Bisbee daily review., 1921-03-20
LEGAL NOTICES

dl any lucclAiS as pTONlueQ Dy the bylaws, of the holders of two- thirds of the entire capital stock is- sued and outstanding, may sell, con- vey, assign. transfer or otherwise dis pose of the property, assets, rights and privileges of the corporation, as an entirety, for such consideration, whether cash, the stock of another or other corporations, foreign or domes- tic, or otherwise, and on such terms as they may determine; but this pro- vision shall not be construed as limit ing the power of the Board of Direc- tors without such or any assent or vote of the stockholders to mortgage or pledge and create liens upon any or all of the real or personal prop erty of this corporation.
 The corporation may use and apply its surplus earnings or accumulated profits to the purchase or acquisition
 of property and to the purchase or
 acquisition of its own capital stock | from time to time and to such extent
 and in such manner and upon such terms as its Board of Directors shall ] determine; and neither the property
 nor the capital stock so purchased
 and acquired, nor any of it's capital stock taken in payment or satisfaction
 of any debt due to the corporation
 shall be regarded as profits for the [ purpose of declaration or payment of dividends, unless otherwise determin-
 ed by a majority V. the Board of Di-
 rectors or a majority of the stock i holders
 Before payment of any dividend or
 making any distribution of profits.
 there shall be set aside out of the surplus or net profits of the corpora
 tion such sum or sums as the direc-
 tors from time to time, in their ab-
 solute discretion, think proper as a
 reserve fund to meet contingencies,
 or for equalizing dividends, or for re-
 pairing or maintaining any property
 of the corporation, or for sucn other
 purposes as the directors shall think
 conducive to the interests of the cor poration.
 This corporation may in its bylaws
 confer powers additional to the fore going upon the directors, in addition
 to the powers and authorities ex- presslt conferred upon them by the statute.
 NINTH: In so far as the same is
 not contrary to the laws of Delaware, no contract or other transaction be-
 tween the corporation and any other corporation shall be affected or in-
 validated by the fact that any one or
 more of the directors of this corpor- ation is or are interested in or is a
 director of officer or are directors or officers of such other corporation, or by the fact that such other corpora
 tion is the owner or holder of any part of the capital stock of this cor poration or is interested in its prop
 erty, and any director or directors, in- Idividually or jointly, may be a party or parties to, or may be interested in, any contract or transaction of this corporation or in which this corpora-
 tion is interested; and no contract, act or transaction of this corporation
 with any person or persons, firm or corporation. shall be affected or ln-
 validated by the fact that any director or directors of this corporation is a party, or gre parties to or interested l in such contract, act or transaction
 or in any way connected with such person or persons, firm or associa.
 tion, and each and every person who may become director of this cor
 poration is hereby relieved from any liability that might otherwise exist
 from contracting with the corporation
 for the benefit of himself or any | firm, association or corporation III which he may be in anywise inter ested.
 1 TENTH: This corporation re- | serves the right to amend, alter,
 change, or repeal any provision con- tained in this certificate of incorpor- ation, in the manner now or hereafter
 prescribed by statute. and all rights conferred on stockholders herein are | granted subject to this reservation. | WE, THE UNDERSIGNED, being
 each of the original subscribers to the capital stock hereinbefore named for | the purpose of forming a corporation to do business both within and with | out the State of Delaware, and In pur. suance of an Act of the Legislature of | the State of Delaware entitled An Act Providing a General Corporation Law l (approved March 10th 1S99), and the acts amendatory thereof and supple. mental thereto, do make and file this | certificate, hereby declaring and cer- ! tifying that the facts herein stated arc | true, and do respectively agree to take the number of shares of stock hereinbefore set forth, and according | ly have hereunto set our hands and
 seals this 3rd day of March. A. D..
 1921.
 In presence of: Herbert F. Latter l (SeaD T. l.. CROTEAU, | (SeaD M A. BRUCE, (SeaD $. F. Dill.
 | STATE OF DELAWARE, County Of New Castle, ss
 BE IT REMEMBERED that on this | Srd day of March A. D., 1921. person. | ally came before me, Herbert, K. Laf-
 ter, Notary Public for the State ot Delaware,
 T. l.. Croteau, M. A. Bruce and $. k. Dill. parties to the foregoing certi- ficate of incorporation known to me personally to be such. and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.
 GIVEN under my hand and seal or