Evening journal., 1922-02-24
NOTICES.
27. 1925.
HELEN ALEXANDER,
Notary Public,
State Of oregon.
EXHIBIT A.
ITrDGFS' CERTIFICATE.

DAdAt VI OAtbohs
EXHIBIT A.
JUDGES CERTIFICATE.
We, the undersigned. Anna Blanch
field and w o. Sims, do hereby cerut'
that at an adjourned meeting OF IN
stockholders Of STRADINARA PHONO
GRAPH COMPANY, a Delaware cor
poratlon. held on the 2Sth day Of Jan
uary. A. ID. 1922 at two O'Clock In tn
afternoon. 10 consider the resolution
duly adopted by the board OF director
or said company at meeting OF SAT-
board. duly held and convened. pro
posing and declaring advisable amend
ments to the certificate Of incorporation
OF said company for the purpose o
amending Article First" and Artlcl
Fourth as hereinafter set forth, W
were appointed by said meeting o
stockholders judges for the purpose o
conducting the vote OF the stockholder
taken at said meeting for and agains
said amendmentsi that said propose
amendments were as follows:
Cd That the certificate Of ncorpora
tion OF said Stradivara Phonograpl pl
Company be amended by striking ou
article First" thereof and by insertinl
In lieu thereof the following:
'First-The name OF this corporation
Is BEAVER STATE FURNITURE
MFG. CO."
C0. That the certificate OF incorpora
AfnHn0
ed by striking out Article Fourth" an,
inserting in lieu thereof, the follow
ing:
Fourth The total authorized
capital stock OF this company Is
hereby decreased and reduced to and
shall hereafter consist Of five thou
sand (3OO0) shares OF preferred stock
OF the par value Of one hundred dol
lars (Sl0000) per share, amounting
In the aggregate to Five hundred
thousand dollars $500. .000.00), and
seven thousand five hundred (7500)
shares of common stock without
nominal or par value The reduce
tion shall be effected thus:-the as
sets OF the company shall be I'M
mediately appraised by The Stand
ard Appraisal Company and a suf-
fcicnt number Of the shares OF the
new preferred stock shall be set
aside. for distribution as herein
after provided, TO equal at their par
value the appraised value OF the
company's assets thus to be de-
termined over and above its llabil-
tiles. All outstanding present pre-
ferred and Glass A common stock
shall be surrendered for cancellation
and such a proportion Of the new
preferred stock thus reserved, fully
paid up and non -assessable, shall be
Issued to each present holder Of pre-
ferred stock as the preferred stock
surrendered by him bears to the
total amount OF present preferred
stock to be thus converted on sur
render OF his Glass A common stock,
each holder thereof shall receive one
and one-half times as many shares OF
the new common stock. fully paid
up and n-assessable. as he IS en-
titled to receive OF the new pre-
ferred stock. The Glass 3 common
stock now outstanding shall be sur
rendered for cancellation and Moth
frtnr nn I'd nF "A a.
rectors from time TO time shall
make such rules and regulations as
10 shall deem necessary or conven-
lent for carrying out the provisions
hereof. and all matters pertaining
to the surrender and retirement of
the stock OF this company shall be
under the direction OF the board.
For the purposes hereof. the stock
holders of this company and the
number OF shares held by them re-
spectively shall be determined from
the stock transfer books Of the COM
pany. which for such determination
shall be closed at a day and hour to
be determined by resolution OF the
board
The holders OF such preferred
stock shall be entitled to receive.
from surplus or net profits arising
from the business Of the corpora
tiOn. a fixed yearly dividend Of seven
per cent per annum, payable semi
annually on dates TO he fixed from
time TO time by the by-lawa, before
any dividend shall be set apart or
paid unon the common stock. Should
the surplus or net profits arising
from the business OF the company
prior TO any dividend date be in
sufficient to pay the dividend upon
the preferred stock such dividend
shall be payable from future profits
and no dividend shall be payable az
a
until the fun amount OF seven per
cent. per annum up 10 the last
dividend paying date upon all pre-
ferred stock shall have been paid
or set apart The holders Of pre-
ferred stock shall be entitled to no
dividends beyond the seven per
cent. aforesaid.
Holders Of preferred stock shall.
In case OF the liquidation. dissolu-
tion or winding up Of the company
and upon a surrender for cancella-
ton Of their certificates therefor, be
entitled to be paid In fun the prln-
cipal OF their shares and accrued
and unpaid dividends .(but no more)
before any amount shall be paid to
the holders Of the common stock
All or any shares Of the preferred
stock shall at the option OF the
board OF directors. be subject to
redemption on any dividend paying
date after date OF issuance at a
price OF $40 per share plus dlvl-
dends accrued and unpaid thereon,
upon such notice as may be de-
termined by the board OF directors.
which notice may be given either by
publication or by letter. as the by
laws may prescribe.
The common stock shall be en-
Titled to receive all dividends de-
clared out Of the surplus or net
earnings of the company over and
above those payable to the holders
OF preferred stock upon the dissolu-
tion. Liquidation or winding up OF
the company, holders OF common
stock shall share ratably In all the
] assets Of the company over and
{ above those distributable 70 hold
ers OF preferred stock.
| The common stock without NOM
| inal or par value may be Issued by
! the corporation from time 20 time
for such consideration as may be
fixed from time to time by the board
OF directors thereof
That az said stockholders meeting G
! vote Of said stockholders by ballot
| person or by proxy was duly taken T
! and against said proposed amendment
the holders OF preferred stock. Class
common stock and Class y comm
stock OF said company voting
| separate classes as required Dy Jaw
! that said vote was conducted by q
Subscribers hereto as Judges appoint
| as aforesaid Tor that purpose. lhdt
/ said judges we decided upon the qua
| ncations OF the stockholders voting
/ said meeting for and against the sa
! rronosed amendments and that Wh
said vote was completed we did cou
/ and ascertain the number OF shares
preferred stock, Glass A common $40
| and Glass common stock. voted
/ classes respectively. for or against Z
proposed amendments, and did ind al
I declare that the persons or bodies cor
orate holding more than two-thirds
/ each OF said several classes or sto
| issued and outstanding Of the sa
] corporation had voted IN favor or So
nreferred stock out Of the total iss
/ OF 1925 shares Of said preferred sto
were voted for said amendment; ~
] shares OF the Class A common sto