Nogales international., 1928-11-20

or render profitable any of it
properly or rights, such corpora
ton may lawfully do; and in carry
ing on its, business, or for the pur-
pose of attaining or furthering any
! CT its objects, to do any and al
acts and things, and to exercise
any and all other powers which a
partnership or natural person
could do and exercise, and which
now or hereafter may be authorized
by law and either as or by and
through principals, agents, attorn-
eys, trustees contractors, factors
lessons, Iessees, or otherwise, either
! alone or in conjunction with others
and in any part of the world; and
in addition to have and to exer-
Csc al! the rights, powers and
privileges now or hereafter belong
ing to or conferred upon corpora
tio1s organized under the provis-
ions of the law authorizing the
formation of such corporations.
ARTICLE V.
I The total authorized capital
istock of this corporation shall be
if+y thousand $3.50, ,O0O.OO) Dol
lars, divided into two hundred
Siifty (250) shares of preferred
stock OF the par value Of one hum
dred and no 100 ($100.O0) Dollars
each, and twenty-five thousand
'z5,O00) shares of common stock
I Of the par value of one ($1.OO)
Dollar ca n, and said stock shall
be issued fully paid and non-asses-
sable at such time and in such
manner as the Board of Directors
] may determine in exchange for
cash, property, service or other
valuable right or thing, and the
Judgement of the Board of Direc-
tors as to the value of such pro
leFty, service, right or thing shall.
In the absence of fraud, be con-
elusive.
| The holders of the preferred
stock shall be entitled to cumula-
tive dividends thereon at the rate
of eight ($8.00) Dollars per share
or 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 any and all surplus or net pro-
fits, quarterly, half-yearly or year
", as when declared by
h e Borad Of Direct ors,
b e fore any divid e n d s
Hi-all be declared, set apart for, or
paid upon the common stock of
the corporation. Said dividends on
the preferred stock shall be cumu-
iative, so that if the corporation
shall fail in any fiscal year to
pay such dividends on all of the
issued and outstanding preferred
stock, such deficiency in the divi-
Gends shall be fully paid, but with
out interest, before any dividends
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-
clpate in any other or additional
earnings or profits Of the corpora.
tlon, the owners or holders of pre-.
ferred stock shall have no voting
powers whatsoever, nor shall they
ee entitled to notice of any meet
ing of stockholders of the com
pany.
The whole or any part of the
| preferred stock shall be subject 70
exemption at O1e hundred-ten
4 (S11O.O0) Dollars per share anG
&C 7umqulated dividends heraon a.
any sii1le after one year from the
.ssue thereof at such time or Zines
anG IN such manner as the Board
OF Directors shall determine
/ ARTICLE vi.
/ The time of *ke commencement
o1 this corporation shall be the
Date OF the filing Of these a ,4;c1 IL ~
VITA the Arizona Cornorat:nn
commission, and the terminate,
thereof shall be TWENTY-FIVE Wes We
hereafter, with the privilege 20 Of +
renewal as provided by law
/ ARTICLE VII.
The management and conduct Of
the business, property and affairs
OF the corporation shall be vested
n and conducted by Board IF
Directors of not less than three nor
'Aore than five persons, each a
stock holder in this corporation,
end 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
inaf*er set forth.
| The officers of the Comnanv
consists Of president, vice -preei-
dent, secretary and treasurer and
such other off ers as :hs Board
OF Directors shall deem expediept.
and all shall be elected or appoint.
ed by the Board of Directors. Anv
;wo 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
Tor the period of one year from
and after election and oualif;ca-
ton and until their SUCCESSOR ara
elected and qualified, un,es, renoov
ca Dy the Board. The Directors
snail have the right to fill anv
vacancies occurring in the Board by
3 death. resignation or otherw; 60
and the person or persons elected
: to TN any such vacancies shaII
: NOD his office until the next re.
/, guar meeting of stock holders
: ARTICLE VIII.
o The regular annual meetino o4
r the stock holders which shall bt
n held in the main office of the cor
J, roration on the first Monday o.
8 November beginning with thv
= year 1880 unless such dav shall