Evening journal., 1922-03-10
NOTICES.
My Commission Expires on January
q. 1926.
HELEN ALEXANDER,
Notary Public.
State OF Oregon.
EXHIBIT A.
JUDGES CERTIFICATE.

JUDGES CERTIFICATE. Ell
We, the undersigned Anna Blanof
leld and W. o. Sims. do hereby cerul
nat at an adjourned meeting OF "
tockholders Of STRAD1VARA PHONt
GRAPH COMPANY. a Delaware cor
loration, held on the 2Sth day OF jar 4
lary A. d. 1922 at two O'Clock IN tho
.fternoon 70 consider the resoluuo
iuiy adopted by the board Of director
u SAID company at a meeting OF sal
'oard. duly held and convened. pro
'osing and declaring advisable amend
nents 70 the certificate OF Incorporated
II said company for the purpose
lmendlng Article First" and Attic
Fourth as hereinafter set forth, VI
we're appointed by said meeting q
'tockholders judges for the purpose 4
conducting the vote Of the stockholder
aiken at said meeting for and agains
said amendments; that said propose
amendments were as follows:
% That the certificate OF incorpora
Ion OF said Stradivara PhonogrRI
company be amended by striking OF
article First thereof and by insertin
n lieu thereof the following
"First.-The name Of this corporauor
s BEAVER STATE FURNITURE
MFG. CO."
C2). That the certificate OF incorpore /
ion OF said company be further amend
I'd by striking out Article Fourth and
inserting in lieu thereof. the follow
ng:
Fourth. The total authorized
capital stock OF this company is
hereby decreased and reduced to and
shall hereafter consist OF five thou
sand $4,000 shares Of preferred stock
OF the par value Of one hundred dol
lars (s100.00) per share. amounting
IN the aggregate TO Five hundred
thousand dollars $500. 000.00). and
e a IaaaA
shares OF common stock without
nominal or par value The reduc-
tion shall be effected thus:-the as
sets of the company shall be i'm
mediately appraised by The Stand
ard Appraisal Company and suf-
hciont 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
oompany'a assets thua TO be de-
termined over and above Its liabil-
tiles. Al outstanding present pre-
ferred and Class A common stock
shall be surrendered for cancellation
and such a proportion Of the new
preferred stock thus reserved, fully
paid MP and non -assessable, shah be
Issued TO each present holder OF pre-
ferred stock as the preferred stock
surrendered by him bears 10 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 non -assessahle. as he is en-
Titled 10 receive of the new pre-
ferred stock. The Glass 3 common
stock now outstanding shall be sur
rendered for cancellation and moth
ing issued therefor. The board OF di-
rectors from time 10 time shall
make such rules and regulations as
it 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 DO
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 70
be determined by resolution Of the
board
The holders OF such preferred
stock shall be entitled 70 receive,
from surplus or net profits arising
from the business Of the corpora
tlon a fixed yearly dividend OF seven
per cent per annum, payable semi
annually on dates to be hNed rom
time to time by the bylaws. before
anv dividend shall be set apart or
paid upon the common stock. Should
the surplus or net profits arising
from the business Of the company
prior 70 any dividend date be in
sufficient 70 pay the dividend upon
the preferred stock. such dividend
shall be payable from future profits
and no dividend shall be payable at
any time upon the common stock
until the full amount OF seven per
cent. per annum up 70 thf last
dividend paying date upon an pre-
ierred stock shs ba Rsys SoiS.rs been N Paid Pqs
ferred stock shall be entitled 10 no
dividends beyond the seven per
cent aforesaid.
Holders OF preferred stock shall
in case OF the liquidation disso D.
tion or winding up OF the company.
and upon a surrender for cancela-
ton OF their certificates therefor be
entitled to he paid IN full the prin-
cipal OF their shares and accrued
and unpaid dividends (but no more)
before any amount shall be paid 20
the holders Of the common stock
Al or any shares Of the preferred
stock shall. at the option OF the
board OF directors be subject 70
redemption on any dividend paying
date after date OF Issuance st a
price OF $40 per share plus dlvi-
dends accrued and unpaid thereon,
upon such notice as may be de-
fcrmined by the board OF directors
which notice may be given either by
publication or by letter. as the by
laws may prescribe.
4 The common stock shaU be en-
titled 20 receive all dividends de-
| clared out OF the surplus or net
earnings OF the company over and
above those payable to the holders
Of nreferred stock. upon the dissoiu-
/ In fnm nW W n "a o
| the company, holders OF common
stock shall share ratably IN all the
I assets Of the company over and
] above those distrlhutable % hold
ers Of preferred stock
The common stos< without nom
lnal or par value may be issued by
the corporation from time 20 time
for such considera ton as may be
fixed from time 10 time by the board
Of directors thereof
That at said stockholders' meeting q
vote Of said stockholders by ballot
person or by proxy was duly taken 2
! and AGAINST said proposed amendmeni
! the holders OF preferred stock. Class
| common stock and Glass r comm
stock OF said company voting
| separate classes as required by law
| that said vote was conducted bv q
| subscribers hereto as judges appoint
| as aforesaid for that purpose. that
/ said Judges we decided upon the qua
I NcatlOns OF tne HlockNoluefH voting
| said meeting for and against the sn
| proposed amendments and that VIII
said vote was completed we aid cou
and ascertain the number OF shares
nrcfcrred stock Glass A common sto
and Glass b common stock. voted
classes respectively. for or against z
proposed amendments and did find a,
declare that the persons or bodies cor
orate holding more than two thirds
each OF said several classes OF sto
Issued and outstanding OF the sa
cornoration had voted In favor OF sa
amendments, 10 wit: 1850 shares OF 4
preferred stock out Of the total las
of 1926 shares OF said preferred sto
we're voted for said amendment: 3,
shares OF the Class A common sto
ont of the total issue OF 1928 shares
me Class A common stock ard B.
shares out Of the total issue Of 8.
shares OF the Glass r common sto
were voted for said amendments.
! shares OF The preferred stock. no shar