The Arizona sentinel., 1907-05-08

der and by virtue of the laws of the Territory of Arizona. duly and lawfully convened and held at the company's office, Room 254, Will cox building, in the city of Los Angeles, state of California, on Thursday, the 4th day of April, 1907, at which meeting a quorum of the said board attended and participated in the proceedings thereof, it was resolved by unanimous vote of the said meeting that a meeting Of the stockholders of the said cor poration should be called and held on the 2Srd day of April, 1907, at the hour of a.m., of said day, in the town of Yuma, Territory of Arizona, that being the company's principal place of business in the Territory of Arizona, and at the office therein of J. w. Darlington, the company's agent for said Territory, that mo- tice Of said meeting should be given by the secretary of the company to all the stock holders in writing by mail, as provided in the company's bylaws, and that said meet ing was called for the reason that in the judgment of the board of directors it was to the interest of the corporation that its capi- tai stock should be increased and its articles of incorporation be amended so that the cap- itaI stock of the corporation should be in- creased by the issuance of 250,0O0 additional shares of stock of the par value of one dollar per share, which should be preferred as 10 dividends to the extent of eight per cent per annum, and also that this corpora ion might have power to subject itself at any time to an indebtedness and liability of $500 600.
 That thereafter, and pursuant to the by laws Of said corporation, the secretary of said corporation did give due and legal notice of the holding Of said meeting to all and every the stockholders of the corporation, and that on Tuesday. the 2Srd day of April, 1907, at the hour of a. m. on said day, at the office of J. w Darlington, the company's agent in the Territory, in the town of Yuma, and Territory of Arizona, the stockholders of the Montezuma Mining and Smelling Com- pany did, pursuant to the said call, assemble, and the meeting provided for therein was duly and legally held.
 That the capital stock of the Montezuma Mining and Smelling Company authorized by its original articles Of incorporation was the sum of sl.OOO, ,OOO.OO. divided into 100000 shares of the par value of one dollar each, and that at the time said meeting was called and notice thereof given and at the time of holding the said meeting, 67O, ,3Ss of said ,OOO, 600 shares were subscribed and issued and outstanding the treasury of said corporation
 
 were in the treasury of the said corporation.
 That at said meeting there were lawfully present and represented, either in person or by proxy, 603, ,59S shares of the subscribed and issued stock of the corporation outstand- ing its treasury; that said meeting came to order and organized, and the proxies for the stock represented thereby at said meeting were read to the meeting and by resolution 6 clared, in each instance, sufficient written evidence of the proxy-holder's right to act for his principal, and that said proxy-hOlder and agent was acting by the authority of his principal in each case. That at the said meet ing It was by resolution duly and regularly made and second ed Resolved that the articles of incor- poration of The Montezuma Mining and Smelling Company toe amended so that the said articles shal read:
 ARTICLE l.
 The name of this corporation shall be 'The MOnteZuma Mining and Smelling Company, and its principal place of business shall be at the town O! Yuma, county of Yuma, Terri tory of Arizona, with a branch office at the city of Los Angeles, State of California, where meetings of the stockholders aud directors may be held as provided in the bylaws of said corporation.
 ARTICLE II.
 The general nature Of the business of said company shall be mining for gold. silver and other precious metals and minerals, acquir- ing by location, purchase. lease or otherwise mines, mineral and other lands, mill sites and water rights; buying. selling. leasing, lnortgaging and dealing in real property, merchandise and other personal property; making, buying and selling bills, notes, bonds and debentures; erecting and operat- ing Smelters, mills, refineries and other works for milling, reducing and treating ores and minerals; building roads, tram ways, railroads, pipe lines, pumping plants and canals on or from the coInpany's mines and works, and to do all other things need full to conduct a general mining business, either in the Territory of Arizona or any oth- CT state or territory in the United States.
 ARTICLE III.
 The capital stock of said company shall consist of one million, two hundred and fifty Q,2jO.O0O) shares of the par value of one dol lar CSl.00) each; said capital stock shall be divided into two classes as follows, to-wit: One million Q,OOO,OOOl shares of the par value Of one dollar (Sl.OO per share shall be com- mon stock, and two hundred and fifty thous- and (2j0,0O0) shares of the par value of one dollar ($l.O0) per share shall be preferred stock; said stock, and both classes thereof, upon issuance shall be paid for in cash at such sum or price, or its equivalent in prop erty conveyed to said company, as shall be fixed and determined by the board of direc- tors of said company, and when so issued shall forever be non-assessable, The pre- ferred stock shall possess the following incl dents and characteristics differentiating it from common stock. and no other. It shall be entitled to a cumulative preference as to dividends out of the net earnings of tEe con- pany to be declared from time to time by the board Ofdirectors as earned; such cumulatiy ye preferred dividends shall be in the first in- stance at the rate of eight per cent (S90 per annum, and shall, when and as earned and declared, be payable semi-annually. After the payment of such cumulative dividend Of per cent (SeS) per annum on the issued and outstanding preferred stock in any year, div idends may be declared, cut of the surplus net profits, by the board Of directors on the common stock, in such sums and amounts as in the opinion of the board of directors the said surplus net profits or earnings of the company shall justify, until the common stock shall have received dividend equal to that received by the preferred stock After the payment of dividends of eight per cent (SsS) per annum as above provided on both the issued and outstanding common and pre- ferred stock, any surplus net profits or earn