Nogales international., 1928-12-11
agef.
V. 20 call the General Or
dinary or Extraordinary Meetings
Of Stockholders.

e"S0 NA'
V. 20 call the General Or.
dinary or Extraordinary Meetings
Of Stockholders.
EIGHT. The members of the
Board of Director and the Gen
eral Manager shall hold office for
one year; but if their Successors
shall not have been elected at the
expiration Of their term of Office,
than thev shall continue to per
form their duties until their sue
tessors shall have been appointed,
All members may be reelected.
Vacancies in the Board, as well
as in the offices of supervisors,
shall be filled as may be de-
taYn'ired by the bylaws.
NINTH. The President, or in
his absence the Vice-President.
stall eve ute the resolutions of
TIE Board of Directors and they
both NAV sign on behalf of the
corporation and they are hereby
SO empowered, jointly or separate
~:
]. To represent the corporation
iudiciallv or extrajudieially.
. II. To grant general or special
rowers of-attorney and also to
revoke them.
III. To sign documents of all
Fin6s, issue checks, drafts, notes,
receipts, to make contracts for
loans and to arbitrate, make and
sign all kinds of obligations,
nle@@ese and bonds. =
TENTH. A reserve fund shall
be created, which as to terms and
quantity sha!! be sss provided for
in article PA of the Commercial
Code now in force.
ELEVENTH. After daducting
the general expenses at the end
of each fis al 7ear and the amount
tf the reserve fund. the profits,
+ tfere be any, shall be distri-
tutod equally to each share and
the losses in like manner shall be
charged up to the amount of the
capital stock.
TWELFTH. The founders do
not reserve to themselves any
special share in the profits.
THIRTENNTH. The corpora.
ton shall! be dissolved: (a) By
consent Of the stock holders. (b)
BY the expiration of the term for
for which it was organized. (c)
Bv legally being declared in
solvent
FOURTEENTH. In case of
liquidation of the corporation, the
General Meeting of Stockholders,
specially called for the purpose,
sha!.. appoint one or more receiv-
els; it shall name the time in
which the liquidation shall be
made aG1d reserve to itself the
right TO extend the time if it is
deemed necessary Or convenient;
it shall fix the compensation of
tie rex leivers and instruct them as
to the terms under which the
liquidation shall be made, which
shall conform to the provisions of
articles 217, and the following
articles Of the Commercial Code.
As soon as the corporation goes
into liquidation, the powers. au-
tFority and duties of the Board
Of Directors cease, as well as the
rowers, authority and duties of
the Managers, and thereupon the
receiver or receivers shall sub
sfitute all of them.
FIFTEENTH. The bylaws of
TIE corporation shall determine
TIE rules for calling and holding
tie meetings of tne Board of Di-
rectors, Ordinary and E,ltraor-
dinary General Meetings of Stock
holders, quorum and majorities
thereof and in general, al matters
pertaining to the conduit, pro
gress, dissolution and liquidation
of the company, not provided for
in this instrument. The bylaws
Of the company shall be definitely
approved at the General Meeting
Of Stockholders hereby specially
called for the first day of Oc-
tober of the present year in the
town of Los Mochis. The parties
hereto, without further notifiea-
ton OF citation, consider them
selves Hereby notified to hold said
meeting.
GENERAL AND TEMPORARY
PROVISION. l. The first Board
of Directors is hereby appointed
as follows: President, Bias Valen-
zuela; Vice President, Thomas D.
Boyd, Jr.; Treasurer, Jesus Maria
Tarriba; Secretary, Carlos R. Lin
ga; First Voting Member, Leon
Fonseca; Second Voting Member,
Joseph P. Sally; Third Voting
Member, Andres Quinones. The
first supervisors are Rafael G.
! lbarra and Spiro S. Proto.
2. For this term only the
Board of Directors is authorized
to appoint the General Manager
as well as the Sales Manager. but
subsequent appointments shall be
made at the General Meeting of
Stockholders.
8. The appointment of Gen
eral Manager may fall upon a
stockholder or a member of the
Board.
4. The Sales Managership shall
be exercised by persons who are
not members of the company.
5. No stockholder may acquire
shares to the value of more than
10 per cent of the capital stock
.. The Board of Dire tors shall
meet at Nogales from November
tlrst to May thirtieth of each fis
ca. year and may legally act when
there is an attendance of onlv
three of it members, whose com.
rensation for the first fiscal YEA,
shall be fixed by the Board in ful1
session. '-'