Arizona republican., 1901-02-07

cumulative, that is to say, if in any year, the dividends paid shall amount to less than four per cent (4 per cenp per annum on such preferred stock. tn, deficiency shall be a charge on the ne. profits and be payable, but 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 ghe preferred stock outstanding, there shall 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 Ey- the board of directors. all said surplus or net profits shall constitute sinking | fund which shall be used solely for l 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 partial payment to all of the holders of the preferred stock out
 standing, the boari of directors shal: | immediately cause to be paid lto the holders of the outstanding preferred stock the partial payment then due. | 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 both 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 sufb-
 cient to redeem the said stock at par
 and the accrued dividends charged, then all tine said assets, or their pro-
 ceeds. shall be distributed raiahiy
 among the holders of such preferred
 stock.
 IL the assets are more than sufficient to redeem the unpaid principal of the preferred stock at par, and accrued I dividends charged. all the surpius funds and assets remaining after such redemption. shall belong to and be di-
 vided ratably 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
 notwthsta nding. said provision of
 these articles of association having
 been agreed upon between the parties
 to these presents as constituting a condition precedent to the organization 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 divi- 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- quired to provide for the maintenance. improvement, enlargement and opera
 tion of the property and business of the corporation. or for the payment of
 its liabilities, shall be applicable and
 may. in the absolute discretion of the
 board of directors, be distributed as
 dividends among the holders of the common stock when, and as from time
 to time. the same shall be declared by the board of directors
 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 entFtled 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 1 purchase at, or less, or more than it's
 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- assessable, and not liable to any fur l 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 evca if issued for money, property, services or other consideration far less valuable than | the. par value os 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 indebtedness or liability direct or contingent to which the corporation shall or can at any one time be subject, shall not exceed two- l at