The news-herald., 1902-12-06

declare dividends on the common stock
up to seven per centum per annum for
all previous years in which no diVi-
dends have been paid On such common
stock; and whenever seven per centum
per annum has been paid both to thu
preferred and the common stock thu
board Of directors may out of any then
remaining surplus or net profits declare
dividends to all the outstanding stock
of the company, both common and pre-
| ferred at the same per centum rate.
In the event of any liquidation or dis.
solution or winding up (whether volun-
tary or Involuntary Of the corpora
shall be entitled to be paid in full both
unpaid divid endaurcsaf on.uandI Inf
the par amount of their shares and the
unpaid dividends accrued thereon at
seven per centum before any amount
shall be paid to the holders Of the COM
mon stock; and after the payment to
the the holders of tho preferred stock
of its par value and the unpaid accrued
dividends thereon at seven per centum
per annum. the remaining assets and
funds shall be divided and paid to the
holders of the common stock according
to their respective shares. At sucn
time as the board of directors may by
resolution direct, said capital stock
shall be paid into this corporation
either in cash or by the sale and trans
fer to it of real or personal property for
the uses and purposes Of said corpora
ton, in payment for which shares OF
the capital stock OF said corporation
may be issued, and the capital stock
so issued shall thereupon and thereby
become and be fully paid up and non
assessable, and in the absence of actual
fraud in the transaction the Judgment
of the board of directors as to the value
Of the property purchased shall be con-
elusive.
Fourth: The time Of the commence
mcnt of this corporation shall be the
date of the filing of these articles of in
corporation in the Office of the Secre-
tary of Arizona. and the termination
thereof shall be twenty-five years
, thereafter
Fifth The affairs Of this corpora
tion shall be conducted by board OF
seven (7 directors, and the following
named shall constitute the board of di-
rectOrs until their successors are elect
ed: Ora E. Chaplin, Noah B. Dewey,
. Willis r. Barker, O. p Barker, E. l..
Gross, F. r. Levings and L. G. Sweet
ser. And the board Of directors shall
have power to appoint All executive
beard of three (3) members from their
own number, whose acts shall be bind
ing up the board of directors and upon
the company, and the following named
, shall constitute the executive board
until their successors are elected: Ora
E. Chaplin, Willis E. Barker and Noah
B. Dewey. Thereafter the board of di-
rectors shall be elected from among the
stockholders as the bylaws of the cor
) pOratiOn provide, and the executive
. board shall thereafter be elected by the
board of directors as the bylaws Of the
corporation provide Tho officers OF
said corporation until their successors
are elected shall be: Ora e. Chaplin
President; o. P. Barker, Vice Presi-
Do VII h
, B. Dewey, Treasurer. No director or
member Of the executive board or Off
, Ger of the corporation need be a resi-
dent of Arizona, but may be a resident
. of any state, territory or country Meet
? ings of the shareholders or directors or
the executive board may be held and
the records and books Of the corpora
tion may be kept at the office of the
corporation in the city Of Chicago and
state of Illinois, or at any branch Office
of the corporation. whether within or
without the Territory of Arizona, as
may be established by the board Of d.
rectors or the executive board.
Sixth: The highest amount of in
debtedness or liability, direct or con-
tingent, to which this corporation is at
any time subject, shall be five hundred
thousand dollars ($5OO,OOO), which
amount does not exceed two-thirds of
the amount Of the capital stock.
Seventh: The private property OF
the stockholders of this corporation
shall be exempt from corporate debts
of any kind whatever.
In witness whereof, we have here
unto set our hands and seals this TIN
day of October, A. d. 1902.
(Signed)
ORA E. CHAPLIN. CSeaN
WILLIS f. BARKER. (Seal)