The border vidette., 1932-03-26

The authorized amount OF tho caplJal
stock OF this corporation shall be one
thousand 10000 shares OF preferred
stock of the par Value OF One Hundred
(Sl00 0O) Dollars each. aad four thou
sand (4000) shares ct common stock
without nominal or par value
All or any part Of the shares OF the
common stock, without nom nal or par
value, may be issued by the corporation
from time to time and for such consid
GRAFTON as may be determined upon and
fixed by the board OF directors.
The holders Of the preferred stock
shall be entitled to cumulative divi-
dends thereon at tho rate of eight
| ($8 .0O) dollars per share or eight per
centum Ut the amount or par value for
each aud every fiscal year of the life Of
the corporation and no more, payable
out of any and all snrplus or net
profits, quarterly. half-yearIy or year.
", as and when declared by the board
OF directors, before any dividends shall
be declared, set apart for, or paid upon
the common stock of the corporation.
Said dividends on the preferred stock
shalt be cumulative. so that ii the cor.
poration shall fail in any fiscal year to
pay such dividends on all Of the issned
and outstanding preferred stock. such
deficiency in the dividends shall be
fully paid, but without interest. befOre
any dividends shall be paid or set apart
on the common stock Subject to the
foregoing provisions said preferred
stock shall not be entitled to partict
pate in any other or additional earnings
or profits OF the corporation. The
owners or holders of preferred stock
shall have no voting powers whatsO.
ever, nor shall they be entitled to no.
tice of any meeting OF stockholders OF
the company.
In the event of the dissolution or
liq uid alton OF the corporation, or sale
Of all its assets whether voluntary or
Involuntary or in event OF its insol-
vency or upon any distribution of it's
capital. there shall be paid to the hold.
ers of the preferred stock the par value
thereof, to- wit. One Hundred ($1O0 O0l
Dollars per share, and the amount OF
all unpaid accrued dividends thereon,
before any sum shall be paid or any
assets distributed among the holders
of the common stock ;and after the pay.
ment to the holders of the preferred
stock of its par value and the unpaid
accrued dividends thereon, the remain
ing assets and funds Of the corporation
shall be divided among and paid to the
holders of the common stock according
to their respective shares.
The board OF directors may in their
discretion declare and pay dividends on
the common stock concurrently with
dividends on the preferred stock, for
any dividend period of any fiscal year
when such dividends are applicable to
the common stock; provided that all
accumulated dividends on the preferred
stock for all previous fiscal years and
all dividends on the preferred stock for
previous dividend periods for that
fiscal gear shall have been paid in full.
The whole or any part OF the pre-.
ferred stock shall be subject to redemp.
tion at One Hundred Ten (SllO.0O) Dol
lars per share and accumulated divi.
depds thereon al any time after three
years from the issue thereof. at euch
time or times and In such manner as
the board Of directors shall determine.
Upon gu description therefor said capi.
tai stock shall be paid into the corpora.
tion in such manner and upon such
terms IS the board of directors may fix
in cash. services. or by tine sale, trans
fer or assignment to the corporation OF
property, property rights or interests
therein, real, personal or mixed, for
the uses and purposes of the corpora
tioD, and ia pay ment for which, shares
of the capital stock of the corporation
may be issued, and such stock 90 issued
shall thereby become and be fully paid
up and non assesssble, and in the alb
sence of actual fraud in the transac-
tion. the judgment OF the board OF
directors as to the value Of the services
rendered or property purchased shall
be conclusive.
ARTICLE vi
The time of the commencement of
this corporation shall be the date OF
the issuance to it by the Arizona Cor.
poration Commission of 9 Certificate
of Incorporation and the termination
thereof thall be twenty five years there
after. with the power OF renewal as
provided by law.
ARTICLE VII
The management and conduct of the
business, property and affairs of the
corpora ton shall be vested in and con-
Quoted by u board o! directors OF not
less than three nor more than seven
persons, and all directors. except in
ease OF vacancies, shall be elected at
the annual meeting of stockholders. ex-
cept the first board. which is chosen
as in these articles hereinafter set
forth. The officers OF the corporation
shall consist of president, vice presi-
dent, secretary and treasurer, and such
other officers as the board Of directors
shall deem expedient. and all shall be
elected or appointed by the board OF
directors. Any two or more offices. the
duties OF he incumbent Of which are
not inconsistent, may be held by the
same person. Both the officers and di-
rectors shall hold their Offices for the
period of ono year from and after elec-
lion and qualification and until their