The Winslow mail., 1925-01-02

| dendS or assets, nor guarantee ODu-
cations, stocks or dividends of any
subsidiary or other corporation, with
out the consent or vote of the hold
ers of seventy-five per cent (75qc) in
amount of the outstanding first pre-
| ferred stock; nor shall these Articles
of Incorporation be amended so as
to change the specific terms OF the
first preferred stock hereby created
without the unanimous vote or con-
sent of the holders of the outstanding
first preferred stock.
"a The corporation shall annual
ly, beginning with the fiscal year fol-
lowing any issue Of first preferred
stock, set aside as sinking fund
for the retirement and cancellation
of the first preferred stock, out Of the
surplus profits arising from the busi-
ness of the corporation and remaining
after the payment Of dividends on the
first preferred stock, a sum sufficient
to retire in one Of the methods here
matter provided an amount Of first
preferred stock equal to five per cent
(5Gn) of the largest amount OF first
preferred stock at any time Outstand-
ing during the year, provided that in
no event shall the sum so set aside
fall below such sum as may be neces-
sary to retire first preferred stock of
the par value of One Hundred Fifty
Thousand Dollars ($150,000). Except
that by reason of the fact that ]. G.
Penney Company, a Utah corporation,
has retired Twenty Three Thousand
Seven Hundred Dollars ($23,700) par
value preferred stock in excess of it's
annual requirements under the pro-
visions of the Articles of IncorpOra-
ton of, said Utah corporation, the
sum so set aside in the year 1925
shall not fall below such sum as may
be necessary to retire first preferred
stock of this corporation of the par
value of One Hundred and Twenty
Six Thousand Three Hundred Dollars
($126,300). If the sum set aside in
any year shall exceed the annual
amount hereby required the excess
may be deducted from the sum to be
set aside in a succeeding year. All
moneys so set aside as sinking fund
shall be applied as follows:
(a) At the option of the cor
poration to purchase during the
year in the open market at the
best prices obtainable, but not in
excess of One Hundred Five Dol
lars ($105) a share and accumu-
lated dividends to the date of pur-
chase, first preferred stock of the
corporation to such extent as the
sum in the sinking fund shall per-
NIT.
(b) The balance, if any, there
after remaining in the sinking
fund (unless such balance be less
than Five Thousand Dollars ($5,-
000), in which case the said sum
so remaining may be carried over
and added to the sum required to
be set aside in the next succeed
ing year,, shall be applied in such
manner and by such method as
the Board of. Directors may de-
termine during the first quarter
of the next succeeding year to the
redemption of first preferred stock
upon sixty (60) days notice by
mail to the holders of record of
the first preferred stock to be re-
deemed, at One Hundred Five Dol
lars ($105) per share and an
amount equal to accumulated divi-
uOIluS W Tie UdI0 VI IL.
Any shares of first preferred stock
purchased by the corporation or call
ed for redemption shall not be re-
issued or resold and shall be can
celled.
Article vi
CLASSIFIED COMMON STOCK =
Cd The classified common stock of
this corporation shall be divided into
classes; each class shall be designat-
ed by a distinct number and by a
name Indicating the locality of the
stere, to establish, operate or main
tain which, the consideration receiv-
ed for the issue of such stock shall
be used. In the event of classi-
fed stock dividend based on the sur
plus of store being converted into
capital for the use of one or more
stores, such capital shall be deemed
the Consideration received" for such
issuance of stock within the meaning
of this paragraph.
(2) The holder of each class of
classified common stock shall be en-
titled (subject to the rights of the
holders of first preferred stock and
| in preference to the holders of class
A preferred stock, and of all other
common stock, whether classified or
unclassified, to have credited each
year to the book value of their shares
on the books of the corporation the
same proportion of the net profits
| earned by the corporation, through
the operation of the store, against
which such class of classified COM
| mon stock shall have been issued, as
the par value of such classified com
mon stock bears to the total store
capital in such store. They shall also
| be entitled to be credited with their
proper proportion of the income speci-
| fed in Article XIV hereof All divi-
| dends, whether stock or cash, declar-
ed and distributed at any time by the
| Board of Directors out of current pro-
| fits or accumulated surplus so credit
ed to the book value of the holders
of each class of classified common
l stock Cha11 bo maid 0nIu fO tho