Arizona republican., 1920-03-04
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will, or any other valuable right or thing. and the shares when so paid for and issued shall thereupon become and be fully paid and non -assessable- The judgment of the Board of Direc- tors as to the value of the property or good will purchased. or services rendered. or other valuable right or thing. transferred or given for such capital stock, shall be conclusive. The holders of the stock of this corporation shall be entitled to vote the same either in person or by proxy. (a) Stockholders in this corporation desiring to sell or transfer their stock shall first submit notice thereof in poration, and the corporation shall then have the option for the period of thirty days to purchase such shares, or such portion thereof as the corpo- ration may desire, at the value thereof as fixed by the Board of Directors on the next preceding first day of Jan uary, together with per cent interest on such value from such date. to- gether with 10 per cent additional on such fixed value.
 (b) Shares of stock owned by off cers and employees of this corporation shall be purchaSeable by the corpora tion at it's option for period of thirty days following the date upon which the officer shall resign or be removed from office or the employee shall leave the service of the corporation or be discharged therefrom, at a price equal to the value thereof as fixed by the Board of Directors on the next pre- ceding first day of January, together with per cent interest on such value from such date, together with 10 per cent additional on such fixed value. Co In case of the death of any stockholder the corporation shall have the right and option to- purchase one half or all of the stock of such de- ceased shareholder at any time within six months after receiving notice of value thereof as fixed by the Board of Directors on the next preceding first day of January, together with per cent interest on such value from such date together with 10 per cent addi- tional on such fixed value.
 (d) All the foregoing options may be exercised by a majority vote either of the board of directors or of the stockholders. exclusive of the di rector or Stockholder in interest.
 (e) The foregoing provisions let tered a to d, shall be binding upon the stockholders, their heirs. executors and administrators and upon the grantee of any shares sold on execution, bank ruptcy or other involuntary proceed ings, and no stock shall be sold or assigned or transferred on the books of this company nor shall any earnings be credited to, or dividends be paid or votes be cast or received on any stock sold or transferred contrary to these provisions.
 ARTICLE VI.
 The time of the commencement of this corpora tion shall be the date of the filing of these articles for record in the office of the Corporation Commis- sion of Arizona, and certified copy thereof in the office of the County Recorder of Maricopa County, Arizona, and the issuance of a certificate of in corporation by the Corporation Com mission of Arizona, and it shall endure for 25 years but may be renewed from time to time for periods not ex- ceeding 20 years.
 ARTICLE VII.
 The affairs of this corporation shall consisting of not less than three tS) nor more than five (5) stockholders, who shall be elected by the stockhold CTS annually. Until their successors shall be elected and qualified the fol- lowing named persons shall constitute the Board of Directors of this corpo- ration, to-wit: Dwight B. Heard, George F.. Liliey and Maie B. Heard. who shall hold their offices until the next annual meeting of the stockhold- CTS, or until their successors are elected and qualified.
 The officers of this corporation shall be a President, Vice President, Secre tary and Treasurer. the office of Sec retary and Treasurer, or President and Treasurer, however. may be held by one and the same person. The of ficers shall be elected by the Board of Directors at their first meeting sue ceeding the annual meeting of the shareholders, and they, and the ,Dl- rectors shall hold their offices for one year, or until their successors are elected and qualified.
 The officers of this corporation, un til their successors are duly elected and qualified. shall be:
 Dwight B. Heard President
 Geo. E. Lilley, Vice President
 M. B. Heard. Secretary.
 Persons ceasing to be stockholders shall thereupon cease to be directors of the corporation, and only sharehold- CTS shall be eligible to hold office as President, Vice President Secretary and Treasurer of the corporation.
 ARTICLE VIII.
 The highest amount of indebtedness or liability, direct or contingent. to which this corporation is at any time to two- thirds t2-3) of the amount of the authorized capital stock of the cor poration-
 ARTICLE TX
 The annual meeting of the stock holders of this corporation shall be held at the office of the Company on the second Tuesday of February in each year at 10 o'clock in the fore noon.
 ARTICLE x.
 The stockholders of this corporation shall adopt bylaws for the govern ment of the corporation and may amend the same from time to time by a majority vote.
 ARTICLE XI.
 The private property of the stock holders of this corporation shall be exempt from all corporate debts and liabilities of the corporation.
 ARTICLE XII.
 The corporation shall have the right and power to sell and dispose of all of it's assets or the major part thereof, when authorized so to do by the vote of two-thirds (23) of the then outstanding stock of the corpora ton, and such authority may be given either by an affirmative vote at a regular or a special meeting of the stockholders called for that purpose. or by the written consent of the own CTS of two- thirds (2-3) of the then out standing stock filed with the Secretary.
 IN WITNESS WHEREOF the incor porators aforesaid have hereunto set their hands this 3oth day of Decem- H