The Coconino sun., 1925-01-23

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
tion of the new store; or (B) may
cause the assets of said store to be
sold at the best prices obtainable al
such times and places, in such man
ner and upon such notice as it shal
deem best and shall pay and discharge
all debts and obligations of said store
and oil expenses of closing out sait
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 shal
be such that it may lawfully do so
/ the corporation shall purchase the
/ said class Of stock, from the no derS
of the class Of classified common.
/ stock issued for said store so discon
4 tinued, by payment to the holders
1 thereof Of sum equivalent to sucl
proportion of the net amount realized
4 upon the sale or other disposition OF
/ the assets Of such store, ard of al.
other funds remaining after discharge
/ of its obligations, as the par value O
capital stock Of said class owned b.
i said classified common stockholders
bears to the total store capital
said store; and said classified commo!
stockholders shall surrender their cor
/ tificates of stock to the corporation
I duly endorsed in blank for transfer
/ (2) No classified common stock o.
the corporation purchased by it in &C
.cordance with the provisions of tn.
Article shall thereafter be sold by th
/ corporation except for such considera
tons as the corporation would be re
CURED by law and by the provisions
these Articles to receive therefor i
such sale were an original issue. Upol
the sale by the corporation of an.
classified common stock so purchase
resolution, change the class thereo
and cause new certificates to be issue
bearing the designation of such ney
class, with the same effect as if th
classified common stock so sold ha
been originally issued in such nel
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 whole
after the payment of the obligation.
of the corporation and the amount
! due to the first preferred stock
holders the balance of the proceed
realized upon such dissolution, sale O,
| liquidation, (and) (or) in lieu thereof
the assets in kind, shall be distribute
as follows: All the classified common
stock then issued and outstanding
whether in the hands of store mana
gers or others, and irrespective of tn
| length of time said store has been
existence and of its rate Of earning
shall forthwith be converted into un
classified common stock and class Z
preferred stock, or either, in accord
ance with the method prescribed /
Article XII hereof, excepting that tn,
date forming the basis Of the term.
of conversion shall be as fixed by th'
Board of Directors; thereafter til
holders of class A preferred stoc
shall be paid the amounts due to ther
as provided in Article VIII hereof, ant
after such payments to class 4 pre-
ferred stockholders have been made
each stockholder of unclassified com
mon stock shall be entitled to receiv
his pro rata share of the balance 0
such proceeds (and) (or) assets i
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 o
the income of the corporation is de
rived from any source other than thf
operation of all or any of the stores
of the corporation las the tern
Cooperation Of the stores" is defined IL
these articles) including income de
rived from cash dividends from any
subsidiary corporation, such porGlol
of the income, in the discretion CT
the board of directors, shall be: q
applied to the reduction of the operat
! ing expenses cf the corporation as
whole, or (2) (subject to the right'
of the fist preferred sto3K and c'as
A preferred stock credited to th'
book value Of the unclassified all
classified common stock in the pro
portions which the number of snare
issued and outstanding in eacn clas
Considering the unclassified c"nnno
stock for this purpose as one class .
stock) bear to the whole number 0
shares of common stock issued anc
outstanding; or any part Of said po1
ton of income may be applied q
stated under either o. OF (2) above
and the balance thereof in the othe
of the said two methods.
Article XVI
POWERS OF DIRECTORS fHG
DISPOSE OF CAPITAL STOCK:
Upon any issue for money, or othe
consideration, of any stock of the cor
poration, or upon its purchase by tn
corporation, whether authorized b.
these Articles of Incorporation, or b
subsequent increase of capital, anC
whether preferred or common stock
no stockholder shall be entitled O
right to subscribe for, purchase or re
L. L.