Arizona republican., 1910-05-29

property both real and personal; to
| own and operate factories and stores;
to acquire, own, hold and dispose Of
the capital stock of other corporations:
to make contracts and leases, execute
mortgages and bonds, and to engage in
any line of business or do any act or
thing which may be hereafter decided
upon by its Board of Directors; and
this corporation shall be entitled to all
the rights and powers which now are
or may be hereafter bestowed upon
corporations by law.
Article "
Capital Stock.
Section l. The authorized capital
stock of this corporation shall be Five
Million Dollars (s5.OOO.OOO), divided
into shares of the par value of One
Hundred Dollars ($1O0) each.
| Sec. 2. One Million Dollars (S1, 000,-
000) of stock shall be common and
Four Million Dollars (s4,OOo,OOO) shall
be preferred.
Sec. 8. Six per cent $50 cumulative
dividends shall be paid annually on
preferred stock out of the surplus or
profits of the corporation before any
dividends shall be declared upon the
common stock.
Preferred stock shall be non-voting
and may be retired by the Board of
Directors after one year by giving 30
days notice and by paying par value
plus accrued dividends.
Sec. 4. Common stock shall not be
sold or disposed Of until the stockhold-
err desiring to sell shall have first Of
fered the same to the remaining hold
ers of common stock, as shown by the
books of the corporation. And for 80
days said stockholders shall have an
option to buy said stock in proportion
to the amount already held by them.
Sec g. Stock shall be issued and
paid for as decided upon by the Board
of Directors, and it may be paid for in
money, labor, property or any other
thing of value. and the entire amount
of the authorized capital stock need
not be issued at the commencement of
business.
Sec s. Stock shall be transferable on
the books of the corporation as pro-
vided by the Board of Directors.
Article vi.
Management
l.
poration shall be managed by a Board
of Directors composed of not less than
three nor more than eleven persons. the
exact number to be fixed in the By
Laws.
Sec 9 The Board of Directors shall
be elected annually at the regular an
nual stockholders meeting, and shall
hold office for one year and until their
successors are elected and qualify. I'm
til the first election the following shall
compose the Board of Directors: l.. L.
James, Geo. l.. Dobson, Ben j. Ness.
C. S. Northrop. Chairman. Daniel
O'Donald. C. B. Cassill and II. c.
Armstrong
Article VII
Officers.
The Board of Directors shall elect
president. vice president, secretary.
treasurer and general manager. One
person may hold one or more office.
Until the first election the following
shall serve as officers: President, Z.
L. James: Vice President, Dan. O'Don-
aid; Secretary, c. B. Cassill: Treas
urer, Geo. L. Dobson; General Man
ager, c. S. Northrop.
Article VIII.
Meetings.
Section /. The regular annual meet
ing of the stockholders of the corpora
ton shall be held on the second We'd
nesday of January in each year at Des
Moines, Iowa, for the purpose of elect
ing a Board of Directors for the en-
suing year. and for the transaction of
such other business as may regularly
come before such meeting. The first
annual meeting shall be helj in Des
Moines, Iowa, in January. 1911.
Sec. 2. Special meetings of stock
holders shall be called by the secretary
at the request of a majority of the
Board of Directors, or upon the writ
ten petition of holders of majority of
the common stock outstanding, but at
least ten days notice in writing of
such meeting shall be given by the
Secretary to every holder of common
stock. as shown by the books Of the
corporation, stating the time, place and
object OF such meeting. Said notice
shall be mailed to the last known resi-
dence of each stakeholder.
Sec g. At all stockholders meetings
each holder of common stock shall be
entitled to cast one vote for each share
of stock held by him. Voting may be
done by proxy when properly evidenced
in writing.
Article TX.
Indebtedness.
The highest amount of Indebtedness
10 which this corporation shall at any
time subject itself is two-thirds of the
amount of it's capital stock.
Article X.
Private Property Exempt.
The private property of members of
this corporation shall be exempt from
corporate debts.
Article XII
Miscellaneous.
The Board of Directors shall have
power to make and establish Bylaws
for the regulation and management of
the corporations affairs; the corpora
ton shall have the right of perpetual
succession, may sue and be sued in
its corporate name. and may have a
seal which it may alter at pleasure.
Article XII
Dissolution.
This corporation may be dissolved
by a majority vote of the outstanding
stock at any regular or special stock
holders meeting.
Article XIII.
Amendments