ARTICLE TWENTY-TWO.

DIVIDENDS.

Form 3110.

Declaring Dividends-Common Stock.

Resolved, That a dividend of five per cent. on the capital stock of this company be and the same is hereby declared payable out of the surplus earnings of the company to the stockholders according to their respective holdings; the same to be paid on the day of

19-.

Form 3111.

Declaring Dividends-Common Stock-Another Form.

Whereas, it is shown from the report of the treasurer that this corporation within the last preceding six months has earned a net profit of $25,000.00 and more; and

Whereas, it is further shown that this corporation has no existing bonded indebtedness, and no indebtedness other than current expenses; and

Whereas, it is shown from the treasurer's report that the corporation now has on hand deposited to its credit more than $25,000.00 in cash;

Therefore, Be It Resolved, That a dividend of five per cent. on the capital stock of this company be and the same is hereby declared payable out of such surplus earnings of the company to the several stockholders according to their respective holdings, the same to be paid on the

day of

19—; and

Be It Further Resolved, That the secretary give notice to all stockholders of the amount and date of payment of such dividend.

Form 3112.

Declaring Dividends-Common Stock-Another Form.

Resolved, That a dividend of one hundred fifty per cent. on the capital stock of this company be declared, out of the earn

ings of the year 19-, payable as follows: thirty-seven and one19-; thirty-seven and one-half per cent.

half per cent. on

-, 19—; 19, to stock

on —, 19—; thirty-seven and one-half per cent. on thirty-seven and one-half per cent. on holders of record at the close of business on the day preceding each of the aforesaid dates, respectively, and that the residue of the accumulated profits of the company be reserved as working capital.

(Construed in Beattie v. Gedney (N. J. Ch.), 132 Atl. 652.)

Form 3113.

Declaring Dividends-Preferred Stock.

Resolved, That the semi-annual dividend of three per cent. upon the outstanding preferred stock of this company be and hereby is declared, the same to be payable from the surplus profits of this company to the stockholders of preferred stock as appear of record on the day of, 19-; said dividends - 19-.

to be paid on the

day of

Resolved Further, That the treasurer (secretary) of this company be and he is hereby instructed and directed to give due notice of such dividend and to pay the same on the day and date aforesaid.

Form 3114.

Declaring Dividends-Preferred Stock-Another Form.

Resolved, That a dividend of seven per cent. be, and the same is hereby, declared on the preferred stock of this company, payable, 19, out of the surplus earnings for the last calendar year to all stockholders of record on the

day of

19-, and that the transfer books be closed at 3 o'clock in the afternoon of the day of, 19-, and opened on the 19-, at 10 o'clock a. m.

day of

Form 3115.

Declaring Dividends-Preferred and Common Stock.

Resolved, That a semi-annual dividend of three and one-half per cent. be, and the same is hereby, declared on the preferred

stock of this company, payable out of the surplus earnings of the calendar year 19-; and a semi-annual dividend of two per cent. be, and the same is hereby, declared on the common stock of this company, payable out of the surplus earnings of the calendar year 19, both of said dividends to be paid stockholders of record on the -day of Further Be It Resolved, That the transfer books of said company be closed at 3 o'clock in the afternoon of, 19—, and opened on the

day of

19, to all 19-; and

19—, at 10 o'clock a. m.

Form 3116.

Declaring Dividends-Preferred and Common Stock

Another Form.

Whereas, the surplus profits and earnings of this company now exceed the sum of $20,000.00, required by the by-laws of this company to be held as reserve; and

Whereas, such profits are not now required in the operation and prosecution of the business of this corporation; and

Whereas, such surplus profits are now available for the payment of dividends;

Now, Therefore, Be It Resolved, That a dividend of five per cent. be, and hereby is declared on the preferred stock issued and outstanding of this company, and a dividend of four per cent. on the issued and outstanding common stock of this company, the said dividends to be payable from such net profits of the company to the holders of such preferred and of such common stock appearing of record on the day of ——, of, 19—.

And Be It Further Resolved, That the treasurer of this company be and he is hereby fully authorized and instructed to pay said dividends on the day of, 19-, and to give proper notice of such dividends to the stockholders of record entitled to receive the same; and to take all other proper and necessary steps to carry out the purposes and intent of this resolution.

Form 3117.

Declaring Dividends-Stock Dividends.

Be It Resolved, That a dividend of the seventy-nine thousand

and five hundred shares of the Colorado Mining Company's

stock, received as the purchase-price for the company's real and personal property, be and it is hereby declared, and that the same be paid on the basis of two hundred and sixty-five shares of said Colorado company's stock for every one thousand shares of this company's stock, and that said dividends be paid by the secretary to the stockholders of this corporation pro rata with their holdings as shown by the books of the company upon delivery by said stockholders to the secretary of this corporation for cancelation, all their indorsed certificates of stock in the Success Mining Company.

(From Kimball v. Success Mining Co., 38 Utah 78, 110 Pac. 872.)

Form 3118.

Declaring Dividends-Stock Dividends-Another Form.

Whereas, there having been expended for permanent improvements and betterments, including machinery, barges, flats, etc., during the years 19, 19, and 19-, more than $160,000.00, all of which sum has been furnished from the net earnings of the company and fairly belongs to the stockholders of the company.

Therefore Resolved, That the directors of this company be, and hereby are, authorized and requested to direct the president and secretary of the company to issue one thousand shares of the capital stock of the company, to be divided pro rata among the present stockholders of this company, as follows: (Here set out).

(See Great Western Mining & Mfg. Co. v. Harris, 128 Fed. 321.)

Form 3119.

Declaring Dividends-Stock Dividends-Another Form.

Whereas, the authorized capital stock of the C. L. Percival Company was, at the annual meeting of the stockholders on

19, increased by amendment to its articles of incorporation from $50,000.00 to $100,000.00, in order to take care of the growing needs of the company; and whereas, the surplus or undivided earnings of the C. L. Percival Company, as of the

day of

19-, amounted in the aggregate to $47,345.28; and

whereas, it is deemed advisable to set aside of the surplus or undivided earnings of the company the sum of $30,000.00 as a stock dividend to the common stock now outstanding, amounting to $20,000.00; and whereas, it is desired to sell for cash at not less than $150.00 per share the remaining portion of the increased issue of common stock, i. e., $25,000.00, therefor be it.

Resolution: Resolved, That the board of directors of this company are hereby authorized and directed to declare out of $30,000.00 of such surplus a stock dividend of one hundred fifty per cent. of the par value of the common stock of this company and issue certificates therefor among the stockholders as they appear of record on this day of —, 19—.

(Construed in Sexton v. C. L. Percival Co., 189 Iowa 586, 177 N. W. 83.)

and

Form 3120.

Declaring Dividends-Stock Dividends-Another Form. Whereas, the capital stock of this corporation is $100,000.00;

Whereas, the corporation has accumulated property and assets of the reasonable value of $125,000.00; and

Whereas, the corporation needs its present available funds for the prosecution and enlargement of its business; and

Whereas, the capital stock of this corporation might properly and legally be increased to $125,000.00;

Therefore, Be It Resolved, That the stock dividend of $25,000.00 divided into 250 shares of the par value of $100.00 each. be and the same is hereby declared; and

Be It Further Resolved, That the proper officers of this corporation be and they are hereby authorized and directed to issue to the stockholders of this corporation the said $25,000.00 in stock and deliver the same to the stockholders according to their present respective holdings, as shown by the stock and transfer books of this corporation.

(See §§ 5263-5266.)

Form 3121.

Letter Advising of Stock Dividend.

Holders of common stock, class A, are given the right to subscribe to additional shares of common stock, class A, of this