The border vidette., 1931-11-14

thing which it is lawful for natural per-
sons to do, all of which may be done,
performed and carried on at such place
or places as the Board of Directors
may deem for the best interests Of the
corporation.
ARTICLE w
The authorized amount of capital
stock of this corporation shall bs l5.-
900 shares of preferred stock OF the par
value Of SIG. 90 per share, and 900
shares of common stock without no.
minsl or par value. Shares of the pre-
ferred stock sha!l 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
| day OF January OF each year before any
dividend shall be paid to the holders OF
common stock. Whenever q dividend
or dividends as herein provided shall
have been set aside and paid on the
preferred stock, and when all 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 liquidation 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
| Further assets. may be distributed
among the holders OF the common
stock
The Board OF Directors, without &C
| 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
| in their judgment may be for the best
| interests of the corporation.
Payment for said shares OF the cap
! ital stock shall>b 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 REDEEM ption in whole
or in part at its par value per share,
plus dividends accrued to the date Of
REDEEM ption. If less than the whole
amount Of the issued outstanding pre-
ferred stock shall be redeemed, the
amount of the stock 80 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 ockholders' meetings.
ARTICLE V
| The time of the commencement of
this corporation shall be the date upon
which 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 of
perpetual succession as provided by
law.
ARTICLE vi
| The business affairs of this corpora.
ton shall be cOnd ucted and controlled
by Board of Directors consisting of
not less than three nor more than seven
members, each of whom shall be
stockholder and whenever director
ceases to be Stockholders. be shall, at
/ 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 stock holders 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 their
Office until their successors are elected
and qualified.
| Until the next annual meeting of the
stock holders on the second Monday in
July, 1882, and until their successors
are elected and qualified, the following
named stockholders shall constitute the
Board of Directors of this corporation,
namely:
| L. G SKLIRIS
| CHRIS KERSON
| JAMES ALEXANDER
| A vacancy on the Board of Directors
| NAV be fl led bY the remaining men,