The Winslow mail., 1925-01-23

funds of the corporation for the open
ing, maintenance and operation of said
| store. The term operation of the
| store" as used in these Articles shall
include any use incidental to the busi-
ness of the corporation or of any
store thereof to which the moneys in
vested in or set apart for said store,
or acquired by said store as surplus,
shall be put.
(3) In every case-(A) Where the
store capital in any store has become
impaired through losses, or OBJ Where
any store has debts and obligations
over and above its assets, all the
classified common stock of every class
owned by each stockholder in said
losing or indebted store, shall be sub
ject to special assessment to restore
said capital or pay said debts in the
discretion of the Board of Directors.
In all cases where the Board of Di-
rectors is unable to collect from any
| classified common stockholder or
stockholders, in such losing or in
debted store, in and by the method
prescribed in this paragraph (3), such
proportion of the amount necessary
to restore to par the store capital of
said store, or to pay the debts and
obligations of such store, as the par
value of his or their shares in such
store bears to the total store capi-
tai, then the portion of his or their
share of such assessment which the
Board of Directors is unable to col
lect, shall be pro-rated among all
the remaining classified common stock
holders in such store and the general
funds of the corporation representing
the book value behind the class A
preferred stock and the unclassified
common stock, in accordance with
their respective investments of store
capital in such store, and the amount
of assessment on the classified COM
mon stock of such remaining classi-
fled common stockholders in such
store shall be limited to such pro-
rated amount.
Such assessment shall be paid tC
the corporation by each classified
common stockholder upon whose stock
it is levied, within thirty days after
written notice is mailed to him at his
last known post office address. When
any classified common stockholder
|
time such payment is due the Direc-
tors may sell, by the same method
as is set forth in Article VII of these
Articles, so much of the classified
common stock of said stockholder az
will pay all assessments then due
from him with interest and all Incl.
dental expenses, and shall transfer
the shares so sold to the purchaser
thereof who shall be entitled to g
certificate therefor, with the same
force and effect as though the certi-
ficate of the defaulting stockholde1
had been delivered and cancelled, anC
the defaulting stockholder shall have
no further rights in said stock so sold
except that upon surrender of his GER
tificates of classified common stock
so sold as aforesaid, duly endorsed fol
transfer, he shall be entitled to be
paid any amount received by the cor
poration on said sale in excess of his
liability under the special assessment
levied plus the interest, cost and ex-
penses of selling said stock.
a. The Board of Directors may
cause to be accumulated all or any
part of the portion of the net earn
ings of any store with which the
classified common stockholders are
entitled to be credited as above sci
forth in paragraph (2) of this Article
for use in furtherance of the bust
ness of the corporation, and may con
vert all or any part of said net earn.
ings into capital and declare and dis.
tribute stock dividends of classified
common stock of the same or any
other class, to the holders of the
classified common stock of the store
whose earnings are so converted
ratably according to their holdings Of
stock in said class.
Article VII.
RESTRICTIONS ON SALE AMI
OWNERSHIP OF CLASSIFIED COM
MON STOCK-O The subscriptions
for and ownership of all classified
common stock in this corporation are
made and taken upon the condition
that the purchaser, owner or holder
thereof, desiring to sell the same
shall first deliver the same to the
Board of Directors for sale, which
Board of Directors shall fix the price
to be paid for said stock by comput
ing as of the last day of the calen
dar mont in W ich the holder delivers
his stock, the value of said stock
which valuation shall be the bool
value of said shares of stock as es
tablished by the accounting methods
employed by said corporation at the
time said delivery is made; good will
or other items not regularly listed or
the books of the corporation as assets
or liabilities shall not be taken into
consideration in fixing such value.
AS soon as the price of said stocl
has been fixed, and the stockholdel
as been notified of such fact, the
Board of Directors shall forthwith
offer the same for sale at said price
to the stockholders holding the class
of classified common stock offered fol
sale, who shall have thirty 900 days
time in which to exercise their right
to purchase the same at said price, un