Nogales international., 1928-11-30

pay such dividends on all OF th
issued and outstanding preferred
stock, such deficiency in the divi-
Gends shall be. fully paid, but with
out interest, before any dividend:
shall be paid or set apart on the
common stock. Subject to the fore
going provisions said preferred
stock shall not be entitled to parti-
cipate in any other or additional
earnings or profits of the corpora.
ton, the owners or holders of pre-.
ferMed stock shall have no voting
powers whatsoever, nor shall they
lie entitled to notice of any meet,
ing of stockholders of the com
rany.
, The whole or any part of the
preferred stock shall be subject to
redemption at One hundred-ten
($110.00) Dollars per share and
ac umulated dividends hereon a.
fny time after one year from the
::'sue thereof at such time or times
and in such manner as the Board
of Directors shall determine.
ARTICLE vi.
The time of the commencement
of this corporation shall be the
date of the filing of these Articl IS
with the Arizona Corporal on
Commission, and the termination.
t ereof shall be twenty-five years
thereafter, with the privilege of
renewal, as provided by law.
ARTICLE VII.
The management and conduct. of
the business, property and affairs
of the corporation shall be vested
! i. and conducted by Board II
Directors of not Less than three nor
iaore than five persons, each a
stock holder in this corporation,
and each director, except in case.
Of va ancies shall be elected at
the annual meeting Of stock hold
ers except the first board, which
is chosen as in these Articles here
matter set forth.
The officers of the Company
consists of president, vice -presi-
dent, secretary and treasurer and
such other Off ers as the Board
of Directors shall deem eXpediert,
and all shall be elected or appoint
ed by the Board of Directors. Any
Two or more offices, the duties Of
the encumbered OF which are con-
sistent may be held by the same
person. Both of the officers and
directors shall hold their offices
for the period of one year from
and after election and qualifica-
ton and until their successors are
elected and qualified, unless remov-
ed by the Board. The Directors
shall have the right to fill, any
vacancies occurring in the Board by
death, resignation or otherwise,
and the person or persons elected
to fill any sudh vacancies shall
ho.d his office until the next re-
gular meeting of stock holders.
ARTICLE VIII.
The regular annual meeting of
the stock holders which shall be
held in the main office of the cor
roration on the first Monday of
November beginning with the
year 1880, unless such day shall
ta,l on a legal holiday, and in
which event such meeting shall be
on the next secular day.
ARTICLE TX.
The incorporators shall name
the persons who shall constitute
the first Board of Directors and
when so selected by the incorpora-
tors said members of the Board
shall serve until the frs. annua,
stock holders meeting and until
their successors are elected and
qualified.
A majority of the Board of Di-
rectors shall constitute a quorum
and, except as herein and in the
bylaws otherwise provided, shall
have the same authority and pow
ers as if a full board were present
ARTICLE X.
The Board of Directors shall
have the power to make and alter
the bylaws of the corporation; to
:'ix the amount to be reserved az
working capital, and TO authorize
and cause to be executed mortgages
debentures and other obligations
which shall be liens upon the pro.
perty and franchises of the corpor-
alton, and, in general to exercise
all the powers and authority of the
company not expressly withheld
from said board by law, or by these
Articles of Incorporation, or by
the affirmative action of the stock.
holders.
ARTICLE XII.
Tha stock holders and members
of this corporation and their pri.
vate properly shall! be exempt