The border vidette., 1931-09-12

corporation.
ARTICLE ~
The authorized amount of capital
stock of this corporation shall be 10. :
900 shares OF preferred stock OF the par
value of $40 90 per share, and 3OO, 900
shares Of common stock without no.
minHl or par value. Shares OF the pre-.
ferred stock shall be issue as and when
determined by the Board of Directors
and shall entltle the holders thereof to
receive fixed, cumulative dividend at
the rate of seven (7o/o) percent per
annum which shall be paid only out OF
the net earnings of the corporation
and which shall be payable on the first
day OF January Of each year before any
dividend shall be paid to the holders OF
common stock. Whenever dividend
or dividends as herein provided shall
have been set aside and paid on the
preferred stock, and when al dividends
which may have accumulated and be-
come due on such preferred stock have
been paid. the Board of D rectors may
and shall have the power In their dis
cretion to declare and pay dividend
for like period on the outstanding
common stock. Shares Of the common
stock shall likewise be issued AS and
when determined by the Board OF ri.
rectOrs.
In case of llq quidation or dissolution
of the corporation the holders OF pre-
ferred stock shall be entitled TO be paid
tie value Of their shares, together with
the dividends accumulated and not
paid thereon. before any amount Is
pard to the holders of common stock
Farther assets may be distributed
among the holders of the common
stock.
The Board OF Directors. without ac-
tion by the stock holders. may issue and
sell shares Of the capital stock OF the
corporation from time to time for such
consideration and upon such terms as
ia their dgment may be for the best
interests OF the corporation.
Payment for said shares Of the cap
ital stock shall be made in cash, real
or personal property. services. leases.
contracts. options to purchase, or any
other valuable right or thing for the
uses and purposes of the corporation
and all shares of the capital stock when
issued and exchanged therefor, shall be
fully paid the same as though paid for
in cash at par, and shall be forever
non. .assessable In the absence OF ac-
tual fraud, the dgment of the Board
OF Directors as to the value OF any
property, right or thing acquired in ex
change for shares of the capital stock,
shall be conclusive.
Preferred stock In the discretion of
the Board OF Directors shall. at any
time be subject to redemption in whole
or in part at its par value per share,
plus dividends accrued to the date of
redemption. If less than the whole
amount of the issued outstanding pre-
ferred stock shall he redeemed, the
amount of the stock so to be redeemed
shall be determined by the Board Of
Directors.
Holders of the preferred stock shall
have no voting power whatsoever with
respect to their holdings of preferred
stock, nor shall they be entitled to no
tice Of stockholders meetings.
ARTICLE v
The time OF the commencement of
this corporation shall be the date upon
which q certificate of Incorporation
shall be issued to it by the Arizona Cor.
poratiOn Commission, and the termina-
tion thereof shall be twenty five years
thereafter. but the corporation shall
bave the privilege of renewal and Of
perpetual succession rs provided by
law.
ARTICLE vi
The business affairs of this corpora.
tion shBll be conducted and controlled
by Board of Directors consisting of
not less than three nor more than seven
Of ho1l h0 q
stockholder and whenever director
ceases to be a stock holder. he shall. at
the same time. cease to be q director.
The number of directors for any en-.
suing year shall be elected annually by
the stockholders from among their
number at the regular annual meeting
of the stock holders which ehall be held
at the office of the company in Nogales.
Arizona. ON the second Monday in July
of each year and they shall hold their
Office until their successors are elected
and qualified
Until the next annual meeting of the
stock holders on the second Monday in
July, 1892. aud until their successors
are elected and qualified, the following g
named stockholders shall constitute the
Board of Directors of this corporation,
namely:
L. G SKL1RIS
CHRIS KERSON
JAMES ALEXANDER
A vacancy on the Board Of Directors
may be Fl led by the remaining mem
bers OF the board, provided quorum
is present and voting, by appointment
from among the stock holders.
ARTICLE VII
The highest amount OF indebted ness
or liability, either direct or contingent
to which this corporation shall at any
time subject itself, shall not exceed two
thirds OF the amount Of the capital
stock or such other amount as may be
fixed by the Arizona Corporation Com.
mission; and the private property Of
the stock holders Of this corpora ton
shall be forever exempt from its cor
porate DEBTS and obligations.
ARTICLE VIII
The officers of this corporation shall
bo President, one or more Vlce-Presl-