Arizona republican., 1905-01-27

pose of transporting oil gas and
 water to and from any and all
 points or places desired in the terri
 tory of Arizona, or elsewhere. and to acquire the right of way therfor, and
 to do a general real estate. manufac- turing and mercantile business, and to own, handle and control letters patent
 and inventions and shares of corpor- ate stock of other corporations; to borrow money and exchange notes, bonds, mortgages or deeds of trust to secure the same, and to exercise in respect of all such bonds, mortgages, notes, shares of capital stock and other securities and obligations, any and all rights, power and privileges of indi- Yidual owners thereof, including the right to vote upon any shares of stock held by it to the same extent that a natural person might or could do; and in general to do all things necessary to the proper conduct of the business of this corporation in the territory of Arizona or elsewhere.
 Fourth: The authorized amount of capital stock of this corporation is s300,000.O0 divided into three thousand (3000) shares of the par value of one hundred dollars $GOO.OO) each. of which one thousand GOOO) shares shall be preferred stock and two thou sand (20OO) shares shall be common stock. The preferred stock is preferred both as to assets and dividends, and out of the net earning of this cOrpOr- ation the preferred stock shall first be entitled to dividends amounting to seven CD per cent per annum before the common stock is entitled to any dividends whatsoever, and in the dis tributiOn of the assets of this cOrpOr- ation the said preferred stock shall also be preferred, and all outstanding pre- ferred stock shall be taken up and paid in full at par before any distribution of assets is made to any holder of com mon stock. The board of directors may at any time when they deem it advis- able pay out of the assets of the cor poration to the holders of the prefer red stock the par value thereof, to- gether with all accrued dividends and thereupon said preferred stock shall be cancelled. Or, at the option of the said board of directors they may pay to the holders of the preferred stock a pro-rata share of their stock at par, and thereupon said preferred stocH shall be reduced by the amount of such payment. The payment for the pre- ferred stock shall be in cash at par, twenty (20 per cenD per cent 
 and the balance in monthly install ments not to exceed ten (1O per cenO per cent in any one month as called for by the said board of directors. The common stock shall be paid for at such time and in such manner as the board of directors may determine and may be paid for by personal services or by the sale and transfer to this cor poration of real or personal property for the uses and purposes of this cor pOratIOn and certificates issued there for, and such common stock so issued shall thercupOn and thereby become fully paid and non-assessible and in the absence of actual fraud in the tram sGction the judgment of the said board os directors shall be conclusive as to tho value of the services rendered and to be rendered, and as to the value of the prol eTty purchased or acquired.
 Fifth: The time of the commence ment of this corporation shall be the date of the filing of these articles of incorporation in the offices of the au- ditOr of the territory of Arizona, and the termination thereof shall be twen- ty-five (25) years thereafter.
 Sixth: The government of this cor poration and the management of it's affairs shall be vested in and conduct ed by a board of eleven CID directors, and in a president, a first vice presi- dent, a second vice president a secre- tary and a treasurer. The president and vice presidents of the corporation shall be elected by and from the direc- tors. The secretary and the treasurer shall be elected by the directors but need not be either directors or stock holders of the corporation all of said officers shall be elected by the direc- tors at their first meeting after the ad- journment of the stockholders annual meeting. Seven CD of said directors shall be elected by the holders of the preferred stock and four (4)Of said directors by holders of the common stock, until such time as the preferred stockholders have received back the amount of their stock at par with ac- crued dividends, as hereinbefOre pro- vided, and after the preferred stock shall have been retired, as hereinbefore provided, the board of directors shall be elected by the holders of the com mon stock. The following named per sons shall constitute the first board of directors until their successors are elected or appointed:
 Robert A. Kirk, Frederick R. Bige- low, Edward A. KOnantz, Edward Howard MOrphy, William G. Strick- land, William c. Edwards Philip GiI- bert, L. H. Chalmers, H. B. Wilkinson, James w. Mccormick and N. A. Nor ford.
 Thereafter the board of directors shall be elected at the annual meeting of the stockholders, which annual meeting shall be held on the last Thursday in January of each year at such place as the bylaws of this cor poration may provide. The board of directors shall be elected from among the stockholders in such manner as the said bylaws may provide. Any va cancy in any of the offices or in the board of directors shall be filled by the board of directors for the unexpired term. The duties of the officers and directors of this corporation shall be