Nogales international., 1929-10-25
LEGAL NOT1CE

lGCSSSAIy, Su1UdO1S, d1lO pAOPCA All
the accomplishment of any OF the
purpose or the attainments OF any
of the objects or the furtherance Of
any of the powers hereinbefore sci
forth, or that the board of directors
may hereafter approve, either alone
or in association with other corpora
tions, firms, societies, companies OF
individuals, and to do every act or
acts, thing or things incidental or
appurtenant to or growing out of or
connected with the aforesaid busi-
ness or powers or any part or parts
thereof, in the United States of
America and it's dependencies and
territory, 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 50,000.00)
Dollars, of which Five Hundred
Thousand ($5OO,OOO.OO) Dollars is
the common stock, divided into Five
Hundred Thousand shares $780,
OO0) of the par value of One ($1.0O
Dollar each, and One Hundred Fiji
ty Thousand ($150,00000) Dollars is
to be the preferred stock, divided
into One Hundred Fifty Thousand
shares (15O,OO0O of the par value
of One ($1OO) Dollar each. The
said One Hundred Fifty Thousand
($150,000.00) Dollars of preferred
stock shall be entitled to receive
dividends at the rate of ten (109o)
per cent per annum, payable annual
Iy 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
so that any efficiency
n the dividends to be paid on said
preferred stock in any one year shall
De made good out of the earnings
If subsequent years before any div
dends shall be paid upon the COM
non stock. Such preferred stock
shall not, however, be entitled to
participate in any other or addition
Il earnings or profits, but shall be
entitled to be repaid in full upon
my distribution of the assets of
laid corporation in the event of in
'olvency or dissolution, before any
of capital shall be made
20 the common stock; and the a.
mount of said preferred stock shall
lot be changed or altered by any
reduction in capital of said cor
ooration without the consent in
writing of the holders of a major
ty thereof. The control and mana
cement Of this corporation is to be
n 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 !
)ower. The corporation shall have
he right to redeem the preferred
tock, or any part thereof, at any
ime at par in cash, if such redemp-
ion shall then be allowed by law.
1t such time as the board of direc-
ors shall by resolution direct, the
aid capital stock shall be paid into
his corporation, either in cash or
~ sale or transfer to it of real or
property, or other things
# value, for the use, benefit or pur-
,oSes of this corporation, and in the
.bsence of actual fraud in the tran
action, the judgment of the board
# directors as to the value of such
cal or personal property, or other
hings of value, shall be conclusive,
md the capital stock of this cor
)oration so issued shall thereupon
md thereby become and be fully
,aid up and forever worcestershire.
ARTICLE VI.
The time of the commencement
# this corporation shall be the date
IN which the certificate of incor-
shall be delivered to said
by the Arizona Corpora
ion Commission, and the termina-
ion thereof shall be twenty five
years thereafter, with the privileg-
IS of renewal as by law provided.
ARTICLE VII.
The affairs of this corporation
shall be conducted by a board Of
directors of not less than three 90
members and no more than seven
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 for
the first corporate year and until
their successors are elected and
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 at
the annual meeting of the stock
holders to be held on the second
Tuesday of January of each year,