Evening journal., 1922-03-10
NnTVCEG

cDfCfINclNt SNaH ne determined mum
the stock transfer books OF the
company. which for such determin-
alton. shall be closed at day ana
hour to be determined by resolution
OF the board.
1.-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, payaple
semi-annually on dates TO be hNed
from time to time, by the bylaws,
before any dividend shall be set
apart or paid upon tho common
stock. Should the surplus or net
profits arising from the business
OF the company prior to any divi-
dend date. be insufficient to pay the
dividend upon the preferred stock
such dividend shall be payable from
future profits and no dividend shall De
payable at any time upon the COM
mon stock. until the fun amount OF
seven per cent per annum. up TO
the last dividend paying date upon
all preferred stock. shall have been
paid or set apart. The holders OF
preferred stock shall be entitled to
no dividends beyond the seven rer
cent. aforesaid
Holders Of preferred stock shall,
in case OF the liquidation, dissolu-
ton or winding up Of the company,
and upon surrender for cancella-
tion of their certificates therefor,
be entitled to be paid IN full. the
principal 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 re-
demptlon on any dividend-paying
date after date OF issuance. at
price Of $40 per share. plus divi-
dends accrued and unpaid thereon,
upon such notice as may be deter
mined 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 he enti-
tied 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 disso-
lution. liquidation or winding up OF
the company, holders Of common
stock shall share ratably In all the
assets Of the company over ana
above those dlstributable TO hold
ers Of preferred stock.
The common stock, without nom-
inal or par value, may be Issued
by the corporation from time TO
time, for such consideration as may
be fixed from time TO time, by the
board Of directors thereof
and declaring said amendments advis-
able and calling a meeting Of the stock
holders OF said corporation for consid-
Grafton thereof
SECOND.-That thereafter. pursuant
10 the aforesaid resolution Of It's board
of directors, a special meeting OF the
stockholders OF said Stradivara Phono-
graph Company was duly called ana
held In accordance with law ana me
bylaws of said corporation, at the
office Of the company In the city OF
Portland, State of Oregon, on the 3Oth
day OF December, 1921, at 10 O'Clock IN
the forenoon, which meeting. there
being not sufficient present, by resolu-
ton duly made, seconded and carried,
duly adjourned, 70 convene again at the
same place, at o'clock IN the after
noon, on Saturday, the 2sth day OF
January, 1922.
THIRD. That thereafter. pursuant tc
the adjournment taken at the special
meeting Of stockholders, held on Dc
cember 30. 1921. an adjourned meeting
Of the stockholders Of said Siradlvara
phonograph Company, was duly held IN
accordance with law and the by-laWi
OF the corporation, at the othce, OF tnt
company, In the city Of Portland, state
OF Oregon. on the 2sth day OF January
1922 at O'Clock IN the afternoon, al
which meeting. holders OF more thar
two-thirds Of the subscribed and out
standing preferred stock, Class 4 com
mon stock and Glass B common stock
Of said corporation. taken by classes o
stock were present In person or b,
proxy; that at said meeting a vote o
the stockholders. by ballot, tn person ol
by proxy. for and against said propose'
amendments was taken, which Yoti
upon each of said amendments, wa
conducted by Anna Blanchheld ana W
O. Sims. appointed for that purpose b.
said meeting; and that al said meeting
bv vote conducted as aforesaid, salt
amendments were each adopted. Th
persons or bodies corporate holdinl
more than two-thirds OF the issued an'
outstanding preferred stock class :
common stock and Class common
stock OF said corporation, each votini
hv classes Of stock, voted for salt
amendments, to-Wit; 0,lhu snares o
the preferred stock out Of the tota
issue OF apps shares thereof; 3.26
shares OF the Class A common stock on
OF the total issue OF 1925 shares there
OF. and 5000 shares OF tho Class
common stock, out OF the total issue o
/ r onO shares thereof we're voted for sal
proposed amendments, while no share
of preferred stock, no shares OF Clas
+ A common stock. and no shares OF Clas
/ B common stock were vtoed against IN
same. all as appears by the duplicat
of which Is hereto attached. marke
"Fxhibit A" and made a part hereof.
/ FOTRTH. All the debts of said com
many. which are not otherwise FULLY 50
cured. have neen Ntlu anu ulhtltl Etu
IN WITNESS WHEREOF, Said Stra
divara phonograph Company ha
caused its corporate seal 10 be heret
affixed and this certificate 70 De slgne
nv Il. A. Douty, IT'S president, 7. 7
Hopkins. its secretary. and a matorit
Of It's board OF directors. this Slst da
OF January, A. y, 1922
+. A DOUTY, President.
T. p. HOPKINS, Secretary.
F. A. DOUTY,
G. F. MARTIN.
S. J.. EDDY,
NJ NJ MATTHlESSEN
Directors.
sTRADIvARA PHONOGRAPH
COMPANY,
CORPORATE SEAL, 1870
DELAWARE
! STATE OF OREGON. COUNTY o
an IT RENIEMBERED. That on III
sist day Of January. A. p, 1872 Pc,
tbiesson. a Notary Public. in and II
the county and state Moresaid' f.