The border vidette., 1925-09-26
I "

able out OF the net profits OF the cor
| poration before any dividend is paid to
the holders Of the common stock; and
IT the net profits in any one year should
be insufficient to pay said preferred
dividend, either in whole or In part,
any unpaid portion thereof shall he
come charge against the net profits
OF the corporation, and shall be paid In
| full out OF the net profits before any
dividends are paid upon the common
stock. The said preferred stock repre-.
sented by this certificate is subject to
redemption, in whole or in part, at the
option of the Board of Directors, at any
time after one year after tho date here
OF of Its execution. provided that all
issued and outstanding preferred stock
shall be redeemed pro-rata, so that all
Of the owners thereof shall receive his
share of such redemption IL made in
whole or in part, as aforesaid. and
| irrespective OF the date Of issue or num-
erical order Uf the certificates repre-.
senting such stock. such redemption
shall be only made by paying the own.
Or or owners OF such preferred stock
the par value thereof, plus any diYid-
ends or accumulated dividends due to
the date of redemption.
The owners or holders of said pre-.
ferred stock alone, are not entitled to
vote at stockholders meetings, annual
or special, uf said corporation, not to
participate in profits beyond its fixed
preferential cumulative annual divid-
end OF eight per cent. nor shall they be
entitled to act as directors, or hold Of
ficcs in the company. it being the intent
hof hiv,x -
stock Is necessary to entitle stock hold
and to bold offices in the company.
V
corporation shall be the day when
these Articles OF incorporation shall
have been filed in the office OF the Cor
poration Commission OF the State OF
! Arizona and certified copy thereof
recorded in the Office OF the County
Recorder of Santa Cruz county. State
OF Arizona, and an Agent appointed as
provided by law, and its termination
shall be twenty. five (25) years thence
next ensuing; provided, however, that
this corporation shall have the right
to renew aud extend the period of its
existence for the additional period OF
twenty five (25) years from and after
the expiration OF said period.
VII
Tue business and the property of this
corporation shall be managed, conduct
ed and controlled by a board of not less
than three, nor more than FIVE direc.
tors, who shall be elected by the stock
holders at the annual meetings, EXCEPT
the first board which shalt consist oil
the following named persons. to-wit:
John B. Wright, Carl r Tisor and M.
K. Miller and said irst board shall
hold Office as directors, until the first
annual meeting Of the stockholders. or
in case of their death or resignation,
the remaining directors, by an affirma-
tive vote Of a majority thereof. shall
| elect q successor to hold Office for the
unexpired portion of the term of the
director whose place shall be vacant,
and until the election OF his successor.
The Board OF Directors may increase
or decrease the numbe: of directors,
within the limits aforesaid, by majority
vote of the board, and may appoint
directors to fill the vacancies created
by any increase in the number OF direc-
tors. ss aforesaid
The first annual meeting OF the stock.
holders Of this corporation shall be
held on the third Tuesday OF April.
1926, and on said day OF each year
thereafter.
The officers OF the corporation shall
consist of President. Vice. President,
Treasurer, Secretary, General Manager,
and such other officers and assistants
| to the above officers, as the Board OF
Directors may, from time to time es.
tablish.
Both officers and directors shall hold
Office for the period OF one year from
and after their election and qualifica.
tion, and until their successors are
elected and qualify. or until sooner re-
moved by the Board OF Directors.
The directors shall elect, from their
own body, or from the stockholders of
the corporation, the officers of the
company herein mentioned, save and
except that the treasurer and secretary
need not be directors or stock holders.
and shall elect such officers. with the
exception of the officers selected to
serve until the first annual meeting Of
the stock holders, at the first regular
meeting OF the directors. succeeding
each annual election OF directors by the
stockholders. In case of the death, re-.
signation or removal of any such Off.
GERS, the directors shall Gil the vacancy
thereby created for the unexpired term
The officers who shall hold Office un /.
til the first annual meeting Is held, and
until their successors have been elected
and qualify, are the follows: John B.
Wright. president and general man
ager; Carl r. Tisor. vice-president and
treasurer. and NJ K Miller, secretary.
The Board OF Directors shall have
both power ard authority to adopt by.
laws and to change or amend the same
as they may deem expedient.
VII
The highest amount of indebted ness
or liability to which this corporation
is at any time to subject itself. is the
sum OF one hundred and tbirty-three