The border vidette. (Nogales, Ariz.) 1894-1934, 1925-05-02

Ll0r oIoCJ.
~ TO hold any meetings, except
the first or organized meeting. OF the
stockholders and directors, either OF
stockholders or directors, at any place
within or without the State OF Arizona
whore branch Office may be establish
ed by the Board of Directors.
(8) And, generally, to do any. per-
form each and every other thing me-
cessary. expedient, incident or con-
vehient to the conducting OF the bnsi-
ness aforesaid, as we'll as of all other
Glasses and kinds OF business whatsO.
ever not in conflict with the laws OF
the United States or OF the State of
Arizona, and either within or without
the Safe OF Arizona, the United States
OF America, or any foreign country.
The amount OF the capital stock OF
this corporation shall be Five Hundred
Thousand $500, 600 COY Dollars, divided
into four hundred thousand shares of
common stock and one hundred thous-
and shares OF preferred stock. all OF the
par value OF Ono Dollar ISL. OO) per
share, which shall he subjected to the
privileges and responsibilities herein
after set forth.
The Board Of Directors may cause
aaid capital stock. common or prefer
red. or any part thereof, to be SUI
scribed Or paid for in cash or upon in
stallments; in the purchase or exchange
or transfer of real or personal property
OF whatsoever kind or character and
wherever situate; in the purchase, ex.
change or transfer OF bonds, stocks or
debentures OF other persons or corpor.
ations, foreign or domestic, or for ser.
vices rendered; and to issue or cause to
be issued any part or all of its capital
stock, common and p-efe, red, as re-.
quired at any time, or from time to
time and when so issued. such capital
stock is to be considered fully paid and
non assessable, and In the absence of
actual fraud, the judgment OF the
Board of Directors. as to the value OF
the property purchased, transferred or
exchanged, or services rendered, shall
be conclusive.
Tie owners OF the preferred stock of
this corporation shall be entitled to al
annual dividend OF eight per cent, pay.
able out OF the net profits OF the cor.
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 be.
come charge against the net profits
OF the corporation. and shall be paid In
full out OF the net profits before anv
dividends are paid upon the common
stock. The said preferred stock repre-.
scented by this certificate is subject to
exemption, Ia whole or in part at the
option of the Board of Directors. at any
time after one year after tho date here
OF OF It's execution, provided that all
issued and outstanding preferred stock
shall be redeemed pro-rata, 80 that all
Of the owners thereof shall receive his
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 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 hold 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 stockhold-
ers to vote at 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 u.s. 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 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 shall consist of
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 their death or resignation,
the remaining directors, by an affirma-
tive vote of majority thereof. shall
elect a successor to hold Office for the
unexpired portion of the term of the
director whose place shall he vacant,
and until the election of his successor.
The Board OF Directors may increase
or decrease the humble: of directors,
within the limits aforesaid, by majority
vote NJ fho hOard ord NOV onDn;n+