The border vidette. (Nogales, Ariz.) 1894-1934, 1925-08-01
| V

| 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 be.
come charge against the net profits
OF the corporation, and shall be paid in
full ont 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 ore 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 his
share of such redemption II made in
| whole or in part, as aforesaid, and
irrespective OF the date of issue or num-
| erical order of the certificates repre-
| senting such 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-
| 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, of said corporation. not to
participate in profits beyond it's fixed
preferential cumulative annual divid-
end OF eight per cent. nor shall they be
entitled to act as directors, or hold Of
fees in the company. it being the intent
hereof that the ownership OF common
stock is necessary to entitle stOckh hold
ers to vote ut stock holders meetings,
and TO hold offices in the company.
The time of commencement of this
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 and extend the period of its
| existence for the additional period of
twenty five (25) years from. and after
| the 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 animal meetings, EXCEPT
| the first board which shalt consist OF
| the following named persons, tO-wit:
John B. Wright, Carl r Tsor and M.
| K. Miller, and said irst board shall
| hold Office as directors, until the first
| annual meeting OF the stock hOlders, or
in case of their death or resignation,
the remaining directors, by an affirma-
| tive vote of majority thereof, shall
elect o 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. 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-P 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, 8t the first regular
meeting of the directors, succeeding
each annual election OF directors by the
stockholders. 10 case of the death, re.
signatiOn or removal of any such off
GERS, the directors shall fill the vacancy
thereby created for the unexpired term
The officers who shall hold off Sc I'M.
til the first annual meeting is held, and
until their successors have been elected
and qualify, are the follows: John 3.
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 expedlent.
The highest amount Of ind ebtedness
or liability to which this corporation
is at any time to subject itself. is the
sum of one hundred and thirty three
thousand (Sl33 O0O.00) dollars. The
preferred stock hereinabove provided
for. shall not be construed AS an in
debtedness OF this corporation.