Nogales international., 1928-03-16

CnaC any deficiency IN the dlVldendS
to be paid on said preferred stock
in any year shall be made good out
OF the earnings of subsequent years
before any dividends shall be paid
upon the common stock. Such pre-
ferred stock shall not, however, be
entitled to participate in any other
or additional earnings or profits,
but shall be entitled to be repaid in
full upon any distribution of the
assets of said corporation in the
event OF insolvency or dissolution,
before any distribution of capital
shall be made to the common stock;
and the amount of said preferred
stock shall not he changed or al
tered by any reduction in capital
Of said corporation without the con-
sent in writing of the holders of a
majority Thereof. The control and
management of this corporation is
to be in the hands of the holders
of the common stock, the holders of
preferred shares to have no voting
power. The corporation shall have
the right to redeem the preferred
stock, or any part thereof, at any
time at par in cash, if such re-
demption shall then be allowed by
law. At such time as the board Of
directors shall by resolution direct,
the said capital stock shall be paid
into this corporation, either in cash
or by sale or transfer to it of real
or personal property, or other things
or value, for the use, benefit or
purposes of this corporation, and in
the absence of actual fraud in the
transaction, the judgment of the
board of directors as to the value
of such real or personal property,
or other things of value, shall. be
conclusive, and the capital stock of
this corporation so issued shall
thereupon and thereby become and
be fully paid up and forever non
assessable.
ARTICLE VI.
The time of the commencement
Of this corporation shall be the date
on which the certificate of incorp-
grafton shall be delivered to said
corporation by the Arizona Corp
grafton Commission, and the term
ination thereof shall be twenty-five
years thereafter, with the privilege
OF renewal as by law provided.
ARTICLE VII.
The affairs of this corporation
shall be conducted by a board of
directors of not less than three (3)
members and not more than seven
Cd members. and of such officers
as the board of directors may elect
or appoint: and until provision
shall be made otherwise by the by
laws to be adopted by this corpora
ton, the number of the board of
directors shall be five (5). The fol-
lowing named persons shall con-
stitute and be the board of directors
for the first corporate year and un-
til their successors are elected and
have qualified:
j. S. Cosden.
E. N. Cosden,
c. H. Poirier,
j. E. Whitney,
r. N. Bloomer.
Hereafter the board of directors
shall be elected from among the
stockholders Of the corporation at
the annual meeting of the stock
holders to be held on the second
Tuesday Of January of each year,
beginning with the year 1929. The
officers Of the corporation shall
consist of President, a Vice Presi-
dent, a Secretary and a Treasurer.
The offices of Secretary and Treas
urer may be held by the same per-
son. Until officers are elected In
accordance with the provisions of
the bylaws adopted by this corp
grafton, the following shall be the
officers of the corporation:
j. S. Cosden, President.
G. H. Poirier, Vice President.
j. E. Whitney, Secretary and
Treasurer.
Said officers shall hold their
respectice offices until their sue
cessors are elected and have quail
fled.
ARTICLE VIII.
M. g. Little, of Nogales, Arizona,
who has been a bona fide resident
of the State Of Arizona for at least
three 90 years last past, is hereby
appointed Statutory Agent of this
corporation, upon whom all notices
and processes, including the service
of summons, may be served, and
when SO served shall be deemed,
taken and held to be lawful personal
service upon this corporation, pro-
vided, however, that the board Of
directors may revoke this appoint
ment of Agent at any time, and
shall have the power to fill any
vacancy created by said revocation
or by the death or resignation Of
said Agent.
! ARTICLE TX.
The board of directors shall have
the power to adopt and amend by
laws for the government of this
corporation.
ARTICLE x.
The highest amount of indebted
ness or liability, direct or con-
tingent, to which this corporation
shall be subject at any one time,
shall not exceed One Hundred
11Ou0dIlO \QlUU,UUU.OU/ 0OA1dl0s
ARTICLE XI.
The private property of the stock
holders and officers OF this corpora
ton shall be exempt from corporate
debts of every kind whatsoever.
ARTICLE XII.
At any annual meeting Of the
stockholders, or at any special meet
ing of the stockholders called for
the purpose, these articles Of in
corporation may be amended by the
affirmative vote of a majority Of
the common shares issued and out
standing, upon notice given as by
!, law required.
IN WITNESS WHEREOF we
have hereunto set our hands this
, 14th day of February, 1928.