Meeting Minutes: 1914-12-13 Board
Special meeting of the Board of Directors this Thirtieth day of
December, 1914. Meeting called to order at 9:15 A.M. Present
were Fanny B. Wiss, J. Robert Wiss and Frederick C.J. Wiss.
The following resolutions were unanimously carried:
RESOLUTION OF BOARD OF DIRECTORS.
RESOLVED that it is advisable to amend Article Fourth of the
Certificate of Incorporation to read as follows:
"FOURTH: The amount of the total authorized capital stock of the
corporation is four hundred thousand dollars ($400,000.) divided into
four thousand shares of the par value of one hundred dollars each;
the amount of the capital stock with which the corporation will
commence business is one thousand dollars divided into ten shares of the
par value of one hundred dollars each.
"Of said capital stock of the corporation, to-wit:
Four hundred thousand dollars ($400,000.), one hundred thousand dollars,
represented by one thousand shares of the par value of one hundred
dollars each, shall be preferred stock and three hundred thousand dollars,
represented by three thousand shares of the par value of one hundred
dollars each, shall be common stock. No voting powers shall attach to
the shares of preferred stock.
"The holders of said preferred stock shall be entitled to
receive during each fiscal year, out of the net earnings of the company,
preferential cumulative dividends at the rate of six per centum (6%)
payable quarterly, half yearly or yearly as the Board of Directors shall
from time to time determine, but shall have no other preference; that is
to say, no dividend shall be paid in any year upon the common stock
unless and until the preferred stock shall have received dividends at the
rate of six per centum (6%) per annum from the time of issue thereof.
The holders of preferred stock shall not be entitled to any dividend in
excess of said six per centum (6%) per annum, but only the holders
of the common stock shall be entitled to share in any further dividend
which shall be declared or paid in any year."
FURTHER RESOLVED that a meeting of the stockholders, to take action
on the foregoing resolution be called, to be held at the principal office
the Company, 33 Littleton Ave., Newark, N.J., on the eleventh day of January
1914, at eleven o'clock in the forenoon.
There being no further business a motion to adjourn was carried.
Fanny B. Wiss Sec.