Nogales international., 1928-11-30

and no 400 ($1OO.00) Dollars each,
and twenty five thousand (25,000)
shares of common stock of the
par value of one ($1.00) Dollar
; each, and said stock shal! be is
sued fully paid and worcestershire
at such time and in such manner
as the Board of Directors may de-
| termine in exchange for cash, pro-
perty, services or other valuable
right CT thing, and the judgement
OF the Board of Directors as to
the value of such property, service,
right CT thing shall, in the ah-
sence of fraud, be conclusive.
The holders OF the preferred
stock shall be entitled to cumula-
tive dividends thereon at the rate
Of .eigh: ($8.00) Dollars per share
e.r eight per centum of the amount
or par value for each and every
fiscal year of the life of the COR
poration and no more, payable
out of anv and all surplus or net
rrofits, quarterly, half-yearlv or
yearly, as and when declared by
the Board of Directors. before any
dividends shall be declared, set a.
part for. Or paid upon the COM
mon stock Of the corporation. Said
dividends on the preferred stock
shall be cumulative. SO that if the
corporation shall fail in any fis-
cal year to pay such dividends on
all of the issued and outstanding
preferred stock, such deficiency in
the dividends shall be fully laid,
h,1t without interest, before any
dividends shall be paid or set apart
on the common stock. Subject to
the foregirg provisions said pre-
fcrred stock shall not be entitled
to participate in any other or ad-
ditional earnings or profits of
the corporation, the owners or hold
ers of preferred stock shall have
no voting powers whatsoever, nor
shall thew be entitled to notice of
any meeting of stockholders Of the
company.
In the event of the dissolution
or liquidation of the corporation,
or sale of all it's assets whether
voluntary Or Involuntary or in
event of it's insolvency or upon
any distribution of its capita!,
there shall be paid to the holders
of the preferred stock the par val.
ua thereof to-wit, One Hundred
(S100.00) Dollars per share, and
the amount of all unpaid accrued
dividends thereon. before any sum
shall be paid or any assets distri-
tuted among the holders of the
common stock; and after the pay
ment to the holders of the pre-
terred stock Of its par value and
the unpaid accrued dividends there
m. the remaining assets and funds
Of the corporation shall be divided
among and paid to the holders of
the common stock according to
their respective shares.
The Board of Directors may in
their discretion declare and pay
dividends on the common stock
concurrently with dividends on the
preferred stock, for any dividend
period of any fiscal year when
such dividends are applicable to
tlse common stock; provided that
all accumulated dividends on the
preferred stock for all previous
fiscal years and all dividends on
the preferred stock for previous
dividend periods for that fiscal
year shall! have been paid in full.
Tie whole or any part of the
preferred stock shall be subject to
redemption at One Hundred Ten
t$110.00) Dollars per share and
accumulated dividends hereon at
any time after one year from the
issue 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 Articles
With the Arizona Corporation
commission. and the termination
thereof shal! 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.
in and conducted by Board of
Directors of not less than three
nor more than five persons, each
a stock holder in this corporation,
and each director, except in case
Of vacancies shall be elec ted at the
annual meeting of stock holders
except the first board, which is
chosen as in these Articles here
matter set forth. I
The Officers of the company con-
sists of president, vice-president,
secretary and treasurer and such
other officers as the Board of Di.