Nogales international., 1928-12-25

ISG~SiPt0, W AA@hC NVAIA"SIo ANl
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 sha!! be as provided for
in articia 214 Of the Commercial
Code now in force.
ELEVENTH. After ,ieducting
the general expenses at the end
of each frs al year and the amount
If the reserve fund, the profits,
e there be any. shall be distri-
Eutod equally to each share and
the losses in like manner shall be
charged UP to the amount of the
capital stock. y
TWELFTH. The founders do
rot reserve to themselves any
special share in the profits.
THIRTEENTH. The corpora
ton shall! be dissolved: (a) BY
consent Of TIE sto'k holders. (b)
Ry the expiration of the term for
for which it was organized. icy
Bv legally being declared in
solvent
FOURTEENTH. In case of
liquidation Of the corporation, the
General Meeting of Stockholders,
specially called for the purpose,
sha!l 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 217, and the following
articles of the Commercial Code.
AS soon as the corporation goes
into liquidation, the powers. au-
thoritv and duties of the Board
Of Directors cease, as we'll as the
rowars, authority and duties of
the Managers, and thereupon the
receiver or receivers shall sub
stitute al of them.
FIFTEENTH. The bylaws of
tie corporation snail determine
tie ru.es Tor calling and holding
TIE meetings of the Board OF Di-
ractors, Ordinary and Extraor-
cinary General Meetings OF Stock
noidels. Quorum and majorities
thereof and in general, al matters
pertaining to the conduct, pro-
gress, dissolution and liquidation
or the company, not provided for
in this instrument. The bylaws
Of the company shall be definitely
approved at the General Meeting
cf 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 notifita-
ton or citation, consider them
selves hereby notified to hold said
meeting.
GENERAL AND TEMPORARY
PROVISION. i. 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
Fonse, a; Second Voting Member,
Joseph P. Sally; Third Voting
Member, Andres Quinones. The
first supervisors are Rafael G.
Ibara and Spiro S. Proto.
2. For this term only the
Board of Directors is authorized
to appoint the General Manager
as well as the Sales Manager, but
subsequent appointments shall be
made at the Genera! Meeting of
Stockholders.
3. The appointment of Cen
rral Manager may fall upon a
tockholder or member of the
Board.
a. The Sales Managership shall
be exercised by persons who are
not members of the company.
5. No stakeholder may acquire
shares to the value of more than
10 per cent of the capital stock. |
6. The Board of Dire tors shall
meet at Nogales from November
First to May thirtieth of each fis.
"a. year and may legally act when
there is an attendance of only
three of it members, whose COM.
pensation for the first fiscal year
shall be fixed by the Board in full
session.
Z. The corporation shall make
commission contracts on the
terms that the Board may deem
expedient, for the sale of pro-
ducts belonging to persons who
are not members of the corpora
lion.
8. The corporation shall make
commission contracts with its
members, charging them only the
proportional part of the expenses
incurred during each fiscal year.
9. The founders bind them
selves to sell shares of stock in
accordanFe Win the provisions OF
the bylaws.
The present instrument having
teen read to the parties hereto
and to the witnesses and its legal |
force and effect having been ex-
planned to the former, they have
accepted it's contents, ratified and
signed it; and they We're informed
that it must be ratified by Spiro
S. Proto and recorded in the Com
mer ial Register at Ahome. The
witnesses to the instrument were
Roberto Perez and Demetrio A.
y Peiro, both married, Mexicans,
20 and 46 years old. respectively;
employees, domiciled in this town
to me known and known to me to
he qualified to act as witnesses.
to which l certify, and l also
certify that they have affixed