The border vidette., 1931-08-08


or places as the Board of Director!
may deem for the BEST interests of toe
corporation.
ARTICLE w
The authorized amount OF capita
stock OF this corporation shall be Is
600 shares Of preferred stock of the pal
value Of $1O. 90 per share. and 800. .OO(
| shares Of common stock wibhout no.
minHl or par value. Shares Of the pre-.
ferred stock shall be issued as snd when
determines by the Board of Directors
and shall entltle the holders thereof to
receive a E8ed, cumulative dividend at
| the rate of seven (7oLo) percent per
annam which shall be paid only out OF
the net earnings of the corporstion
and which sESll be payable on the airst
| day OF January of each year before any
! dividend shsN be paid to the holders OF
| common stock. Whenever dividend
or dividends a. herein provided shsld
have been set aside and paid on tbs
preferred stock and when All dividends s
which may hare accumulated and be-
come due on srnh preferred stock have
been paid, the Board OF Directors may
| and shall have the power In their dis
cretion to declaxe and pay dividend
for like peris6 on the outstanding
common stock. Shares of the common
stock shall likewise be issued AS and
when determined by the Board Of hi.
rectors.
In case OF liquidation or dissolution
of the corporatloN the holders OF pre-
ferred stock shah be entitled to be paid
the value of their shares. together with
the dividends accumulated and not
paid thereon. before any amount Is
pard to the holders of common stock
Further assets may be distributed
among the holders of the common
stock
The Board Of Directors, without &C.
ton by the stock holders. may issue and
sell shares of the capital stock OF the
corpuration from time to time for such
consideration and upon such terms as
IN their Judgment 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 judgment 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
amouot of the issued outstanding pre-.
ferred stock shall be 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 oi
| this corporation shall be the date upon
which a 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
have the privilege of renewal and oi
perpetual succession as provided by
law.
ARTICLE vi
| The business affairs of this corpora
tion shall be conducted and controlled
by Board of Directors consisting o
1 not lees than three nor more than sever
members, each of whom shall be q
stockholder and whenever director
ceases to be a stockholder. he shall, al
the same time cease to be 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 stockholders which shall be held
at the office of the company in Nogales
Arizona. on the second Monday in July
of each year and they shall hold theil
Office until their successors are elected
and qualified
Until the next annual meeting Of the
stock holders on the second Monday ir
July, 1882. and until their successors
are elected and qualified, the following
named STOCKHOLDERS snail constitute Tut
Board of Directors of this corporation
namely:
L. G SKLIRIS
CHRIS KERSON
JAMES ALEXANDER
A vacancy on the Board of Director!
may be filed by the remaining mem
bers OF the board, provided quorum
is present and voting, by appointmen
from among the stock holders.
ARTICLE VII
The highest amount of indebtedness
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 capita
stock or such other amount as may b.
fixed by the Arizona Corporation Com
mission; and the private property .
the stock holders OF this corporation
shall be forever exempt from its cor
porate debts and obligations.
ARTICLE VIII
The officers of this corporation shal
be President. one or more Vlce-Presi