Albuquerque morning journal., 1922-07-01

porations TO merge and consolidate
them under and pursuant to the
provisions of Sections 993-999 in
elusive of the New Mexico Statutes
Codification of 1915, and the
merger and consolidation thereof
nave been assentcd to by the vote
or tWo-thirds of the capital stock
or each Of said corporations, at a
meeting of the stockholders of each
OF said corporations called for that
purpose pursuant to statute.
Now. therefore. in consideration
or the premises and of the mutual
agreements, covenants, provisions
land grants herein contained.
1t is hereby agreed by and be-
tween said parties as follows:
Article I. The said Guaranty
Mortgage Company and the Supe-
rior Building COMPANY Ono stock
holders liability are hereby con-
Solidated into a single corporation,
under the name of Superior Build
ing and Mortgage Company (no
stockholders Liability. hereinafter
called "the merged corporation"
Article 2. The said merged cor
poration, in addition to the powers
conferred in Sections 993-999 in
elusive. New Mexico Statutes, 1915
Codification, shall have the powers
herein set out: 70 loan money on
real estate and personal property;
To buy and sell mortgage Securi-
ties; to deal in all kinds of securi-
ties, dobcnturcs, bonds notes and
stocks of either private or public
corporations, to own, acquire by
purchase, gift or donation, and sell,
mortgage and otherwise deal in
real aud personal property; to issue
bonds, debenturcs or obligations OF
the corporation and at the option
OF the corporation to secure the
same by mortgage. pledge, deed of
trust or otherwise; to hold, own,
or otherwise acquire, sell assign,
transfer, mortgage. pledge or other
wise dispose of the shares of the
capital stock and bonds. debentures
or other evidences Of Indebtedness
created by another corporation or
corporations and while the holder
thereof exercise all the rights and
privileges Of ownership, including
the right to vote thereon; remuner-
ate any person or corporation for
services rendered or to he render
ed in placing or assisting to place,
or guaranteeing the placing or un-
derwriting of any of the shares of
stock of the corporation or any
debentures, bonds or other securi-
ties of the corporation, or in or
about the formation or promotion
of the corporation or in the con-
duct of its business; to conduct
business in the state of New Mex
leo and in all other states of the
United States to conduct and carry
on the business of builders and con-
tractors for the purpose of build
ing. erecting, altering. repairing or
doing any other work in cOnnec-
tion with any and all classes of
buildings or Improvement work of
any kind and character whatever
including the building, rebuilding,
alteration. repairing, or improve
ment of houses factories, buildings,
works or crcCtiOns of every kind
and description whatsoever; to
manufacture, buy, sell, trade and
sell, trade and deal in all and every
, kind OF material and produce re-
quired to be used in the carrying
out of any building contracts law
fully entered into by the corpora =
tion; to take, acquire. buy, hold,
own, maintain, develop and dis
pose of, by sale or otherwise, all
real estate and real property or any
interest or right therein without
limit as to the amount; to purchase,
take and lease or In exchange hire
or otherwise acquire any real or
personal property rights or bene-
fits. suitable or convenient for any
of the purposes of the business of
the corporation.
Article 3. The board of directors
OF such merged corporation shall
be five 60 in number and the
names and places of residence of
said directors who shall hold office
until their successors are appoint
ed in accordance with the bylaws
of said merged corporation, are as
follows:
Wallace Hesselden. albuquerque,
New Mexico;
J. w. Hesseldcn. Albuquerque,
New Mexico:
;
New Mexico;
G. j.. Breeze, Albuquerque, New
Mexico;
w. A. Keleher Albuquerque, New
Mexico.
The names and addresses Of the
first officers of the merged corpo-
ration are as follows:
Wallace Hesselden. president. AL
buduerque, n. NJ:
]. w. Hesselden, vice president,
Albuquerque, n. M;
Louis G.. Hesselden. secretary
treasurer, Albuquerque, n. NJ.
Article 4. The capital stock of
the merged corporation shall he
One Hundred Fifty Thousand Dol
lars (S150, 0,000). divided into fifteen
hundred G500) shares of the par
value of one hundred dollars
(S100) for each share.
Article 5. The said corporations
are merged and consolidated upon
the understanding and agreement
each of said corporations shall be
assumed in fun by the said merged
corpora ton.
SrtlCle o, All properly, real,
personal, and mixed, OF said cor
poration Immediately upon the
adoption of this agreement by the
stockholders of said corporation
shall vest in th9 said merged cor
poration; but II said merged cor
poration shall deem or be advised
that any further assignments or
conveyances are necessary or de-
sirable to vest title to such prop
erty in the merged corporation then
the said corporations. parties here
to, shall execute and deliver all
such assignments, assurances in the
law and things necessary TO vest
title to such property IN such
merged corporation and otherwise
to carry out the purposes OF this
agreement.
Article 7. The capital stock of
each Of said corporations parties
hereto, shall be apportioned among
, the stockholders of said corpora
tions. parties hereto. according to
, the shares held by the respective
, stockholders OF said corporations,
| nd ho h. lnI