The Coconino sun., 1925-12-25

mon stock authorized to be issued by
this corporation is Twelve thousand
! (12,000) shares, all of which. said
common stock shall be without any
nominal or par value.
| Said common stock without any
nominal or par value may be issued
by the corporation from time to time
| for such consideration as may be
fixed from time to time by the Board
of Directors thereof.
The total authorized preferred
capital stock of this corporation shall
divided into Ten Thousand 100000
shares of the par value Of One Hun
dred ($100) Dollars per share.
/ The preferred stock shall have no
voting power but the voting power of
the corporation shall be exclusively
in the common stock. N
At all-elections Of directors each
holder of common stock shall be en-
titled to as many votes as shall equal
| the number of his shares of said COM
mon stock multiplied by the number
of directors to be elected, antllhe may
cast all of such votes fer a single
| director or may distribute them
among the number to be voted for, or
any two or more of them as she may
see fit.
! The holders of the preferred stock
shall be entitled to- receive, when and
as declared by the Board lof Directors,
from the surplus or net profits of the
company, yearly dividends at the rate
| of seven (7@o) per centum aand no
more. The dividendsson the preferred
stock shall be cumulative, from date
| of original issue of the respective
shares thereof and shall be payable
hbefore any dividend son the common
stock shall be paid or set apart so
| that at no time shall any dividend be
Ileclared, set aside for or paid on the
common stock, unless at such time
dividends upon the preferred stock at
the rate of (79o) seven per cent per
annum shall have been paid for all
previous years. Whenever all cumu-
lative dividends on the preferred
stock for all previous years shall have
been declared and all dividends de-
clared and payable shall have been
paid, and the company shall have set
aside from its surplus or net profits a
sum sufficient for any payment of
dividends declared but not yet pay
able, the Board of Directors may de-
clare dividends on the common stock,
payable then or thereafter, out of any
of the remaining surplus or net
profits.
In the event of any liquidation,
dissolution or winding up whether
voluntary or Involuntary of the COM
pany the holders of the preferred
stock shall be entitled to be paid in
| full both the par amount of their
shares and the unpaid dividends ac-
crued thereon before any amount shall
be paid to the holders of the common
stock, and after the payment to the
holders of the preferred stock of its
part value and the unpaid accrued
dividends thereon, the remaining as
sets and funds shall be divided and
paid to the holders of the common
shares.
The whole of the preferred stock at
any time issued and outstanding may
at any time and from time to time be
redeemed and retired on the date of
payment of any preferred stock divi-
dend, at the option of the Board of
Directors, upon three (3) months
previous notice to the holders of rec
ord thereof given in such manner as
may be prescribed by resolution of
said Board, by paying therefor in
cash the par value thereof of One
Hundred Dollars ($100.00) per share
and all unpaid accrued dividends
thereon at the date fixed for such re-
demption.
s. The number of shares of stock
with which this corporation shall
commence business is ten (10) shares
of common stock.
6. The names and places of resi-
dence of each of the original subscrib-
ers to the capital stock and the num-
Der of common shares without par
value subscribed for by each are as
follows:
Name, Residence, Number of shares
of Common Stock.
Samuel c. Wood, $50 Broadway,
New York city, A.
Harry C. Hand, $50 Broadway, New
York city, 3.
Raymond J. German, $50 Broadway,
New York city, 8.
7. The existence Of this corporation
shall be perpetual.
g. The number of directors of this
corporation shall be fixed by the by
laws of this corporation and may be
altered from time to time as may be
provided in the bylaws of this corr
poration.
9. The private property of the
stockholders of this corporation shall
not be subject to the payment of debts
of this corporation to any extent
whatever.
10. Both the stockholders and di-
rectors of this corporation shall have
power, if the bylaws of this corpora
tion so provide, to hold their meet
ings either within or without the State
of Delaware, and to have one or more
offices Tin addition to the principal
office in Delaware) and to keep the
books of this corporation (subject to
the provisions of the statutes of the |
State of Delaware) outside of the
State of Delaware, at such places as
may be from time to time designated
by them.
IL. This corporation reserves the.
right to amend, alter, change or re-
peal any provision contained in this
certificate of incorDoration, in the !