Arizona republican., 1918-01-04
PAGE ELEVEN


 powers and authorities by statute and oy the Bylaws expressly conferred upon them, are hereby empowered to exercise all such powers, and to do all such acts and things as may be eXer- ciSed or done by the Corporation, that are subject, nevertheless. to the pro- vision of the statute, of the charter and to any regulations that may from time to time be made by the stock holders; provided that no regulations so made shall invalidate any provision or this charter, or any prior acts of the Directors or executive committee which would have been valid if such regulations had not been made.
 co There shall be an Executive Committee of three members who shah be elected by the Stockholders from the Directors and hold office as here matter provided. The said committee shall have and exercise all the powers expressly conferred upon it by this Certificate of Incorporation, and also all the powers of the Board of Direc- tors whenever a quorum shall fail to be present at any stated or other meet ing of the Board, and as well at al, times whenever the Board shall not be in session, and shall have power to affix the seal of the Corporation to al, papers which they may deem to re- quire it.
 The officers of the committee shall be a Chairman, a Vice Chairman ana a Secretary, who shall hold office dur ing the term of their office as mem bers of the committee. and shall be elected by the stockholders
 At all meetings of the committee. all questions shall be decided by a ma jority of votes.
 The stockholders shall at their first meeting, elect by ballot the said com mittee Of three members from the di- rectors elected at such meeting and shall also elect the said officers there Of
 At every annual meeting after the flrst meeting, whenever the term of office of any member or officer of the committee shall expire, the stockhold- CTS shall elect a successor. Any mem Der of the committee may be elected to succeed himself.
 Any directors are eligible to election as member of the Executive Commit tee.
 The term of office of each member of the committee shall be co-extensive with the term of his office as Director. Any member of the committee who shall cease to be a Director of the Company shall ipso facto cease to be | d iiltlllDtT OI lne committee. All vacancies in the Executive Com mittee shall be filled for the unexpired term from the Directors by vote of the Directors.
 SEVENTH, that the amount of au- thorized capital stock of the said cor poration is $500,000.00 and that the number of shares into which said capital stock is divided is 5000 shares
 of the par value of s100.O0 each.
 That the said authorized capital stock shall be divided as follows into l two classes, to-wit:
 Preferred Capital Stock and Com
 mon Capital Stock; and there shall
 be 2500 shares amounting to s250, 900 co
 of preferred capital stock and 25OO
 shares amounting to s250,00O.0O of | common stock
 | EIGHTH. The power to fix the
 amount to be reserved as a working
 capital for the corporation is hereby given to the Directors, and the right
 to declare dividends from profits shah
 be subject thereto and to the discre-
 tion of the Directors as to the amount
 time of declaration. and distribution of
 such dividends. The holders of pre-
 ferred stock shall be entitled to re-
 celve in each year out of the surplus
 net profits of said Corporation a fixed
 yearly dividend of seven per centum on the par value thereof. payable as
 fixed by the Board of Directors, if de-
 clared, before any dividends shall be
 declared or paid on the common stock
 The dividends on the preferred stocl, shall be cumulative so that if in O, ,, for any year dividends amounting tC seven per centum shall not be paid 1, on preferred stock. the deficiencies , shall be charged upon the net earn , ings of the Corporation and shall bt
 payable subsequently, before any divi-
 dends shall be declared or paid on tho Common stock. Dividends on the
 common stock may also be declared
 payable as the Board of Directors shal fix, but only out of the surplus ne profits of the Corporation remaining after the payment of the full yearly l l dividend on the preferred stock ha! been declared, set aside or paid. . The holders of preferred stock shal y not be entitled to any further dividend
 or share of profit beyond the sal, f yearly dividend of seven per centun t until the holders of the common stocl r shall have been paid a dividend fo f that year of ten per cent, after whicl n the holders of both preferred am e common stock shall be entitled to re e ceive additional dividend in equa | amounts for that year, at the discre IS tion of the Board of Directors. d In case of dissolution. liquidation O d winding up of the Corporation or n sale of all it's property, the holders c q preferred stock shall share equall 'f and be entitled to be paid in full GU l. of the assets and funds of the cor l. poration the par amount of thei y shares before any amount shall | ie paid to the holders of the commo l. stock, and after the payment to th ,i holders of the preferred stock at il 10 par value, the holders of the commo III stock shall share equally and be CT 2. titled to be paid in full at par tl lg amount of their shares, and after pay l. ment in full of the par amount of pr. " ferred and common stock, then u m remaining assets and funds shall I rs divided and paid to the holders of bot D. classes of stock equally and prorat h. according to their respective share Tn Both classes of stock shall have il " same voting power in all corporate a T. fairs and power of cumulative voti1 r. as conferred by law.
 NINTH. That the amount of sa ed Capital Stock which has been actual n- subscribed is se00.00. and the followir
 are the names of the persons by who h. the same has been subscribed, and il ed amount subscribed by each of thel nd to-wit:
 IT, Lyman Stewart. One Share Preferr, be B. T. Earl. ...... One Share Preferr f. Milton Stewart. .One Share Preferr he A. C. Stewart. One Share Preferr or C. M. Smith. ..... One Share Preferr ar w. c. Loughbom. One Share Preferr nd From time to time Treasury sto ;es may be issued in such amount, Xii as and proportion as shall be determin nd by the Board of Directors, in accor
 ance with the Laws of the State California.
 on ho,.o,,.a ~. '. n'iO5' we la
 14th day of June, 1912