The border vidette., 1932-01-30

The authorized amount OF the capital
stock OF this corporation shall be one
thousand il00O) shares OF preferred
stock of the par value Of O1e Hundred
$500 COY Dollars each. .ad four thou
sand $4,000 shares Ct common stock
without nominal or par value
All or any part Of the SIN sces 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 determ ned 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
! ($8 00) dollars per share Or eight per
centum Ut 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, q uarterly. half-yearIy or Year
ly, 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
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 sha be-
fully paid, but without interest, bsfo:e
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 partic1
pate in any other or add tionaI earnings
or profits of the cOrporat:oo 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
of all its assets whether voluntary or
vency or upon any distribution of it's
capital, there shall be paid to the hold.
ers of the preferred stock the par value
Dollars per share, eand 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 it's par value and the unpaid
accrued dividends thereon, the remain.
ing assets and funds OF the corporation
shall be divided am ong and paid to the
| holders of the common stock according
| to theie 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 sny 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 year 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 (Sll0.00) Dol
| lars per share and accumulated divi-
| deDds thereon a. 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 subscription therefor said cap;.
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 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
| tion, and ia payment for which, shares
| of the capital stock OF the corporation
may be issued, and such stock so issued
shall thereby become and be fully paid
up and nom -Rssessable. and in the ab
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 q Certificate
OF Incorporation and the termination
thereof thell 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 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 a 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 be 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 one year from and after elec.
ton and qualification and until their
successors are elected and qualified.
unless removed by the board. The d.
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