The border vidette., 1925-06-27
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poration before any dividend is paid to
the holders Of the common stock; and
If 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 q 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
tine after one year after the date here
OF of It's execution, provided that all
issued and outstanding preferred stock
! shall be redeemed pro-rata, SO that all
Of the owners thereof shall receive h is
share Of such redemption If made in
whole or in part, as aforesaid, and
irrespective Of the date of issue or num-
| erical order Of the certificates repre-
senting snch stock. such redemption
| shall be only made by paying the own
er or owners Of such preferred stock
the par value thereof. plus any diyid-
! enos 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. Of said corporation. not to
participate in profits beyond it's fixed
preferential cumulative annual div,d-
end Of eight per cent. nor shall they be
entitled to act rs directors, or hold Of
| fees in the company. it being the intent
hereof that the ownership Of common
stock is necessary to entitle stock hold
ers to vote at stock holders meetings,
and 30 hold Offices in the company.
V
Tho time OF commencement of this
corporation shall be the day when
these Articles OF Incorporation shall
have been fled 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 it's termination
shall be twenty. five (25) years thence
| next ensuing; provided however, that
this corporation shall have the right
to renew and extend the period of it's
existence for the additional period Of
twenty five (25) years from and after
tho expiration of said period.
VII
The business and the property of this
| corporation shall be managed, conduct
ed and controlled by board of not less
| than three, nor moro than five direc-
tors, who shall be elected by the stock
! holders at the annual meetings, EXCEPT
| = h;1L ohcn
| the following named persons, to-wit:
John B. Wright, Carl r Tsor and M.
| K. Miller, and said first board shall
hold Office as directors, until the first
annual meeting OF the stockholders. or
| in case of th6ir death or resignation,
| the remaining directors by an affirma-
tive vote of a majority thereof. shall
elect a successor to hold Office for the
nnexpired 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. as 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.
ton, 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-
1 signation or removal of any such off
GERS, the directors shall fill the vacancy
thereby created for the unexpired term
Tho 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-presiden 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.
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 .thirtythree
thousand {S133 900. 00) dollars. The
preferred stock hereinabOve prOvid ed
! for ohall NIT ho oOnctrua6 M an in