The Coconino sun., 1925-01-30

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may in its discretion, (A) transfer
the assets of said store to a new
store about to be opened and in such
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
ton of the new store; or OBJ 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 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 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 tbs
corporation except for such considera-
tons as the corporation would be re.
quired by law and by the provisions Of
these Articles to receive therefor il
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 hat
been originally issued in such new
class.
Article XIV
DISSOLUTION, LIQUIDATION OF
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 ir
existence and of its rate of earnings
shall forthwith be converted into un-
classified common stock and class 4
preferred stock, or either, in accord
ance with the method prescribed il
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 stool
shall be paid the amounts due to then
as provided in Article VIII hereof, anC
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 O
such proceeds (and) (or) assets il
kind.
Article XIV
ALLEGATION OF NET EARN
INGS OF THE CORPORATION NOT
THROUGH THE OPERA
TION OF THE STORES:
In every case where any portion o
the income Of the corporation is de
rived from any source other than thc
operation of all or any of the store
of the corporation (as the tern
operation of the stores" is defined il
these articles) including income de
rived from cash dividends from any
corporation, such porGlol
of the income, in the discretion OF
the board of directors, shall be: Il
applied to the reduction of the operat
ing expenses CT the corporation as -
whole, or (2) (subject to the rights
Of the fist preferred stock and csas.
A preferred stock) credited to tllg
book value of the unclassified anf
classified common stock ia the pro
portions which the number Of share
ssued and outstanding in each clas;
considering the unciassified crmmoi
stock for this purpose a., one class 0
Stock) bear to the whole number
'hGt es Of common stock issued and |
or any part of said por-
ion Of income may be applied a
stated under either (1) or (2) above
md the balance thereof in the other !
If the said two methods.
Article XVI
POWERS OF DIRECTORS TOI
DISPOSE OF CAPITAL STOCK:
Upon any issue for money, or othe
of any stock of the cor
or upon its purchase by tn
whether authorized BY
hese Articles of Incorporation, or BY |
subsequent increase of capital, and