Nogales international., 1935-09-14

d1lu every OCner ACT or aCCS, Cnl1lS
or things, incident to, growing out
of, Or connected with it's business
or any part or parts thereof.
ARTICLE ".
The capital stock of the corpora
tion is Fifty-three Thousand ($53,-
100000 Dollars, divided into Three
/ Thousand $4,000 shares of COM
mon stock of the par value of One
($100) Dollar per share, Three
Thousand (3,O00) shares Of first
preferred stock of the par value of
Ten ($10.O0) Dollars per share, and
Two Thousand (2,O0O) shares of sec
ond preferred stock of the par value
of Ten ($1000) Dollars per share,
which, except as hereinafter pro-
vided, shall be paid in at such
times as the Board of Directors may
designate in cash, real or personal
property, services, or any other val
liable right or thing for the use
and purposes Of the corporation;
and all shares of capital stock when
issued in exchange therefore shall
thereupon and thereby become and
be fully paid, the same as though
paid for in cash at par and shall
be forever nonassessable, and the
Judgment of the directors as to the
value of any property, right or thing
acquired in exchange for any CAPT.
tai stock shall be conclusive.
The holders of the first preferred
stock shall be entitled to receive
when and as declared from the sur
plus OF the net profits of the cor
poration dividends at the rate Of
seven G9o) per cent. per annum
and no more The dividends on
! the first preferred stock shall be
cumulative and shall be payable be-
fore any dividends on the second
preferred stock or the common
stock shall be paid or set apart so
that if in any year dividends
amounting to seven (7qo) per cent.
shall not have been paid on the first
preferred stock the deficiency
shall be payable before any divi-
dends shall be paid upon or set
apart for the second preferred or
common stock. Whenever all cumu-
lative dividends on the first pre-
ferred stock for all previous years
and the accrued instalment for the
current year shall have been d.
clared and become payable and the
corporation shall have paid all such
declared cumulative dividends for
previous years and such accrued in
stalment for the current fiscal year,
or shall have set aside from its
surplus or net profits sum suffi-
cient for the payment thereof, the
! holders of the second preferred
stock shall be entitled to receive
when and as declared from the re-
manning surplus Or net profits OF
the corporation after the payment
of said cumulative dividends upon
the first preferred stock as afore-
said, yearly dividends at the rate
of seven (79o) per cent. per annum
and no more. The dividends on said
second preferred stock shall also be
cumulative and shall be payable be-
fore any dividend on the common
stock shall be paid or set apart so
that If in any year dividends
amounting to seven (7q6) per cent.
shall not have been paid on second
preferred stock, the deficiency shall
be payable before any dividend
shall be paid upon or set apart for
the common stock. Whenever all
cumulative dividends on the pre-
ferred stock, both first preferred
and second preferred, for all pre-
vious years and the accured install
ment for all the preferred stock
for the current year shall have been
declared or set apart in the order
aforesaid, the, Board of Directors
may declare dividends on the COM
mon stock payable then or there
after out of any remaining surplus
or net profits. No dividends shall
be declared or paid upon the COM
mon stock or the second preferred
! stock, nor shall any sum be set
aside, declared or paid for the re-
demption or retirement of the Sec
ond preferred stock until all shares
of first preferred stock which have
been pledged or sold shall have been
retired.
Only the common stock shall
have voting power in the corporate
affairs. and each share. Thereon
shall be entitled to one vote. The
holders of the first preferred stock
or the second preferred stock shall
have no voting powers nor shall they
be entitled to notice of any meeting
of the stockholders of the corpora
ton. The Board of Directors may
provide at the time of issuance OF
any first preferred stock Or second
preferred stock that the dividends
thereon shall be cumulative only