Nogales international., 1929-10-11

connected with the aforesaid buSi-
ness or powers or any part or parts
thereof, in the United States OF
America and its 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 ($650,OOO.OO)
Dollars, of which Five Hundred
Thousand ($5OO,OO00O) Dollars is
the common stock, divided into Five
Hundred Thousand shares (5OO,-
000) of the par value of One ($l.OO)
Dollar each, and One Hundred Fif-
ty Thousand ($15000000) Dollars is
to be the preferred stock, divided
into One Hundred Fifty Thousand
shares (15O,O0O) of the par value
of One ($1.OO) Dollar each. The
said One Hundred Fifty Thousand
($15O, 100000 Dollars of preferred
stock shall be entitled to receive
dividends at the rate of ten Q0%o)
per cent per annun, 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 efficiency
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 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 into
this corporation, either in cash or
by sale or transfer to it of real or
personal property, or other things
of value, for the use, benefit or pur-
poses of this corporation, and in the
absence of actual fraud in the tran
saction, the judgment of the board
of directors as to the value of such
real or personal property, or other
things of value, shall be conclusive,
and the capital stock of this COR
poration so issued shall thereupon
and thereby become and be fully
paid up and forever worcestershire.
ARTICLE vi.
The time of the commencement
of this corporation shall be the date
on which the certificate of incor-
poration shall be delivered to said
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 of
j., directors of not less than three CD
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,
f beginning with the year 1881. The
!, officers of the corporation shall
l consist of President, a Vice presi-
! dent, a Secretary and a Treasurer
/ The offices of Secretary and Trea-
surer may be held by the same per-
. son. Until officers are elected in
l accordance with the provisions of
), the bylaws adopted by this cor
f poration, the following shall be the
f officers of the corporation.
/. Thomas F. Friday. President
! Hugo Miller. Vice President
l w. j. McGregor- Secretary & Trea-
Surer.
! Said officers shall hold their re-
] Spectlve offices until their success
f sors are elected and have qualified
. ARTICLE VIII