Arizona republican., 1901-02-09

| year, tilS ulNiueHuS pdlu sHdlI dHiouHt to less than four per cent t4 per cent, per annnm on such preferred stock. th> deficiency shall be a charge on the n.. profits and be payable. bu. without in terest, before any dividends shall be paid upon or set apart for the common stock. If, after providing for the pay ment of full dividends for any fiscal year, or proportional amount for any shorter period on che preferred stock | outstanding, there snail remain any surplus or net profits in the treasury of the corporation, in excess of the amount set aside for working capital and surplus fund reserved by the board of directors, all said surplus or net profits shall constitute sinking l fund which shall be used solely for the redemption of the preferred stock outstanding, the whole, or any part of which shall be subject to redemption on the date of the payment of any dividend. The redemption of the pre- ferred stock shall be made in five equal partial payments. Whenever there is sufficient money in the sinking fund 10 make a partial payment to all of the holders of the preferred stock out standing, the boarl of directors shall | immediately cause to be paid to the holders of the outstanding preferred stock, the partial payment then due. l In the event of the liquidation or dissolution of the corporation, or upon | final distribution of its assets, and after the payment of its debts, the holders of the outstanding preferred stock shall be paid in full h1th the principal of their shares unpaid. and the accrued dividends charged. if the assets of the corporation. including surplus and accumulated profits are sufficient if the assets are not suffi- cient to redeem the said stock at par and the accrued dividends charged. then all the said assets. or their pro- ceeds. shall be distributed ratahly among the holders of such preferred stock.
 II the assets are more than sufficient to redeem the unpaid principal Of the | preferred stock at par, and accrued dividends charged. all the surplua funds and assets remaining after such redemption. shall belong to and be d. vided riitably among the holders of the common stock of the corporation.
 | The holders of the preferred stock shall have no voting power whatsoever on any question. the votipg power be- ing vested exclusively and irrevocably in the holders of the common stock. The foregoing provision shall be con strued as limitation upon the voting power of the holders of the preferred stock of the company, any future law of Arizona in any wise to the contrary notwithstanding. said provision of | these articles of association having been agreed upon between the parties | to these presents as constituting a condition precedent to the ganization of the company.
 The common stock shall be subject | to the prior rights of the holders of | the preferred stock as herein declared. If. after the outstanding preferred stock has been fully redeemed at par, | both the principal and accrued diyi- dends charged, or it's full payment pro- vided for, there shall remain any sur plus or net profits in the treasury of the corporation. all or any portion of such surplus or net profits not, in the ' opinion of the board of directors, re- I uuli ko ploNtut LOt tlt | improvement. enlargement and opera | tion of the property and business of the corporation, or for the payment of i its liabilities, shall be applicable and may, in the absolute discretion of the board of directors, be distributed as i dividends among the holders of the common stock when, and as from time ! to time. the same shall be declared by the board of directorx.
 | From time to time the preferred and common stock shall be issued in such amounts and proportions as shall | be determined by the board of direct ors; or they may in lieu thereof au- | thorize the treasurer or secretary to issue receipts or preliminary certifi- | cates to those sntftled to stock, which receipts or certificates will entitle the holder thereof on demand to the stock represented thereby, and to all its ben | efits Any or all of the stock of the corporation may be issued by the di- rectors, payable by subscription and purchase at, or less, or more than its par value, or 1t may be issued for lands. or other property, either real or personal, conveyed or assigned to this company; or for the stock of any com pany or companies, or, for any other property, or for service rendered.. or for any other consideration the board of directors or the executive commit tee may determine, and the stock so issued shall be declared and forever be deemed fully paid up ard non assessalhe, and not liable to any fur ther call or assessments or debts of the company, neither shall the holder thereof under any circumstances, ever be liable in any way whatsoever, for any further calls or payments. The ac- tion of the board of directors, in the absence of actual fraud, In issuing stock for money. property or services or other. consideration, shall be con- elusive ard irrevocable even # Issued for money, property, services or other consideration far less valuable than the par value o; the stock.
 The private property of the stock holders of this corporation, shall un- der all circumstances and forever. be exempt from all corporate debts. The highest amount of inde ebtedness or liability direct or contingent to which the corporation shall or can at any one time be subject, shall not exceed two- thirds of the par value of It's total authorized capital stock.