The Coconino sun., 1925-01-09

Vic dSSClS VI cot1Nt oIOIC " a tiEW
store about to be opened and in sach
event the classified common stock
holders of the discontinued store shall
surrender their certificates of stock
in the class of stock issued for said
discontinued store, duly endorsed in
blank, and shall receive in exchange.
therefor certificates of the same par
value of the class OF stock issued for
the opening, maintenance and. opera
tion Of the new store; or (Bl may
cause the assets of said store to be
sold at the best prices obtainable at
such 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 said
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 shall purchase the
said class of stock, from the holders
of the class of classified common
stock issued for said store so diseon-
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 all
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
~ No classified common stock of
the corporation purchased by it in ac-
cordance with the provisions of this
Article shall thereafter be sold by the
corporation except for such considera-
ticns 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
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 its rate of earnings
shall forthwith be converted into UNI
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,
each stockholder of unclassified com
mon stock shall be entitled to receive
his pro rata share of the balance of
such proceeds (and) (or) assets ii
kind.
Article XIV
ALLEGATION OF NET EARN
INGS OF 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 poro1on
of the income, in the discretion of
the board of directors, shall be: (1)
applied to the reduction Of the operat-
ing expenses Ct the corporation as
whole, or (2) (subject to the rights
of the first preferred stock ami 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 unclassified cenmon
stock for this purpose ao one class Of
stoch) bear to the whole number of
shaaes of common stock issued and
outstanding; or any part of said por-
tion Of income may be applied as
stated under either O. 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 othec
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
right to subscribe for, purchase or re-