Nogales international., 1929-10-15


ness or powers or any part or parts
in the United States of
America and it's dependencies and
in Mexico or in any other
foreign country, providing the same
be not inconsistent with the laws
under which the corporation is Or
ganized.
ARTICLE v.
The authorized capital stock of
this corporation shall be Six Hun
dred Fifty Thousand $650,000.0O
Dollars, of which Five Hundred
Thousand ($5OO,000.OO) Dollars is
the common stock, divided into Five
Hundred Thousand shares $780,
OOO) of the par value of One ($1.00)
Dollar each, and One Hundred Fiji
ty Thousand ($150,000.0O Dollars is
to be the preferred stock, divided
into One Hundred Fifty Thousand
shares (15O,OOO) of the par value
of One ($1.00) Dollar each. The
said One Hundred Fifty Thousand
($150000.00) Dollars of preferred
stock shall be entitled to receive
dividends at the rate of ten (10%)
per cent per annum, payable annual
ly on the first day of January OF
each year, out Of the earnings OF
the corporation in preference to
any dividends upon the common
stock, and such dividends shall be
cumulative so that any deficiency
in the dividends to be paid on said
preferred stock in any one year shall
be made good out of the earnings
of subsequent years before any div
idends shall be paid upon the COM
mon stock. Such preferred stock
shall not, however, be entitled to
participate in any other or addition
al earnings or profits, but shall be
entitled to be repaid in full upon
any distribution of the assets OF
said corporation in the event Of in
solvency or dissolution, before any
distribution of capital shall be made
to the common stock; and the a.
mount of said preferred stock shall
not be changed or altered by any
reduction in capital of said cor
poration without the consent In
writing of the holders of a major
ity thereof. The control and mana
cement of this corporation is to be
in the hands of the holders Of the
common stock, the holders Of the
common stock, the holders of the
preferred shares to have no voting
power. The corporation shall have
the right to redeem the preferred
stock, or any part thereof, at any
time at par in cash, if such redemp-
ton shall then be allowed by law
At such time as the board of direc.
tors shall by resolution direct, the
said capital stock shall be paid intt
this corporation, either in cash Of
by sale or transfer to it of real o.
personal property, or other thing:
of value, for the use, benefit or pur-
poses of this corporation, and in ths
absence of actual fraud in the tran.
saction, the Judgment of the boarc
of directors as to the value Of Sucf
real or personal property, or Other
things of value, shall be conclusive
and the capital stock Of this cor
poration so issued shall thereupor
and thereby become and be fully
paid up and forever worcestershire
ARTICLE vi.
The time of the commencement
of this corporation shall be the datt
on which the certificate of incor.
poration shall be delivered to sale
corporation by the Arizona Corpora
ton Commission, and the termina'
ton thereof shall be twenty five
years thereafter, with the privileg.
es of renewal as by law provided
ARTICLE VII.
The affairs of this corporation
shall be conducted by board o1
directors of not less than three (3)
members and no more than sever
CD members, and of such officers
as the board of directors may elect
or appoint; and until provision shall
be made otherwise by the bylaws
to be adopted by this corporation
the number of the board of direct
ors shall be three 90. The follow
ing named persons shall constitute
and be the board of directors fol
the first corporate year and until
their successors are elected anC
have qualified:
Thomas F. Friday
! w. j. McGregor
Hugo Miller.
Hereafter the board of directors
shall be elected from among the
stockholders of the corporation al
the annual meeting of the stock.
holders to be held on the SECOND
Tuesday of January of each year
beginning with the year 1891. Tht
officers of the corporation shall
consist of a President, a Vice presi.
dent, Secretary and a Treasurer
The offices of Secretary and Trea.
surer may be held by the same per.
son. Until officers are elected IL
accordance with the provisions o.
the bylaws adopted bV this cor.
poration, the following shall be thu
officers of the corporation.
Thomas F. Friday President
Hugo Miller. Vice President
w. j. McGregor Secretary & Trea.
surer.
Said officers shall hold their re-
Spective offices until their success
sors are elected and have qualified
ARTICLE VIII.
M. G. LITTLE, of NogaleS, Ari.