The border vidette., 1925-06-13
| v

able out or the net profits 0f the COR
poration before any dividend ia paid to
the holders OF the common stock; and
IT the net profits in any one year should
he 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 he 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
red emption, in whole or in part, at the
option Of the Board OF Directors. at any
time after one year after the 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 Of the certificates repre-
sentinR snch 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-
enGs or accumulated dividends due to
the date of redemption.
The owners or holders of said pre-
terred 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
foes in the company. it being the intent
hereof that the ownership Of common
stock Is necessary to entitle stOckhold-
ers to vote at stock holders meetings,
and 20 bold Offices in the company.
V
The time OF commencement of this
corporation shall be the day when
have been filed in the office of the Cor
poratiOn Commission OF the State Of
Arizona and a 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 its
existence for the additional period OF
twenty five (25) years from and after
the expiration of said period.
The business and the property of this
corporation shall be managed, conduct
ed and controlled by 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 shall consist of
the following named persons. to- wit:
John B. Wright, Carl r. Tisor and M.
X. Miller, and said first 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 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.
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 fill 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. ice-president and
treasurer, and M X 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 indebtedness
or liability ITO which this corporation
is at any time to subject itself. is the
sum of one hundred and thirty three
thousand ($l33 000 00) dollars. The