Evening journal., 1922-03-03
EXHIBIT A.

. we, the undersigned, Anna Blanoh-
neld and w o. Sims. do hereby certify
mat at an adjourned meeting OF the
stockholders OF STRADIVARA PHONO.
GttAfa COMPANY, a Delaware cor
poration. held on the 2Sth day of Jan
uary, A. d. 1922. at two O'Clock in the
y siiternoon, TO consider the resolution
GUY ADOPTED by the board OF director.
OF said company at meeting Of said
board. duly held and convened, pro.
posing and declaring advisable amend
ments TO the certificate Of Incorporation
OF said company for the purpose Of
a. as.HTliehuing ~ Article First" and Article
tourth' 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
sald amendments; that said proposed
were as follows.
% That the certificate OF inoorpora.
ton OF said Stradivara Phonograpl
company be amended by striking on
artele First thereof and by insertinJ
IN Lieu thereof the following:
T.. fIfst.-Ihe name OF this corporation
Is BEAVER STATE FURNITURE
MFG. CO."
CD. That the certificate OF incorpora.
ton or said company be further amend
ed by striking out Article Fourth" ant
inserting In lieu thereof, the follow
ing;
Fourth The total authorized
capital stock OF this company is
hereby decreased and reduced to and
ehall hereafter consist OF five thou
sand (5OOO) shares OF preferred stock
OF the par value OF one hundred dol
lars (SlOO.OO) per share, amounting
IN the aggregate to Five hundred
thousand dollars (s500. 900 00), and
seven thousand five hundred (7b00)
shares OF common stock without
nominal or par value. The reduc-
rh ha
sets Of the company shall be i'm
mediately appraised by The Stand
ard Appraisal Company and a suf-
hcient 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 liabil-
lties. All outstanding present pre-
Ierred ana Class A common stock
shall be surrendered for cancella ton
and such a proportion OF the new
preferred stock thus reserved, fully
paid up and worcestershire, 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-haf times as many shares OF
the new common stock. fully paid
up and worcestershire, as he is en-
titled to receive OF the new pre-
ferred stock. The Glass B common
stock now outstanding shall be sur
rendered for cancellation and moth
ing issued therefor. The board OF di-
rectOrs from time to time shall
make such rules and regulations as
II 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 al a day and hour to
be determined by resolution OF the
board
The holders OF such preferred
stock shall be entitled 10 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 be fixed from
time to time by the bylaws, before
any 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 to any dividend date be In
sufficient to pay the dividend upon
the preferred stock such dividend
and no dividend shall be payable az
any time upon the common stock
/ until the full amount OF seven per
cent. per annum up TO the last
| dividend paying date upon all pre-
ferred stock shall have been paid
I hn hnf lnF
ferred stock shall be entitled to no
dividends beyond the seven per
cent. aforesaid.
Holders OF preferred stock shah
in case OF the liquidation, dissolu-
tion or winding up of the company
ton OF their certificates therefor, be
entitled TO be paid in fun the prin
cipal OF their shares and accrued
| and unpaid dividends (but no more)
before any amount shall be paid 70
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 tc
! redemption on any dividend paying
date after date OF Issuance at a
price OF $40 per share plus divi-
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.
titled to receive all dividends de-
| clared out OF the surplus or ne
| earnings OF the company over and
above those payable 70 the holderi
OF preferred stock; upon tne oissolu'
ton, liquidation or winding up o.
fhe company, holders OF common
stock shall share ratably IN all th'
assets Of the company over ant
above those distribu table 20 hold
ers OF preferred stock.
The common stock without nom
snaI or par value may be issued BY
fhe corporation from time to tint
for such consideration as may b'
dxed from time to time by the board
| Of directors thereof
That at said stockholders' meeting
vnfe OF said stockholders by ballot
person or by proxy was duly taken
! and against said proposed amendmen
fhe holders Of preferred stock, Class
common stock and Class = comm
stock OF said company voting
separate classes as required by lav
that said vote was conducted by
subscribers hereto as judges appoint
as aforesaid for that purpose; that
ssid Judges we decided upon the qua
dcafions OF the stockholders voting
said meeting for and against the 81
rroposed amendments and that WI
said vote was completed we did ool
and ascertain the number OF shares
preferred stock. Glass A common st,
and Class B common stock. voted
classes respectively. for or against
proposed amendments, and did find 9
declare that the persons - bodies CO
crate holding more thaF two-thirds
. each OF said several classes OF st,
issued and outstanding OF the 8
corporation had voted in favor OF s
amendments. TO wit: $3.50 shares Of
! nreferred stock out Of the total Is
, If 1925 shares OF said preferred ST
were voted for said amendment;
shares OF the Class A common ST
ont OF the total issue OF 1925 shares
. fhe Class A common stock, and
shares out Of the total issue of
SHARES OF the Class b common 80
we're voted for said amendments;
shares OF the preferred stock. no sha
, ~ the Glass A common stock. and
| shares OF the Class B common 81