The Coconino sun., 1925-01-02

may in it's discretion, (A) transfc
the assets of said store to a rev
store about to be opened and in sucl
event the classified common stock
| holders of the discontinued store shal
, surrender their certificates of stoci
in the class of stock issued for sait
discontinued store, duly endorsed ii
blank, and shall receive in exchange
therefor certificates of the same PAL
value of the class of stock issued fol
the opening, maintenance and opera
tlon OF the new store; or (Bj mat
cause the assets of said store to be
sold at the best prices obtainabie al
sucn times and places, in such man
ner and upon such notice as it shall
deem best and shall pay and discharge
all debts and obligations of said store
and all expenses of closing out saic
store, out of the proceeds of said sale
or sales or other funds of said store
as soon thereafter as the amount OF
the corporations surplus assets shall
be such that it may lawfully do so
the corporation snail purchase tho
said class Of stock, from the holders
OF the class Of classified common
stock issued for said store so discon-
tinued, by payment to the holders
thereof of sum equivalent to such
| proportion Of the net amount. realized
upon the sale or other disposition of
the assets OF such store, and Of ali
other funds remaining after discharge
of its obligations, as the par value Of
capital stock of said class owned by
said classified common stockholders
bears to the total store capital OF
said store; and said classified common
/ stockholders shall surrender their Ger
tificates of stock to the corporation
duly endorsed in blank for transfer
! (2) No classified common stock of
the corporation purchased by il in ac-
cordance with the provisions of this
Article shall thereafter be sold by the
corporation except for such considera-
tions as the corporation would be re-
quired by law and by the provisions of
these Articles to receive therefor If
such sale were an original issue. Upon
the sale by the corporation of any
classified common stock so purchased
1 by it, the Board of Directors may, by
resolution, change the class thereof
and cause new certificates to be issued
bearing the designation of such new
class, with the same effect as if the
| classified common stock so sold had
been originally issued in such new
class.
Article XIV
DISSOLUTION, LIQUIDATION OR
SALE OF CORPORATION AS AN
ENTIRETY:
Upon any dissolution, liquidation,
sale or other distribution of the as
sets OF the corporation as a whole,
after the payment Of the obligations
of the corporation and the amounts
! due to the first preferred stock
holders the balance Of the proceeds
realized upon such dissolution, sale OF
liquidation, (and) (or) in lieu thereof,
the assets in kind, shall be distributed
as follows: All the classified common
stock then issued and outstanding
whether in the hands of store mana
gers or others, and irrespective of the
length of time said store has been in
existence and of it's rate of earnings
shall forthwith be converted into un-
classified common stock and class A
preferred stock, or either, in accord
ance with the method prescribed in
Article XII hereof, excepting that the
date forming the basis of the terms
of conversion shall be as fixed by the
Board Of Directors; thereafter the
holders of class A preferred stock
shall be paid the amounts due to them
as provided in Article VIII hereof, and
after such payments to class A pre-
ferred stockholders have been made,
Il Il
mon stcck shall be entitled to receive
his pro rata share Of the balance of
such proceeds (and) corr assets III
kind.
Article XIV
ALLEGATION OF NET EARN
INGS Or THE CORPORATION NOT
EARNED THROUGH THE OPERA
TION OF THE STORES:
In every case where any portion Of
the income. Of the corporation is de-
rived from any source other than the
operation Of all or any of the stores
of the corporation (as the term
Operation of the stores" is defined in
these articles) including income de-
rived from cash dividends from any
subsidiary corporation, such portion
of the income, in the discretion of
the board of directors, shall be: "a
applied to the reduction of the operat-
ing expenses &C the corporation as g
whole, or (2) (subject to the rights
Of the fist preferred stoeK ana class
A preferred stock credited to the
book value of the unclassified and
classified common stock IN the pro
portions which the number OF shares
issued and outstanding in eacn class
Considering the unciassified common
stock for this purpose as one. class Of
stock bear to the whole number Of
shares of common stock issued and
outstanding; or any part of said por-
; tion of income may be applied as
stated under either a. or (2) above,
and the balance thereof in the other
of the said two methods.
Article XVI
| POWERS OF DIRECTORS TO
DISPOSE OF CAPITAL STOCK:
Upon any issue for money, or othe-
consideration, Of any stock of the cor
poration, or upon its purchase by the
corporation, whether authorized by
these Articles of Incorporation or by
subsequent increase of capital, and
whether preferred or common stock.
no stockholder shall be entitled of
rioht tn Subscribe for nurchacp oy rn-