The border vidette., 1932-02-27
ARTICLE v

The authorized amount OF the capital
stock OF this corporation shall be one
thousand (l00O) shares OF preferred
stock of the par value of One Hundred
$500 OO) Dollars each a2d four thou.
sand (40O0) shares CT common stock
without nominal OR par value.
All or any part of the shares OF the
common etock, without. nominal 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 the rate of eight
$4,000 dollars per share or eight per
ceDtum Of the amount or par value for
each and every fiscal year of the life OF
the corporation and no more, payable
out of any and all surplus or net
profits, quarterly, half-yearly 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 divid ends on the preferred stock
shall be cumulative. so that if the COR
poration shall fail in any fiscal year to
pay such dividends on all of the issued
and outstanding preferred stock, such
deficiency In the dividends shall be
fully paid, but without interest. before
any divide ends shall be paid or set apart
on the common stock Sub ject to the
foregoing provisions said preferred
stock shall not be entitled to particI.
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
Iiq uid alton of the corporation, or 9 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 $500 O0)
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 ;snd after the pay.
ment to the holders of the preferred
stock of it's 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; p'ovided 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 year shall have been paid in full.
The whole or any part of the pre-
ferred stock shall be subject to redemp-
ton at One Hundred Ten (SllO00) Dol
lars per share and accumulated divi
dends thereon at any time after three
years from the issue thereof, at such
time or times and in such manner as
the board of directors shall determine.
Upon 81 description therefor said CAPT.
tai stock shall be paid into the corpora.
tion in such manner and upon such
terms as the board of directors may fix
in cash, services. or by the ssle 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
tion. and in payment for which, shares
Of the capital stock OF the corporation
may be issued, and such stock 80 issued
shall thereby become aud 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 tho date of
the issuance to it by the Arizona Cor.
poration Commission of 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 aud affairs of the
corporation shall be vested in and con-
Quoted by u board OF 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
sh ell 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 d.
rectors shall hold their Offices for the
period of one year from and after cleo
tion and qualification and until their
successors are elected and qualified