The Coconino sun., 1923-07-27


ARTICLE w
(a) The total authorized capital
stock of this corporation shall be Five
million (5,O00,000) dollars, divided in
to fifty thousand (50,000) shares of
the par value of One hundred (1OO)
dollars each; provided, that of such
total authorized capital stock, thirty
thousand (30,0OO) shares, amounting to
Three million (3,000,000) dollars, shall
be preferred stock, and twenty thou
sand (20,000) shares, amounting to
Two million (2,O0O,O00) dollars, shall
be common stock; and further, that
from time to time the amount of said
preferred stock and of said common
stock, respectively, may be increased
or decreased and may be issued in
such amounts and proportions respect-
lively as shall be determined by the
board of directors of this corporation,
in accordance with and as permitted
by, the laws Of the State of Arizona.
(b) The holders of said shares of
preferred stock shall have no voting
powers whatsoever, nor shall they be
entitled to notice Of any meetings of
stockholders of this corporation, but
shall be entitled to receive, when and
as declared, from the surplus or net
profits of this corporation, yearly div
idends at the rate of seven CD per
centum per annum, and no more, pay
able semi-annually on dates. to be fix
ed by it's bylaws; which said dividends
or said shares of preferred stock
shall be cumulative, and shall be pay
able before any dividend on said
shares of common stock shall be paid
or set apart, so that if in any year
dividends amounting to seven (7l per
cent shall not have been paid on all
of said shares of preferred stock is
sued and outstanding, the deficiency
so arising shall be paid before any
dividend shall be paid upon or set
apart for said shares of common
stock.
(c) Whenever all cumulative divi-
dends to which said shares Of prefer
red stock may be entitled shall have
been declared and paid on all of said
shares Of preferred stock issued and
outstanding, or moneys shall have
been set, aside from the surplus or net
profits Of this corporation in a sum
sufficient for the payment thereof,
then the board of directors of this corr
poration may declare dividends on said
shares of common stock, payable then
or thereafter, out of the then remand
er of surplus or net profits.
(d) In the event of the liquidation
or dissolution or winding up (wheth-
er voluntary or Involuntary of this
corporation, the holders of said shares
of preferred stock shall be paid in full
the par value of their shares, together
with the unpaid dividends accrued
thereon, before any amount shall be
paid to the holders of said shares of
common stock or any Of them.
(e) After payment to the holders
yof said shares of preferred stock of
the par value thereof, together with
the unpaid dividends accrued thereon,
the remaining assets and funds of this
corporation shall be divided and paid
only to the holders of said shares of
common stock, pro rata according to
their respective shares.
(f) Any and all of said shares of
preferred stock shall be issued and
shall be taken and held by the respec-
tive holders thereof subject to the
right reserved to this corporation to
call in, retire and cancel said shares
of preferred stock or any thereof, at
its option, upon the expiration of five
(5) years from the date of the cer-
tificate or certificates evidencing the
same, by payment of the par value
thereof, together with the unpaid divi-
dends accrued thereon; and any and
all certificate or certificates evidenc-
ing said shares of preferred stock shall
so recite.
ARTICLE v
(a) The shares of capital stock of
this corporation, both preferred and
common, may be issued for cash or
services or property, at such time or
times as its board of directors may
by resolution direct, upon such condi-
tions and terms as may be determined
by its board of directors, with full
power and discretion vested in its
board of directors to fix the value of
the property or services in exchange
for which said shares of stock may be
issued, and in the absence of actual
fraud any such valuation so fixed
shall be conclusive. The board of di-
rectors of this corporation may sell
said shares of preferred stock and
common stock or either or any there
of, for cash at such price or prices
as said board of directors may from
time to time by resolution determine,
(b) All shares of stock of this COR
poration shall be issued fully paid and
non -assessable, and the certificate OF
certificates evidencing the same shall
so recite.
ARTICLE vi
The time of the commencement OF
this corporation shall be the date OF
the filing of these articles of incor-
poration in the office of the Corpora
tion Commission of the State of Ari-
zona, and the recordation of a cer-
titled copy thereof in the offices of the
respective county recorders of the
following counties IN the State of Ari-
zona: Apache, Navajo, Coconino, Mo-
have and Maricopa; and it shall ter
inmate twenty-five years thereafter
unless it be renewed in the manner
provided by law.
ARTICLE VII.
(a) The affairs of this corporation
shall be conducted, governed and con-
trolIed by board of five (5) direc-
tors, which number of directors may
be either increased or reduced by res
olution of the board of directors.
= II. III L a