Bisbee daily review., 1921-03-18
LEGAL NOTICES

llfHdllNe vote III pefSOut UT DN pTOAN at any meeting called as provided by 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 it's surplus earnings or accumulated profits to the purchase or acquisition of property and to the purchase or acquisition of it's own capital stock from time to time and to such extent and in such manner and upon such terms as it's Board of Directors shall determine: and neither the property nor the capital stock so purchased ] and acquired. nor any of it's capital l 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 majority 0. the Board of Di- ' rectors or a majority of the stock
 holders.
 { Before payment of any dividend or i 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- pressly 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 coruor ation is or are interested in. or is a | director of officer or are directors or | officers of such other corporation. or | | ton is the owner or holder of any part of the capital stock of this cor poration or is interested in its prop I erty. and any director or directors, in- ! dividually 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- ton is interested: and no contract, act | or transaction of this corporation
 with any person or persons, firm or \ corporation, shall be affected or in- validated by the fact that any director or directors of this corporation is a party. or are parties to or interested | in such contract. act or transaction or in any way connected with such person or persons. firm or associa- ton, and each and every person who may become a 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 su | which he may be in anywise inter. ested.
 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 General Corporation Law (aDproved 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 are
 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
 (SeaD T. L. CRoTEAU,
 ! (Sean M. A. BRUCE.
 (SeaD s. E. Dill
 STATE OF DELAWARE.
 County of New Castle. ss.
 \ BE IT REMEMBERED that on this
 3rd day of March, A. D.. 1921, person
 ally came before me, Herbert E. Lat
 ter a Notary Public for the State oi
 Delaware.
 T. L. eroteau. NJ A. Bruce and S
 F. Dill. parties to the foregoing certi
 ficate of incorporation known to me
 personally to be such. and severally acknowledged the said certificate tC
 be the act and deed of the siCners , respectively and that the facts therein
 stated are truly set forth.
 GIVEN uudar my hand and seal Oi