The Winslow mail., 1925-02-06

in cash equal to at least 7o6 of the
book value of such unclaSSified COM
mon stock, and when such net earn
ings equal 20G6 or more, the unclassi-
fled common stockholders shall be en-
titled to receive, and the Board of
Directors of the corporation must de-
clare and distribute a dividend in
cash equal to at least 1000 of the
book value Of such unclassified 'com-
mon stock. These provisions in no
way constitute a restriction upon the
maximum rate of dividends which may
be declared and paid upon the unclas-
sified common stock.
Provided, however, that the capital
of the corporation has not been i'm
paired by previous losses making it
necessary to restore the same before
the declaration and distribution Of
either of such dividends, and further
provided that the declaration and dis
tribution of either of such dividends
provisions of Articles V and VIII per-
tanning to first preferred stock and
class A preferred stock.
(3) Said unclassifed common stock,
without nominal or par value, may
be issued by the corporation from
time to time for such consideration as
may be fixed from time to time by
the Board of Directors therefor.
(4 Subject to the provisions of
paragraph (2) of this Article, the
Board of Directors may cause to be
accumulated all or any part of that
portion of the net earnings accruing
to the benefit of the unclassified COM
mon stockholders for use in further
ance of the business of the corpora
ton, and may declare and distribute
stock dividends of unclassifed COM
mon stock converting all or any part
of said earnings into capital.
Article X.
RESTRICTIONS ON THE SALE OF
UNCLASSIFIED COMMON STOCK
The subscriptions for and ownership
of all unclassified common stock in
this corporation are made and taken
upon the condition that the purchas-
er, owner or holder thereof desiring
to sell the same, shall first deliver
the same to the Board of Directors
for sale, who shall fix the prive to
be paid to said stockholder for said
stock by computing the value of said
shall ascertain the book value of said
stock as of the last day of the calen-
dar month in which the stockholder
delivers his stock, as established by
the accounting methods employed by
said corporation at the time delivery
is made. (2) it shall ascertain the
good will value of said stock by the
method then in use by the corporation
as set forth in its bylaws or by reso-
luton of the stockholders or Board
of Directors. The total of the book
value of the stock and one-half its
good will value as ascertained (if
any shall be the price to be paid to
the stockholder.
AS soon as the price of said stock
has been fixed, and the stockholder
has been notified of such fact the cor
poration acting through its Board Of
Directors shall have the right within
the sixty days next succeeding, but
not later than 80 days after delivery
of the stock to the Board of Directors
for sale, either to purchase said stock
at said price out of the surplus funds,
forming a part of the book value of
the unclassifed common stock, or to
sell same at said price to any person
or persons.
Providing, however, that the pur-
chase by the corporation of any such
shares of the unclassified common
stock shall in no way be in deroga-
tion of the rights of the first preferred
stockholders as set forth in Article V
hereof
If at the end of said sixty day
after the delivery of the stock to the
Board of Directors for sale, the cor
poration fails either. to purchase said
stock or to sell the same, the stock
holder offering such unclassified COM
mon stock for sale shall be free to
make such sale of his stock as he
sees fit.
This restriction upon the sale of un-
classified common stock may be
amended modified, or abrogated by
vote of the holders of majority of
the shares of common stock, classi-
fled and unclassified, at a regular
meeting or at a special meeting of
such stockholders called for such
purpose in accordance with the pro-
visions of the bylaws upon thirty (30)
days written notice.
In the event that said unclassified
common stock is purchased by the
corporation, it may either be retired
Or reissued and resold as provided in
Article XVI hereof.
These provisions shall be binding
upon the successors, heirs, admins
traitors, executors or assigns of the
holders of unclassified common stock
of this corporation.
Article XI.
LIMITATION ON OWNERSHIP OF
CLASSIFIED COMMON STOCK; CON-
VERSION OF CLASSIFIED COMMON
STOCK INTO CLASS A PREFERRED
AND UNCLASSIFIED COMM
STOCK-Classified common stock
shall be issued to such store managers
as the Board of Directors may desig-
nate, in order to preserve the benefits
of the original j. G. Penney plan for
individual responsibility in the man
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