The Coconino sun., 1925-01-23

the corporation of any classified
common stock, class A preferred
stock or uncassified common stock,
unless the net quick assets after pay
ment of such dividends or after any
purchase, redemption or retirement
of such stock are one hundred fifty
per cent (15096) of the par amount
of such outstanding first preferred
stock, nor unless the total quick as
sets at the end Of the preceding fisca4
year are one hundred seventy-five per
cent (17596) of total liabilities, nor
unless net earnings for said preced-
/ ing fiscal year, after deducting the
amount paid for federal and state
taxes due in said year, are equal to
| three times the annual dividend re-
uuirements on the first preferred
stock outstanding either at the time OF
! the declaration of such dividend on
classified common stock, class A pre-
! ferred stock or unclassified common
stock or at the time of any purchase
or retirement of such stock, nor If the
! sinking fund provided for in para
graph (4) of this Article is in ar
rears. Quick assets as used in this
paragraph shall consist of cash on
hand and in bank, bills, notes and ac-
counts receivable, inventories and
marketable securities, other than Sc
curities of this corporation. Liabili
| ties shall consist of indebtedness for
borrowed money, bills, notes and ac-
counts payable and taxes accrued. Net
luick assets shall consist of the excess
! IF quick assets over liabilities as above
defined
90 First preferred stock shall
have no voting power except as IN
This paragraph provided. In the
event of two (2) consecutive defaults
in the payment of quarterly dividends
on the first preferred stock, the first
preferred stockholders shall have the
! privilege of electing one member of
| the Board of Directors at the next
succeeding annual election; and, in
she event of four az consecutive de-
faults in the payment Of quarterly
dividends on the first preferred stock,
she first preferred stockholders shall
have the privilege of electing a ma
iority of the Board of Directors at
he next succeeding annual election.
Any such privilege shall be retained,
when once acquired, until all accumu-
| ated dividends are paid. The holders
IF the first preferred stock shall be
entitled to vote upon the question of
selling, conveying, transferring or
| otherwise disposing of the property
md estate of the corporation as an
entirety. The corporation shall not
be merged or consolidated with any
| )ther corporation without the vote or
| &C hOI IF ~
majority in amount of the outstanding
,irst preferred stock. No notes or
funded debt maturing later than one
year from the date of issue shall be
,reated by the corporation without the
,ote or consent of the holders of
iixty-six and two-thirds per cent
Sc 2-3&6) in amount of outstanding
irst preferred stock; provided, how
ever, that nothing herein shall be
construed to preclude the purchase of
properties subject to existing liens or
he creation of purchase money mort
cages or purchase money liens on
properties hereafter acquired The
corporation shall not create any
hares of stock having priority over
)r parity with the first preferred
stock, either as to dividends or assets,
Tor guarantee obligations, stocks or
! dividends of any subsidiary or other
corporation, without the consent or
7ote of the holders of seventy-five per
cent (75Io) in amount of the out
standing first preferred stock; nor
shall these Articles of Incorporation
| oe amended so as to change the spe-
cific terms of the first preferred stock
hereby created without the unanimous
vote or consent of the holders of the
outstanding first preferred stock.
! (4) The corporation shall annual
| ly, beginning with the fiscal year fol-
owing any issue of first preferred
stock, set aside as a sinking fund for
The retirement and cancellation of the
| first preferred stock, out of the sur
plus profits arising from the business
Of the corporation and remaining af-
ter the payment of dividends on the
/ first preferred stock, sum sufficient
to retire in one of the methods here
! matter provided an amount of first
! preferred stock equal to five per cent
| (52o) of the largest amount of first
| preferred stock at any time outstand-
ing during the year, provided that in
| no event shall the sum so set aside
| fall below such sum as may be neces-
sary to retire first preferred stock of
| the par value of One Hundred Fifty
Thousand Dollars ($150,000). Except
that by reason Of the fact that J. c.
Penney Company, a Utah corporation,
has retired Twenty Three Thousand
Seven Hundred Dollars 1923, 1000 par
value preferred stock in excess of its
annual requirements under the pro-
visions of the Articles of Incorpora-
ton of said Utah corporation, the sum
so set aside in the year 1925 shall not
fall below such sum as may be neces-
Sary to retire first preferred stock of
this corporation of the par value of
One Hundred and Twenty Six Thou
sand Three Hundred Dollars ($126,-
300). If the sum set aside in any
| year shall exceed the annual amount
| hereby required the excess may be de-
| Quoted from the sum to be set aside
n succeeding year All moneys so
set aside as sinking fund shall be
applied as follows:
(a) At the option of the corpora
I