The Winslow mail., 1925-01-23


changed.
Provided, however, that no fraction
al shares shall be issued and that the
corporation shall pay in cash in lieu
of any fractional share the book value
thereof.
The status of the classified common
stock and of the unclasSified common
stock in effecting said exchange shall
be as of the last day of the calendar
year upon the net earnings of which
such exchange is predicated.
Article XIII.
DISCONTINUANCE OF ANY STORE
ID The Board of Directors may
at any time, if it deems it to be for
the best interests of the corporation,
discontinue any store; thereupon it
may in it's discretion, (A) transfer
the assets of said store to new
store about to be opened and insuch
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 at
such times and places, in such man
ner and upon such notice as it shall
deem best and shall pay and dis
charge all debts and obligations of
said store and all expenses of closing
out said 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 sur
plus assets shall be such that 1t may
lawfully do so, the corporation shall
purchase the said class of stock, from
the holders of the class of classified
common stock issued for said store
so discontinued, by payment to the
holders thereof sum equivalent to
such proportion Of the net amount
realized upon the sale or other dis
position of the assets of such store,
and of all other funds remaining after
discharge of its obligations, as the
par value of capital stock of said
class owned by said classified COM
mon stockholders bears to the total
store capital Of said store; and said
classified common stockholders shall
surrender their certificates of stock
to the corporation duly endorsed in
blank for transfer.
(2) No classified common stock of
the corporation purchased by it in
accordance with the provisions of this
Article shall thereafter be sold by the
corporation except for such considera-
tions as the corporation would be re-
quired by law and by the provisions
of these Articles to receive therefor
if such sale were an original issue.
Upon the sale by the corporation of
any classified common stock so pur-
chased by it, the Board of Directors
may, by resolution, change the class
thereof and cause new certificates to
be issued bearing the designation of
such new class. with the same effect
as if the classified common stock so
sold had been originally issued in
such new class.
Article XIV.
DISSOLUTION. LIQUIDATION OR
SALE OF CORPORATION AS AN
ENTIRETY-Upon any dissolution,
liquidation, sale or other distribution
of the assets of the corporation as
a whole, after the payment of the OBJ
legations of the corporation and the
amounts due to the first preferred
stockholders the balance of the pro-
ceeds realized upon such dissolution,
sale or liquidation, and Corr in lieu
thereof, the assets in kind, shall be
distributed as follows: All the classi-
fed common stock then issued and
outstanding, whether in the hands of
store managers or others, and ire
spective of the length of time said
store has been in existence and of its
rate. of earnings, shall forthwith be
converted into unclassified common
stock and class A preferred stock, or
either, in accordance with the method
prescribed in Article XII hereof, ex-
cepting that the date forming the
basis of the terms of conversion shall
be as fixed by the Board of Directors;
thereafter the holders of class A pre-
ferred stock shall be paid the amounts
d"e to them as provided in Article
VIII hereof, and after such payments
to class A preferred stockholders have
been made. each stockholder of un-
classified common stock shall be en-
titled to receive his pro rata share
of the balance of such proceeds and
(or) assets in kind.
Article XIV.
ALLEGATION OF NET EARNINGS
OF THE CORPORATION NOT EARN
ED THROUGH THE OPERATION OF
THE STORES-In every case where
any portion of the income of the cor
noratiOn ic derived from anV source
other than the operation of all or any
of the stores of the corporation Gas
the term operation of the stores" is
defined in these articles) including in
come derived from cash dividends
from any subsidiary corporation, such
portion of the income, in the discre-
tion of the Board of Directors, shall
be: (1) applied to the reduction Of
the operating expenses of the corpora
ton as a whole, or (2) (subject to the