Nogales international., 1931-02-25

HUN OT EOA O. Ill NOA'AD'
KNOW ALL MEN BY THESE
PRESENTS:
That at special meeting OF the
tockholders of Roy & Titcomb, Inc.
, corporation, duly called and hele
It it's office at 301 Morley Avenue
n the City of Nogales, State O.
Arizona, at 800 o'clock P. M. OF
he 9Th day of December, 1880, Ar
icle Three of the Articles OF In
corporation of said Roy & Titcomb
INC. was, by the affirmative vote o
/ majority of all of the issued ant
outstanding shares Of stock of sa1t
corporation, amended to read a
follows:
ARTICLE THREE
That the capital stock of this
CORPORATION shall be One Mil
lion Five Hundred Thousand
,5OO,OOO.00) Dollars, divided
into Fifteen Thousand Q5,OOO)
shares of the par value OF one
Hundred ($1O0.00) Dollars each.
Twelve Thousand Q2,0O0) OF
these shares shall be common
stock and the terms upon which
such stock is created are that
it shall be issued to the full
par value and said stock shall
be issued as worcestershire and
not subject to assessment to
pay the debts Of the corpora
ton: and said common stock
may be paid for in cash or SER
vices or by sale and trans
fer of real or personal property
for the use and purpose OF said
corporation. In the absence OF
actual fraud in the sale of any
such property, the Judgment OF
the Directors as to the value
of such property shall be DEEM
ed final and conclusive.
Three Thousand $4,000 shares
of the above Fifteen Thousand
(15,OOO) shares shall be Six
(6@o) Per Cent participating
preferred stock issued to the full
par value and non-aSsesSable.
The preferred stock shall be
entitled to receive out OF pro-
fits dividends at the rate OF
Six (6%o) Per Cent per annum
payable quarterly on the flf-
teenth day to stockholders OF
record on the first day of each
of the months of February, May,
August and November of each
year, before any dividends shall
be paid on the common stock.
No dividends shall be paid on
the common stock if at any
time during the previous two
(2) years any dividend has been
omitted on the preferred stock.
The preferred stock is non-cu-
mulative. On any voluntary dis
tribution of assets, the prefer
red stock shall be entitled to re-
ceiye an amount equal to One
Hundred Five G05go) Per Cent
of the par value thereof. On
any other distribution OF capi-
tai assets the preferred stock
shall be entitled to receive an
amount equal to One Hundred
(1OO%) Per Cent of the par
value of the stock before any
distribution is made on the
common stock. When dividends
have been fully kept up on pre-
ferred stock for the previous
two CO years, dividends may
be paid out Of earnings on the
common stock up to Six (69o)
Per Cent. Any dividend above
Six (6%) Per Cent must be
shared equally per share on the
common stock and the preferred
stock. The corporation reserves
the right to redeem or retire
any or all of the preferred stock
at One Hundred Five QO5%)
Per Cent of the par value there
of at any time after Five 60
years after it is issued. This
stock is retirable at any divid-
end date by lot on Sixty (60)
days notice. Except as other
wise provided the preferred
stock shall have no right to
vote at the election of directors
so long as the dividends are not
in default. In case the divid-
ends shall be in default for a
period of Sixty (60) days in
the pay1nent of any quarterly