Arizona republican., 1901-02-06

mon stock: such dividends shall be cumulative. that Is to say. if in any year. the dividends paid shall amount to less than four per cent (4 per cent, per annum on such preferred stock. thA 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, pn the 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 a 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 10 redemption on the date of the payment of any dividend. The redemption of the pre- ferred stock shall be nude 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 sha!: 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 os it's assets, and after the payment of its debts. the holders of the outstanding preferred stock shall be paid In full tsoth 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 suf,- 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 preferyed 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 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 limitation upon the vadng power of the holders of the preferred stock of the company, any future law of Arizona in any wise to the contrary notwithsta 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 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- quired to provide for the maintenance. improvement. enlargement and opera ton 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 dlrectorG
 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 10 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 srendered. or for any other consideration the beard of directors or the exlc&tive commit tee may determine, zhe stock so issued shall be d1l &re 6Ad forever be deemed fully paid ID and non assessable, and not liable to any fur ther call or assesssetits or debts of the company, neither shall the holder thereof under any circumstances, ever be nabie in any way tatsoever, for any further calls or pa, .-.ents. The ac- ton of the board of directors. in the absence of actual fraud. fin issuing stock for money. property or services or other consideration. shall be con- elusive ard irrevocable svcu if Issued for money, property, services or other consideration far less valuable than the par value Q: 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 \ be cnrnoro ffop cha n ar go n pt a nv ono