The Winslow mail., 1925-01-23

gregate to $15,000,000 and 100000
shares of unclassified common stock
without nominal or par value. The
amount of capital stock with which
this corporation will commence busi-
ness is Six Thousand Dollars ($6,000)
Article V.
FIRST PREFERRED STOCK-Q)
The first preferred stock shall not be
assessable for any purpose whatever.
The private property Of the holders
of said first preferred stock shall not
be liable for the obligations or debts
of the corporation in any amount or
to any extent whatever. Said frst
preferred stock shall be entitled from
the date of it's issue to cumulative
dividends at the rate of seven per
cent (706) per annum, payable quar-
terly on the last day of March, June,
September and December in each year.
If the corporation shall fail to pay
such dividends quarterly on all the
outstanding first preferred stock all
accumulated dividends thereon shall
be fully paid before any dividends
shall be set apart, declared or paid
upon the class A preferred stock, un
classified common stock, Or any classi-
fed Common stock; and the first pre-
ferred stock shall be entitled to no
further dividends. The first preferred
stock shall be redeemable in whole
or in part on sixty (60) days notice
by mail at One Hundred Five Dol
lars ($105) per share and an amount
equal to accumulated dividends to the
date of redemption, although not
earned or declared; when any re-
demption is made of part of the first
preferred stock outstanding, it shall
be in such manner and by such meth
cd as the Board of Directors shall
determine. Upon any sale of all the
assets of the corporation or upon any
liquidation of the corporation, in
whole or in part, whether voluntary
or involuntary, except upon the dis
continuance of a branch in accord
ance with the provisions of Articles
XI and XIII, the holders of the first
preferred stock shall be entitled to be
paid one hundred five per cent 0050o)
of the par value thereof, and an
amount equal to the accumulated divi-
dends to the date of payment, al
though not earned or declared, before
any payments are madeto the holders
of any classified common stock, class
A preferred stock, or unclassified COM
mon stock; and the holders of the
first preferred stock shall be entitled
to no further payment. If the earn
ings of the corporation for any quar-
ter shall be insufficient to pay the
dividends for that quarter on the first
preferred stock such dividends may
be paid out of earned surplus.
(2) Subject to the provisions of
law and of this paragraph, the first
preferred stock shall be issued at
such prices, and for such considera-
tions, at such times, in such manner,
and in such amounts as the Board of
Directors shall determine. Two Mil
lion Two Hundred and Twenty Six
thousand Three Hundred Dollars ($2,-
226,30O) par value of said first pre-
ferred stock may be issued at once;
further issues of first preferred stock
may be made at any time, provided
that the annual net earnings and in
come for the preceding fiscal year,
after reserving an amount sufficient
to pay federal and state income taxes
for such preceding fiscal year, shall
at least equal three times the annual
dividend requirements on the first
Epreferred stock outstanding and that
proposed to be issued, and further
that the net quick assets after pay
ment of the dividends on the outstand-
ing first preferred stock and including
the consideration to be received for
that proposed to be issued shall equal
at least one hundred fifty per cent
(15001) of the par amount of the first
preferred stock outstanding plus that
proposed to be issued. While any of
the first preferred stock is outstand-
ing no dividends shall be set apart,
declared or paid on any classified COM
mon stock, class A preferred stock
or unclassified common stock, nor shall
there be any purchase, redemption or
retirement by the corporation of any
classified common stock, class A pre-
ferred stock or unclassified common
stock, unless the net quick assets
after payment of such dividends or
after any purchase, redemption or re-
tirement of such stock are one hun
dred fifty per cent (150q0) of the par
; amount of such outstanding first pre-
ferred stock, nor unless the total
quick assets at the end of the pre-
ceding fiscal year are one hundred
seventy-five per cent (175&) of the
total liabilities, nor unless the net
earnings for said preceding fiscal
year, after deducting the amount paid
for federal and state taxes due in said
year, are equal to three times the an
nual dividend requirements on first
, preferred stock outstanding either at
, the time of the declaration of such
; dividend on classified common stock,
, class A preferred stock or unclassi-
, fed common stock or at the time of
| any purchase or retirement of such
stock, nor if the sinking fund pro-
| vided for in paragraph numbered (4
| of this Article is in arrears. Quick
assets as used in this paragraph shall
consist of cash on hand and in bank,
hills notes and accounts receiYahle.