Arizona republican., 1901-02-10

mon stock; such dividends shall be cumulative, that is to say, if fin any year, the dividends paid shall amount to less than four per cent t4 per cenp per annum on such preferred stock. tho deficiency shall be 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 che preferred stock outstanding. there shall remain any surplus or net profits in the treasury of the corporation. Tn 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 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 i've equal partial payments. Whenever there is sufficient money in the sinking fund to make a partial payment to all of the holders of the preferred stock out standing. the boari of directors shal: immediately cause to be paid to 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 it's debts. the holders of the outstanding preferred stock shall be paid in full hoth the principal of their shares unpaid. and the accrued dividends charged, If the assets of the corporation. including surplus and accumulated profits arc sufficient: if the assets are not sufB- | 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 ratably | among the holders of such preferred stock.
 to redeem the unpaid principal Of the | preferred stock at par, and accrued dividends charged. all the surplus 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 a limitation upon the voing | 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 organization of the company.
 The common stock shall be subject to ahe 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 div- dends charged. or its 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 it's 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 entitled 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 uf the stock of the corporation may be issued by the di- rectors, payable by subscription and | puTcNase dt, or ieSS, OT fIOTe tIltH us 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 ! 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- | ton of the board of directors, in the absence of actuel fraud. in issuing stock for money. property or services or other consideration. shall be con- elusive ard irrevocable even if 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 Indebtedness or liability direct or contingent to which the corpora ton shall or can at any one