideration as may be fixed by the board OF
directors. authority TO fix such considera-
tion being hereby conferred on said board.
3. To authorize. ratify and approve the
amendments to the certificate of incorpora-
tion Constituted as aforesaid) which embody
authorized and approved by the vote of
ma tority of the directors OF the Company at
a meeting of said directors duly called and
held on the 18th day of December, 1922. for
The purpose, at which said meeting quorum
was present and participated
4. To authorize the execution OF any and
all certificates or other documents and the
and acknowledgment thereof as
may be required by law o. as otherwise may
be necessary to amend the certificate OF In
corporation In accordance with the amend
mente authorized by the directors and In ac-
rordance with the provisions lereinabovc set
forth, and as otherwise may be necessary to
authorize tho issuance OF the shares OF stock
Common and preferred) authorized by said
amendments and by the action taken at said
stockholders meeting or any adJournmcntS
thereof.
5. To adopt or to authorize the adoption by
The directors of such amendments TO the
bylaws as may be necessary In order 10
carry into effect the said amendments to tho
certificate of Incorporation constituted as
and the Issuance OF the snares OF
preferred and common stock provided for ny
said amendments and authorized at said
meeting OF stockholders hereby called or any
g. 10 authorize ta) the adoption by tho
rd OF directors of appropriate certificates
In a new or revised form, for the preferred
stock OF the Company and for the common
stock OF the Company, setting forth the
rights, privileges and preferences substan.
Tally as aforesaid with respect TO said
classes respectively; and OBJ the requrcd
OF the certificates for shares OF
common stock now outstanding in exchange
for such new or revised forms OF certificates
for such stock for number OF shares
equivalent 20 the number OF shares repre-
sented by the certificate or certificates sur
7. TO authorize the directors 70 sell. for
such consideration as they may fix from tinis
10 time, any or all shares OF the authorized
preferred stock and/or common stock.
g. To authorize the doing OF any and ell
acts and the execution nf any and all instru-
ments which may be necessary or convenient
10 carry into effect any and all action taken
II said stockholders meeting or any adjourn
nents thereof
Dated, December ~. 1922
Nv order of the Board OF Directors.
JOHN w. pOTY. President.
r. l.. DALTON, Secretary.
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