Bisbee daily review., 1921-03-19
LEGAL NOTICES

frmotiVe vote in person oF by proxy 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 personaI prop !. ertv 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 its 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 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 O. the Board of Di-
 rectors or a majority of the stock
 holders.
 i Before payment of any dividend or making any distribution of profits.
 tI 1.A1I 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: Tn soNar as the same is
 not contrary to the laws of Delaware. no contract or other transaction be- K 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 cornor- ation is or are interested in, or is a director-o of officer or are directors or
 officers of such other corporation. or
 by the fact that such other corpora
 ton is the owner or holder of any
 part of the capital stock of this cor poration or is interested in is prop-
 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 Sn which this corpora-
 ton is interested: and no contract. act , or transaction of this corporation : with any person or persons. firm or
 cornOration. shall be affected or ,in-
 validated by the fact that any director z or directors of this corporation is
 party. or are parties to or interested
 in such contract. act or trapsacyfon f Or in any way connected with such
 person or persons firm or associa-
 tion. and each and every nerson who f may become a director Of this cor
 roration is hereby relieved from any , liability that might otherwise exist
 from contracting with the corporation P for the benefit of himself or any 1. firm. association or corporation ,n , which he may be in anywise inter-
 ested.
 f TENTH: This corporation re- serves the right to amend alter. s change. or repeal any provision con.
 tained in this certificate of incorpor- l atiop. in the manner now or hereafter r prescribed by statute and all rights , conferred on stockholders herein are 3 granted subject to this reservation.
 WE, THE UNDERSIGNED. being each of the original subscribers to the
 capital stock hereinbefore named for p the purpose of forming a corroration | to do business both within and with r out the State of Delaware and in Dur- g suance of an Act of the Legislature of l. the State of Delaware entitled "An Act r Providins a General Corporation Law a (approved March 10th. 1S99l. and the I acts ameudatery thereof and supple - mental thereto. do make and file this certificate. hereby declaring and cer- ' tifving that the facts herein stated are !. true. and do respectively asree to < take the number of shares of stock .- hereinbefore set forth. and according- Q ly have hereunto set our hands and ,. SediS NuiS oiu uctN oi hdttH, A. D, l. 1921.
 r Tn presence Of: Herher' F Latter |. tSean T.. L. CROTEAU, @ (Sean M A. pRUCE, n (Sean s. F. Dill
 STATE OF DEI.AWA ARE e County of New Castle. ss. s RE IT REMEMBERED that on this l. 3rd day of March. A. n. 1921. nerson-
 ally came before me, Herbert F. Lat s ter. a Notary Public for the State of 0 Delaware r T. l.. Croteau. M. A. Bruce and s. l. E. Dill, parties to the. foregoing certi- n ficate ot incorporation known to me n personally to be such. and severallv f acknowledged the said certificate to '- be the act and deed of the signers Q resnectivelv and that the facts therein