Nogales international., 1929-10-18
LEGAL NOTICE


the accomplishment Of any of tn
purpose or the attainments of an
i of the objects or the furtherance
any of the powers hereinbefore sc
2 forth, or that the board of director
= may hereafter approve, either alon
= or in association with other corpora
/ tions, firms, societies, companies o
t individuals. and to do every act o
= acts, thing or things incidental o
! appurtenant to or growing out OF O
connected with the aforesaid busi
ness or powers or any part or part
thereof, in the United States O.
America and it's dependencies anC
territory, in Mexico or in any othel
foreign country, providing the same
be not inconsistent with the law:
under which the corporation is or
: ganized.
ARTICLE v.
The authorized capital stock o1
this corporation shall be Six HIN
dred Fifty Thousand ($650, 100000
Dollars, of which Five Hundred
Thousand ($5OO,OOO.OO) Dollars is
the common stock, divided into Five
Hundred Thousand shares $780,
0OO) of the par value of One ($10O)
Dollar each, and One Hundred Fiji
ty Thousand ($150,000.00) Dollars is
to be the preferred stock, divided
into One Hundred Fifty Thousand
shares (150,000) Of the par value
of One ($1O0) Dollar each. The
said One Hundred Fifty Thousand
($150,00000) 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 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 on-assessable.
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 a board of
directors of not less than three ca
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,