Nogales international., 1928-12-07

\
dinary or Extraordinary Meetings
of Stockholders.
EIGHT. The members of tht
Board of Dire tors and the Gen
eral Manager shall hold office fol
enc year; but if their Successors
shall not have been elected at the
expiration of their term of Office
than they shall continue to per-
form their duties unit! their suc-
eessors 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-
.terminea by the bylaws.
NINTH. The President, or isl
his absence the Vice-President
shall execute the resolutions OF
the Board of Directors and they
both may sign on behalf of the
corporation and they are hereby
so empowered, jointly or separate
":
7. To represent the corporation
iu1iciallv or extrajudicially.
II. To grant general or special
rowers of-attcrney and also to
revoke them.
III. To SIGN documents of all
kinds. issue che"'hs, drafts, notes,
receipts. to make contracts for
loans and to arbitrate. make and
sign all kinds of obligations,
pladpe.s and bonds.
TENTH A reserve fund shall
be created. which as to terms and
quantity sha!! be ss provided for
IN article PA of the Commercial
Code now IN fore.
ELEVENTH. After deducting
the general expenses at the end
of each fiscal year and the amount
If the reserve fund. the profits,
E there be any. shall be distri-
N''tod 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
srecial share in the profits.
THIRTENNTH. The CORPORA
ton shal' be dissolved: (a) Bv
consent of the stock holders. (b)
Rv tho c~niration of the term for
for which it was organized. (c)
Rv legally being declared in
solvert
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 and reserve to itself the
right to extend the time if it is
deemed necessary or convenient;
it shall fix the compensation of
the receivers 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-
thority and duties of the Board
Of Directors cease, as well as the
powers, authority and duties of
the Managers, and thereupon the
receiver or receivers shall sub
s+itute all of them.
FIFTEENTH. The bylaws of
the corporation shall determine
the rules for calling and holding
tie meetings of the Board of Di-
rectors, Ordinary and Extraor-
dinary General Meetings of Stock
holders, quorum and majorities
thereof and in general, al matters
pertaining to the conduct, 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,s withasat further notifioa.
ton or-ecitation, consider them
selves hereby notified to hold said
meeting.
GENERAL AND TEMPORARY
PROVISION. /. 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. Scally; Third Voting
| Member, Andres Quinones. The
first supervisors are Rafael G.
:, 1barra2 and Spiro S. Proto.
2. Fer this term only the
Board of Directors is authorized
to appoint the General Manager
as wei! as the Sales Manager. but
subsequent appointments shall be
made at the General Meeting of
Stockholders.
3. The appointment of Cen
eral Manager may fall upon a
stockholder or member of the
Board.
q. The Sales Managership shall
be exercised by persons who are
not members of the company.
B. No stockholder may acquire
shares to the value of more than
10 per cent of the capital stock
8. The Board of Directors shall
meet at Nogales from November
first to May thirtieth of each fis
ca year and may legally act when
there is an attendance of ONLY
three of it members, whose com
Pensation for the first fiscal yea,
shall be fixed by the Board in full
session. '-'
Z. The corporation shall naLe