Weekly journal-miner., 1920-06-02

of who shall designate the additional members thereof who shall serve the board of directors are duly elected and qualified; the board of directors shall have power to hold any meet ing and transact any business for the company at any time or place within or without the State of Arizona, and all acts of said board at such meet ings shall be valid, provided major ity of all of the members of the Board shall be present and shall vote in favor of the action there taken, and such vote shall be conclusive evidence of the sufficiency of notice for such meeting; the board of directors shall have power to establish bylaws and make all rules and regulations neces- sary for the management of the cor poration, and to amend the same.
 The first board of directors of this corporation shall consist of three members, and until their successors are elected and qualified, the follow ing named persons shall constitute said board, to-wit: J. C. ODELL, C. H. MALONEY and O. O. SMITH.
 V.
 The time for holding the annual stockholders meeting hereof is the first Monday in May of each year
 VI.
 The officers of this corporation shall be a president, vice-president' general manager, secretary, treasurer and such other officers as the board of directors shall deem necessary, such officers to be elected by the board of directors and to serve one year, and until their successors are elected and qualified, and the officers of this company, until the next an nual meeting of the stockholders, or otherwise elected by the directors, shall be
 J. C. ODELL, President.
 C. H. MALONEY, Vivc-President.
 o. o. SMITH, Secretary,
 J. C. ODELL, Treasurer.
 VII.
 The capital stock of this corpora ton is five hundred thousand dollars (S5O0,OOO.OO) divided as follows:
 Four thousand shares of common stock of the par value of one hun dred dollars per share, and one thou sand shares of preferred stock of the par value of one hundred dollars per share.
 The preference of said preferred stock shall be an annual cumulative dividend of seven per cent of the par value thereof, payable annually out of the net profits of the company, be- fore any dividend is paid upon the common stock. Should the net prof it's in any year be insufficient to pay said preferred dividend, either iii whole or in part, any unpaid portion thereof shall become a charge against the net profits of the company and shall be paid in full out of said net pet profits before any dividends are paid upon the common stock.
 Said preferred stock is subject to redemption at the option of the com pany at any time after two years from the date of the issuance of the same, upon the payment of the par value per share, and any accumulated dividend thereon, and a bonus of two and one half per cent on said par value; said preferred stock shall not be entitled to vote at any stockhold- CTS meeting of the company, nor to participate in profits beyond it's fixed preferential, cumulative, annual divi- dend of seven per cent.
 The stock of this corporation, both common and preferred, shall be full ly paid and non-assessablc.
 The capital stock shall be issued and paid for upon the conditions and at the times provided by resolu- ton of the board of directors, at such prices and upon such terms as the board of directors may determine, in cash, services, stock of other corpora tions, real or personal property, or \ other thing of value for the purpose of the corporation, and in the ab- sence of actual fraud in the transac- ton the judgment of the board of directors shall be conclusive as to he value of the services, property, or other things accepted in payment or the stock of the corporation.
 VIII.
 The highest amount of indebted lcss or liability to which the com ,any is at any time to subject it. elf is one hundred and fifty thou and dollars.
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