The border vidette., 1931-09-05


| corporation.
ARTICLE w
The authorized amount of capital
stock of this corporation shall be Is.
600 shares of preferred stock OF the par
value of $40 90 per share, and 300 900
shares OF common stock without no
minal or par value. Shares Of the pre-.
| ferred stock shall be issue1 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 all dividen
which may have accumulated and be-
| come due on such preferred stock have
been paid, the Board of Directors 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 hi.
rectors.
In case of liquidation or dissolution
of the corporation the holders OF pre-
ferred stock shall 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 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
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 |
md all shares Of the capital stock when |
issued aud exchanged therefor, shall be
fully paid the same as though raid Tor |
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 !
amount 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 stock kholders' 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
bave the privilege of renewal and of
perpetual succession as provided by
law.
ARTICLE vi
The business affairs of this corpora.
tion shsll be conducted and controlled
by Board of Directors consisting of
not less than three nor more thar seven
mem bers, each of whom shall be
stockholder and whenever director
ceases to be stockholder. 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 con stitute the
Board of Directors Of this corporation,
namely:
L. G SKL1RIS
CHRIS KERSON
JAMES ALEXANDER
A vacancy on the Board OF Directors
may be filed 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 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 capital
stock or such other amount as may be
fixed by the Arizona Corporation Com.
mission; and the private property Of
the stock olders of this corporation
shall be forever exempt from its cor
porate DEBTS and obligations.
ARTICLE VIII
The officers of this corporation shall
be- Presid ent one or more Vce-Presi-
1outS q Secratarv and TreaS,1ror and