Nogales international., 1928-12-21

v. o cali tHt IcActdl Va
Glinary or Extraordinary Meetings
of Stockholders.
EIGHT. The members of the
Board of Directors and the Cen
cral Manager shall hold office fon
cne 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 until their sue
cessors shall have been appointed
All members may be reelected.
Vacancies in the Board, as we'll
as in the offices of supervisors,
shall be filled as may be de-
termined by the bylaws.
NINTH. The President, or ial
his absence the Vice-President
shall exc ute 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
":
I. To represent the corporation
iudiciallv or extrajudicially.
II. To grant general or special
rowers .of-attorney and also to
revoke them. =,
III. To sign documents of all
KINDS. issue checks, drafts, notes,
receipts, to make contracts for
loans and to arbitrate, make and
sign all kinds OF Obligations
pledges and bonds. =,
TENTH. A reserve fund shall
be created, which as to terms and
quantity shall be as provided for
in article 214 of the Commercial
Code now in force.
ELEVENTH. After ,leducting
the general expenses at the end
of each ffs al year and the amount
tf the reserve fund, the profits,
{ there be any, shall be distri-
}utad 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
snecial share in the profits.
THIRTEENTH. The corpora
ton shall! be dissolved: (a) By
consent Of the stock holders. (b)
Bv the. expiration of the term for
for. which it was organized. tc)
Bv legally being declared in
solvent
FOURTEENTH. In case of
liquidation of the corporation, the
General Meeting of Stockholders,
specially called for the purpose,
shall appoint one or more receiv-
ers; 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 PIT, and the following
articles of the Commercial Code.
AS soon as the corporation goes
into liquidation, the powers. au-
tho,ity 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
stitute all of them.
FIFTEENTH. The bylaws of
tie corporation shall determine
TIE rules for calling and holding
the meetings of the Board of Di-
ractors, Ordinary and Extraor-
binary General Meetings of Stock
nolders, 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, without further notifica-
ton or citation, 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-l
Suela; Vice. President, Thomas d.
Boyd, Jr.; Treasurer, Jesus Maria
rarriba; Secretary, Carlos r. Lin
ga; First Voting Member, Leon
Fonseca; Second Voting Member,
Joseph P. Scally; Third Voting
Member, Andres Quinones. The
flrst supervisors are Rafael G.
Ibarra and Spiro S. Proto.
2. For 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 a member of the
Board.
4. The Sales Managership shall
be exercised by persons who are
not members of the company.
5. No stockholder may acquire
shares to the value of more than
10 per cent of the capital stock.
6. 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 wear
shall be fixed by the Board in full
session.
7. The corporation shall make
/ ~ ,Ie.e.I .A..u