The New York herald., 1922-12-26
ELECTIONS AND MEETINGS.

extended and refunded and except mort
cages subject to which property may here
after be acquired, on which the Company
is not obligated to an amount In excess OF
1875 OF the purchase price of the property
and except the pledge OF bills receivable
and quick assets collateral to loans
, made In the usual course of business and
maturing within one year from the date OF
the making thereof, co. the increase OF the
In excess of 10000 shares or the creation
of any stock having priority over this pre-
ferred stock: (c) or the creation Of any
obligations convertible into preferred stock
parity with having priority over
-nls preferred stock: I'D the sale OF all or
substantially all of the assets and good Will
Of the Company and te) the consolidation
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 OIL 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-
terred stock then outstanding and the net net
ker each share of preferred stock then out
Standing.
In no event shall any dividend be de-
clared on the common stock at rate In
excess OF $40 per annum on each share Of
common stock outstanding, unless after
paying providing therefor the net quick
assets shall at least equal $3.50 for each
share OF preferred stock then outstanding.
Subject TO the foregoing provisions. such
dividends as may he 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
tho preferred stock. The outstanding COM
mon stock OF the Company without NOM
inal or par value shall continue to be COM
mon stock. subject to the rights, prefer
ences and privileges Of the preferred stock
above set forth.
The right of the holders OF the preferred
stock and the right of the holders Of the
ommon stock 10 vote shall. subject to tho
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 10 one vote.
The Company may from time TO tne
and at any time. sell its authorized shares
Of preferred stock and common stock with
out nominal par value for such con-
Sideration may be fixec by the board OF
directors, authority to fix such considera-
ton being hereby conferred on said board
3. To authorize, ratify and approve the
to the certificate OF incorpora-
tion constituted as aforesaid) which embody
the foregoing provisions and which were
authorized and approved by the vote OF
ma jority of the directors Of the Company at
4 meeting OF said directors duly called and
held on the 18th day of December. 1922, for
the purpose, at which said meeting n quorum
was present and participated
4. To authorize the execution OF any and
all certificates or other documents and the
and acknowledgment thereof
may be- required by law a. as otherwise may
he necessary TO amend the certificate Of in
I'm accordance with the amend
Inents authorized by the directors and In ac
rordance with the provisions hereina bove set
forth, and as otherwise may be necessary to
authorize the issuance OF the shares OF stock
(common and preferred) authorized by said
amendments and by the action taken at said
stockholders' meeting or any adJournmentS
hereof
3. TO adopt or 10 authorize tho adoption by
The directors of such amendments TO the
bylaws as may be necessary In order 70
larry into effect the said amendments 10 the
of Incorporation constituted as
,foresaid) and the Issuance OF the shares OF
,aid amendments and authorized at said
meeting of stockholders hereby called or any
AZ djournments thereof.
o. To authorize (a) the adoption by the
n new or revised form, for the preferred
stock of the Company and for the common
stock OF the Company, setting forth the
lights. privileges and preferences substan-
Masses respectively; and (b) the required
OF the certificates for shares OF
,ommon stock now outstanding In exchange
or such new or revised forms OF certificates
Tor such stock for a number OF shares
'quivalent 10 the number OF shares repre-
tented by the certificate or certificates sur
T. To authorize the directors 10 sell. for
uch consideration as they may fix from time
o time any or all shares OF the authorized
referred stock and/or common stock.
g. To authorize the doing OF any and all
let's and the execution of any and all Instru-
nenta which may be necessary or convenient
o carry into effect any and all action taken
Z said stockholders meeting or any adjourn
nents thereof.
BY order OF the Board Of Directors.
JOHN W. DoTY. President.
n. l.. DALTON, Secretary.